Common use of Title and Survey Clause in Contracts

Title and Survey. Seller shall, at Seller's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review a commitment for a standard owner's policy of title insurance along with a copy of each instrument listed as an exception thereon other than Seller's debt instruments (the "Title Commitment") on the Real Property issued by the Title Company. Seller has delivered to Purchaser a copy of the Existing Survey which Purchaser shall reimburse Seller for as provided in Section 4 hereof. During the Due Diligence Period, Seller shall obtain from the Title Company at Seller's sole cost and expense a survey endorsement and, if and to the extent available, contiguity, fairway and PUD endorsements. Purchaser may elect to receive an update to the Existing Survey (the "Updated Survey") by notifying Seller of such election in writing prior to November 6, 1997. If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated Survey. Purchaser shall have until the later of November 6, 1997 and the date which is fifteen days after receipt of the Title Commitment and Existing Survey (such date being referred to as the "Title Review Date") for examination of Title Commitment and Existing Survey and the making of any objections thereto, said objections to be made in writing and delivered to Seller on or before the end of the Title Review Date. If Purchaser shall fail to make any objections on or before the Title Review Date, Purchaser shall be deemed to have accepted all exceptions to the Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 and 4, and the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters shall be included in the term "Permitted Exceptions" as used herein. In the event Purchaser elects to receive the Updated Survey, then Purchaser shall have until the Title Review Date for examination of the Updated Survey and the making of objections to matters shown thereon, such objections to be made in writing and delivered to Seller on or before the expiration of the Title Review Date. If Purchaser shall fail to make any such objections to the Updated Survey on or before such date, Purchaser shall be deemed to have accepted the form and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptions. If any objections to (i) the Title Commitment or Existing Survey or exceptions to title are made within the Title Review Period, or (ii) the Updated Survey are made before the date specified above, then Seller shall have the right, but not the obligation except as hereafter provided, to cure (by removal, endorsement or otherwise) such objections on or before the Closing Date in a manner reasonably acceptable to Purchaser. If the objections are not cured by Seller no later than five (5) days before the scheduled Closing Date, then Purchaser may as its only option, elect to either: (i) waive such objection and consummate the transaction contemplated by this Agreement; or (ii) terminate this Agreement, in which event the Xxxxxxx Money shall be returned to Purchaser and neither party shall have any further obligations to the other party except for the Surviving Obligations. Notwithstanding anything to the contrary contained in this Agreement, Seller shall be obligated to remove (or cause the Title Company to affirmatively insure over in a manner reasonably acceptable to Purchaser) (i) any deeds of trust, mortgages, and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), (ii) any mechanic's or materialmen's liens relating to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all of the requirements set forth in Schedule B - Section 1 of the Commitment at or prior to the Closing Date.

Title and Survey. (a) The Seller shall order and cause to be delivered to each of the Buyer and the Seller a commitment for the Title Policy from the Title Company, together with all underlying title exception documents. The Buyer shall, at its expense, order and cause to be delivered to each of the Buyer and the Seller's , an ALTA survey of the Property. After receipt of the survey and the title commitment, the Buyer shall notify the Seller of any defects in title or survey shown by such commitment and/or ALTA survey that the Buyer is unwilling to accept. Within 5 days after such notification, the Seller shall notify the Buyer whether the Seller is willing to cure such defects; the Seller’s failure to so notify the Buyer shall be deemed to be the Seller’s refusal to cure all such defects (except for any defects consisting of those items in the last sentence of this SECTION 3.2 below expressly required to be cured by the Seller). The Seller may cure any defect by causing the Title Company, at the Seller’s sole cost and expense, obtain and deliver to Purchaser for Purchaser's review a commitment for a standard owner's policy of title insurance along with a copy of each instrument listed omit such defect as an exception thereon other than Seller's debt instruments (to the "Title Commitment") on Policy or to “insure over” such defect to the Real Property issued Buyer’s reasonable satisfaction. If the Seller is willing to cure such defects, the Seller shall act promptly, diligently and use commercially reasonable efforts to cure such defects at its expense. Subject to those items below expressly required to be cured by the Title Company. Seller, if the Seller is unwilling or unable to cure any other such defects by Closing (or fails to notify Buyer and therefore has delivered elected not to Purchaser cure such defects), then the Buyer shall elect, within 5 days after written notice thereof from the Seller to the Buyer (or within 5 days after the Seller’s time for giving notice has expired without any notice from the Seller), by giving the Seller written notice that the Buyer either (i) waives such defects and shall proceed to Closing without any abatement in the Purchase Price with respect thereto, or (ii) terminates this Agreement and shall be entitled to receive a copy full and immediate refund of the Existing Survey which Purchaser Xxxxxxx Money and, upon return of the Xxxxxxx Money, this Agreement shall reimburse Seller for as provided in Section 4 hereof. During terminate and the Due Diligence Period, Buyer and the Seller shall obtain from have no further rights, liabilities or obligations hereunder (except as expressly survive the Title Company at Seller's sole cost and expense a survey endorsement and, if and to termination of this Agreement). In the extent available, contiguity, fairway and PUD endorsements. Purchaser may elect to receive an update to event that the Existing Survey (the "Updated Survey") by notifying Seller of Buyer does not make such election in writing prior to November 6within the applicable time frame, 1997. If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated Survey. Purchaser shall have until the later of November 6, 1997 and the date which is fifteen days after receipt of the Title Commitment and Existing Survey (such date being referred to as the "Title Review Date") for examination of Title Commitment and Existing Survey and the making of any objections thereto, said objections to be made in writing and delivered to Seller on or before the end of the Title Review Date. If Purchaser shall fail to make any objections on or before the Title Review Date, Purchaser Buyer shall be deemed to have accepted elected to waive any such defects pursuant to clause (i) above. Subject to those items below expressly required to be cured by the Seller, all exceptions title matters not objected to by the Title Commitment shown on Schedule BBuyer during the Study Period (or objected to but which the Seller declines, Section IIor is deemed to decline, except for exceptions 1, 2, 3 and 4, and to cure as provided above without the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters Buyer thereafter electing to terminate this Agreement) shall be included in deemed “Permitted Title Exceptions.” Notwithstanding the term "Permitted Exceptions" as used herein. In the event Purchaser elects to receive the Updated Surveyforegoing, then Purchaser shall have until the Title Review Date for examination of the Updated Survey and the making of objections to matters shown thereon, such objections to be made in writing and delivered to Seller on or before the expiration of the Title Review Date. If Purchaser shall fail to make if any such objections to defects of title consist of mortgages or deeds of trust, any other monetary liens and/or tax liens (other than liens for taxes not yet due and payable), the Updated Survey on or before such date, Purchaser Buyer shall be deemed to have accepted notified the form Seller that the Buyer is unwilling to accept such defects and substance of the Updated Survey Seller covenants and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptions. If any objections to (i) the Title Commitment or Existing Survey or exceptions to title are made within the Title Review Period, or (ii) the Updated Survey are made before the date specified above, then Seller shall have the right, but not the obligation except as hereafter provided, to cure (by removal, endorsement or otherwise) such objections on or before the Closing Date in a manner reasonably acceptable to Purchaser. If the objections are not cured by Seller no later than five (5) days before the scheduled Closing Date, then Purchaser may as its only option, elect to either: (i) waive such objection and consummate the transaction contemplated by this Agreement; or (ii) terminate this Agreement, in which event the Xxxxxxx Money shall be returned to Purchaser and neither party shall have any further obligations to the other party except for the Surviving Obligations. Notwithstanding anything to the contrary contained in this Agreement, Seller shall be obligated to remove (or cause the Title Company to affirmatively insure over in a manner reasonably acceptable to Purchaser) (i) any deeds of trust, mortgages, and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), (ii) any mechanic's or materialmen's liens relating to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all of the requirements set forth in Schedule B - Section 1 of the Commitment that at or prior to Closing the Seller shall cure by payment, bonding, or escrow deposit acceptable to the Title Company (and the Escrow Agent is authorized to pay and discharge at Closing Datefrom the Seller’s proceeds, if not so cured) and cause to be cancelled and discharged such monetary title defects.

Title and Survey. Prior to Closing, the Seller shallshall have, at Seller's sole cost and its expense, obtain and deliver to Purchaser for Purchaser's review a commitment for a standard owner's policy of title insurance along with a copy of each instrument listed as an exception thereon other than Seller's debt instruments (the "Title Commitment"i) on the Real Property issued by the Title Company. Seller has delivered to Purchaser a copy of the Existing Survey which Purchaser shall reimburse Seller for as provided in Section 4 hereof. During the Due Diligence Period, Seller shall obtain from the Title Company at Seller's sole cost and expense a survey endorsement and, if and deliver to the extent available, contiguity, fairway Buyer a preliminary title report covering the Real Property (the “Title Commitment”) and PUD endorsements. Purchaser may elect a copy of each document referenced in the Title Commitment as an exception to receive an update title to the Existing Survey Real Property and (the "Updated Survey"ii) by notifying Seller of such election in writing prior to November 6, 1997. If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated Buyer an existing ALTA survey of the Real Property made after the date of this Agreement (the “Survey”). Purchaser The Buyer shall have until the later of November 6, 1997 and five (5) Business Days after the date which is fifteen days after of receipt of the Title Commitment and Existing Survey or the Survey, whichever is later (such date being referred the “Title Exam Deadline”) to as review the "Title Review Date") for examination of Title Commitment and Existing the Survey and to notify Seller, in writing, of such objections as the making of any objections thereto, said objections Buyer may have to be made anything affecting the Real Property contained in writing and delivered to Seller on or before the end of the Title Review DateCommitment or the Survey. If Purchaser shall fail to make any objections on or before Any item contained in the Title Review Date, Purchaser Commitment or any matter shown on the Survey to which the Buyer does not object prior to the Title Exam Deadline shall be deemed to have accepted all exceptions to the Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 and 4, and the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters shall be included in the term "a Permitted Exceptions" as used hereinEncumbrance. In the event Purchaser elects to receive the Updated Survey, then Purchaser Buyer shall have until notify the Title Review Date for examination of the Updated Survey and the making Seller of objections to title or to matters shown thereon, such objections to be made in writing and delivered to Seller on or before the expiration of the Title Review Date. If Purchaser shall fail to make any such objections to the Updated Survey on or before such date, Purchaser shall be deemed to have accepted the form and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptions. If any objections to (i) the Title Commitment or Existing the Survey or prior to the Title Exam Deadline, the Seller shall use its best efforts to cure such objections and take all steps to eliminate such objections as exceptions to title are made within the Buyer’s Title Review Period, or (ii) the Updated Survey are made before the date specified above, then Seller shall have the right, but not the obligation except as hereafter provided, to cure (by removal, endorsement or otherwise) such objections on or before the Closing Date in a manner reasonably acceptable to Purchaser. If the objections are not cured by Seller no later than five (5) days before the scheduled Closing Date, then Purchaser may as its only option, elect to either: (i) waive such objection and consummate the transaction contemplated by this Agreement; or (ii) terminate this Agreement, in which event the Xxxxxxx Money shall be returned to Purchaser and neither party shall have any further obligations to the other party except for the Surviving ObligationsPolicy. Notwithstanding anything in this Agreement to the contrary contained in this Agreementcontrary, all Liens that relate to Retained Liabilities shall not be Permitted Encumbrances, Buyer objects to all such Liens, and the Seller shall be obligated to remove (or cause the Title Company to affirmatively insure over in a manner reasonably acceptable to Purchaser) (i) any deeds of trust, mortgages, pay and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), (ii) any mechanic's or materialmen's liens relating to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy discharge all of the requirements set forth in Schedule B - Section 1 of the Commitment such Liens at or prior to Closing. Nothing herein waives the Closing DateBuyer’s right to claim a breach of Section 3.16 or to claim a right to indemnification as provided in Article VII if the Buyer suffers Damages as a result of a misrepresentation with respect to the title of the Real Property.

Title and Survey. Seller shallPromptly upon execution of this Agreement, Purchaser may order at Seller's sole cost and its expense, obtain and deliver from the Title Company a preliminary title commitment with respect to Purchaser for Purchaser's review a commitment for a standard owner's policy of title insurance along with a copy of each instrument listed as an exception thereon other than Seller's debt instruments the Property (the "“Title Commitment") on the Real Property issued by ”). Purchaser shall direct the Title Company. Seller has delivered Company to Purchaser send a copy of the Existing Survey which Purchaser shall reimburse Seller for as provided in Section 4 hereofTitle Commitment to Seller. During the Due Diligence PeriodPromptly upon execution of this Agreement, Seller shall obtain from the Title Company at Seller's sole cost and expense a survey endorsement and, if and to the extent available, contiguity, fairway and PUD endorsements. Purchaser may elect to receive an update to arrange, also at its expense, for the preparation of one or more updates of the Existing Survey (each and together, the "Updated “Survey") by notifying ”). Purchaser likewise shall make copies of any such Survey available to Seller of such election in writing prior to November 6, 1997. If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated SurveyClosing. Purchaser shall have until the later of November 6, 1997 and the date which is fifteen days after receipt of the Title Commitment and Existing Survey (such date being referred to as the "Title Review Date") for examination of Title Commitment and Existing Survey and the making of any objections thereto, said objections to be made in writing and delivered to Seller on or before the end of the Inspection Period to give written notice (the “First Title Review Date. If Notice”) to Seller of such objections as Purchaser shall fail may have to make any objections on or before the Title Review Date, Purchaser shall be deemed to have accepted all exceptions to the Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 and 4, and the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters shall be included title disclosed in the term "Permitted Exceptions" as used herein. In the event Purchaser elects to receive the Updated Survey, then Purchaser shall have until the Title Review Date for examination of the Updated Survey and the making of objections to matters shown thereon, such objections to be made in writing and delivered to Seller on or before the expiration of the Title Review Date. If Purchaser shall fail to make any such objections to the Updated Survey on or before such date, Purchaser shall be deemed to have accepted the form and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptions. If any objections to (i) the Title Commitment or Existing in any Survey or otherwise in Purchaser’s examination of title. From time to time at any time after the First Title Notice and prior to the Closing Date, Purchaser may give written notice of exceptions to title are made within first appearing of record after the effective date of any updated title commitment or matters of survey which would not have been disclosed by an accurate updated examination of title or preparation of an updated ALTA survey prior to date of the initial Title Review Period, Commitment or (ii) the Updated Survey are made before the date specified above, then initial Survey. Seller shall have the right, but not the obligation (except as hereafter providedto Monetary Objections), to attempt to remove, satisfy or otherwise cure (by removal, endorsement or otherwise) such objections on or before any exceptions to title to which the Closing Date in a manner reasonably acceptable to PurchaserPurchaser so objects. If the objections are not cured by Seller no later than Within five (5) days before Business Days after receipt of Purchaser’s First Title Notice, Seller shall give written notice to Purchaser informing the scheduled Purchaser of Seller’s election with respect to such objections. If Seller fails to give written notice of election within such five (5) Business Day period, Seller shall be deemed to have elected not to attempt to cure the objections (other than Monetary Objections). If Seller elects to attempt to cure any objections, Seller shall be entitled to one or more reasonable adjournments of the Closing Dateof up to but not beyond the thirtieth (30th) day following the initial date set for the Closing to attempt such cure, then but, except for Monetary Objections, Seller shall not be obligated to expend any sums, commence any suits or take any other action to effect such cure. Except as to Monetary Objections, if Seller elects, or is deemed to have elected, not to cure any exceptions to title to which Purchaser may as its only optionhas objected or if, elect after electing to either: attempt to cure, Seller determines that it is unwilling or unable to remove, satisfy or otherwise cure any such exceptions, Purchaser’s sole remedy hereunder in such event shall be either (i) waive to accept title to the Property subject to such objection exceptions as if Purchaser had not objected thereto and consummate without reduction of the transaction contemplated by this Agreement; or Purchase Price, (ii) if such exceptions are matters first appearing of record after the date of this Agreement, and arise by, through or under Seller, to terminate this Agreement, in which event or (iii) to terminate this Agreement within three (3) Business Days after receipt of written notice from Seller either of Seller’s election not to attempt to cure any objection or of Seller’s determination, having previously elected to attempt to cure, that Seller is unable or unwilling to do so, or three (3) Business Days after Seller is deemed hereunder to have elected not to attempt to cure such objections (and upon any such termination under clause (ii) or (iii) above, Escrow Agent shall return the Xxxxxxx Money shall be returned to Purchaser). Notwithstanding the above, if such exceptions mentioned in clause (ii) above were entered into by Seller after the Effective Date hereof and Purchaser and neither party elects to proceed to Closing, Seller shall have any further obligations the affirmative obligation to the other party except for the Surviving Obligationscure such exceptions before Closing and Purchaser shall not take subject to them. Notwithstanding anything to the contrary contained elsewhere in this Agreement, Seller shall be obligated to remove (cure or cause the Title Company to affirmatively insure over in a manner reasonably acceptable to Purchaser) (i) any deeds of trust, mortgages, and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), (ii) any mechanic's or materialmen's liens relating to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all of the requirements set forth in Schedule B - Section 1 of the Commitment Monetary Objections at or prior to Closing, and may use the proceeds of the Purchase Price at Closing Datefor such purpose.

Title and Survey. Within five (5) Business Days following the Effective Date, Seller shall, at Seller's sole cost and expense, obtain and shall deliver to Purchaser for Purchaser's review a commitment for a standard owner's policy copies of the most recent title insurance along with a copy policies and surveys of each instrument listed as an exception thereon other than Seller's debt instruments (the "Title Commitment") on the Real Property issued by the Title Company. Seller has delivered to Purchaser a copy of the Existing Survey which Purchaser shall reimburse Seller for as provided that are in Section 4 hereof. During the Due Diligence Period, Seller shall obtain from the Title Company at Seller's sole cost and expense a survey endorsement and, ’s possession or control (if and to the extent available, contiguity, fairway and PUD endorsements. Purchaser may elect to receive an update to the Existing Survey (the "Updated Survey") by notifying Seller of such election in writing prior to November 6, 1997. If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated Surveyany). Purchaser shall have until the later of November 6, 1997 right to obtain new or updated title commitments and/or surveys for the Real Property and the date which is fifteen days after receipt of the Title Commitment and Existing Survey (such date being referred to as the "Title Review Date") for examination of Title Commitment and Existing Survey and the making Purchaser shall provide copies of any objections thereto, said objections to be made in writing and delivered such updates to Seller on or before the end of the Title Review Datewithin two (2) Business Days after its receipt thereof. If Purchaser shall fail At least five (5) Business Days prior to make any objections on or before the Title Review Date, Purchaser shall be deemed to have accepted all exceptions to the Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 and 4, and the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters shall be included in the term "Permitted Exceptions" as used herein. In the event Purchaser elects to receive the Updated Survey, then Purchaser shall have until the Title Review Date for examination of the Updated Survey and the making of objections to matters shown thereon, such objections to be made in writing and delivered to Seller on or before the expiration of the Title Review Date. If Purchaser shall fail to make any such objections to the Updated Survey on or before such dateInspection Period, Purchaser shall be deemed give Seller notice of any title exceptions or other matters set forth on Seller’s title policies or surveys or any updates thereof as to have accepted the form which Purchaser objects in its sole and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptionsabsolute discretion. If any objections to (i) the Title Commitment or Existing Survey or exceptions to title are made within the Title Review Period, or (ii) the Updated Survey are made before the date specified above, then Seller shall have the right, but not the obligation except obligation, to remove, satisfy or otherwise cure any such exception or other matter as hereafter to which Purchaser so objects. If Seller is unable or unwilling to take such actions as may be required to cure such objections, Seller shall give Purchaser notice thereof; it being understood and agreed that the failure of Seller to give such notice within three (3) Business Days after its receipt of Purchaser’s notice of objection shall be deemed an election by Seller not to remedy such matters. If Seller shall be unable or unwilling to remove any title defects (or is deemed to have elected not to remove) to which Purchaser has so objected, Purchaser shall elect either (a) to terminate this Agreement (in whole but not in part) or (b) to proceed to Closing notwithstanding such title defect without any abatement or reduction in the Purchase Price on account thereof. Purchaser shall make any such election by written notice to Seller given on or prior to the expiration of the Inspection Period; provided, however, if Seller commences to cure a title defect and then elects not to complete such cure, Purchaser shall have the right to terminate this Agreement by written notice to Seller within three (3) Business Days after Seller notifies Purchaser thereof. The failure of Purchaser to give such notice shall be deemed an election by removal, endorsement or otherwisePurchaser to proceed to Closing in accordance with clause (b) such objections on or before the Closing Date in a manner reasonably acceptable to Purchaserabove. If Purchaser terminates this Agreement in accordance with this Section 3.3, Escrow Agent shall return the objections are not cured by Seller no later than five (5) days before the scheduled Closing Date, then Purchaser may as its only option, elect to either: (i) waive such objection and consummate the transaction contemplated by this Agreement; or (ii) terminate this Agreement, in which event the Xxxxxxx Money shall be returned Deposit to Purchaser and neither party shall have any further rights or obligations hereunder, except with respect to the other party except for the Surviving Obligations. Notwithstanding anything to the contrary contained in this Agreement, Seller shall be obligated to remove (or cause the Title Company to affirmatively insure over in a manner reasonably acceptable to Purchaser) (i) any deeds of trust, mortgages, and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), (ii) any mechanic's or materialmen's liens relating to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all of the requirements set forth in Schedule B - Section 1 of the Commitment at or prior to the Closing Date.

Title and Survey. Seller shallPurchaser has obtained, at Seller's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review a commitment for a standard owner's policy of title insurance along with a copy of each instrument listed as an exception thereon other than Seller's debt instruments (the "Title CommitmentTITLE COMMITMENT") on the Real Property Land and Improvements issued by the Title Company. Seller Purchaser has delivered to Purchaser a copy of the Existing Survey which Purchaser shall reimburse Seller for as provided in Section 4 hereoftitle Commitment to Seller. During the Due Diligence Period, Seller Purchaser shall have the right to obtain, at its sole cost and expense, any desired endorsements to the Title Commitment which are available, if any. Purchaser shall obtain from the Title Company at Seller's sole cost and expense a survey endorsement and, if and to the extent available, contiguity, fairway and PUD endorsements. Purchaser may elect to receive for Purchaser's review an update to the Existing Survey (the "Updated SurveyUPDATED SURVEY") by notifying Seller of such election in writing prior to November 6, 1997. If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated Survey). Purchaser shall have until the later of November 6, 1997 and the date which is fifteen days after receipt of the Title Commitment and Existing Survey (such date being referred to as the "Title Review Date") for examination of Title Commitment and Existing Survey and the making of any objections thereto, said objections to be made in writing and delivered to Seller on or before the end of the Title Review Date. If Purchaser shall fail to make any objections on or before the Title Review Date, Purchaser shall be deemed to have accepted all exceptions to the Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 and 4, and the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters shall be included in the term "Permitted Exceptions" as used herein. In the event Purchaser elects to receive the Updated Survey, then Purchaser shall have until the Title Review Date for examination deliver a copy of the Updated Survey and the making of objections to matters shown thereon, such objections to be made in writing and delivered to Seller in a timely manner. As used herein, "PERMITTED EXCEPTIONS" means the items listed on or before EXHIBIT D hereof. If prior to the expiration of Closing Date there are additional title exceptions identified by the Title Review Date. If Purchaser shall fail to make any such objections to the Updated Survey on or before such date, Purchaser shall be deemed to have accepted the form and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptions. If any objections to (i) the Title Commitment or Existing Survey or exceptions to title are made within the Title Review Period, or (ii) the Updated Survey are made before the date specified aboveCompany, then Seller shall have the right, but not the obligation except as hereafter providedobligation, to cure (by removal, endorsement or otherwise) such objections exceptions on or before the Closing Date in Date. Notwithstanding the foregoing, Seller shall be obligated to remove each exception, if: (a) it can be removed by the payment of a manner reasonably acceptable to Purchaserliquidated sum of money or by posting a bond; or (b) it arises as a result of any willful or voluntary act of Seller or Prior Owner or any affiliate of Seller after the date hereof, regardless of the cost. In addition, Seller shall remove those title mechanics lien exceptions, if any, listed on EXHIBIT E. If the objections are not cured by Seller no later than five (5) days before by the scheduled Closing Date, then Purchaser may as its only option, elect to either: (i) waive such objection and consummate the transaction contemplated by this Agreement; or (ii) terminate this Agreement, in which event the Xxxxxxx Money shall be returned to Purchaser and neither party shall have any further obligations to the other party except for the Surviving Obligations. Notwithstanding anything to the contrary contained in this Agreement, Seller shall be obligated to remove (or cause the Title Company to affirmatively insure over in a manner reasonably acceptable to Purchaser) (i) any deeds of trust, mortgages, and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), (ii) any mechanic's or materialmen's liens relating to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all of the requirements set forth in Schedule B - Section 1 of the Commitment at or prior to the Closing Date.

Title and Survey. Seller shallPrior to execution of this Agreement, at Seller's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review a commitment for a standard owner's policy of title insurance along with a copy of each instrument listed as an exception thereon other than Seller's debt instruments (the "Title Commitment") on the Real Property issued by the Title Company. Seller has delivered to Purchaser a copy of the Existing Survey which Purchaser shall reimburse Seller for as provided in Section 4 hereof. During the Due Diligence Period, Seller shall obtain Sellers ordered from the Title Company at Seller's sole cost a preliminary owner’s title commitment with respect to each of the Properties issued in favor of Purchaser (each, a “Title Commitment,” and expense a survey endorsement andtogether, if the “Title Commitments”). Sellers have requested that the Title Company make copies of the Title Commitments, and copies of all underlying recorded exceptions referenced in the Title Commitments, available to Purchaser on the Title Company’s website. In addition, prior to the extent availableexecution of this Agreement, contiguitySellers have delivered updated as-built surveys of each Property (each, fairway a “Survey” and PUD endorsementstogether, the “Surveys”) to Purchaser. Purchaser may elect to receive an update shall have the responsibility for obtaining any revisions or updates to the Existing Survey (the "Updated Survey") by notifying Seller of such election in writing prior to November 6, 1997. If Title Commitments and Surveys as Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated Surveymay deem necessary or desirable. Purchaser shall have until January 30, 2006 to give written notice (the later of November 6, 1997 and the date which is fifteen days after receipt of the “Title Commitment and Existing Survey (such date being referred to as the "Title Review Date"Notice”) for examination of Title Commitment and Existing Survey and the making of any objections thereto, said objections to be made in writing and delivered to Seller on or before the end of the Title Review Date. If Purchaser shall fail to make any objections on or before the Title Review Date, Purchaser shall be deemed to have accepted all exceptions to the Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 and 4, and the form and substance applicable Seller of the Existing Survey and all matters shown thereon; all such exceptions and matters shall be included in the term "Permitted Exceptions" as used herein. In the event Purchaser elects to receive the Updated Survey, then Purchaser shall have until the Title Review Date for examination of the Updated Survey and the making of objections to matters shown thereon, such objections as Purchaser may have to be made in writing and delivered to Seller on or before the expiration of the Title Review Date. If Purchaser shall fail to make any such objections to the Updated Survey on or before such date, Purchaser shall be deemed to have accepted the form and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptions. If any objections to (i) the Title Commitment or Existing Survey or exceptions to title are made within disclosed in the Title Review Period, Commitments or (ii) in the Updated Survey are made before the date specified above, then Seller Surveys or otherwise in Purchaser’s examination of title. Sellers shall have the right, but not the obligation (except as hereafter providedto Monetary Objections affecting such Seller’s Property), to attempt to remove, satisfy or otherwise cure any exceptions to title to which the Purchaser so objects. Within three (3) Business Days after receipt of Purchaser’s Title Notice, each Seller shall give written notice to Purchaser informing the Purchaser of Seller’s election with respect to such objections. If such Seller fails to give written notice of election within such three (3) Business Day period, such Seller shall be deemed to have elected not to attempt to cure the objections (other than Monetary Objections affecting such Seller’s Property). If such Seller elects to attempt to cure any objections, Sellers shall be entitled to one or more reasonable adjournments of the Closing of up to but not beyond the tenth (10th) day following the initial date set for the Closing to attempt such cure (by removal, endorsement or otherwise) such objections on or before subject to the Closing Date in a manner reasonably acceptable to Purchaser. If the objections are not cured by Seller no later than five (5) days before the scheduled Outside Closing Date), then but, except for Monetary Objections affecting such Seller’s Property, such Seller shall not be obligated to expend any sums, commence any suits or take any other action to effect such cure. Except as to Monetary Objections affecting such Seller’s Property, if such Seller elects, or is deemed to have elected, not to cure any exceptions to title to which Purchaser may as its only optionhas objected or if, elect after electing to either: attempt to cure, such Seller determines that it is unwilling or unable to remove, satisfy or otherwise cure any such exceptions, Purchaser’s sole remedy hereunder in such event shall be either (i) waive to accept title to each Property subject to such objection exceptions as if Purchaser had not objected thereto and consummate without reduction of the transaction contemplated by this Agreement; Purchase Price, or (ii) to terminate this AgreementAgreement within three (3) Business Days after receipt of written notice from either Seller either of Seller’s election not to attempt to cure any objection or of such Seller’s determination, in which event having previously elected to attempt to cure, that such Seller is unable or unwilling to do so, whereupon Escrow Agent shall return the Xxxxxxx Money shall be returned to Purchaser and neither party shall have any further obligations to the other party except for the Surviving ObligationsPurchaser. Notwithstanding anything to the contrary contained elsewhere in this Agreement, each Seller shall be obligated to remove (cure or cause the Title Company to affirmatively insure over in a manner reasonably acceptable to Purchaser) (i) any deeds of trust, mortgages, and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), (ii) any mechanic's or materialmen's liens relating to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all of the requirements set forth in Schedule B - Section 1 of the Commitment Monetary Objections affecting such Seller’s Property at or prior to Closing, and Sellers may use the proceeds of the Purchase Price at Closing Datefor such purpose.

Title and Survey. Purchaser acknowledges receipt of the Title Report and Survey. Seller shall, at Seller's sole cost acknowledges receipt of written notice from Purchaser of its objections (the “Title Objections”) with respect to the Title Report and expense, obtain and deliver to Purchaser for Purchaser's the Survey based on its review a commitment for a standard owner's policy thereof. Any matters of title insurance along with a copy or survey in the Title Report or the Survey and not contained in such written notice are conclusively deemed to be accepted and approved by Purchaser, except for New Title Objections (as defined below) and for Survey matters expressly reserved by Purchaser in its Title Objections, in each case not subsequently waived as provided in the next paragraph. Seller shall have until 5:00 p.m., Atlanta, Georgia time, on December 5, 2014 or, if later, the date this Agreement is executed by Purchaser and Seller, to notify Purchaser that Seller (a) will cause or (b) elects not to cause any or all of each instrument listed as an exception thereon other than Seller's debt instruments the Title Objections disclosed therein to be removed or, subject to Purchaser’s approval (the "Title Commitment") on the Real Property issued in Purchaser’s sole discretion), insured over by the Title Company. Seller’s failure to notify Purchaser within such period as to any Title Objection shall be deemed an election by Seller has delivered not to Purchaser a copy of the Existing Survey which Purchaser shall reimburse Seller for as provided in Section 4 hereof. During the Due Diligence Period, Seller shall obtain from remove or have the Title Company at Seller's sole cost and expense a survey endorsement and, if and to the extent available, contiguity, fairway and PUD endorsements. Purchaser may elect to receive an update to the Existing Survey (the "Updated Survey") by notifying Seller of insure over such election in writing prior to November 6, 1997Title Objection. If Seller notifies or is deemed to have notified Purchaser so electsthat Seller shall not remove nor have the Title Company insure over any or all of the Title Objections, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated Survey. Purchaser shall have until the later of November 6, 1997 and the date which is fifteen days after receipt expiration of the Investigation Period, to (i) terminate this Agreement, which termination shall be subject to the terms of Section 5.4, or (ii) waive such Title Commitment Objections and Existing proceed to Closing without any abatement or reduction in the Purchase Price on account of such Title Objections. If Purchaser does not give such notice within the applicable response period, Purchaser shall be deemed to have elected to waive such Title Objections. For the avoidance of doubt, Purchaser shall not be required to accept any Curative Endorsements or affirmative insurance over Title Objections unless Purchaser, in its sole discretion, approves same in writing. Notwithstanding anything herein to the contrary, if the Title Report or Survey is re-issued or updated after the Title Objection deadline, Purchaser shall have the right to object (each, a “New Title Objection”) to any additional matter of title or survey disclosed or contained in any such date being referred update (notwithstanding the passage of the Investigation Period). If Seller is unable or unwilling to as the "cause any such New Title Review Date") for examination of Title Commitment and Existing Survey and the making of any objections thereto, said objections Objection to be made removed or, subject to Purchaser’s approval (in writing Purchaser’s sole discretion), insured over by the Title Company by the earlier of five (5) days following receipt by Seller of a New Title Objection or the Closing Date, Purchaser shall have the right either to (i) waive such New Title Objection and delivered proceed to Seller Closing without any adjustment in the Purchase Price, or (ii) terminate this Agreement, which termination shall be subject to the terms of Section 5.4. If Purchaser does not give such notice on or before the end of the Title Review Date. If Purchaser shall fail to make any objections on or before the Title Review Closing Date, Purchaser shall be deemed to have accepted all exceptions elected to the Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 and 4, and the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters shall be included in the term "Permitted Exceptions" as used herein. In the event Purchaser elects to receive the Updated Survey, then Purchaser shall have until the Title Review Date for examination of the Updated Survey and the making of objections to matters shown thereon, such objections to be made in writing and delivered to Seller on or before the expiration of the Title Review Date. If Purchaser shall fail to make any such objections to the Updated Survey on or before such date, Purchaser shall be deemed to have accepted the form and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptions. If any objections to (i) the Title Commitment or Existing Survey or exceptions to title are made within the Title Review Period, or (ii) the Updated Survey are made before the date specified above, then Seller shall have the right, but not the obligation except as hereafter provided, to cure (by removal, endorsement or otherwise) such objections on or before the Closing Date in a manner reasonably acceptable to Purchaser. If the objections are not cured by Seller no later than five (5) days before the scheduled Closing Date, then Purchaser may as its only option, elect to either: (i) waive such objection and consummate the transaction contemplated by this Agreement; or (ii) terminate this Agreement, in which event the Xxxxxxx Money shall be returned to Purchaser and neither party shall have any further obligations to the other party except for the Surviving Obligations. Notwithstanding anything to the contrary contained in this Agreement, Seller shall be obligated to remove (or cause the New Title Company to affirmatively insure over in a manner reasonably acceptable to Purchaser) (i) any deeds of trust, mortgages, and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), (ii) any mechanic's or materialmen's liens relating to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all of the requirements set forth in Schedule B - Section 1 of the Commitment at or prior to the Closing DateObjection.

Title and Survey. (a) Within three (3) Business Days after the Effective Date, Seller shall, at Seller's sole cost and expense, obtain and deliver to shall provide Purchaser for Purchaser's review a commitment for a standard owner's policy of title insurance along with a copy of each instrument listed as an exception thereon other than Seller's debt instruments (the "Title Commitment") on most recent owner’s and lender’s title insurance policies issued in connection with the Real Property issued by the Title Company. Seller has delivered to Purchaser a copy and all existing surveys of the Existing Survey which Purchaser shall reimburse Seller for as provided in Section 4 hereof. During the Due Diligence PeriodReal Property, Seller shall obtain from the Title Company at Seller's sole cost and expense a survey endorsement and, each if and to the extent available, contiguity, fairway and PUD endorsementsthat the same are reasonably available in Seller’s possession or control. Purchaser may elect acknowledges receipt of title commitments of the Real Property (together with legible copies of all documents listed as exceptions to receive an update title in such commitments) for a 2006 ALTA Owner’s Title Insurance Policy issued by the Title Company for each Property in the full amount of the Purchase Price, covering title to the Existing Survey Real Property on or after the date hereof, showing Seller as owner of the Real Property in fee simple (the "Updated Survey") by notifying “Title Commitments”). The premium for the title policy to be issued in connection with the Title Commitments shall be an expense of Seller of such election in writing prior to November 6, 1997at Closing. If Purchaser so elects, Seller shallmay, at Purchaser's its sole cost costs and expense, obtain and deliver to Purchaser for Purchaser's review have surveys of each Real Property prepared (the Updated Survey“Surveys”). Purchaser shall have until the later end of November 6, 1997 the Study Period to give Seller a written notice that sets forth any objections that Purchaser has to title or survey matters affecting the Property and disclosed on the date which is fifteen Title Commitments or the Surveys (the “Purchaser Title Objections”). Seller shall have seven (7) days after receipt of such written notice to cure the Purchaser Title Objections, either by the removal of the Purchaser Title Objections or, if applicable, by the procurement of title insurance endorsements providing coverage against loss or damage as a result of the Purchaser Title Objections, in the form generally in use by the Title Commitment Company and Existing Survey (such date being referred approved by Purchaser in its sole and absolute discretion. Seller shall not be obligated to as cure the "Purchaser Title Review Date") Objections; provided, however, if Seller fails to cure the Purchaser Title Objections for examination of Title Commitment and Existing Survey and the making of any objections thereto, a Property within said objections to be made in writing and delivered to Seller on or before the end of the Title Review Date. If Purchaser shall fail to make any objections on or before the Title Review Date7-day period, Purchaser shall be deemed to have accepted all exceptions to the Title Commitment shown on Schedule Boption, Section IIin its sole discretion, except for exceptions 1, 2, 3 and 4, and of either (x) accepting the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters shall be included in the term "Permitted Exceptions" title as used herein. In the event Purchaser elects to receive the Updated Survey, it then Purchaser shall have until the Title Review Date for examination of the Updated Survey and the making of objections to matters shown thereon, such objections to be made in writing and delivered to Seller on or before the expiration of the Title Review Date. If Purchaser shall fail to make any such objections to the Updated Survey on or before such date, Purchaser shall be deemed to have accepted the form and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptions. If any objections to (i) the Title Commitment or Existing Survey or exceptions to title are made within the Title Review Period, is or (iiy) the Updated Survey are made before the date specified above, then Seller shall have the right, but not the obligation except as hereafter provided, to cure (by removal, endorsement or otherwise) such objections on or before the Closing Date terminating this Agreement in a manner reasonably acceptable to Purchaser. If the objections are not cured by Seller no later than five (5) days before the scheduled Closing Date, then Purchaser may as its only option, elect to either: (i) waive such objection and consummate the transaction contemplated by this Agreement; or (ii) terminate this Agreemententirety, in which event the Xxxxxxx Money Deposit shall immediately be returned to Purchaser, this Agreement shall terminate and Purchaser and neither party Seller shall have any no further obligations to the or liabilities hereunder other party except for the Surviving Obligationsthan Purchaser’s obligations under Section 5.1(b) and Section 5.3. Notwithstanding anything in this Agreement to the contrary contained in this Agreementcontrary, all Voluntary Liens will be satisfied by Seller shall be obligated to remove (or cause the Title Company to affirmatively insure over in a manner reasonably acceptable to Purchaser) (i) any deeds of trust, mortgages, and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), (ii) any mechanic's or materialmen's liens relating to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all of the requirements set forth in Schedule B - Section 1 of the Commitment at or prior to the Closing DateDate or, if not so satisfied, shall be satisfied at Closing out of the proceeds otherwise payable to Seller, and Purchaser shall have no obligation to give Seller any notice of objection with respect to any Voluntary Liens.

Title and Survey. Seller shall, Buyer shall obtain each of the following at Seller's sole its own cost and expense, obtain : (i) a current Survey of the Real Property; and deliver to Purchaser for Purchaser's review (ii) a title insurance commitment for a standard owner's policy of title insurance along with a copy of each instrument listed as an exception thereon other than Seller's debt instruments (the "Title Commitment") on the Real Property issued by the Title Company. Seller has delivered to Purchaser a copy of the Existing Survey which Purchaser shall reimburse Seller for as provided in Section 4 hereof. During the Due Diligence Period, Seller shall obtain from the Title Company at Seller's sole cost and expense a survey endorsement and, if and to the extent available, contiguity, fairway and PUD endorsements. Purchaser may elect to receive an update to the Existing Survey title insurance company selected by Buyer (the "Updated Survey") by notifying Seller of such election in writing prior to November 6, 1997“Title Commitment”). If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated Survey. Purchaser Buyer shall have until the later of November 6, 1997 and the date which is fifteen days after receipt of the Title Commitment and Existing Survey (such date being referred to as the "Title Review Date") for examination of Title Commitment and Existing Survey and the making of any objections thereto, said objections to be made in writing and delivered to Seller on or before the end of the Title Review Date. If Purchaser shall fail to make any objections on or before the Title Review Date, Purchaser shall be deemed to have accepted all exceptions to the Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 and 4, and the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters shall be included in the term "Permitted Exceptions" as used herein. In the event Purchaser elects to receive the Updated Survey, then Purchaser shall have until the Title Review Date for examination of the Updated Survey and the making of objections to matters shown thereon, such objections to be made in writing and delivered to notify Seller on or before the expiration of the Title Review Date. If Purchaser shall fail to make Inspection Period, as the same may be extended in accordance with Section 4.1 above, of any such objections to the Updated Survey matters reflected on or before such date, Purchaser shall be deemed to have accepted the form and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptions. If any objections to (i) the Title Commitment or Existing on the Survey that would make Seller unable to give title to the Premises as stipulated herein, including without limitation, any title or exceptions survey matters that are objectionable to title are made within the Title Review PeriodBuyer (referred to herein as “Defects of Title”, or (ii) the Updated Survey are made before the date specified aboveindividually, then a “Defect of Title”). Any such written notice is referred to herein as a “Buyer’s Title Notice”. Seller shall have the right, but not the obligation except as hereafter provided, to cure (by removal, endorsement or otherwise) such objections on or before the Closing Date in a manner reasonably acceptable to Purchaser. If the objections are not cured by Seller no later than five (5) business days before following its receipt of Buyer’s Title Notice to notify Buyer by written notice as to whether or not Seller has elected to cure or not to cure the scheduled Closing Datematter or matters objected to by Buyer in such Buyer’s Title Notice (a “Seller’s Title Notice”). If Seller notifies Buyer in its Seller’s Title Notice that Seller has elected not to cure any matter objected to in such Buyer’s Title Notice, then Purchaser or if, having elected to attempt to cure a Defect of Title, Seller is unable to do so within the Cure Period as defined below, after the exercise of good faith efforts, Buyer shall elect, within five (5) business days following its receipt of Seller’s Title Notice, or the end of the Cure Period, as the case may as its only optionbe, elect to either: either (ia) waive its objection or objections to the matter or matters specified in Buyer’s Title Notice and not being cured by Seller, in which case such objection and consummate the transaction contemplated by this Agreementmatter or matters shall become Permitted Exceptions; or (iib) terminate this AgreementAgreement by written notice to Seller, in which event case the Xxxxxxx Money Deposit shall be returned forthwith to Purchaser Buyer by the Escrow Agent without any further required action by either Buyer or Seller and neither party shall have any further obligations liability or obligation to the other party hereunder, unless such Defect of Title arises as a result of Seller’s default hereunder, and except for any matter that expressly survives the Surviving Obligations. Notwithstanding anything to Closing or the contrary contained in termination of this Agreement. If Seller has elected to cure any matter, Seller shall be obligated have sixty (60) days after the date of Buyer’s Title Notice (the “Cure Period”) to remove (or cause the attempt to cure any such Defect of Title Company to affirmatively insure over in a manner reasonably acceptable to Purchaser) Buyer (iand, if necessary, the Closing shall be extended to accommodate such time periods), and Buyer shall be given a reasonable opportunity prior to Closing to verify that such matter has been cured to Buyer’s reasonable satisfaction. Buyer shall be deemed to have waived any objection to any Defect of Title unless Buyer notifies Seller of such Defect of Title on or before the end of the Inspection Period, as the same may be extended as provided in Section 4.1. Accordingly, any Defect of Title not timely objected to by Buyer shall be deemed to be a “Permitted Exception”. In all events Seller shall be required to remove at or prior to Closing (X) any deeds of trust, mortgages, mortgages affecting the Property and related loan documents securing any financing obtained by Seller, other liens encumbering the Property that secure monetary obligations (including, without limitation, mechanic’s liens) to the existing loan with Continental Bank, N.A. (the "Existing Loan"), (ii) extent such liens are voluntarily created by Seller or arise out of any mechanic's or materialmen's liens relating to work done performed by or on behalf of Seller (other than documents evidencing and securing the Assumed Loan), and (iiiY) any tax liens or judgment amounts affecting the Property being conveyed due for taxes, water or sewer for any period of time prior to Closing. With respect to any monetary liens against Seller. that are not included within clauses (X) or (Y) above, Seller agrees to use best efforts cause such liens to satisfy all of be released from the requirements set forth in Schedule B - Section 1 of the Commitment at Property by posting a bond or prior to the Closing Dateotherwise.

Title and Survey. Seller shall4.1. Purchaser shall obtain, at Seller's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review a commitment for a standard owner's policy of title insurance along with a copy of each instrument listed as an exception thereon other than Seller's debt instruments (the "Title Commitment") on the Real Property issued by the Title Company. Seller has delivered to Purchaser a copy of the Existing Survey which Purchaser shall reimburse Seller for as provided in Section 4 hereof. During the Due Diligence Period, Seller shall obtain from the Title Company at Seller's its sole cost and expense a title report and survey endorsement and, if and for each of the Properties from a national title insurance company. At least five (5) days prior to the extent availableexpiration of the Feasibility Period, contiguity, fairway Purchaser shall deliver copies of such title reports and PUD endorsements. Purchaser may elect surveys to receive an update to the Existing Survey Sellers and notify (the "Updated SurveyTitle Notice") by notifying Seller Sellers which, if any, of such election in writing prior to November 6the liens, 1997. If Purchaser so electsdefects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver encumbrances or other matters disclosed thereby are objectionable to Purchaser for Purchaser's review (the Updated Survey"Title Defects"). Purchaser shall have until the later of November 6, 1997 and the date which is fifteen days Within two (2) Business Days after receipt by Sellers of the Title Commitment Notice, Sellers shall notify Purchaser if Sellers are willing and Existing Survey able to cure any of the Title Defects (such date being referred to as the "Title Review DateCure Notice") for examination ). All title defects, encumbrances and other matters which are a matter of Title Commitment and Existing Survey and the making of any objections thereto, said objections to be made in writing and delivered to Seller public record on or before the end expiration of the Feasibility Period or which are otherwise disclosed by Purchaser's title reports or surveys for the Properties, except for Title Review Date. If Defects which are objected to by Purchaser and which Sellers agree to cure in the Cure Notice, shall be deemed "Permitted Exceptions" which Purchaser shall fail take title subject to. Sellers shall have no obligation to make cure any objections on Title Defects, except for mortgages, mechanics liens, monetary judgments or before delinquent real estate taxes, which Sellers agree to bond or pay off at or prior to the Closing. In the event Sellers are unable or unwilling to cure any Title Review DateDefects which are material to the Properties, taken as a whole, then Purchaser shall have the right, as its sole remedy, to terminate this Agreement pursuant to Section 3.1 hereof prior to the expiration of the Feasibility Period. After the Feasibility Period, Purchaser shall be deemed to have accepted all exceptions to the Title Commitment shown on Schedule B, waived its rights under this Section II, except for exceptions 1, 2, 3 4.1 and 4, and the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters shall be included in the term "Permitted Exceptions" as used herein. In the event Purchaser elects to receive the Updated Survey, then Purchaser shall have until the Title Review Date for examination of the Updated Survey and the making of objections to matters shown thereon, such objections to be made in writing and delivered to Seller on or before the expiration of the Title Review Date. If Purchaser shall fail to make any such objections to the Updated Survey on or before such date, Purchaser shall be deemed to have accepted the form quality and substance condition of title to the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Premises subject only to the Permitted Exceptions. If any objections to (i) the Title Commitment or Existing Survey or exceptions to title are made within the Title Review Period, or (ii) the Updated Survey are made before the date specified above, then Seller shall have the right, but not the obligation except as hereafter provided, to cure (by removal, endorsement or otherwise) such objections on or before the Closing Date in a manner reasonably acceptable to Purchaser. If the objections are not cured by Seller no later than five (5) days before the scheduled Closing Date, then Purchaser may as its only option, elect to either: (i) waive such objection and consummate the transaction contemplated by this Agreement; or (ii) terminate this Agreement, in which event the Xxxxxxx Money shall be returned to Purchaser and neither party shall have any further obligations to the other party except for the Surviving Obligations. Notwithstanding anything to the contrary contained in this Agreement, Seller shall be obligated to remove (or cause the Title Company to affirmatively insure over in a manner reasonably acceptable to Purchaser) (i) any deeds of trust, mortgages, and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), (ii) any mechanic's or materialmen's liens relating to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all of the requirements set forth in Schedule B - Section 1 of the Commitment at or prior to the Closing Date.

Title and Survey. Within five (5) Business Days following the Effective Date, Seller shall, at Seller's sole cost and expense, obtain and shall deliver to Purchaser for Purchaser's review a commitment for a standard owner's policy copies of the most recent title insurance along with a copy policies and surveys of each instrument listed as an exception thereon other than Seller's debt instruments (the "Title Commitment") on the Real Property issued by the Title Company. Seller has delivered to Purchaser a copy of the Existing Survey which Purchaser shall reimburse Seller for as provided Properties that are in Section 4 hereof. During the Due Diligence Period, Seller shall obtain from the Title Company at Seller's sole cost and expense a survey endorsement and, ’s possession or control (if and to the extent available, contiguity, fairway and PUD endorsements. Purchaser may elect to receive an update to the Existing Survey (the "Updated Survey") by notifying Seller of such election in writing prior to November 6, 1997. If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated Surveyany). Purchaser shall have until the later of November 6, 1997 right to obtain new or updated title commitments and/or surveys for the Real Properties and the date which is fifteen days after receipt of the Title Commitment and Existing Survey (such date being referred to as the "Title Review Date") for examination of Title Commitment and Existing Survey and the making Purchaser shall provide copies of any objections thereto, said objections to be made in writing and delivered such updates to Seller on or before the end of the Title Review Datewithin two (2) Business Days after its receipt thereof. If Purchaser shall fail At least five (5) Business Days prior to make any objections on or before the Title Review Date, Purchaser shall be deemed to have accepted all exceptions to the Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 and 4, and the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters shall be included in the term "Permitted Exceptions" as used herein. In the event Purchaser elects to receive the Updated Survey, then Purchaser shall have until the Title Review Date for examination of the Updated Survey and the making of objections to matters shown thereon, such objections to be made in writing and delivered to Seller on or before the expiration of the Title Review Date. If Purchaser shall fail to make any such objections to the Updated Survey on or before such dateInspection Period, Purchaser shall be deemed give Seller notice of any title exceptions or other matters set forth on Seller’s title policies or surveys or any updates thereof as to have accepted the form which Purchaser objects in its sole and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptionsabsolute discretion. If any objections to (i) the Title Commitment or Existing Survey or exceptions to title are made within the Title Review Period, or (ii) the Updated Survey are made before the date specified above, then Seller shall have the right, but not the obligation except obligation, to remove, satisfy or otherwise cure any such exception or other matter as hereafter to which Purchaser so objects, Seller is unable or unwilling to take such actions as may be required to cure such objections, Seller shall give Purchaser notice thereof; it being understood and agreed that the failure of Seller to give such notice within three (3) Business Days after its receipt of Purchaser’s notice of objection shall be deemed an election by Seller not to remedy such matters. If Seller shall be unable or unwilling to remove any title defects to which Purchaser has so objected, Purchaser shall elect either (a) to terminate this Agreement (in whole but not in part) or (b) to proceed to Closing notwithstanding such title defect without any abatement or reduction in the Purchase Price on account thereof. Purchaser shall make any such election by written notice to Seller given on or prior to the expiration of the Inspection Period; provided, however, if Seller commences to cure a title defect and then elects not to complete such cure, Purchaser shall have the right to terminate this Agreement by written notice to Seller within three (3) Business Days after Seller notifies Purchaser thereof. The failure of Purchaser to give such notice shall be deemed an election by removal, endorsement or otherwisePurchaser to proceed to Closing in accordance with clause (b) such objections on or before the Closing Date in a manner reasonably acceptable to Purchaserabove. If Purchaser terminates this Agreement in accordance with this Section 3.3, Escrow Agent shall return the objections are not cured by Seller no later than five (5) days before the scheduled Closing Date, then Purchaser may as its only option, elect to either: (i) waive such objection and consummate the transaction contemplated by this Agreement; or (ii) terminate this Agreement, in which event the Xxxxxxx Money shall be returned Deposit to Purchaser and neither party shall have any further rights or obligations hereunder, except with respect to the other party except for the Surviving Obligations. Notwithstanding anything to the contrary contained in this Agreement, Seller shall be obligated to remove (or cause the Title Company to affirmatively insure over in a manner reasonably acceptable to Purchaser) (i) any deeds of trust, mortgages, and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), (ii) any mechanic's or materialmen's liens relating to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all of the requirements set forth in Schedule B - Section 1 of the Commitment at or prior to the Closing Date.

Title and Survey. Seller shall, at Seller's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review a commitment for a standard owner's policy of title insurance along with a copy of each instrument listed as an exception thereon other than Seller's debt instruments (the "Title Commitment"a) on the Real Property issued by the Title Company. Seller GES has delivered to Purchaser the Company a copy preliminary title commitment (the “Title Commitment”), sufficient for the issuance of a TLTA Owner Policy of Title Insurance with respect to the Existing Survey which Purchaser shall reimburse Seller for as provided Real Estate in Section 4 hereof. During the Due Diligence Periodamount of $3,900,000.00 (the “Title Policy”), Seller shall obtain from the issued by American Title Company at Seller's sole cost and expense a survey endorsement andof Houston, if and to the extent available0000 Xxxxxx Xxxxx, contiguityXxxxx 0000, fairway and PUD endorsements. Purchaser may elect to receive an update to the Existing Survey Xxxxxxx, Xxxxx 00000 (the "Updated Survey"“Title Company”) by notifying Seller as agent for First American Title Insurance Company (the “Title Underwriter”), together with true, correct and legible copies of such election in writing prior all instruments referred to November 6, 1997therein as conditions or exceptions to title. If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated Survey. Purchaser shall The Company will have until the later of November 6, 1997 and the date which is fifteen ten (10) days after receipt of the Title Commitment and Existing Survey (such date being referred to as the "Title Review Date") for examination of Title Commitment and Existing Survey and the making of any objections thereto, said objections to be made in writing and delivered to Seller on or before the end last of the Title Review DateCommitment, legible copies of documents evidencing title exceptions, and the Updated Survey (defined below) to object in writing to matters disclosed in the Title Commitment other than the standard printed exceptions contained in the promulgated form of the Title Commitment. The Company’s failure to object under this paragraph within the time allowed will constitute a waiver of the Company’s right to object, except that the requirements in Schedule C of the Title Commitment will not be deemed to have been waived. If Purchaser objections hereunder are made by the Company within the time allowed, GES shall fail notify the Company within five (5) days of receipt of such objections as to make any whether GES intends to cure such objections, in which event GES shall have ten (10) days after the date of such notice to the Company to cure such objections. If GES has not notified the Company within five (5) days of receipt of the Company’s objections on under this paragraph of its intent to cure such objections or before if GES elects not to cure all of such objections, the Title Review DateCompany shall have only the right, Purchaser by giving notice thereof to GES within ten (10) days of the expiration of GES’s reply period or receipt of GES’s election not to cure the Company’s objections, (a) to terminate this Agreement, or (b) to waive such objections under this paragraph and proceed to Closing. In the event the Company does not give such election notice within said ten (10) days period, the Company shall be deemed to have accepted all exceptions elected option (b) above. Should GES elect to cure the Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 Company’s objections and 4, and the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters shall be included in the term "Permitted Exceptions" as used herein. In the event Purchaser elects to receive the Updated Survey, then Purchaser shall have until the Title Review Date for examination of the Updated Survey and the making of objections to matters shown thereon, such objections to be made in writing and delivered to Seller on or before the expiration of the Title Review Date. If Purchaser shall fail to make any such objections to the Updated Survey on or before such date, Purchaser shall be deemed to have accepted the form and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptions. If any objections to (i) the Title Commitment or Existing Survey or exceptions to title are made do so within the Title Review Periodtime allowed hereunder, or (ii) the Updated Survey are made before the date specified above, then Seller shall have the right, but not the obligation except as hereafter provided, Company may elect to cure (by removal, endorsement or otherwise) such objections on or before extend the Closing Date in a manner reasonably acceptable as necessary to Purchaser. If the objections are not cured by Seller no later than five (5) days before the scheduled Closing Dateallow GES to cure such objections, then Purchaser may as its only option, elect or to either: (i) waive such objection and consummate the transaction contemplated by this Agreement; or (ii) terminate this Agreement, or to waive such objections and proceed to Closing under the provisions as stated herein. Those exceptions that appear in which event the Xxxxxxx Money shall be returned to Purchaser Title Commitment and neither party shall have any further obligations conditions shown on the Updated Survey (defined below), in each case as accepted by the Company pursuant to the other party except for terms of Section 9.5, shall constitute the Surviving Obligations. Notwithstanding anything to “Permitted Exceptions”; provided, however, that the contrary contained in this Agreement, Seller term “Permitted Exceptions” shall be not include any Liens or title defects that GES is obligated to remove (cure hereunder or cause the Title Company to affirmatively insure over in a manner reasonably acceptable to Purchaser) (i) any deeds of trust, mortgages, and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), (ii) any mechanic's or materialmen's liens relating to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all of cure before the requirements set forth in Schedule B - Section 1 of the Commitment at or prior to the Closing DateClosing.

Title and Survey. Seller shallWithin five (5) Business Days following the Effective Date, at Seller's sole cost and expense, obtain and the Company shall deliver to Purchaser for Purchaser's review a commitment for a standard owner's policy copies of the most recent title insurance along with a copy policies and surveys of each instrument listed as an exception thereon other than Seller's debt instruments (the "Title Commitment") on the Real Property issued by that are in the Title Company. Seller has delivered to Purchaser a copy of the Existing Survey which Purchaser shall reimburse Seller for as provided in Section 4 hereof. During the Due Diligence Period, Seller shall obtain from the Title Company at Seller's sole cost and expense a survey endorsement and, ’s possession or control (if and to the extent available, contiguity, fairway and PUD endorsements. Purchaser may elect to receive an update to the Existing Survey (the "Updated Survey") by notifying Seller of such election in writing prior to November 6, 1997. If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated Surveyany). Purchaser shall have until the later of November 6, 1997 right to obtain new or updated title commitments and/or surveys for the Real Property and the date which is fifteen days after receipt of the Title Commitment and Existing Survey (such date being referred to as the "Title Review Date") for examination of Title Commitment and Existing Survey and the making Purchaser shall provide copies of any objections thereto, said objections to be made in writing and delivered to Seller on or before the end of the Title Review Date. If Purchaser shall fail to make any objections on or before the Title Review Date, Purchaser shall be deemed to have accepted all exceptions such updates to the Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 and 4, and the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters shall be included in the term "Permitted Exceptions" as used hereinCompany within five (5) Business Days after its receipt thereof. In the event Purchaser elects At least ten (10) Business Days prior to receive the Updated Survey, then Purchaser shall have until the Title Review Date for examination of the Updated Survey and the making of objections to matters shown thereon, such objections to be made in writing and delivered to Seller on or before the expiration of the Title Review Date. If Purchaser shall fail to make any such objections to the Updated Survey on or before such dateInspection Period, Purchaser shall be deemed give the Company notice of any title exceptions or other matters set forth on the Company’s title policies or surveys or any updates thereof as to have accepted the form which Purchaser objects in its sole and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptionsabsolute discretion. If any objections to (i) the Title Commitment or Existing Survey or exceptions to title are made within the Title Review Period, or (ii) the Updated Survey are made before the date specified above, then Seller The Company shall have the right, but not the obligation except as hereafter providedobligation, to remove, satisfy or otherwise cure (by removal, endorsement any such exception or otherwise) such objections on or before the Closing Date in a manner reasonably acceptable other matter as to Purchaserwhich Purchaser so objects. If the objections are Company is unable or unwilling to take such actions as may be required to cure such objections, the Company shall give Purchaser notice thereof; it being understood and agreed that the failure of the Company to give such notice within three (3) Business Days after its receipt of Purchaser’s notice of objection shall be deemed an election by the Company not cured by Seller no later than five to remedy such matters. If the Company shall be unable or unwilling to remove any title defects to which Purchaser has so objected, Purchaser shall elect either (5a) days before the scheduled Closing Date, then Purchaser may as its only option, elect to either: terminate this Agreement (iin whole but not in part) waive such objection and consummate the transaction contemplated by this Agreement; or (iib) terminate this Agreement, to proceed to Closing notwithstanding such title defect without any abatement or reduction in which event the Xxxxxxx Money Purchase Price on account thereof. Purchaser shall be returned to Purchaser and neither party shall have make any further obligations such election by written notice to the other party except for the Surviving Obligations. Notwithstanding anything to the contrary contained in this Agreement, Seller shall be obligated to remove (or cause the Title Company to affirmatively insure over in a manner reasonably acceptable to Purchaser) (i) any deeds of trust, mortgages, and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), (ii) any mechanic's or materialmen's liens relating to work done by or given on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all of the requirements set forth in Schedule B - Section 1 of the Commitment at or prior to the expiration of the Inspection Period; provided, however, if the Company commences to cure a title defect and then elects not to complete such cure, Purchaser shall have the right to terminate this Agreement by written notice to the Company within three (3) Business Days after the Company notifies Purchaser thereof. The failure of Purchaser to give such notice shall be deemed an election by Purchaser to proceed to Closing Datein accordance with clause (b) above.

Title and Survey. 6.1 Seller shall, at Seller's sole cost shall convey and expense, obtain and deliver to Purchaser for Purchaser's review Buyer shall accept a commitment for title such as a standard owner's policy of reputable title insurance along with a copy company licensed to do business in the State wherein the Shopping Center is located will be willing to approve and insure subject only to Permitted Exceptions as provided for in this Agreement. Buyer acknowledges that it has heretofore received copies of each instrument listed as an exception thereon other than Seller's debt instruments ’s existing title insurance policy for the Real Estate (the "“Existing Title Commitment"Policy”) on and of Seller’s existing survey of the Real Property issued by Estate (the Title Company“Existing Survey”). Seller has delivered to Purchaser a copy Promptly following the execution of the Existing Survey which Purchaser shall reimburse Seller for as provided in Section 4 hereof. During the Due Diligence Periodthis Agreement, Seller shall Buyer may (if it so elects) obtain from the Title Company (at Seller's Buyer’s sole cost and expense a survey endorsement and, if and to the extent available, contiguity, fairway and PUD endorsements. Purchaser may elect to receive an update to expense) updates of the Existing Survey (the "“Updated Survey") by notifying Seller of ”); if Buyer does obtain such election in writing prior to November 6, 1997. If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated Survey. Purchaser shall have until the later of November 6, 1997 and the date which is fifteen days after receipt of the Title Commitment and Existing Survey (such date being referred to as the "Title Review Date") for examination of Title Commitment and Existing Survey and the making of any objections thereto, said objections to be made in writing and delivered to Seller on or before the end of the Title Review Date. If Purchaser shall fail to make any objections on or before the Title Review Date, Purchaser shall be deemed to have accepted all exceptions to the Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 and 4, and the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters shall be included in the term "Permitted Exceptions" as used herein. In the event Purchaser elects to receive the an Updated Survey, then Purchaser Buyer shall have until cause it to be certified to Seller and Buyer shall promptly furnish Seller with a copy thereof. As used in this Section 6.1, the Title Review Date for examination of term “Survey” shall mean the Updated Survey and the making of objections to matters shown thereonor, such objections to be made in writing and delivered to Seller on or before the expiration of the Title Review Date. If Purchaser shall fail to make any such objections to the if no Updated Survey on or before such dateis obtained by Buyer, Purchaser the Existing Survey. Promptly following the execution of this Agreement, Buyer shall be deemed also (at Buyer’s sole expense) obtain a commitment for an ALTA 2006 Owner’s Policy of Title Insurance (the “Title Commitment”); and Buyer shall promptly furnish Seller with complete copies thereof (including complete copies of all underlying title exception documents referenced therein as provided by the title company to have accepted the form and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted ExceptionsBuyer). If any objections to (i) the Title Commitment or Existing Survey or exceptions to title are made within the Title Review Period, or (ii) the Updated Survey are made before the date specified above, then Seller shall have the right, but not the obligation except as hereafter provided, to cure (by removal, endorsement or otherwise) such objections on or before the Closing Date in a manner reasonably acceptable to Purchaser. If the objections are not cured by Seller no Not later than five (5) days prior to the expiration of the Due Diligence Period, Buyer shall give Seller written notice (“Buyer’s Title Notice”) of any title exceptions which are contained in the Title Commitment or on the Survey. Failure by Buyer to give Buyer’s Title Notice (or to object to any matter referenced in the Title Commitment or the Survey) to Seller on or before said date shall constitute Buyer’s final and irrevocable approval of the scheduled Closing Datecondition of title (and to any such unobjected to matter) in and to the Real Estate. If Buyer’s Title Notice shall be timely given Seller shall have a period of sixty (60) days following Seller’s receipt of Buyer’s Title Notice, then Purchaser may to remove, correct, cure or satisfy any matters raised in Buyer’s Title Notice (the “Title Objections”), it being nevertheless agreed that Seller shall have no obligation to undertake any action or to incur any expense in order to effectuate any such removal, correction, cure or satisfaction (except that notwithstanding the foregoing, or anything else contained in this Agreement to the contrary, Seller shall be required to remove or discharge any fee mortgages or deeds of trust, as its only option, elect well as any other liens in an ascertainable dollar amount created by Seller); and it also being agreed that any attempt by Seller to either: (i) waive cure shall not be construed as an admission by Seller that such objection and consummate Title Objection is one that would give Buyer the transaction contemplated by right to cancel this Agreement; . In the event that Seller elects not to attempt to remove, correct, cure or satisfy the Title Objections, or if having elected to do so, does not within said sixty (ii60) day period effectuate any such removal, correction, cure or satisfaction as aforesaid (hereinafter called “title correction”), Buyer shall have the right at its sole option either (a) to terminate this Agreement, in which event the Xxxxxxx Money Deposit shall be returned to Purchaser Buyer and neither party shall thereafter have any further obligations to the other party liability hereunder, except for the Surviving Obligations. Notwithstanding anything to the contrary contained in this Agreement, Seller shall be obligated to remove (or cause the Title Company to affirmatively insure over in a manner reasonably acceptable to Purchaser) (i) any deeds of trust, mortgages, and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), (ii) any mechanic's or materialmen's liens relating to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all of the requirements as set forth in Schedule B - Section 1 Sections 4.2 and 15.8, or (b) to accept such title as is disclosed by the Title Commitment without title correction and without any reduction to the Purchase Price, thereby waiving any rights against Seller with respect thereto. Said election shall be made by Buyer within three (3) days following Buyer’s receipt of written notification by Seller that Seller has not effectuated (or has elected not to effectuate) title correction. In the event that Seller (even though under no duty to do so) shall undertake title correction as aforesaid, and shall be successful, this Agreement shall continue in full force and effect and Buyer shall close the transaction contemplated hereby in accordance with the terms hereof. In the event that Seller shall only be partially successful in obtaining title correction, Buyer shall have the same alternative rights as Buyer would have in the event Seller had declined to seek title correction (as set forth above). Buyer shall make its election within three (3) days after Buyer’s receipt of written notice from Seller to Buyer of the Commitment at or prior extent to the Closing Datewhich title has been corrected.

Title and Survey. Seller shall, at Seller's sole cost and expense, obtain and deliver Prior to Purchaser for Purchaser's review a commitment for a standard owner's policy of title insurance along with a copy of each instrument listed as an exception thereon other than Seller's debt instruments (the "Title Commitment") on the Real Property issued by the Title Company. Seller has delivered to Purchaser a copy of the Existing Survey which Purchaser shall reimburse Seller for as provided in Section 4 hereof. During the Due Diligence PeriodInspection Date, Seller shall obtain from identify (and advise Buyer, in writing, of) any easements or similar agreements Seller shall need to record prior to, or at Closing, to retain any rights on any of its property not being sold to Buyer. All such easements and similar agreements shall be subject to Buyer’s prior written approval, which approval shall not be unreasonably withheld. Buyer will have until 6:00 p.m. E.S.T. on the Title Company at Seller's sole cost and expense a survey endorsement and, if and date that is two (2) business days prior to the extent available, contiguity, fairway and PUD endorsements. Purchaser may elect Inspection Date (“Title Objection Deadline”) to receive an update examine title to the Existing Survey (the "Updated Survey") by notifying Seller of such election in writing prior to November 6, 1997. If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated Survey. Purchaser shall have until the later of November 6, 1997 Property and the date which is fifteen days after receipt of the Title Commitment and Existing Survey (such date being referred to as the "Title Review Date") for examination of Title Commitment and Existing Survey and the making give written notice to Seller of any objections thereto, said objections to be made in writing and delivered to Seller on the title or before the end of the Survey which Buyer may have (“Title Review DateObjections”). If Purchaser shall fail Buyer fails to make timely so advise Seller of any objections on or before the Title Review DateObjections, Purchaser Buyer shall be deemed to have accepted all waived such right to object to any title exceptions or defects. Seller shall review any comments Buyer provides to the Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 and 4, and the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters shall be included in the term "Permitted Exceptions" as used herein. In the event Purchaser elects to receive the Updated Survey, then Purchaser shall have until the Title Review Date for examination of the Updated Survey and the making of objections to matters shown thereon, such objections to be made Seller in writing and regarding its Title Objections. On or before the Inspection Date, Seller shall respond to any Title Objections that are timely delivered to Seller by Buyer. If Seller’s response to any of Buyer’s Title Objections is not acceptable to Buyer, then Buyer may elect, by written notice to Seller, on or before 6:00 p.m. E.S.T. on the expiration of the Title Review Inspection Date. If Purchaser shall fail to make any such objections to the Updated Survey on or before such date, Purchaser shall be deemed to have accepted the form and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptions. If any objections either to (i) the Title Commitment or Existing Survey or exceptions to title are made within the Title Review Period, or (ii) the Updated Survey are made before the date specified above, then Seller shall have the right, but not the obligation except as hereafter provided, to cure (by removal, endorsement or otherwise) such objections on or before the Closing Date in a manner reasonably acceptable to Purchaser. If the objections are not cured by Seller no later than five (5) days before the scheduled Closing Date, then Purchaser may as its only option, elect to either: (i) waive such objection and consummate the transaction contemplated by this Agreement; or (iia) terminate this Agreement, in which event case the Xxxxxxx Money shall be returned to Purchaser Buyer by Escrow Agent, and neither party the parties shall have no further rights or obligations hereunder, except for those which expressly survive any further obligations such termination, or (b) waive its objections hereunder and proceed with the transaction pursuant to the other party except for remaining terms and conditions of this Agreement. If Buyer fails to timely advise Seller of its election, it shall be deemed to have elected the Surviving Obligations. Notwithstanding anything to the contrary option contained in this Agreement, Seller shall be obligated to remove subpart (or cause b) above. In the Title Company to affirmatively insure over in a manner reasonably acceptable to Purchaser) event that (i) any deeds Buyer advises Seller of trust, mortgagesTitle Objections on or before the Title Objection Deadline, and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), (ii) any mechanic's some or materialmen's liens relating to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all of the requirements set forth in Schedule B - Section 1 of Title Objections remain outstanding and unresolved to Buyer’s satisfaction (or uncured) on the Commitment at or prior Inspection Date (the “Outstanding Title Objections”), but Buyer does not elect to terminate this Agreement pursuant to (a) above, then Seller hereby covenants and agrees that, from and after the Inspection Date and continuing to the Closing Date., Seller shall use reasonable and good faith efforts to address and resolve (or cure) the Outstanding Title Objections. Seller is not obligated to actually resolve and cure those Outstanding Title Objections, but rather, to act reasonably and in good faith in an effort to do so. It shall, however,

Title and Survey. Within two (2) days following the Effective Date, Seller shallshall deliver to Purchaser a survey of the Land in Seller's possession, if any, (the "Survey"). After the Effective Date, Purchaser shall obtain, at Seller's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review a title commitment for a standard owner's policy of title insurance along with a copy of each instrument listed as an exception thereon other than Seller's debt instruments (the "Title Commitment") on the Real Property issued by the Title Company. Seller has delivered /Escrow Agent, for a standard ALTA form of Owner's Title Insurance Policy with respect to Purchaser a copy Seller's interest in the Real Property, together with copies of the Existing Survey which Purchaser shall reimburse Seller for all documents and instruments referred to as provided exceptions to title in Section 4 hereof. During the Due Diligence Period, Seller shall obtain from the Title Company at SellerCommitment. Any costs related to an extended Owner's sole cost and expense a survey endorsement and, if and to the extent available, contiguity, fairway and PUD endorsementsTitle Insurance Policy shall be paid by Purchaser. Purchaser may elect to receive an update to the Existing Survey (the "Updated Survey") by notifying Seller of such election in writing prior to November 6, 1997. If Purchaser so elects, Seller shallPurchaser, at Purchaser's sole cost and expensecost, may obtain and deliver a new survey ("New Survey") of the Property made on the ground by a registered professional land surveyor that conforms to Purchaser for Purchaser's review the Updated Surveyrequirements of an ALTA/ACSM minimum standard detail survey. Purchaser shall have until four (4) days from the later Effective Date to provide written notice to Seller of November 6, 1997 and the date which is fifteen days after receipt of any matters shown by the Title Commitment and Existing or Survey (such date being referred or New Survey, if applicable) which are not satisfactory to as Purchaser, which notice (the "Title Review DateNotice") for examination of Title Commitment and Existing Survey must specify the reason such matter(s) are not satisfactory and the making of any objections thereto, said objections curative steps necessary to be made in writing and delivered to Seller on or before remove the end of basis for Purchaser's disapproval. The parties shall then have until the Title Review Date. If Purchaser shall fail Approval Date to make such arrangements or take such steps as they shall mutually agree to satisfy Purchaser's objection(s); provided, however, except as otherwise provided herein, Seller shall have no obligation whatsoever to expend or agree to expend any objections on funds, to undertake or before the Title Review Dateagree to undertake any obligations or otherwise to cure or agree to cure any title or survey objections, Purchaser and Seller shall not be deemed to have accepted any obligation to cure any title or survey objections unless Seller expressly undertakes such an obligation by a written notice to or written agreement with Purchaser given or entered into on or prior to the Approval Date and which recites that it is in response to a Title Notice. Notwithstanding the foregoing, all exceptions to the Title Commitment title shown on Schedule B, Section II, except for exceptions 1, 2, 3 and 4, and the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters shall be included in the term "Permitted Exceptions" as used herein. In the event Purchaser elects to receive the Updated Survey, then Purchaser shall have until the Title Review Date for examination of the Updated Survey and the making of objections to matters shown thereon, such objections to be made in writing and delivered to Seller on or before the expiration of the Title Review Date. If Purchaser shall fail to make any such objections to the Updated Survey on or before such date, Purchaser shall be deemed to have accepted the form and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptions. If any objections to (i) the Title Commitment or Existing Survey otherwise arising prior to the Closing which evidence (i) mortgages or exceptions to title are made within deeds of trust created by Seller encumbering Seller's fee interest in the Title Review Period, or Real Property; (ii) judgment liens evidencing non-appealable judgments rendered against Seller and encumbering Seller's fee interest in the Updated Survey are made before the date specified above, then Seller shall have the right, but not the obligation except as hereafter provided, to cure (by removal, endorsement or otherwise) such objections on or before the Closing Date in a manner reasonably acceptable to Purchaser. If the objections are not cured by Seller no later than five (5) days before the scheduled Closing Date, then Purchaser may as its only option, elect to either: (i) waive such objection and consummate the transaction contemplated by this AgreementReal Property; or (iiiii) terminate this Agreement, in which event the Xxxxxxx Money shall be returned to Purchaser and neither party shall have any further obligations to the other party except for the Surviving Obligations. Notwithstanding anything to the contrary contained in this Agreement, Seller shall be obligated to remove (or cause the Title Company to affirmatively insure over in a manner reasonably acceptable to Purchaser) (i) any deeds of trust, mortgages, and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), (ii) any mechanic's or materialmen's liens relating to encumbering Seller's fee interest in the Real Property and arising from any work done by performed or materials furnished for or on behalf of Seller; (items i, ii, and iii above collectively referred to as "Lien Exceptions"), shall, in each instance, be deemed objected to without any notice by Purchaser and cured by Seller and (iiiwhich, in the case of a mechanic's or materialmen's lien shall include, at Seller's option, bonding around or insuring-over the mechanic's or materialmen's lien) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all of the requirements set forth in Schedule B - Section 1 of the Commitment at or prior to Closing. Except as otherwise provided with respect to Lien Exceptions, Purchaser's sole right with respect to any Title Commitment or Survey (or New Survey, if applicable) matter to which it objects in a Title Notice given in a timely manner shall be to elect on or before the Closing Approval Date to terminate this Agreement pursuant to Section 3.6 hereof. All matters shown on the Title Commitment and/or Survey (or New Survey, if applicable) with respect to which Purchaser fails to give a Title Notice on or before the last date for so doing, or with respect to which a timely Title Notice is given but Seller fails to undertake an express obligation to cure as provided above, shall be deemed to be approved by Purchaser and "Permitted Encumbrances" as provided in Section 3.4 hereof, subject, however, to Purchaser's termination right provided in Section 3.6 hereof. The failure of Seller to deliver a Title Commitment or a Survey (or Purchaser's failure to obtain a New Survey, if applicable) satisfying the requirements of this Section 3.2 will not under any circumstances extend the period for review of the Title Commitment or Survey (or New Survey, if applicable) beyond the Approval Date, and Purchaser's sole and exclusive remedy for Seller's failure, if any, shall be to terminate this Agreement before the Approval Date in accordance with the provisions of Section 3.2.

Title and Survey. Seller shall, at Seller's sole cost and expense, obtain and deliver Purchaser shall order from the Title Company a preliminary owner’s title commitment with respect to the Property issued in favor of Purchaser for Purchaser's review a commitment for a standard owner's policy of title insurance along with a copy of each instrument listed as an exception thereon other than Seller's debt instruments (the "“Title Commitment") ”). Purchaser shall request that the Title Company make copies of the Title Commitment, and copies of all underlying recorded exceptions referenced in the Title Commitment, available to Seller on the Real Title Company’s website. In addition, Purchaser may elect to obtain an ALTA as-built survey of the Land and the Property issued (the “Survey”), which Survey, if obtained by Purchaser, shall be certified to Purchaser, Seller and the Title Company. Seller has delivered to If the Survey is obtained by Purchaser, Purchaser shall promptly deliver a copy of the Existing Survey which Purchaser shall reimburse Seller for as provided in Section 4 hereof. During the Due Diligence Period, Seller shall obtain from the Title Company at to Seller's sole cost and expense a survey endorsement and, if and to the extent available, contiguity, fairway and PUD endorsements. Purchaser may elect to receive an update to the Existing Survey (the "Updated Survey") by notifying Seller of such election in writing prior to November 6, 1997. If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated Survey. Purchaser shall have until September 19, 2006 to give written notice (the later “Title Notice”) to Seller of November 6, 1997 and the date which is fifteen days after receipt of such objections as Purchaser may have to any exceptions to title disclosed in the Title Commitment and Existing (or in the Survey (such date being referred to as the "Title Review Date"if obtained by Purchaser) for or otherwise in Purchaser’s examination of Title Commitment and Existing Survey and the making of any objections thereto, said objections to be made in writing and delivered to Seller on or before the end of the Title Review Datetitle. If Purchaser shall fail to make any objections on or before the Title Review Date, Purchaser shall be deemed to have accepted all exceptions to the Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 and 4, and the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters shall be included in the term "Permitted Exceptions" as used herein. In the event Purchaser elects to receive the Updated Survey, then Purchaser shall have until the Title Review Date for examination of the Updated Survey and the making of objections to matters shown thereon, such objections to be made in writing and delivered to Seller on or before the expiration of the Title Review Date. If Purchaser shall fail to make any such objections to the Updated Survey on or before such date, Purchaser shall be deemed to have accepted the form and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptions. If any objections to (i) the Title Commitment or Existing Survey or exceptions to title are made within the Title Review Period, or (ii) the Updated Survey are made before the date specified above, then Seller shall have the right, but not the obligation (except as hereafter providedto Monetary Objections affecting the Property), to attempt to remove, satisfy or otherwise cure any exceptions to title to which the Purchaser so objects. Within three (by removal3) Business Days after receipt of Purchaser’s Title Notice, endorsement Seller shall give written notice to Purchaser informing the Purchaser of Seller’s election with respect to such objections. If Seller fails to give written notice of election within such three (3) Business Day period, Seller shall be deemed to have elected not to attempt to cure the objections (other than Monetary Objections). If Seller elects to attempt to cure any objections, Seller shall be entitled to one or otherwise) such objections on or before more reasonable adjournments of the Closing Date of up to but not beyond the tenth (10th) day following the initial date set for the Closing to attempt such cure, but, except for Monetary Objections affecting the Property, Seller shall not be obligated to expend any sums, commence any suits or take any other action to effect such cure. Except as to Monetary Objections affecting the Property, if Seller elects, or is deemed to have elected, not to cure any exceptions to title to which Purchaser has objected or if, after electing to attempt to PURCHASE AND SALE AGREEMENT 00 XXXXX XXXXXXXX XXXXXXX, XXXXXXX cure, Seller determines that it is unwilling or unable to remove, satisfy or otherwise cure any such exceptions, Purchaser’s sole remedy hereunder in a manner reasonably acceptable to Purchaser. If the objections are not cured by Seller no later than five (5) days before the scheduled Closing Date, then Purchaser may as its only option, elect to either: such event shall be either (i) waive to accept title to the Property subject to such objection exceptions as if Purchaser had not objected thereto and consummate without reduction of the transaction contemplated by this Agreement; Purchase Price, or (ii) to terminate this AgreementAgreement within three (3) Business Days after receipt of written notice from Seller either of Seller’s election not to attempt to cure any objection or of Seller’s determination, in which event having previously elected to attempt to cure, that Seller is unable or unwilling to do so, whereupon Escrow Agent shall return the Xxxxxxx Money shall be returned to Purchaser and neither party shall have any further obligations to the other party except for the Surviving ObligationsPurchaser. Notwithstanding anything to the contrary contained elsewhere in this Agreement, Seller shall be obligated to remove (cure or cause the Title Company to affirmatively insure over in a manner reasonably acceptable to Purchaser) (i) any deeds of trust, mortgages, and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), (ii) any mechanic's or materialmen's liens relating to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all of Monetary Objections affecting the requirements set forth in Schedule B - Section 1 of the Commitment Property at or prior to Closing, and Seller may use the proceeds of the Purchase Price at Closing Datefor such purpose.

Title and Survey. 6.1 Seller shallshall convey and Buyer shall accept, subject to the right of Buyer to review and approve all title matters, documents and plats of record in regard to the condition of title to the Property, title such as the Title Company will be willing to approve and insure subject only to Permitted Exceptions as provided for in this Agreement. Buyer acknowledges that it has heretofore received copies of Seller's existing title insurance policy for the Real Estate (the "Existing Title Policy") and of Seller's existing survey of the Real Estate (the "Existing Survey"). Promptly following the execution of this Agreement, Buyer may (if it so elects) obtain (at Seller's sole cost expense) updates of the Existing Survey to the certification standards described upon the Surveyor's certification attached hereto as Exhibit 13 and made a part hereof (such updated survey hereinafter referred to as the "Updated Survey"); if Buyer does obtain such an Updated Survey, Seller shall cause it to be certified to Seller and Buyer shall promptly furnish Buyer, Seller and the Title Company with a copy thereof. Promptly following the execution of this Agreement, Buyer shall also (at Seller's sole expense, ) obtain and deliver to Purchaser for Purchaser's review a commitment for a standard owner's policy of title insurance along with a copy of each instrument listed as an exception thereon other than Seller's debt instruments ALTA Form B Leasehold Title Insurance (the "Title Commitment") on the Real Property issued by ); and Buyer shall promptly cause the Title CompanyCompany to furnish Seller and Buyer with true accurate and complete copies thereof (including true, accurate and complete copies of all underlying title exception documents referenced therein). Seller has delivered to Purchaser a copy Not later than the expiration of the Existing Survey which Purchaser shall reimburse Seller for as provided in Section 4 hereof. During the Due Diligence Period, Buyer shall give Seller shall obtain from the Title Company at Sellerwritten notice ("Buyer's sole cost and expense a survey endorsement and, if and to the extent available, contiguity, fairway and PUD endorsements. Purchaser may elect to receive an update to the Existing Title/Survey (the "Updated SurveyNotice") by notifying Seller of such election any title exceptions which are contained in writing prior to November 6, 1997. If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated Survey. Purchaser shall have until the later of November 6, 1997 and the date which is fifteen days after receipt of the Title Commitment and Existing and/or the Survey which are not Permitted Exceptions. Failure by Buyer to give Buyer's Title/Survey Notice (such date being referred or to as object to any matter referenced in the "Title Review Date"Commitment) for examination of Title Commitment and Existing Survey and the making of any objections thereto, said objections to be made in writing and delivered to Seller on or before the end said date shall constitute Buyer's final and irrevocable approval of the Title Review Datecondition of title (and to any such unobjected to matter) in and to the Real Estate. If Purchaser shall fail to make any objections on or before the Title Review Date, Purchaser Buyer's Title/Survey Notice shall be deemed timely given Seller shall have a period of fifteen (15) days following Seller's receipt of Buyer's Title/Survey Notice, to commence to remove, correct, cure or satisfy (provided Seller does in fact elect to so remove, correct, cure or satisfy) any title exceptions that were identified in Buyer's Title/Survey Notice as not being Permitted Exceptions, it being nevertheless agreed that Seller shall have accepted all exceptions no obligation to undertake any action or to incur any expense in order to effectuate any such removal, correction, cure or satisfaction (except that notwithstanding the Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 and 4, and the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters foregoing Seller shall be included required to remove or discharge any fee mortgages or deeds of trust, as well as any other liens in the term "Permitted Exceptions" as used hereinan ascertainable dollar amount). In the event Purchaser that Seller elects not to receive attempt to remove, correct, cure or satisfy the Updated Surveymatters raised in Buyer's Title/Survey Notice, then Purchaser shall have until or if having elected to do so, does not within thirty (30) days thereafter, (or such additional time as is reasonably necessary (not to exceed an additional fifteen (15) days without Buyer's written consent) to remove, correct, cure or satisfy the Title Review Date for examination of the Updated Survey and the making of objections to matters shown thereon, such objections to be made in writing and delivered to Seller on or before the expiration of the Title Review Date. If Purchaser shall fail to make matter(s) so raised using commercially reasonable good faith efforts) effectuate any such objections to the Updated Survey on removal, correction, cure or before such datesatisfaction as aforesaid (hereinafter called "title correction"), Purchaser shall be deemed to have accepted the form and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptions. If any objections to (i) the Title Commitment or Existing Survey or exceptions to title are made within the Title Review Period, or (ii) the Updated Survey are made before the date specified above, then Seller Buyer shall have the right, but not the obligation except as hereafter provided, right at its sole option either (a) to cure (by removal, endorsement or otherwise) such objections on or before the Closing Date in a manner reasonably acceptable to Purchaser. If the objections are not cured by Seller no later than five (5) days before the scheduled Closing Date, then Purchaser may as its only option, elect to either: (i) waive such objection and consummate the transaction contemplated by this Agreement; or (ii) terminate this Agreement, in which event the Xxxxxxx Money Deposit shall be returned to Purchaser Buyer and neither party shall thereafter have any further obligations liability hereunder, or (b) to accept such title as is disclosed by the Title Commitment and/or Survey without title correction and without Survey correction and without any reduction to the other party except for Purchase Price, thereby waiving any rights against Seller with respect thereto. Said election shall be made by Buyer within three (3) days following Buyer's receipt of written notification by Seller that Seller has not effectuated (or has elected not to effectuate) title correction. In the Surviving Obligationsevent that Seller (even though under no duty to do so) shall undertake title correction and/or Survey correction as aforesaid, and shall be successful, this Agreement shall continue in full force and effect and Buyer shall close the transaction contemplated hereby in accordance with the terms hereof. Notwithstanding anything to In the contrary contained in this Agreement, event that Seller shall only be obligated partially successful in obtaining title and/or Survey correction, Buyer shall have the same alternative rights as Buyer would have in the event Seller had declined to remove seek title and/or Survey correction (or cause the Title Company as set forth above). Buyer shall make its election within three (3) days after Buyer's receipt of written notice from Seller to affirmatively insure over in a manner reasonably acceptable to Purchaser) (i) any deeds of trust, mortgages, and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), (ii) any mechanic's or materialmen's liens relating to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all Buyer of the requirements set forth in Schedule B - Section 1 of extent to which title and/or the Commitment at or prior to the Closing DateSurvey has been corrected.

Title and Survey. Within five (5) Business Days following the Effective Date, Seller shall, at Seller's sole cost and expense, obtain and shall deliver to Purchaser for Purchaser's review a commitment for a standard owner's policy copies of the most recent title insurance along with a copy policies and surveys of each instrument listed as an exception thereon other than Seller's debt instruments (the "Title Commitment") on the Real Property issued by the Title Company. Seller has delivered to Purchaser a copy of the Existing Survey which Purchaser shall reimburse Seller for as provided that are in Section 4 hereof. During the Due Diligence Period, Seller shall obtain from the Title Company at Seller's sole cost and expense a survey endorsement and, ’s possession or control (if and to the extent available, contiguity, fairway and PUD endorsements. Purchaser may elect to receive an update to the Existing Survey (the "Updated Survey") by notifying Seller of such election in writing prior to November 6, 1997. If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated Surveyany). Purchaser shall have until the later of November 6, 1997 right to obtain new or updated title commitments and/or surveys for the Real Property and the date which is fifteen days after receipt of the Title Commitment and Existing Survey (such date being referred to as the "Title Review Date") for examination of Title Commitment and Existing Survey and the making Purchaser shall provide copies of any objections thereto, said objections to be made in writing and delivered such updates to Seller on or before the end of the Title Review Datewithin five (5) Business Days after its receipt thereof. If Purchaser shall fail At least five (5) Business Days prior to make any objections on or before the Title Review Date, Purchaser shall be deemed to have accepted all exceptions to the Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 and 4, and the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters shall be included in the term "Permitted Exceptions" as used herein. In the event Purchaser elects to receive the Updated Survey, then Purchaser shall have until the Title Review Date for examination of the Updated Survey and the making of objections to matters shown thereon, such objections to be made in writing and delivered to Seller on or before the expiration of the Title Review Date. If Purchaser shall fail to make any such objections to the Updated Survey on or before such dateInspection Period, Purchaser shall be deemed give Seller notice of any title exceptions or other matters set forth on Seller’s title policies or surveys or any updates thereof as to have accepted the form which Purchaser objects in its sole and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptionsabsolute discretion. If any objections to (i) the Title Commitment or Existing Survey or exceptions to title are made within the Title Review Period, or (ii) the Updated Survey are made before the date specified above, then Seller shall have the right, but not the obligation except obligation, to remove, satisfy or otherwise cure any such exception or other matter as hereafter to which Purchaser so objects, Seller is unable or unwilling to take such actions as may be required to cure such objections, Seller shall give Purchaser notice thereof; it being understood and agreed that the failure of Seller to give such notice within three (3) Business Days after its receipt of Purchaser’s notice of objection shall be deemed an election by Seller not to remedy such matters. If Seller shall be unable or unwilling to remove any title defects to which Purchaser has so objected, Purchaser shall elect either (a) to terminate this Agreement (in whole but not in part) or (b) to proceed to Closing notwithstanding such title defect without any abatement or reduction in the Purchase Price on account thereof. Purchaser shall make any such election by written notice to Seller given on or prior to the expiration of the Inspection Period; provided, however, if Seller commences to cure a title defect and then elects not to complete such cure, Purchaser shall have the right to terminate this Agreement by written notice to Seller within three (3) Business Days after Seller notifies Purchaser thereof. The failure of Purchaser to give such notice shall be deemed an election by removal, endorsement or otherwisePurchaser to proceed to Closing in accordance with clause (b) such objections on or before the Closing Date in a manner reasonably acceptable to Purchaserabove. If Purchaser terminates this Agreement in accordance with this Section 3.3, Escrow Agent shall return the objections are not cured by Seller no later than five (5) days before the scheduled Closing Date, then Purchaser may as its only option, elect to either: (i) waive such objection and consummate the transaction contemplated by this Agreement; or (ii) terminate this Agreement, in which event the Xxxxxxx Money shall be returned Deposit to Purchaser and neither party shall have any further rights or obligations hereunder, except with respect to the other party except for the Surviving Obligations. Notwithstanding anything to the contrary contained in this Agreement, Seller shall be obligated to remove (or cause the Title Company to affirmatively insure over in a manner reasonably acceptable to Purchaser) (i) any deeds of trust, mortgages, and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), (ii) any mechanic's or materialmen's liens relating to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all of the requirements set forth in Schedule B - Section 1 of the Commitment at or prior to the Closing Date.

Title and Survey. Seller shallWithin five (5) Business Days following the Effective Date, at Seller's sole cost and expense, obtain and Sellers shall deliver to Purchaser for Purchaser's review a commitment for a standard owner's policy copies of the most recent title insurance along with a copy policies and surveys of each instrument listed as an exception thereon other than Seller's debt instruments (the "Title Commitment") on the Real Property issued by the Title Company. Seller has delivered to Purchaser a copy of the Existing Survey which Purchaser shall reimburse Seller for as provided Properties that are in Section 4 hereof. During the Due Diligence Period, Seller shall obtain from the Title Company at Seller's sole cost and expense a survey endorsement and, Sellers’ possession or control (if and to the extent available, contiguity, fairway and PUD endorsements. Purchaser may elect to receive an update to the Existing Survey (the "Updated Survey") by notifying Seller of such election in writing prior to November 6, 1997. If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated Surveyany). Purchaser shall have until the later of November 6, 1997 right to obtain new or updated title commitments and/or surveys for the Real Properties and the date which is fifteen days after receipt of the Title Commitment and Existing Survey (such date being referred to as the "Title Review Date") for examination of Title Commitment and Existing Survey and the making Purchaser shall provide copies of any objections thereto, said objections such updates to be made in writing and delivered Sellers within two (2) Business Days after its receipt thereof. At least five (5) Business Days prior to Seller on or before the end of the Title Review Date. If Purchaser shall fail to make any objections on or before the Title Review Date, Purchaser shall be deemed to have accepted all exceptions to the Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 and 4, and the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters shall be included in the term "Permitted Exceptions" as used herein. In the event Purchaser elects to receive the Updated Survey, then Purchaser shall have until the Title Review Date for examination of the Updated Survey and the making of objections to matters shown thereon, such objections to be made in writing and delivered to Seller on or before the expiration of the Title Review Date. If Purchaser shall fail to make any such objections to the Updated Survey on or before such dateInspection Period, Purchaser shall be deemed give Sellers notice of any title exceptions or other matters set forth on Sellers’ title policies or surveys or any updates thereof as to have accepted the form which Purchaser objects in its sole and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptionsabsolute discretion. If any objections to (i) the Title Commitment or Existing Survey or exceptions to title are made within the Title Review Period, or (ii) the Updated Survey are made before the date specified above, then Seller Sellers shall have the right, but not the obligation except obligation, to remove, satisfy or otherwise cure any such exception or other matter as hereafter to which Purchaser so objects, Sellers are unable or unwilling to take such actions as may be required to cure such objections, Seller shall give Purchaser notice thereof; it being understood and agreed that the failure of Sellers to give such notice within three (3) Business Days after its receipt of Purchaser’s notice of objection shall be deemed an election by Seller not to remedy such matters. If Sellers shall be unable or unwilling to remove any title defects to which Purchaser has so objected, Purchaser shall elect either (a) to terminate this Agreement (in whole but not in part) or (b) to proceed to Closing notwithstanding such title defect without any abatement or reduction in the Purchase Price on account thereof. Purchaser shall make any such election by written notice to Seller given on or prior to the expiration of the Inspection Period; provided, however, if any Seller commences to cure a title defect and then elects not to complete such cure, Purchaser shall have the right to terminate this Agreement by written notice to Sellers within three (3) Business Days after such Seller notifies Purchaser thereof. The failure of Purchaser to give such notice shall be deemed an election by removal, endorsement or otherwisePurchaser to proceed to Closing in accordance with clause (b) such objections on or before the Closing Date in a manner reasonably acceptable to Purchaserabove. If Purchaser terminates this Agreement in accordance with this Section 3.3, Escrow Agent shall return the objections are not cured by Seller no later than five (5) days before the scheduled Closing Date, then Purchaser may as its only option, elect to either: (i) waive such objection and consummate the transaction contemplated by this Agreement; or (ii) terminate this Agreement, in which event the Xxxxxxx Money shall be returned Deposit to Purchaser and neither party shall have any further rights or obligations hereunder, except with respect to the other party except for the Surviving Obligations. Notwithstanding anything to the contrary contained in this Agreement, Seller shall be obligated to remove (or cause the Title Company to affirmatively insure over in a manner reasonably acceptable to Purchaser) (i) any deeds of trust, mortgages, and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), (ii) any mechanic's or materialmen's liens relating to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all of the requirements set forth in Schedule B - Section 1 of the Commitment at or prior to the Closing Date.

Title and Survey. Within five (5) Business Days following the Effective Date, Seller shall, at Seller's sole cost and expense, obtain and shall deliver to Purchaser for Purchaser's review a commitment for a standard owner's policy Buyer copies of the most recent title insurance along with a copy policies and surveys of each instrument listed as an exception thereon other than Seller's debt instruments (the "Title Commitment") on the Real Property issued by that are in Seller’s possession or control (if any). Buyer shall have the Title Companyright to obtain new or updated title commitments and/or survey for the Real Property and Buyer shall provide copies of any such updates to Seller within two (2) Business Days after its receipt thereof. Seller has delivered to Purchaser a copy of the Existing Survey which Purchaser shall reimburse Seller for as provided in Section 4 hereof. During the Due Diligence Period, Seller shall obtain from the Title Company at Seller's sole cost and expense a survey endorsement and, if and to the extent available, contiguity, fairway and PUD endorsements. Purchaser may elect to receive an update to the Existing Survey At least five (the "Updated Survey"5) by notifying Seller of such election in writing Business Days prior to November 6, 1997. If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated Survey. Purchaser shall have until the later of November 6, 1997 and the date which is fifteen days after receipt of the Title Commitment and Existing Survey (such date being referred to as the "Title Review Date") for examination of Title Commitment and Existing Survey and the making of any objections thereto, said objections to be made in writing and delivered to Seller on or before the end of the Title Review Date. If Purchaser shall fail to make any objections on or before the Title Review Date, Purchaser shall be deemed to have accepted all exceptions to the Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 and 4, and the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters shall be included in the term "Permitted Exceptions" as used herein. In the event Purchaser elects to receive the Updated Survey, then Purchaser shall have until the Title Review Date for examination of the Updated Survey and the making of objections to matters shown thereon, such objections to be made in writing and delivered to Seller on or before the expiration of the Title Review Date. If Purchaser shall fail to make any such objections to the Updated Survey on or before such date, Purchaser shall be deemed to have accepted the form and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptions. If any objections to (i) the Title Commitment or Existing Survey or exceptions to title are made within the Title Review Inspection Period, Buyer shall give Seller notice of any title exceptions or (ii) the Updated Survey are made before the date specified above, then other matters set forth on Seller’s title policies or surveys or any updates thereof as to which Buyer objects in its sole and absolute discretion. Seller shall have the right, but not the obligation except obligation, to remove, satisfy or otherwise cure any such exception or other matter as hereafter to which Buyer so objects, Seller is unable or unwilling to take such actions as may be required to cure such objections, Seller shall give Buyer notice thereof; it being understood and agreed that the failure of Seller to give such notice within two (2) Business Days after its receipt of Buyer’s notice of objection shall be deemed an election by Seller not to remedy such matters. If Seller shall be unable or unwilling to remove any title defects to which Buyer has so objected, Buyer shall elect either (a) to terminate this Agreement (in whole but not in part) or (b) to proceed to Closing notwithstanding such title defect without any abatement or reduction in the Purchase Price on account thereof. Buyer shall make any such election by written notice to Seller given on or prior to the expiration of the Inspection Period; provided, however, if Seller commences to cure a title defect and then elects not to complete such cure, Buyer shall have the right to terminate this Agreement by written notice to Seller within three (3) Business Days after Seller notifies Buyer thereof. The failure of Buyer to give such notice shall be deemed an election by removal, endorsement or otherwiseBuyer to proceed to Closing in accordance with clause (b) such objections on or before the Closing Date in a manner reasonably acceptable to Purchaserabove. If Buyer terminates this Agreement in accordance with this Section 3.03, Escrow Agent shall return the objections are not cured by Seller no later than five (5) days before the scheduled Closing Date, then Purchaser may as its only option, elect Deposit to either: (i) waive such objection and consummate the transaction contemplated by this Agreement; or (ii) terminate this Agreement, in which event the Xxxxxxx Money shall be returned to Purchaser Buyer and neither party shall have any further rights or obligations to the other party except for the Surviving Obligations. Notwithstanding anything to the contrary contained in this Agreement, Seller shall be obligated to remove (or cause the Title Company to affirmatively insure over in a manner reasonably acceptable to Purchaser) (i) any deeds of trust, mortgages, and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), (ii) any mechanic's or materialmen's liens relating to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all of the requirements set forth in Schedule B - Section 1 of the Commitment at or prior to the Closing Datehereunder.

Title and Survey. 6.3.1 Within three (3) days after the Opening of Escrow, Seller shall, at Seller's sole cost and expense, obtain and deliver shall cause Escrow Holder to Purchaser for Purchaser's review issue to Buyer a current commitment for a standard an owner's ’s policy of title insurance along in the amount of the Purchase Price on an ALTA 2006 policy through First American Title Insurance Company together with a copy copies of each instrument listed as an exception thereon other than Seller's debt instruments all documents of record referenced therein (collectively, the "“Title Commitment"”) on the Real Property issued by the Title Company. Seller has delivered to Purchaser a copy of the Existing Survey which Purchaser shall reimburse Seller for at Seller’s sole cost and expense (as provided in Section 4 hereof11 below). During Buyer shall have until 5:00 PM (east coast time) on February 26, 2014 (“Title Objection Period”) in which to notify Seller in writing of any objections Buyer has, in Buyer’s sole and absolute discretion, to any matters shown on the Due Diligence PeriodTitle Commitment, the survey provided by Seller and any Survey obtained by Buyer pursuant to Section 6.3.2 below (“Title Objection Notice”). All objections raised by Buyer in the manner herein provided are hereafter called “Objections.” Subject in all events to the limitations set forth in the penultimate sentence of this Section 6.3.1 which shall control, Seller shall obtain from the Title Company at Seller's sole cost and expense a survey endorsement and, if and make reasonable efforts to the extent available, contiguity, fairway and PUD endorsements. Purchaser may elect to receive an update to the Existing Survey remedy or remove all Objections (the "Updated Survey") by notifying Seller of such election or agree irrevocably in writing to remedy or remove all such Objections at or prior to November 6, 1997. If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated Survey. Purchaser shall have until the later of November 6, 1997 and the date which is fifteen days after receipt Closing) within three (3) Business Days following Buyer’s delivery of the Title Commitment and Existing Survey Objection Notice (such date being referred “Seller’s Cure Period”). In the event Seller is unable to as remedy or cause the "Title Review Date") for examination of Title Commitment and Existing Survey and the making removal of any objections theretoObjections (or fails during Seller’s Cure Period to agree irrevocably to do so at or prior to Closing) within Seller’s Cure Period, said objections to be made in writing and delivered then Buyer, within three (3) Business Days after the expiration of Seller’s Cure Period (“Buyer’s Termination Period”), shall deliver to Seller on written notice electing, in Buyer’s sole and absolute discretion, to either (i) terminate this Agreement, or before the end of the Title Review Date. If Purchaser (ii) unconditionally waive any such Objections, failing which Buyer shall fail to make any objections on or before the Title Review Date, Purchaser shall conclusively be deemed to have accepted all exceptions to the Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 and 4, and the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters shall be included in the term "Permitted Exceptions" as used hereinelected (i) above. In the event Purchaser elects to receive the Updated Survey, then Purchaser shall have until the Title Review Date for examination of the Updated Survey and the making of objections to matters shown thereon, such objections to be made in writing and delivered to Any new title information received by Seller on or before Buyer after the expiration of the Title Review Date. If Purchaser Objection Period, Seller’s Cure Period or Buyer’s Termination Period, as applicable, from a supplemental title report which is not the result of the acts or omissions of Buyer or its agents, contractors or invitees (each, a “New Title Matter”) shall fail to make any such objections be subject to the Updated Survey on or before such date, Purchaser same procedure provided in this Section 6.3.1 (and the Date of Closing shall be deemed to extended commensurately if the Closing would have accepted the form occurred but for those procedures being implemented for a New Title Matter), except that Buyer’s Title Objection Period, Seller’s Cure Period and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters Buyer’s Termination Period for any New Title Matters shall be included as Permitted Exceptionsthree (3) Business Days each. If any objections to (i) the Title Commitment or Existing Survey or exceptions to title are made within the Title Review Period, or (ii) the Updated Survey are made before the date specified above, then Seller shall have the right, but not the obligation except as hereafter provided, to cure (by removal, endorsement or otherwise) such objections on or before the Closing Date in a manner reasonably acceptable to Purchaser. If the objections are not cured by Seller no later than five (5) days before the scheduled Closing Date, then Purchaser may as its only option, elect to either: (i) waive such objection and consummate the transaction contemplated by this Agreement; or (ii) terminate this Agreement, in which event the Xxxxxxx Money Close of Escrow shall be returned delayed as needed to Purchaser and neither party shall have any further obligations to the other party except for the Surviving Obligationsaccommodate such additional time periods. Notwithstanding anything to the contrary contained in this Agreementherein, Seller shall be obligated have no obligation to remove (or cause the Title Company to affirmatively insure over in a manner reasonably acceptable to Purchaser) cure any Objections except (i) any deeds financing liens of trustan ascertainable amount created by, mortgagesunder or through Seller, which liens Seller shall cause to be released at or prior to Closing (with Seller having the right to apply the Purchase Price or a portion thereof for such purpose), and related loan documents securing Seller shall deliver the Property free and clear of any such financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan")liens, (ii) any mechanic's exceptions or materialmen's liens relating encumbrances to work done by title which are created by, under or on behalf of through Seller after the date hereof without Buyer’s consent, and (iii) any tax or judgment liens against SellerObjections which Seller has specifically agreed, in writing, to cure. Seller agrees to use best efforts to satisfy all of the requirements set forth in Schedule B - Section 1 of the Commitment at or prior to the Closing Date.The term “

Title and Survey. Seller shall, at Seller's sole cost and expense, Buyer may elect to obtain and deliver to Purchaser for Purchaser's review a commitment for a standard owner's policy survey of title insurance along with a copy of each instrument listed as an exception thereon other than Seller's debt instruments the Property (the "Title Commitment"“Survey”) on prior to the Real expiration of the Due Diligence Period at Buyer’s expense. Upon execution of this Agreement, Seller shall order, and have delivered to Buyer, a preliminary title report for the Property issued prepared by the Title Company. Seller has delivered to Purchaser a copy Company together with copies of the Existing Survey which Purchaser documents described in such report. Buyer shall reimburse Seller for as provided in Section 4 hereof. During have until twenty (20) days prior to the expiration of the Due Diligence Period, Seller shall obtain from the Title Company at Seller's sole cost and expense a survey endorsement and, if and to the extent available, contiguity, fairway and PUD endorsements. Purchaser may elect to receive an update to the Existing Survey Period (the "Updated Survey"“Title Review Period”) by notifying within which to examine the preliminary title report and the documents and the Survey and notify Seller of such election in writing prior to November 6, 1997. If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated Survey. Purchaser shall have until the later of November 6, 1997 and the date which is fifteen days after receipt of the Title Commitment and Existing Survey (such date being referred to as the "Title Review Date") for examination of Title Commitment and Existing Survey and the making of any objections thereto, said objections to be made defects in writing and delivered to Seller on or before the end of the Title Review Date. If Purchaser shall fail to make any objections on or before the Title Review Date, Purchaser shall be deemed to have accepted all exceptions to the Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 and 4, and the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters shall be included in the term "Permitted Exceptions" as used hereintitle. In the event Purchaser elects to receive the Updated SurveyClosing Date is less than twenty (20) days from the execution of this Agreement, then Purchaser shall have until the Title Review Date for examination Period shall expire on the Closing Date. If Xxxxx fails to notify Seller of the Updated Survey and the making of objections any such defects prior to matters shown thereon, such objections to be made in writing and delivered to Seller on or before the expiration of the Title Review Date. If Purchaser shall fail to make any such objections to the Updated Survey on or before such datePeriod, Purchaser title shall be deemed to have accepted the form and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptionsaccepted. If any objections to (i) the Title Commitment or Existing Survey or exceptions to title are made Buyer timely notifies Seller of specific defects within the Title Review Period, Seller will have 10 days after receipt of Buyer’s notification of any defect in which to advise Buyer that: (1) Seller will remove any objectionable exceptions to title or (ii) obtain appropriate endorsements to the Updated Survey are made before the date specified above, then Seller shall have the right, but not the obligation except as hereafter provided, to cure (by removal, endorsement or otherwise) such objections title policy on or before the Closing Date in a manner reasonably acceptable Date; or (2) Seller will not cause the exceptions to Purchaserbe removed. If Seller advises Buyer that it will not cause the objections are not cured exceptions to be removed, Buyer will have 10 days after such notification by Seller no later than five (5) days before the scheduled Closing Dateto elect, then Purchaser may as its only optionsole remedy, elect to eitherto: (i) waive proceed with the purchase and acquire the Property subject to such objection and consummate exceptions without reduction in the transaction contemplated by this AgreementPurchase Price; or (ii) terminate cancel the Escrow and this AgreementAgreement by written notice to Seller and the Escrow Agent, in which event the Xxxxxxx Money shall case any funds deposited by Buyer into Escrow and any interest thereon earned in Escrow will be returned to Purchaser Buyer and neither party shall the cancellation costs will be equally borne by Seller and by Xxxxx. If Buyer does not give Seller notice of its election within such 10-day period, Buyer will be deemed to have elected to proceed with this transaction. If Seller commits to remove any further obligations objection to title or the other party except for Survey and fails to do so by the Surviving Obligations. Notwithstanding anything to the contrary contained in this AgreementClosing Date, Seller shall will be obligated to remove (or cause the Title Company to affirmatively insure over in a manner reasonably acceptable to Purchaser) (i) any deeds of trustdefault under this Agreement and Buyer may, mortgagesat Buyer’s election, terminate this Agreement and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), (ii) any mechanic's or materialmen's liens relating to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all of the requirements pursue its remedies as set forth in Schedule B - Section 1 of the Commitment at or prior to the Closing Date23.1.

Title and Survey. Seller shall7.3.1 Within ten (10) days after the Opening of Escrow, at Seller's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review a commitment for a standard owner's policy of title insurance along with a copy of each instrument listed as an exception thereon other than Seller's debt instruments (the "Title Commitment") on the Real Property issued by the Title Company. Seller has delivered to Purchaser a copy of the Existing Survey which Purchaser shall reimburse Seller for as provided in Section 4 hereof. During the Due Diligence Period, Seller Buyer shall obtain from Escrow Holder a preliminary report of title prepared by the title department of Escrow Holder regarding the Property (“Title Company at Seller's sole cost and expense a survey endorsement and, if and to the extent available, contiguity, fairway and PUD endorsementsCommitment”). Purchaser may elect to receive an update to the Existing Survey (the "Updated Survey") by notifying Seller of such election in writing prior to November 6, 1997. If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated Survey. Purchaser Buyer shall have until twenty (20) days following the later of November 6, 1997 and the date which is fifteen days after (a) its receipt of the Title Commitment and Existing Survey any existing survey provided to Buyer pursuant to Section 7.3.2 below, and (such date being referred b) the Opening of Escrow (“Title Objection Period”) in which to as the "Title Review Date") for examination of Title Commitment and Existing Survey and the making give Seller written notice of any objections theretoBuyer has, said objections in Buyer’s sole and absolute discretion, to be made in writing and delivered to Seller any matters shown on or before the end of the Title Review Date. If Purchaser shall fail to make any objections on or before the Title Review Date, Purchaser shall be deemed to have accepted all exceptions to the Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 and 4, and the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters shall be included (“Title Objection Notice”). All objections raised by Buyer in the term "Permitted Exceptions" as used herein. In the event Purchaser elects to receive the Updated Survey, then Purchaser shall have until the Title Review Date for examination of the Updated Survey and the making of objections to matters shown thereon, such objections to be made in writing and delivered to Seller on or before the expiration of the Title Review Date. If Purchaser shall fail to make any such objections to the Updated Survey on or before such date, Purchaser shall be deemed to have accepted the form and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptions. If any objections to (i) the Title Commitment or Existing Survey or exceptions to title manner herein provided are made within the Title Review Period, or (ii) the Updated Survey are made before the date specified above, then hereafter called “Objections.” Seller shall have the right, but not the obligation except as hereafter providedobligation, to cure remedy or remove all Objections (by removal, endorsement or otherwiseagree irrevocably in writing to remedy or remove all such Objections at or prior to Closing) such objections on or before the Closing Date in a manner reasonably acceptable to Purchaser. If the objections are not cured by Seller no later than five within ten (510) days before following Buyer’s delivery of the scheduled Closing DateTitle Objection Notice (“Seller’s Cure Period”). In the event Seller fails to notify Buyer that Seller agrees irrevocably in writing to remedy or remove any Objections at or prior to Closing, or Seller is unable to remedy or cause the removal of any Objections (or agree irrevocably to do so at or prior to Closing) within Seller’s Cure Period, then Purchaser may as its only optionBuyer, elect within three (3) business days after the expiration of Seller’s Cure Period, shall deliver to either: Seller written notice (a “Title Election Notice”) electing, in Buyer’s sole and absolute discretion, to either (i) waive such objection and consummate the transaction contemplated by this Agreement; or (ii) terminate this Agreement, in which event the Xxxxxxx Money or (ii) unconditionally waive any such Objections. If Buyer fails to timely deliver to Seller a Title Election Notice, Buyer shall conclusively be returned deemed to Purchaser and neither party shall have any further obligations to the other party except for the Surviving Obligations. Notwithstanding anything to the contrary contained in this Agreement, Seller shall be obligated to remove (or cause the Title Company to affirmatively insure over in a manner reasonably acceptable to Purchaser) elected (i) above. If Buyer does not elect, or is not conclusively deemed to have elected, to terminate this Agreement as set forth above, all matters reflected on the Title Commitment and the survey, which Seller has not otherwise elected in writing to cure, shall constitute permitted title exceptions approved by Buyer (the “Permitted Exceptions”) for all purposes of this Agreement. Any new title or survey information received by Seller or Buyer after the expiration of the Title Objection Period or Seller’s Cure Period, as applicable, from a supplemental title report obtained from the Escrow Holder, survey or other source which is not the result of the acts or omissions of Buyer or its agents, contractors or invitees (each, a “New Title Matter”) shall be subject to the same procedure provided in this Section 7.3.1 (and the Date of Closing shall be extended commensurately if the Closing would have occurred but for those procedures being implemented for a New Title Matter), except that the Buyer’s Title Objection Period and Seller’s Cure Period for any deeds of trust, mortgages, and related loan documents securing any financing obtained by New Title Matters shall be five (5) business days each. Seller, includingwithout duty of inquiry, without limitation, the existing loan with Continental Bank, N.A. shall notify Buyer in writing of any New Title Matter within two (the "Existing Loan"), (ii2) any mechanic's or materialmen's liens relating business days after Seller’s receipt thereof. Close of Escrow shall be delayed as needed to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all of the requirements set forth in Schedule B - Section 1 of the Commitment at or prior to the Closing Dateaccommodate such additional time periods.

Title and Survey. 6.1 Seller shallshall convey and Buyer shall accept, at Seller's sole cost subject to the right of Buyer to review and expenseapprove all title matters, obtain documents and deliver plats of record in regard to Purchaser for Purchaser's review a commitment for a standard owner's policy the condition of title to the Property, title such as the Title Company will be willing to approve and insure subject only to Permitted Exceptions as provided for in this Agreement. Buyer acknowledges that it has heretofore received copies of Seller’s existing title insurance along with a copy of each instrument listed as an exception thereon other than Seller's debt instruments policy for the Real Estate (the "“Existing Title Commitment"Policy”) on and of Seller’s existing survey of the Real Property issued by Estate (the Title Company“Existing Survey”). Promptly following the execution of this Agreement, Seller has delivered to Purchaser a copy shall obtain (see Section 6.4 for allocation of costs) updates of the Existing Survey which Purchaser to the certification standards described upon the Surveyor’s certification attached hereto as Exhibit 13 and made a part hereof (such updated survey hereinafter referred to as the “Updated Survey”). Seller shall reimburse cause it to be certified to Seller and Buyer and Seller shall promptly furnish Buyer, Seller and the Title Company with a copy thereof. Promptly following the execution of this Agreement, Seller shall also (see Section 6.4 for as provided in Section 4 hereofallocation of costs) obtain a commitment for ALTA Form B Leasehold Title Insurance (the “Title Commitment”); and Seller shall promptly cause the Title Company to furnish Seller and Buyer with true accurate and complete copies thereof (including true, accurate and complete copies of all underlying title exception documents referenced therein). During Not later than the expiration of the Due Diligence Period, Buyer shall give Seller shall obtain from the Title Company at Seller's sole cost and expense a survey endorsement and, if and to the extent available, contiguity, fairway and PUD endorsements. Purchaser may elect to receive an update to the Existing written notice (“Buyer’s Title/Survey (the "Updated Survey"Notice”) by notifying Seller of such election any title exceptions which are contained in writing prior to November 6, 1997. If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated Survey. Purchaser shall have until the later of November 6, 1997 and the date which is fifteen days after receipt of the Title Commitment and Existing and/or the Survey which are not Permitted Exceptions. Failure by Buyer to give Buyer’s Title/Survey Notice (such date being referred or to as object to any matter referenced in the "Title Review Date"Commitment) for examination of Title Commitment and Existing Survey and the making of any objections thereto, said objections to be made in writing and delivered to Seller on or before the end said date shall constitute Buyer’s final and irrevocable approval of the Title Review Datecondition of title (and to any such unobjected to matter) in and to the Real Estate. If Purchaser shall fail to make any objections on or before the Title Review Date, Purchaser Buyer’s Title/Survey Notice shall be deemed timely given Seller shall have a period of fifteen (15) days following Seller’s receipt of Buyer’s Title/Survey Notice, to commence to remove, correct, cure or satisfy (provided Seller does in fact elect to so remove, correct, cure or satisfy) any title exceptions that were identified in Buyer’s Title/Survey Notice as not being Permitted Exceptions, it being nevertheless agreed that Seller shall have accepted all exceptions no obligation to undertake any action or to incur any expense in order to effectuate any such removal, correction, cure or satisfaction (except that notwithstanding the Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 and 4, and the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters foregoing Seller shall be included required to remove or discharge any fee mortgages or deeds of trust, as well as any other liens in the term "Permitted Exceptions" as used hereinan ascertainable dollar amount). In the event Purchaser that Seller elects not to receive attempt to remove, correct, cure or satisfy the Updated Surveymatters raised in Buyer’s Title/Survey Notice, then Purchaser shall have until or if having elected to do so, does not within thirty (30) days thereafter, (or such additional time as is reasonably necessary (not to exceed an additional fifteen (15) days without Buyer’s written consent) to remove, correct, cure or satisfy the Title Review Date for examination of the Updated Survey and the making of objections to matters shown thereon, such objections to be made in writing and delivered to Seller on or before the expiration of the Title Review Date. If Purchaser shall fail to make matter(s) so raised using commercially reasonable good faith efforts) effectuate any such objections to the Updated Survey on removal, correction, cure or before such datesatisfaction as aforesaid (hereinafter called “title correction”), Purchaser shall be deemed to have accepted the form and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptions. If any objections to (i) the Title Commitment or Existing Survey or exceptions to title are made within the Title Review Period, or (ii) the Updated Survey are made before the date specified above, then Seller Buyer shall have the right, but not the obligation except as hereafter provided, right at its sole option either (a) to cure (by removal, endorsement or otherwise) such objections on or before the Closing Date in a manner reasonably acceptable to Purchaser. If the objections are not cured by Seller no later than five (5) days before the scheduled Closing Date, then Purchaser may as its only option, elect to either: (i) waive such objection and consummate the transaction contemplated by this Agreement; or (ii) terminate this Agreement, in which event the Xxxxxxx Money Deposit shall be returned to Purchaser Buyer and neither party shall thereafter have any further obligations liability hereunder, or (b) to accept such title as is disclosed by the Title Commitment and/or Survey without title correction and without Survey correction and without any reduction to the other party except for Purchase Price, thereby waiving any rights against Seller with respect thereto. Said election shall be made by Buyer within three (3) days following Buyer’s receipt of written notification by Seller that Seller has not effectuated (or has elected not to effectuate) title correction. In the Surviving Obligationsevent that Seller (even though under no duty to do so) shall undertake title correction and/or Survey correction as aforesaid, and shall be successful, this Agreement shall continue in full force and effect and Buyer shall close the transaction contemplated hereby in accordance with the terms hereof. Notwithstanding anything to In the contrary contained in this Agreement, event that Seller shall only be obligated partially successful in obtaining title and/or Survey correction, Buyer shall have the same alternative rights as Buyer would have in the event Seller had declined to remove seek title and/or Survey correction (or cause the Title Company as set forth above). Buyer shall make its election within three (3) days after Buyer’s receipt of written notice from Seller to affirmatively insure over in a manner reasonably acceptable to Purchaser) (i) any deeds of trust, mortgages, and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), (ii) any mechanic's or materialmen's liens relating to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all Buyer of the requirements set forth in Schedule B - Section 1 of extent to which title and/or the Commitment at or prior to the Closing DateSurvey has been corrected.

Title and Survey. Seller shallPromptly following the execution of this Agreement, at Seller's sole cost Buyer may order a new or updated survey of the Land (the “Survey”); and expense, obtain and deliver Buyer shall apply to Purchaser the Title Company for Purchaser's review a commitment for a standard owner's policy an ALTA Form B Fee Title Insurance Policy to be issued to Buyer (the “Title Commitment”) in the amount of the Purchase Price, evidencing that Seller owns and can convey valid fee title insurance along to the real estate, free and clear of all encumbrances except Permitted Exceptions. On or before the date that is sixty (60) days following the Effective Date, Buyer shall furnish Seller with a copy schedule (“Title Objection Letter”) of: (i) any liens, encumbrances or other title exceptions or state of each instrument listed as an exception thereon other than Seller's debt instruments (the "Title Commitment") facts shown on the Real Property issued by the Title Company. Seller has delivered to Purchaser a copy of the Existing Survey which Purchaser shall reimburse Seller for as provided in Section 4 hereof. During the Due Diligence Period, Seller shall obtain from the Title Company at Seller's sole cost and expense a survey endorsement and, if and to the extent available, contiguity, fairway and PUD endorsements. Purchaser may elect to receive an update to the Existing Survey (the "Updated Survey") by notifying Seller of such election in writing prior to November 6, 1997. If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated Survey. Purchaser shall have until the later of November 6, 1997 and the date which is fifteen days after receipt of the Title Commitment or Survey, which Buyer, in its sole and Existing Survey exclusive judgment, does not approve, does not agree to take subject to or finds unsatisfactory, and (ii) any Title Company requirements which Buyer, in its sole and exclusive judgment, contends Seller must satisfy (the satisfaction of which is not otherwise provided for in this Agreement). All matters on such date being referred to as the "Title Review Date") for examination of Title Commitment and Existing Survey and the making of any objections thereto, said objections to be made in writing and delivered to Seller not listed on or before the end of the Title Review Date. If Purchaser shall fail to make any objections on or before the Title Review Date, Purchaser Objection Letter shall be deemed to have accepted all exceptions to the Title Commitment shown on Schedule B, Section II, except approved and shall for exceptions 1, 2, 3 and 4, and the form and substance purposes of the Existing Survey and all matters shown thereon; all such exceptions and matters shall this Agreement be included in the term "deemed “Permitted Exceptions" as used herein”. Seller shall have a period of fifteen (15) days following receipt of said Title Objection Letter, to use reasonable efforts to remove, correct, cure or satisfy (or make arrangements to do so), any survey or title exceptions or title company requirements set forth on said Title Objection Letter (it being agreed that in no event shall such “reasonable efforts” require Seller to expend more than $10,000). In the event Purchaser elects that Seller is unable within said fifteen (15) day period to receive the Updated Surveyremove, then Purchaser shall have until the Title Review Date for examination of the Updated Survey and the making of objections correct, cure or satisfy (or make arrangements to matters shown thereondo so) as aforesaid (hereinafter called “title correction”), such objections to be made in writing and delivered to Seller on or before the expiration of the Title Review Date. If Purchaser shall fail to make any such objections to the Updated Survey on or before such date, Purchaser shall be deemed to have accepted the form and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptions. If any objections to (i) the Title Commitment or Existing Survey or exceptions to title are made within the Title Review Period, or (ii) the Updated Survey are made before the date specified above, then Seller Buyer shall have the right, but not the obligation except as hereafter provided, to cure (by removal, endorsement or otherwise) such objections on or before the Closing Date in a manner reasonably acceptable to Purchaser. If the objections are not cured by Seller no later than five (5) days before the scheduled Closing Date, then Purchaser may as right at its only option, elect to sole option either: (ia) waive such objection and consummate the transaction contemplated by this Agreement; or (ii) to terminate this Agreement, in which event the Xxxxxxx Money Deposit shall be returned to Purchaser Buyer and neither party shall shall, thereafter, have any further obligations liability hereunder, or (b) to accept such state of facts and such title as is disclosed by the other party except for Survey and Title Commitment without title correction thereby waiving any rights against Seller with respect thereto. Said election shall be made by Xxxxx within five (5) days following Xxxxx’s receipt of written notification by Seller that Seller has not been able to obtain title correction. In the Surviving Obligations. Notwithstanding anything to the contrary contained in this Agreement, event that Seller shall be obligated to remove (or cause the Title Company to affirmatively insure over in a manner reasonably acceptable to Purchaser) (i) any deeds of trust, mortgagesundertake title correction as aforesaid, and related loan documents securing any financing shall be successful, this Agreement shall continue in full force and effect, and Buyer shall close the transaction contemplated hereby in accordance with the terms hereof. In the event that Seller shall only be partially successful in obtaining title correction, Buyer shall have the same alternative rights as Buyer would have in the event Seller had not obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. title correction (the "Existing Loan"), (ii) any mechanic's or materialmen's liens relating to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all of the requirements as set forth in Schedule B - Section 1 the preceding paragraph of this Section). Buyer shall make its election within five (5) days after Xxxxx’s receipt of written notice from Seller to Buyer of the Commitment at or prior extent to the Closing Datewhich title has been corrected.

Title and Survey. 5.1 Title Insurance Commitment Seller shall, at Seller's sole cost and expenseas soon as reasonably -------------------------- possible after the Effective Date, obtain and deliver to Purchaser for Purchaser's review Buyer a commitment for a standard owner's policy of title insurance along with a copy of each instrument listed as an exception thereon other than Seller's debt instruments commitment (the "Title Commitment") on the Real Property issued by the Title Company. Seller has delivered to Purchaser a copy and copies of the Existing Survey which Purchaser shall reimburse Seller for as provided in Section 4 hereof. During the Due Diligence Period, Seller shall obtain recorded instruments referred to therein from the Title Company at Seller's sole cost and expense a survey endorsement and, if and Insurer with respect to the extent availableProperty, contiguity, fairway and PUD endorsements. Purchaser may elect with the cost thereof to receive an update to be paid in accordance with the Existing Survey (the Section hereof entitled "Updated Survey") by notifying Seller of such election in writing prior to November 6, 1997. If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated Survey. Purchaser COSTS." Buyer shall have until the later of November 6, 1997 and the date which is fifteen ten (10) days after its receipt of the Title Commitment and Existing Survey instruments to examine same and to notify Seller in writing of its objections to title (such date all items so objected to being hereinafter referred to as the "Title Review DateObjectionable Items") for examination ). All matters affecting title to the Property as of Title Commitment the date of the Commitment, except those specifically and Existing Survey timely objected to by Buyer in accordance with this Section shall be deemed approved by Buyer and the making shall be deemed to be "Permitted Exceptions." If Buyer timely notifies Seller of any objections theretoObjectionable Items, said objections Seller may, but shall not be obligated to, cure or remove same; however, Seller agrees to be made consult with the Title Insurer in writing and delivered order to Seller determine which Objectionable Items, if any, the Title Insurer is willing to remove, all with no action required on the part of Seller. Notwithstanding the foregoing, on or before Closing, Seller shall discharge any and all mortgages, deeds of trust, mechanics' liens, judgment liens and other monetary encumbrances on the end Property, other than taxes, assessments and any other governmental impositions which are not then due and payable. If Seller and/or Title Insurer does cure or remove all such Objectionable Items, Buyer shall have no further right to terminate this Agreement pursuant to this Section. Such Objectionable Items shall be deemed cured or removed if Title Insurer issues a revised Commitment to issue, at Closing, an ALTA Owner's Policy of Title Insurance in the amount of the Purchase Price in favor of Buyer as the grantee of Seller's interest in the Property with such Objectionable Items having been removed as exceptions or insured over by Title Review DateInsurer. If Purchaser Seller shall fail notify Buyer, within ten (10) business days after Seller's receipt of Buyer's notice of Objectionable Items, as to make any objections on which Objectionable Items Seller and/or Title Insurer are willing or before the Title Review Dateable to cure or remove ("Seller's Election"); and if no such notice is given within such time period, Purchaser Seller shall be deemed to have accepted all exceptions elected not to the Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 and 4, and the form and substance cure any of the Existing Survey and Objectionable Items. If Seller is unwilling or unable to cure some or all matters shown thereon; all such exceptions and matters shall be included in the term "Permitted Exceptions" as used herein. In the event Purchaser elects to receive the Updated Survey, then Purchaser shall have until the Title Review Date for examination of the Updated Survey Objectionable Items, Buyer shall, as its sole and the making of objections to matters shown thereonexclusive remedy in such event, such objections to be made make an election in writing and delivered to Seller on or before the expiration of the Title Review Date. If Purchaser shall fail to make any such objections to the Updated Survey on or before such date("Buyer's Election"), Purchaser shall be deemed to have accepted the form and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptions. If any objections to (i) the Title Commitment or Existing Survey or exceptions to title are made within the Title Review Period, or (ii) the Updated Survey are made before the date specified above, then Seller shall have the right, but not the obligation except as hereafter provided, to cure (by removal, endorsement or otherwise) such objections on or before the Closing Date in a manner reasonably acceptable to Purchaser. If the objections are not cured by Seller no later than five (5) days before the scheduled Closing Date, then Purchaser may as its only option, elect to either: (i) waive such objection and consummate the transaction contemplated after receipt by this Agreement; or (ii) terminate this Agreement, in which event the Xxxxxxx Money shall be returned to Purchaser and neither party shall have any further obligations to the other party except for the Surviving Obligations. Notwithstanding anything to the contrary contained in this Agreement, Seller shall be obligated to remove Buyer of Seller's Election (or cause the Title Company to affirmatively insure over in a manner reasonably acceptable to Purchaser) (i) any deeds of trust, mortgages, and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), (ii) any mechanic's or materialmen's liens relating to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all expiration of the requirements set forth in Schedule B - Section 1 time period for Seller to make Seller's Election if Seller fails to send notice of the Commitment at or prior to the Closing Date.Seller's Election) either:

Title and Survey. Within five (5) Business Days following the Effective Date, Seller shall, at Seller's sole cost and expense, obtain and shall deliver to Purchaser for Purchaser's review a commitment for a standard owner's policy copies of the most recent title insurance along with a copy policies and surveys of each instrument listed as an exception thereon other than Seller's debt instruments (the "Title Commitment") on the Real Property issued by the Title Company. Seller has delivered to Purchaser a copy of the Existing Survey which Purchaser shall reimburse Seller for as provided that are in Section 4 hereof. During the Due Diligence Period, Seller shall obtain from the Title Company at Seller's sole cost and expense a survey endorsement and, ’s possession or control (if and to the extent available, contiguity, fairway and PUD endorsements. Purchaser may elect to receive an update to the Existing Survey (the "Updated Survey") by notifying Seller of such election in writing prior to November 6, 1997. If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated Surveyany). Purchaser shall have until the later of November 6, 1997 right to obtain new or updated title commitments and/or surveys for the Real Property and the date which is fifteen days after receipt of the Title Commitment and Existing Survey (such date being referred to as the "Title Review Date") for examination of Title Commitment and Existing Survey and the making Purchaser shall provide copies of any objections thereto, said objections to be made in writing and delivered such updates to Seller on or before the end of the Title Review Datewithin two (2) Business Days after its receipt thereof. If Purchaser shall fail At least five (5) Business Days prior to make any objections on or before the Title Review Date, Purchaser shall be deemed to have accepted all exceptions to the Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 and 4, and the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters shall be included in the term "Permitted Exceptions" as used herein. In the event Purchaser elects to receive the Updated Survey, then Purchaser shall have until the Title Review Date for examination of the Updated Survey and the making of objections to matters shown thereon, such objections to be made in writing and delivered to Seller on or before the expiration of the Title Review Date. If Purchaser shall fail to make any such objections to the Updated Survey on or before such dateInspection Period, Purchaser shall be deemed give Seller notice of any title exceptions or other matters set forth on Seller’s title policies or surveys or any updates thereof as to have accepted the form which Purchaser objects in its sole and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptionsabsolute discretion. If any objections to (i) the Title Commitment or Existing Survey or exceptions to title are made within the Title Review Period, or (ii) the Updated Survey are made before the date specified above, then Seller shall have the right, but not the obligation except obligation, to remove, satisfy or otherwise cure any such exception or other matter as hereafter to which Purchaser so objects, Seller is unable or unwilling to take such actions as may be required to cure such objections, Seller shall give Purchaser notice thereof; it being understood and agreed that the failure of Seller to give such notice within three (3) Business Days after its receipt of Purchaser’s notice of objection shall be deemed an elction by Seller not to remedy such matters. If Seller shall be unable or unwilling to remove any title defects to which Purchaser has so objected, Purchaser shall elect either (a) to terminate this Agreement (in whole but not in part) or (b) to proceed to Closing notwithstanding such title defect without any abatement or reduction in the Purchase Price on account thereof. Purchaser shall make any such election by written notice to Seller given on or prior to the expiration of the Inspection Period; provided, however, if Seller commences to cure a title defect and then elects not to complete such cure, Purchaser shall have the right to terminate this Agreement by written notice to Seller within three (3) Business Days after Seller notifies Purchaser thereof. The failure of Purchaser to give such notice shall be deemed an election by removal, endorsement or otherwisePurchaser to proceed to Closing in accordance with clause (b) such objections on or before the Closing Date in a manner reasonably acceptable to Purchaserabove. If Purchaser terminates this Agreement in accordance with this Section 3.3, Escrow Agent shall return the objections are not cured by Seller no later than five (5) days before the scheduled Closing Date, then Purchaser may as its only option, elect to either: (i) waive such objection and consummate the transaction contemplated by this Agreement; or (ii) terminate this Agreement, in which event the Xxxxxxx Money shall be returned Deposit to Purchaser and neither party shall have any further rights or obligations hereunder, except with respect to the other party except for the Surviving Obligations. Notwithstanding anything to the contrary contained in this Agreement, Seller shall be obligated to remove (or cause the Title Company to affirmatively insure over in a manner reasonably acceptable to Purchaser) (i) any deeds of trust, mortgages, and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), (ii) any mechanic's or materialmen's liens relating to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all of the requirements set forth in Schedule B - Section 1 of the Commitment at or prior to the Closing Date.

Title and Survey. Seller shall, at Seller's its sole cost and expense, obtain and deliver to Purchaser for Purchaser's review review: (a) a commitment for a standard CLTA owner's policy of title insurance along with a copy of each instrument listed as an exception thereon other than Seller's debt instruments (the "Title Commitment") on the Real Property issued by the Title CompanyCompany and (b) an existing ALTA survey of the Property (the "Survey"). Seller has delivered In addition, during the Due Diligence Period, Purchaser shall have the right to obtain, at its sole cost and expense, any desired endorsements to the Title Commitment which are available, if any, and an update to the Survey. The Title Company shall deliver to Purchaser a copy of the Existing Survey which Purchaser shall reimburse Seller for each instrument listed as provided in Section 4 hereof. During the Due Diligence Period, Seller shall obtain from the Title Company at Seller's sole cost and expense a survey endorsement and, if and an exception to the extent available, contiguity, fairway and PUD endorsements. Purchaser may elect title or referred to receive an update to the Existing Survey (the "Updated Survey") by notifying Seller of such election in writing prior to November 6, 1997. If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated Surveytherein. Purchaser shall have until the later close of November 6business on August 30, 1997 and the date which is fifteen days after receipt of the Title Commitment and Existing Survey 1996 (such date being referred to as the "Title Review Date") for examination of Title Commitment and Existing Survey and the making of any objections thereto, said objections to be made in writing and delivered to Seller on or before the end of the Title Review Date. If Purchaser shall fail to make any objections on or before the Title Review Date, Date Purchaser shall be deemed to have accepted all exceptions to the Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 and 4, and the form and substance of the Existing Survey and Survey, all matters shown thereon; thereon and all such exceptions and matters shall be included in the term "Permitted Exceptions" as used herein. In the event Purchaser elects to receive the Updated Survey, then Purchaser shall have until the Title Review Date for examination of the Updated Survey and the making of objections to matters shown thereon, such objections to be made in writing and delivered to Seller on or before the expiration of the Title Review Date. If Purchaser shall fail to make any such objections to the Updated Survey on or before such date, Purchaser shall be deemed to have accepted the form and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptions. If any objections to (i) the Title Commitment or Existing Survey or exceptions to title are made within the Title Review Period, or (ii) the Updated Survey are made before the date specified above, then Seller shall have the right, but not the obligation except as hereafter providedobligation, to cure (by removal, endorsement or otherwise) such objections on or before the Closing Date in a manner reasonably acceptable to PurchaserDate. If the objections are not cured by Seller no later than five (5) days before Seller, or waived by Purchaser, by the scheduled Closing Date, Date then Purchaser may at its option, and as its only optionsole remedy, elect to either: (i) waive such objection and consummate the transaction contemplated by this Agreement; or (ii) terminate this Agreement, in which event the Xxxxxxx Money shall be returned to Purchaser and neither party shall have any further obligations to the other party except for the Surviving Obligations. Notwithstanding anything to the contrary contained in this Agreement, Seller shall be obligated to remove (or cause the Title Company to affirmatively insure over in a manner reasonably acceptable to Purchaser) (i) any deeds of trust, mortgages, and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), (ii) any mechanic's or materialmen's liens relating to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all of the requirements set forth in Schedule B - Section 1 of the Commitment at or prior to the Closing Date.

Title and Survey. Seller shallcovenants and agrees that Seller, at Seller's its sole ---------------- cost and expense, obtain and shall, on or before ten (10) days after the Effective Date of this Agreement cause First American Title Insurance Company, or such other such title insurance company acceptable to Purchaser (herein referred to as the "Title Company"), to deliver to Purchaser for Purchaser's review a its commitment for a standard owner's policy of title insurance along with a copy of each instrument listed (herein referred to as an exception thereon other than Seller's debt instruments (the "Title Commitment") to issue to Purchaser, upon the recording of the Special Warranty Deed conveying title to the Property from Seller to Purchaser, the payment of the Purchase Price, and the payment to the Title Company of the policy premium therefor, an owner's policy (ALTA 1992) of title insurance with extended coverage, in the amount of the Purchase Price, insuring good and marketable fee simple record title to the Property to be in Purchaser without exception (including any general exception) except for matters set forth on Exhibit "C" attached hereto and by this reference made a part thereof (herein referred to as the "Permitted Exceptions"). The Title Policy to be issued shall not contain any exception for mechanic's or materialman's liens or any exception for unpaid taxes other than an exception for taxes not yet due and payable. Such Title Policy shall not contain any exception for rights of parties in possession other than an exception for the right of the Tenants (as hereinafter defined) under the Leases. If the Title Commitment shall contain an exception for the state of facts which would be disclosed by a survey of the Property or an "area and boundaries" exception, the Title Commitment shall provide that such exception will be deleted upon the presentation of an "as-built" survey, in which case the Title Commitment shall be amended to contain an exception only for the matters shown on the Real Property issued by the Title Company. Seller has delivered to Purchaser a copy of the Existing Survey as-built survey which Purchaser shall reimburse Seller for as provided in Section 4 hereof. During the Due Diligence Period, Seller shall obtain from the Title Company at Seller's its sole cost and expense a survey endorsement and, if and for the benefit of Purchaser. Seller shall also cause to the extent available, contiguity, fairway and PUD endorsements. Purchaser may elect to receive an update to the Existing Survey (the "Updated Survey") by notifying Seller of such election in writing prior to November 6, 1997. If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver be delivered to Purchaser for together with such Title Commitment, legible copies of all documents and instruments referred to therein. Purchaser's review the Updated Survey. Purchaser shall have until the later of November 6, 1997 and the date which is fifteen days after upon receipt of the Title Commitment and Existing Survey (such date being the copies of the documents and instruments referred to as therein, shall then have twenty (20) days from the "Title Review Date") for examination later of Title Commitment and Existing Survey and the making date of such delivery or the Effective Date during which to examine the same, after which Purchaser shall notify Seller of any defects or objections thereto, said objections affecting the marketability of the title to be made in writing and delivered the Property including the Permitted Exceptions. Purchaser shall also have the right to Seller on or before object to any matters arising subsequent to the end date of the Title Review DateCommitment. If Purchaser Seller shall fail to make any objections on or before the Title Review Date, Purchaser shall be deemed to have accepted all exceptions to the Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 and 4, and the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters shall be included in the term "Permitted Exceptions" as used herein. In the event Purchaser elects to receive the Updated Survey, then Purchaser shall have until the Title Review Date for examination of the Updated Survey Closing to cure such defects and the making of objections and shall, in good faith, exercise reasonable diligence to matters shown thereon, cure such objections to be made in writing defects and delivered to Seller on or before the expiration of the Title Review Dateobjections. If Purchaser shall fail Seller fails to make any satisfy such defects or objections to the Updated Survey on or before such date, Purchaser shall be deemed to have accepted the form and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptions. If any objections to (i) the Title Commitment or Existing Survey or exceptions to title are made within the Title Review Period, or (ii) the Updated Survey are made before by the date specified aboveof Closing, then Seller shall have then, at the right, but not the obligation except as hereafter provided, to cure (by removal, endorsement or otherwise) such objections on or before the Closing Date in a manner reasonably acceptable to option of Purchaser. If the objections are not cured by Seller no later than five (5) days before the scheduled Closing Date, then Purchaser may as its only option, elect to either: (i) waive if any such objection defects or objections arose by, through, or under Seller or if any such defects or objections consist of taxes, mortgages, deeds of trust, deeds to secure debt, mechanic's or materialman's liens, or other such monetary encumbrances, Purchaser shall have the right to cure such defects or objections, in which event the Purchase Price shall be reduced by an amount equal to the costs and consummate expenses incurred by Purchaser in connection with the transaction contemplated by curing of such defects or objections, and upon such curing, the Closing hereof shall proceed in accordance with the terms of this Agreement; or (ii) Purchaser shall have the right to terminate this AgreementAgreement by giving written notice of such termination to Seller, whereupon any Xxxxxxx Money shall be refunded promptly to Purchaser, and Purchaser and Seller shall have no further rights, obligations, or liabilities hereunder, except as may be expressly provided to the contrary herein; or (iii) Purchaser shall have the right to accept title to the Property subject to such defects and objections with no reduction in the Purchase Price, in which event the Xxxxxxx Money such defects and objections shall be returned deemed "Permitted Exceptions"; or (iv) Purchaser may elect to extend the Closing for thirty (30) days in order to allow Seller additional time to satisfy such defects and objections. If the Purchaser elects option (iv) above, and neither party shall have any further obligations such defects and objections are not cured by Seller to the other party except for satisfaction of Purchaser within such extended time period, Purchaser shall then have the Surviving Obligations. Notwithstanding anything to the contrary contained options set forth in this Agreement, Seller shall be obligated to remove (or cause the Title Company to affirmatively insure over in a manner reasonably acceptable to Purchaser) items (i) any deeds of trust, mortgages, and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), (ii) any mechanic's or materialmen's liens relating to work done by or on behalf of Seller ), and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all of the requirements set forth in Schedule B - Section 1 of the Commitment at or prior to the Closing Dateabove.

Title and Survey. Purchaser shall obtain a current Title Commitment covering the Property together with legible copies of all documents affecting title referenced therein (collectively, the “Title Commitment”) issued by Fidelity National Company (the “Title Insurer”). Additionally, Seller shall, at Seller's sole cost and expense, obtain and deliver to shall not later than the date which is five (5) days after the Effective Date provide Purchaser for Purchaser's review a commitment for a standard owner's policy of title insurance along with a copy of each instrument listed as an exception thereon other than the most recent pro forma Owner’s Policy of Title Insurance and the most current survey of the Land in Seller's debt instruments ’s possession (the "Title Commitment") on the Real Property issued by the Title Company“Survey”). Seller has delivered to Purchaser a copy of the Existing Survey which Purchaser shall reimburse Seller have the right, at its sole expense, to obtain for as provided in Section 4 hereof. During the Due Diligence Period, Seller shall obtain from the Title Company at Seller's sole cost and expense a survey endorsement and, if and to the extent available, contiguity, fairway and PUD endorsements. Purchaser may elect to receive its own purposes an update to the Existing Survey (the "“Updated Survey") by notifying Seller of such election in writing prior to November 6, 1997. If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated Survey”). Purchaser shall have until the later of November 6, 1997 and the date which is fifteen ten (10) days after prior to the Inspection Expiration Date (the “Title Notice Date”) within which to review title to the Property and provide written notice to Seller (the “Title Objection Notice”) of any matters shown by the Title Commitment, Survey or Updated Survey which are not satisfactory to Purchaser (herein collectively called the “Title Objections”). Seller then shall have a period of five (5) days following Seller’s receipt of the Title Commitment Objection Notice (the “Cure Notice Date”), to notify Purchaser if it will cure or attempt to cure Purchaser’s Title Objections. Seller shall not be required to attempt to cure any Title Objections or to incur any expenses in connection therewith except as provided herein-below with respect to “Must Cure Items”. In the event Seller notifies Purchaser that Seller will cure or attempt to cure any Title Objections, Seller shall be obligated to cure such matters on or prior to the Closing Date. Seller’s failure to notify Purchaser of Seller’s election to cure any Title Objections on or prior to the Cure Notice Date shall be deemed Seller’s notice to Purchaser that Seller is unwilling to cure such matters. Purchaser’s sole right with respect to any Title Objection which Seller is unwilling to cure shall be to elect, within five (5) days following the Cure Notice Date (the “Purchaser Response Date”), to terminate this Agreement and Existing Survey to receive a refund of the Xxxxxxx Money Deposit (if previously delivered by Purchaser) by providing written notice of such date being referred to as the "Title Review Date") for examination of Title Commitment and Existing Survey and the making of any objections thereto, said objections to be made in writing and delivered termination to Seller on or before and Title Company not later than the end of the Title Review Purchaser Response Date. If Purchaser shall fail to make any objections on or before the Title Review Date; failing which, Purchaser shall be deemed to have accepted all exceptions waived any Title Objections which Seller declined or is deemed to have declined to cure and elected to proceed to Closing. All matters shown on the Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 and 4, and and/or the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters shall be included in the term "Permitted Exceptions" as used herein. In the event with respect to which Purchaser elects to receive the Updated Survey, then Purchaser shall have until the Title Review Date for examination of the Updated Survey and the making of objections to matters shown thereon, such objections to be made in writing and delivered to Seller on or before the expiration of the Title Review Date. If Purchaser shall fail fails to make any such objections a Title Objection, or with respect to the Updated Survey on which a Title Objection is made but later waived or before such datedeemed waived by Purchaser, Purchaser shall be deemed to have accepted be approved by Purchaser and a “Permitted Encumbrance” as provided in Section 3.4 hereof. Notwithstanding the form and substance foregoing provisions of this Section 3.2, in the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptions. If event any objections to (i) mortgage lien, mechanic’s lien or judgment lien affecting the Title Commitment or Existing Survey or exceptions to title are made within Property appears of record on the Title Review Period, or (ii) the Updated Survey are made before the date specified above, then Seller shall have the right, but not the obligation except as hereafter provided, to cure (by removal, endorsement or otherwise) such objections on or before the Closing Date in a manner reasonably acceptable to Purchaser. If the objections are not cured by Seller no later than five (5) days before the scheduled Closing Date, then Purchaser Seller agrees to release such liens at Closing or, as to mechanic’s liens or judgment liens, take such other curative action as may as its only option, elect to either: (i) waive such objection and consummate the transaction contemplated by this Agreement; or (ii) terminate this Agreement, in which event the Xxxxxxx Money shall be returned to Purchaser and neither party shall have any further obligations to the other party except for the Surviving Obligations. Notwithstanding anything to the contrary contained in this Agreement, Seller shall be obligated to remove (or cause enable the Title Company to affirmatively insure over or otherwise remove such liens from the Title Policy (as defined below), if such liens a) are monetary in a manner reasonably acceptable nature, b) are of an ascertainable amount, c) are not related to Purchaser) (i) any deeds of trust, mortgagesthe Loan, and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), (iid) any mechanic's or materialmen's liens relating to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all do not arise out of the requirements set forth in Schedule B - Section 1 acts or omissions of the Commitment at or prior to the Closing DatePurchaser, its agents, employees, contractors and/or subcontractors (“Must Cure Items”).

Title and Survey. Within five (5) Business Days following the Effective Date, Seller shall, at Seller's sole cost and expense, obtain and shall deliver to Purchaser for Purchaser's review a commitment for a standard owner's policy copies of the most recent title insurance along with a copy policies and surveys of each instrument listed as an exception thereon other than Seller's debt instruments (the "Title Commitment") on the Real Property issued by the Title Company. Seller has delivered to Purchaser a copy of the Existing Survey which Purchaser shall reimburse Seller for as provided that are in Section 4 hereof. During the Due Diligence Period, Seller shall obtain from the Title Company at Seller's sole cost and expense a survey endorsement and, ’s possession or control (if and to the extent available, contiguity, fairway and PUD endorsements. Purchaser may elect to receive an update to the Existing Survey (the "Updated Survey") by notifying Seller of such election in writing prior to November 6, 1997. If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated Surveyany). Purchaser shall have until the later of November 6, 1997 right to obtain new or updated title commitments and/or surveys for the Real Property and the date which is fifteen days after receipt of the Title Commitment and Existing Survey (such date being referred to as the "Title Review Date") for examination of Title Commitment and Existing Survey and the making Purchaser shall provide copies of any objections thereto, said objections to be made in writing and delivered such updates to Seller on within two (2) Business Days after its receipt thereof. On or before the end of the Title Review Date. If Purchaser shall fail to make any objections on or before the Title Review DateMay 31, 2015, Purchaser shall be deemed give Seller notice of any title exceptions or other matters set forth on Seller’s title policies or surveys or any updates thereof as to have accepted all exceptions to the Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 which Purchaser objects in its sole and 4, and the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters shall be included in the term "Permitted Exceptions" as used hereinabsolute discretion. In the event Purchaser elects to receive the Updated Survey, then Purchaser shall have until the Title Review Date for examination of the Updated Survey and the making of objections to matters shown thereon, such objections to be made in writing and delivered to Seller on or before the expiration of the Title Review Date. If Purchaser shall fail to make any such objections to the Updated Survey on or before such date, Purchaser shall be deemed to have accepted the form and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptions. If any objections to (i) the Title Commitment or Existing Survey or exceptions to title are made within the Title Review Period, or (ii) the Updated Survey are made before the date specified above, then Seller shall have the right, but not the obligation except obligation, to remove, satisfy or HNZW/511704_4.doc/3583-98 otherwise cure any such exception or other matter as hereafter to which Purchaser so objects, Seller is unable or unwilling to take such actions as may be required to cure such objections, Seller shall give Purchaser notice thereof; it being understood and agreed that the failure of Seller to give such notice (“Seller’s Notice”) within three (3) Business Days after its receipt of Purchaser’s notice of objection shall be deemed an election by Seller not to remedy such matters. If Seller shall be unable or unwilling to remove any title defects to which Purchaser has so objected, Purchaser shall elect either (a) to terminate this Agreement (in whole but not in part) or (b) to proceed to Closing notwithstanding such title defect without any abatement or reduction in the Purchase Price on account thereof. Purchaser shall make any such election by written notice to Seller within three (3) Business Days after its receipt of Seller’s Notice; provided, however, if Seller commences to cure a title defect and then elects not to complete such cure, Purchaser shall have the right to terminate this Agreement by written notice to Seller within three (3) Business Days after Seller notifies Purchaser thereof. The failure of Purchaser to give such notice shall be deemed an election by removal, endorsement or otherwisePurchaser to proceed to Closing in accordance with clause (b) such objections on or before the Closing Date in a manner reasonably acceptable to Purchaserabove. If Purchaser terminates this Agreement in accordance with this Section 3.3, Escrow Agent shall return the objections are not cured by Seller no later than five (5) days before the scheduled Closing Date, then Purchaser may as its only option, elect to either: (i) waive such objection and consummate the transaction contemplated by this Agreement; or (ii) terminate this Agreement, in which event the Xxxxxxx Money shall be returned Deposit to Purchaser and neither party shall have any further rights or obligations hereunder, except with respect to the other party except for the Surviving Obligations. Notwithstanding anything to the contrary contained in this Agreement, Seller shall be obligated to remove (or cause the Title Company to affirmatively insure over in a manner reasonably acceptable to Purchaser) (i) any deeds of trust, mortgages, and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), (ii) any mechanic's or materialmen's liens relating to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all of the requirements set forth in Schedule B - Section 1 of the Commitment at or prior to the Closing Date.

Title and Survey. (a) At the Closing, Seller shall, at Seller's sole cost and expense, obtain and shall deliver to Purchaser a special warranty deed conveying the Land comprising the Property free and clear of all encumbrances, liens and title defects except for Purchaser's review the Permitted Exceptions. At or prior to the execution of this Agreement, or promptly thereafter, Purchaser shall order a title commitment for a standard owner's title policy of title insurance along with a copy of each instrument listed as an exception thereon other than Seller's debt instruments for the Property (the "“Title Commitment"”) on the Real Property issued by the Title Company. Seller has delivered to Purchaser a copy of the Existing Survey which Purchaser shall reimburse Seller for as provided in Section 4 hereof. During the Due Diligence Period, Seller shall obtain from the Title Company at Seller's sole cost and expense a an ALTA survey endorsement of the Land (the “Survey”) and, if and prior to the extent available, contiguity, fairway and PUD endorsements. Purchaser may elect to receive an update to the Existing Survey (the "Updated Survey") by notifying Seller of such election in writing prior to November 6, 1997. If Purchaser so electsEffective Date, Seller shall, at has provided Purchaser with copies of Seller’s most recent (i) title policy and (ii) survey to expedite Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated Survey’s ordering process. Purchaser shall have until 6:00 p.m. Eastern Time on the later of November 6, 1997 day that is ten (10) Business Days prior to the Due Diligence Period Notice Deadline to give Seller and the date which is fifteen days after receipt of the Title Commitment and Existing Survey Company a written notice (such date being referred to as the "“Purchaser’s Title Review Date"Notice”) for examination of Title Commitment and Existing Survey and the making of that sets forth any objections thereto, said objections to be made in writing and delivered to Seller on or before the end of the Title Review Date. If that Purchaser shall fail to make any objections on or before the Title Review Date, Purchaser shall be deemed to have accepted all exceptions has to the Title Commitment shown or the Survey based on Schedule B, Section II, except for exceptions 1, 2, 3 and 4, and its review thereof (the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters shall be included in the term "Permitted Exceptions" as used herein“Purchaser Title Objections”). In the event Purchaser elects to receive the Updated Survey, then Purchaser shall have until the Title Review Date for examination of the Updated Survey and the making of objections to matters shown thereon, such objections to be made in writing and delivered to Seller on or before the expiration of the Title Review Date. If Purchaser shall fail to make any such objections to the Updated Survey on or before such date, Purchaser shall be deemed to have accepted the form and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptions. If any objections to (i) the Title Commitment or Existing Survey or exceptions to title are made within the Title Review Period, or (ii) the Updated Survey are made before the date specified above, then Seller shall have the right, but not the obligation except as hereafter provided, to cure (by removal, endorsement or otherwise) such objections on or before the Closing Date in a manner reasonably acceptable to Purchaser. If the objections are not cured by Seller no later than five (5) days before the scheduled Closing Date, then after receipt of Purchaser’s Title Notice to notify Purchaser may as its only option, elect to either: that Seller (i) waive such objection and consummate the transaction contemplated by this Agreement; will cause or (ii) elects not to cause any or all of the Purchaser Title Objections disclosed therein to be removed. Seller’s failure to notify Purchaser within such five (5) day period as to any Purchaser Title Objection shall be deemed an election by Seller not to remove such Purchaser Title Objection. If Seller notifies or is deemed to have notified Purchaser that Seller shall not remove any or all of the Purchaser Title Objections, Purchaser shall have five (5) days thereafter (A) to waive such Purchaser Title Objections, in which case such Purchaser Title Objections shall be deemed Permitted Exceptions, or (B) terminate this Agreement, in which event the Xxxxxxx Money Deposit and all interest accrued thereon shall be returned to Purchaser and neither party shall have without any further action or approval required from Seller, and the rights and obligations of Purchaser and Seller (other than the those which expressly survive termination of this Agreement pursuant to the other party except for terms hereof (the “Surviving Obligations”)) shall terminate. Notwithstanding anything Purchaser’s failure to waive such Purchaser Title Objections or terminate this Agreement within the contrary contained in prescribed time period shall constitute Purchaser’s termination of this Agreement, Seller shall be obligated to remove (or cause the Title Company to affirmatively insure over in a manner reasonably acceptable to Purchaser) (i) any deeds of trust, mortgages, and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), (ii) any mechanic's or materialmen's liens relating to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all of the requirements set forth in Schedule B - Section 1 of the Commitment at or prior to the Closing Date.

Title and Survey. Not more than five (5) days after Sellers execution of this Agreement, Seller shall, at Seller's sole cost and expense, obtain and shall deliver to Purchaser for Purchaser's review Buyer: (a) a current XXXX Xxxxx As-Built Survey of the Real Property per ALTA/ACSM 1997 Minimum Standard Detail Requirements (the Survey); (b) a commitment for an ALTA Owners Policy of Title Insurance from the Escrow Agent (the Title Commitment); and (c) a standard owner's policy of title insurance along with a copy of each instrument Phase I Environmental Inspection Report prepared by Dames & Xxxxx (the Phase I) If (i) the Survey, (ii) matters listed as an exception thereon other exceptions in the Title Commitment, or (iii) matters disclosed in the Phase I Report are not satisfactory to Buyer, Buyer shall, no less than Seller's debt instruments five (5) business days before the Diligence Date, provide Seller with written notice of such objections (the "Title Commitment") on the Real Property issued by the Title CompanyObjections). Seller has delivered to Purchaser a copy of the Existing Survey which Purchaser shall reimburse Seller for as provided in Section 4 hereof. During the Due Diligence PeriodSeller, Seller shall obtain from the Title Company at Seller's its sole cost and expense a survey endorsement and, if and to the extent available, contiguity, fairway and PUD endorsements. Purchaser may elect to receive an update to the Existing Survey (the "Updated Survey") by notifying Seller of such election in writing prior to November 6, 1997. If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated Survey. Purchaser shall have until the later of November 6, 1997 and the date which is fifteen days after receipt of the Title Commitment and Existing Survey (such date being referred to as the "Title Review Date") for examination of Title Commitment and Existing Survey and the making of any objections thereto, said objections to be made in writing and delivered to Seller on or before the end of the Title Review Date. If Purchaser shall fail to make any objections on or before the Title Review Date, Purchaser shall be deemed to have accepted all exceptions to the Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 and 4, and the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters shall be included in the term "Permitted Exceptions" as used herein. In the event Purchaser elects to receive the Updated Survey, then Purchaser shall have until the Title Review Date for examination of the Updated Survey and the making of objections to matters shown thereon, such objections to be made in writing and delivered to Seller on or before the expiration of the Title Review Date. If Purchaser shall fail to make any such objections to the Updated Survey on or before such date, Purchaser shall be deemed to have accepted the form and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptions. If any objections to (i) the Title Commitment or Existing Survey or exceptions to title are made within the Title Review Period, or (ii) the Updated Survey are made before the date specified above, then Seller shall have the right, but not the obligation except as hereafter providedobligation, to cure (or remove any Title Objections and shall give Buyer written notice on or prior to the Diligence Date, identifying those Title Objections, if any, that Seller agrees to use reasonable efforts to cure; provided, however, that Seller shall not be obligated to incur any costs or expenses in excess of $10,000 in connection with any such cure undertaken by removalSeller. If there are Title Objections which Seller is unable or unwilling to cure by the Diligence Date, endorsement Buyer may terminate this Agreement as provided in SECTION 5.2, above or otherwise) waive such objections on which Seller is not willing or before the Closing Date in a manner reasonably acceptable able to Purchasercure and proceed to closing. If the objections are not cured by Seller no later than five (5) days before the scheduled Closing Date, then Purchaser may as its only option, elect to either: Those exceptions or title deficiencies which (i) waive such objection and consummate the transaction contemplated by Buyer does not object to pursuant to this Agreement; SECTION 6.1 or (ii) terminate this Agreement, in which event the Xxxxxxx Money are waived because Seller is unwilling or unable to cure shall be returned to Purchaser and neither party shall have any further obligations to the other party except for the Surviving Obligations. Notwithstanding anything to the contrary contained in this Agreement, Seller shall be obligated to remove (or cause the Title Company to affirmatively insure over in a manner reasonably acceptable to Purchaser) (i) any deeds of trust, mortgages, and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), (ii) any mechanic's or materialmen's liens relating to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all of the requirements set forth in Schedule B - Section 1 of the Commitment at or prior to the Closing DatePermitted Exceptions.

Title and Survey. Within five (5) business days after the full execution of this Agreement, Seller shall, at Seller's sole cost and expense, obtain and deliver shall cause to be delivered to Purchaser for Purchaser's review a commitment for a standard owner's policy of title insurance along with a copy of each instrument listed as an exception thereon other than Seller's debt instruments (the "Title Commitment") on the Real Property Land, together with copies of all items shown as exceptions to title therein, issued by the Title Company. Seller has delivered to Purchaser , and a copy current as-built survey of the Existing Survey which Purchaser shall reimburse Seller for as provided in Section 4 hereof. During Land showing all the Due Diligence Period, Seller shall obtain from Improvements and the Title Company at Seller's sole cost and expense a survey endorsement and, if and to the extent available, contiguity, fairway and PUD endorsements. Purchaser may elect to receive an update to the Existing Survey Permitted Encumbrances thereon (the "Updated “Survey"”). Within seven (7) by notifying Seller of such election in writing prior to November 6, 1997. If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated Survey. Purchaser shall have until the later of November 6, 1997 and the date which is fifteen days after receipt Purchaser receives the last of the Title Commitment and Existing the Survey, Purchaser shall deliver to Seller a letter (the “Title/Survey Objection Letter”) outlining any objections that Purchaser has to any matters contained in the Title Commitment or Survey. Within four (such date being referred 4) days after Seller receives the Title/Survey Objection Letter, Seller shall then respond to the Title/Survey Objection Letter by providing Purchaser a letter (the “Title/Survey Response Letter”) stating those matters in the Title/Survey Objection Letter that Seller is willing to cure prior to Closing (the “Seller Cure Items”). Purchaser shall then three (3) business days in which to inform Seller that Purchaser is either (a) accepting the Seller Cure Items as the "Title Review Date"only items in the Title/Survey Objection Letter that will be cured, and waiving all other matters set forth in the Title/Survey Objection, or (b) for examination terminating this Agreement, and in the event of such termination (i) neither Purchaser nor Seller shall have any further rights or obligations hereunder other than those rights and obligations that expressly survive such termination and (ii) the Lease shall remain in full force and effect. All of those items shown in the Title Commitment and Existing Survey and Survey, other than the making of any objections theretoSeller Cure Items, said objections to be made in writing and delivered to Seller on or before the end of the Title Review Date. If Purchaser shall fail to make any objections on or before the Title Review Date, Purchaser shall be deemed to have accepted all exceptions to the Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 and 4, and the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters shall be included in the term "Permitted Exceptions" as used herein. In the event Purchaser elects to receive the Updated Survey, then Purchaser shall have until the Title Review Date for examination of the Updated Survey and the making of objections to matters shown thereon, such objections to be made in writing and delivered to Seller on or before the expiration of the Title Review Date. If Purchaser shall fail to make any such objections to the Updated Survey on or before such date, Purchaser shall be deemed to have accepted the form and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptions. If any objections to (i) the Title Commitment or Existing Survey or exceptions to title are made within the Title Review Period, or (ii) the Updated Survey are made before the date specified above, then Seller shall have the right, but not the obligation except as hereafter provided, to cure (approved by removal, endorsement or otherwise) such objections on or before the Closing Date in a manner reasonably acceptable to Purchaser. If the objections are not cured by Seller no later than five (5) days before the scheduled Closing Date, then Purchaser may as its only option, elect to either: (i) waive such objection and consummate the transaction contemplated by this Agreement; or (ii) terminate this Agreement, in which event the Xxxxxxx Money shall be returned to Purchaser and neither party shall have any further obligations to the other party except for the Surviving Obligations. Notwithstanding anything to the contrary contained are “Permitted Encumbrances” as provided in this Agreement, Seller shall be obligated to remove (or cause the Title Company to affirmatively insure over in a manner reasonably acceptable to Purchaser) (i) any deeds of trust, mortgages, and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), (ii) any mechanic's or materialmen's liens relating to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all of the requirements set forth in Schedule B - Section 1 of the Commitment at or prior to the Closing Date3.4 hereof.

Title and Survey. Within five (5) Business Days following the Effective Date, Seller shall, at Seller's sole cost and expense, obtain and shall deliver to Purchaser for Purchaser's review a commitment for a standard owner's policy copies of the most recent title insurance along with a copy policies and surveys of each instrument listed as an exception thereon other than Seller's debt instruments (the "Title Commitment") on the Real Property issued by the Title Company. Seller has delivered to Purchaser a copy of the Existing Survey which Purchaser shall reimburse Seller for as provided that are in Section 4 hereof. During the Due Diligence Period, Seller shall obtain from the Title Company at Seller's sole cost and expense a survey endorsement and, ’s possession or control (if and to the extent available, contiguity, fairway and PUD endorsements. Purchaser may elect to receive an update to the Existing Survey (the "Updated Survey") by notifying Seller of such election in writing prior to November 6, 1997. If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated Surveyany). Purchaser shall have until the later of November 6, 1997 right to obtain new or updated title commitments and/or surveys for the Real Property and the date which is fifteen days after receipt of the Title Commitment and Existing Survey (such date being referred to as the "Title Review Date") for examination of Title Commitment and Existing Survey and the making Purchaser shall provide copies of any objections thereto, said objections to be made in writing and delivered such updates to Seller on or before the end of the Title Review Datewithin two (2) Business Days after its receipt thereof. If Purchaser shall fail At least five (5) Business Days prior to make any objections on or before the Title Review Date, Purchaser shall be deemed to have accepted all exceptions to the Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 and 4, and the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters shall be included in the term "Permitted Exceptions" as used herein. In the event Purchaser elects to receive the Updated Survey, then Purchaser shall have until the Title Review Date for examination of the Updated Survey and the making of objections to matters shown thereon, such objections to be made in writing and delivered to Seller on or before the expiration of the Title Review Date. If Purchaser shall fail to make any such objections to the Updated Survey on or before such dateInspection Period, Purchaser shall be deemed give Seller notice of any title exceptions or other matters set forth on Seller’s title policies or surveys or any updates thereof as to have accepted the form which Purchaser objects in its sole and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptionsabsolute discretion. If any objections to (i) the Title Commitment or Existing Survey or exceptions to title are made within the Title Review Period, or (ii) the Updated Survey are made before the date specified above, then Seller shall have the right, but not the obligation except obligation, to remove, satisfy or otherwise cure any such exception or other matter as hereafter to which Purchaser so objects, Seller is unable or unwilling to take such actions as may be required to cure such objections, Seller shall give Purchaser notice thereof; it being understood and agreed that the failure of Seller to give such notice within three (3) Business Days after its receipt of Purchaser’s notice of objection shall be deemed an election by Seller not to remedy such matters. If Seller shall be unable or unwilling to remove any title defects to which Purchaser has so objected, Purchaser shall elect either (a) to terminate this Agreement (in whole but not in part) or (b) to proceed to Closing notwithstanding such title defect without any abatement or reduction in the Purchase Price on account thereof. Purchaser shall make any such election by written notice to Seller given on or prior to the expiration of the Inspection Period; provided, however, if Seller commences to cure a title defect and then elects not to complete such cure, Purchaser shall have the right to terminate this Agreement by written notice to Seller within three (3) Business Days after Seller notifies Purchaser thereof. The failure of Purchaser to give such notice shall be deemed an election by removal, endorsement or otherwisePurchaser to proceed to Closing in accordance with clause (b) such objections on or before the Closing Date in a manner reasonably acceptable to Purchaserabove. If Purchaser terminates this Agreement in accordance with this Section 3.3, Escrow Agent shall return the objections are not cured by Seller no later than five (5) days before the scheduled Closing Date, then Purchaser may as its only option, elect to either: (i) waive such objection and consummate the transaction contemplated by this Agreement; or (ii) terminate this Agreement, in which event the Xxxxxxx Money shall be returned Deposit to Purchaser and neither party shall have any further rights or obligations hereunder, except with respect to the other party except for the Surviving Obligations. Notwithstanding anything to the contrary contained in this Agreement, Seller shall be obligated to remove (or cause the Title Company to affirmatively insure over in a manner reasonably acceptable to Purchaser) (i) any deeds of trust, mortgages, and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), (ii) any mechanic's or materialmen's liens relating to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all of the requirements set forth in Schedule B - Section 1 of the Commitment at or prior to the Closing Date.

Title and Survey. Within five (5) Business Days following the Effective Date, Seller shall, at Seller's sole cost and expense, obtain and shall deliver to Purchaser for Purchaser's review a commitment for a standard owner's policy copies of the most recent title insurance along with a copy policies and surveys of each instrument listed as an exception thereon other than Seller's debt instruments (the "Title Commitment") on the Real Property issued by the Title Company. Seller has delivered to Purchaser a copy of the Existing Survey which Purchaser shall reimburse Seller for as provided Properties that are in Section 4 hereof. During the Due Diligence Period, Seller shall obtain from the Title Company at Seller's sole cost and expense a survey endorsement and, ’s possession or control (if and to the extent available, contiguity, fairway and PUD endorsements. Purchaser may elect to receive an update to the Existing Survey (the "Updated Survey") by notifying Seller of such election in writing prior to November 6, 1997. If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated Surveyany). Purchaser shall have until the later of November 6, 1997 right to obtain new or updated title commitments and/or surveys for the Real Properties and the date which is fifteen days after receipt of the Title Commitment and Existing Survey (such date being referred to as the "Title Review Date") for examination of Title Commitment and Existing Survey and the making Purchaser shall provide copies of any objections thereto, said objections to be made in writing and delivered such updates to Seller on or before the end of the Title Review Datewithin two (2) Business Days after its receipt thereof. If Purchaser shall fail At least five (5) Business Days prior to make any objections on or before the Title Review Date, Purchaser shall be deemed to have accepted all exceptions to the Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 and 4, and the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters shall be included in the term "Permitted Exceptions" as used herein. In the event Purchaser elects to receive the Updated Survey, then Purchaser shall have until the Title Review Date for examination of the Updated Survey and the making of objections to matters shown thereon, such objections to be made in writing and delivered to Seller on or before the expiration of the Title Review Date. If Purchaser shall fail to make any such objections to the Updated Survey on or before such dateInspection Period, Purchaser shall be deemed give Seller notice of any title exceptions or other matters set forth on Seller’s title policies or surveys or any updates thereof as to have accepted the form which Purchaser objects in its sole and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptionsabsolute discretion. If any objections to (i) the Title Commitment or Existing Survey or exceptions to title are made within the Title Review Period, or (ii) the Updated Survey are made before the date specified above, then Seller shall have the right, but not the obligation except obligation, to remove, satisfy or otherwise cure any such exception or other matter as hereafter to which Purchaser so objects. If Seller is unable or unwilling to take such actions as may be required to cure such objections, Seller shall give Purchaser notice thereof; it being understood and agreed that the failure of Seller to give such notice within three (3) Business Days after its receipt of Purchaser’s notice of objection shall be deemed an election by Seller not to remedy such matters. If Seller shall be unable or unwilling to remove any title defects to which Purchaser has so objected, Purchaser shall elect either (a) to terminate this Agreement (in whole but not in part) or (b) to proceed to Closing notwithstanding such title defect without any abatement or reduction in the Purchase Price on account thereof. Purchaser shall make any such election by written notice to Seller given on or prior to the expiration of the Inspection Period; provided, however, if Seller commences to cure a title defect and then elects not to complete such cure, Purchaser shall have the right to terminate this Agreement by written notice to Seller within three (3) Business Days after Seller notifies Purchaser thereof. The failure of Purchaser to give such notice shall be deemed an election by removal, endorsement or otherwisePurchaser to proceed to Closing in accordance with clause (b) such objections on or before the Closing Date in a manner reasonably acceptable to Purchaserabove. If Purchaser terminates this Agreement in accordance with this Section 3.3, Escrow Agent shall return the objections are not cured by Seller no later than five (5) days before the scheduled Closing Date, then Purchaser may as its only option, elect to either: (i) waive such objection and consummate the transaction contemplated by this Agreement; or (ii) terminate this Agreement, in which event the Xxxxxxx Money shall be returned Deposit to Purchaser and neither party shall have any further rights or obligations hereunder, except with respect to the other party except for the Surviving Obligations. Notwithstanding anything to the contrary contained in this Agreement, Seller shall be obligated to remove (or cause the Title Company to affirmatively insure over in a manner reasonably acceptable to Purchaser) (i) any deeds of trust, mortgages, and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), (ii) any mechanic's or materialmen's liens relating to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all of the requirements set forth in Schedule B - Section 1 of the Commitment at or prior to the Closing Date.

Title and Survey. Seller shall, at Seller's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review a commitment for a standard owner's policy may: (a) order an “as built” survey of title insurance along with a copy of each instrument listed as an exception thereon other than Seller's debt instruments (the "Title Commitment") on the Real Property issued (the “Survey”) by a licensed surveyor or registered professional engineer reasonably acceptable to Purchaser; and (b) cause the Title Company. Seller has delivered Company to prepare and furnish the Title Commitment to Purchaser and Seller, together with copies of all instruments referred to thereon as exceptions to title. Purchaser shall deliver an original of the Survey and a copy of the Existing Title Commitment (and such instruments) to Seller within three (3) Business Days of receipt thereof by Purchaser. In the event that Purchaser fails to obtain a Title Commitment or Survey which prior to the expiration of the Study Period, then Purchaser shall reimburse Seller for waive any right to object to any matter set forth in a Title Commitment or Survey, as provided in Section 4 hereofthe case may be, following the expiration of the Study Period. During Not later than the Due Diligence expiration of the Study Period, Purchaser shall give Seller shall obtain from the Title Company at Seller's sole cost and expense a survey endorsement and, if and to the extent available, contiguity, fairway and PUD endorsements. Purchaser may elect to receive an update to the Existing Survey written notice (the "Updated Survey"“Title Objection Notice”) by notifying Seller that sets forth in reasonable detail an explanation of such election in writing prior any objections that Purchaser has to November 6title or survey matters affecting the Real Property (the “Purchaser Title Objections”); provided, 1997. If Purchaser so electshowever, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated Survey. that Purchaser shall have no right to object to any Permitted Exceptions. Seller shall have until 5:00 p.m. Boston time on the later of November 6, 1997 and the date which is fifteen days after third (3rd) Business Day from its receipt of the Title Commitment and Existing Survey Objection Notice (“Seller’s Title Election Period”) to give Purchaser notice as to whether Seller elects to use reasonable efforts to cure the Purchaser Title Objections by the Closing Date. If Seller fails to give Purchaser written notice of such date being referred to as the "Title Review Date") for examination of Title Commitment and Existing Survey and the making of any objections thereto, said objections to be made in writing and delivered to Seller on or election before the end of the Seller’s Title Review Date. If Purchaser shall fail to make any objections on or before the Title Review DateElection Period, Purchaser Seller shall be deemed to have accepted all exceptions elected not to attempt to cure the Purchaser Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 and 4, and the form and substance Objections. If Seller elects not to or is deemed to have elected not to attempt to cure any one or more of the Existing Survey Purchaser Title Objections, such Purchaser Title Objections shall constitute Permitted Exceptions and all matters shown thereon; all such exceptions and matters shall be included in the term "Permitted Exceptions" as used herein. In the event Purchaser elects to receive the Updated Survey, then Purchaser shall have until 5:00 p.m. Boston time on the Title Review Date for examination fifth (5th) Business Day after the end of the Updated Survey and Study Period to elect whether to take title to the making of objections Property subject to such matters shown thereon, such objections or to be made in writing and delivered terminate this Agreement by giving written notice to Seller of such termination on or before such time on such fifth (5th) Business Day, and failure of Purchaser to so terminate this Agreement shall be deemed an election to take title to the Property subject to such matters. If (x) Seller elects to use reasonable efforts to cure any one or more of the Purchaser Title Objections, or (y) the Property becomes subject to any defect in title arising after the date of any Title Commitment or Survey obtained prior to the expiration of the Title Review Date. If Purchaser shall fail to make any such objections to Study Period, as the Updated Survey on or before such datecase may be, Purchaser shall be deemed to have accepted notify Seller within three (3) Business Days of becoming aware of such defect (or at the form Closing if less than three (3) Business Days remain until the Closing Date) and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptions. If any objections to (i) the Title Commitment or Existing Survey or exceptions to title are made within the Title Review Period, or (ii) the Updated Survey are made before the date specified above, then Seller shall have until the rightClosing Date, but not the obligation except as hereafter providedwhich Seller may in its sole discretion, exercisable by written notice to cure (by removal, endorsement or otherwise) such objections Purchaser on or before the Closing Date Date, extend for one or more periods of up to sixty (60) days in a manner reasonably acceptable total to Purchaserprovide additional time to complete such cure. If at the objections are not cured by Seller no later than five (5) days before the scheduled Closing Date, as so extended, Seller has not completed such cure then Purchaser may shall have the option of either accepting the title as its only optionit then is or receiving a refund of the Deposit, elect to either: (i) waive such objection and consummate the transaction contemplated by this Agreement; or (ii) terminate this Agreement, in which event the Xxxxxxx Money shall promptly be returned to Purchaser and neither party thereupon except for Surviving Obligations Purchaser and Seller shall have any no further obligations to the other party except for the Surviving Obligations. Notwithstanding anything to the contrary contained in or liabilities under this Agreement. If Seller elects to use reasonable efforts to cure any one or more of Purchaser Title Objections, Seller shall in no event be obligated required to remove (bring or cause settle a lawsuit to clear any title defects and, except for Seller Mortgages, Seller shall never be required to expend more than the amount of the Title Company Cure Cap to affirmatively insure over in a manner reasonably acceptable to Purchaser) (i) any deeds of trust, mortgages, and related loan documents securing any financing obtained cure all Purchaser Title Objections. All Seller Mortgages will be satisfied by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), (ii) any mechanic's or materialmen's liens relating to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all of the requirements set forth in Schedule B - Section 1 of the Commitment at or prior to the Closing Dateor, if not so satisfied, shall be satisfied at Closing by reserving proceeds otherwise payable to Seller in a manner reasonably satisfactory to the Title Company.

Title and Survey. Seller shall, at Seller's sole cost and expense, obtain and deliver a. Title: Xxxxxx agrees to convey to Purchaser for Purchaser's review a commitment for a standard owner's policy of title insurance along with a copy of each instrument listed as an exception thereon other than Seller's debt instruments (the "at Closing by Limited Warranty Deed Marketable Title Commitment") on the Real Property issued by the Title Company. Seller has delivered to Purchaser a copy of the Existing Survey which Purchaser shall reimburse Seller for as provided in Section 4 hereof. During the Due Diligence Period, Seller shall obtain from the Title Company at Seller's sole cost and expense a survey endorsement and, if and to the extent availableProperty, contiguity, fairway and PUD endorsements. Purchaser may elect warranting title as to receive an update all matters subject only to the Existing Survey (the "Updated Survey") by notifying Seller of such election in writing prior to November 6, 1997. If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated SurveyPermitted Title Exceptions. Purchaser shall have until the later expiration of November 6the Due Diligence Period to examine title to the Property and to secure a commitment in writing, 1997 from an American Land Title Association title insurer of Purchaser's choice, for the issuance of an owner's policy of title insurance, committing to insure, at its standard rates or less, Purchaser and the date title to be conveyed by Seller to Purchaser pursuant to this Agreement, free and clear of all Title Defects, except the Permitted Title Exceptions, and further committing to insure said title as to those matters which is fifteen may be revealed by an inspection or survey of the Property and not otherwise objected to by Purchaser. Purchaser shall, prior to the expiration of the Due Diligence Period, provide a copy of said commitment to Seller and notify Seller in writing of any Title Defects, other than Permitted Title Exceptions, set forth in the commitment which are not acceptable to Purchaser. Seller shall have a reasonable time after receipt of such notification to cure all such defects, or to notify Purchaser in writing within ten (10) days after receipt of the Purchaser’s notice, that it elects not to cure such objectionable Title Commitment and Existing Survey (such date being referred to as the "Title Review Date") for examination of Title Commitment and Existing Survey and the making of any objections thereto, said objections to be made in writing and delivered to Seller on or before the end of the Title Review DateDefects. If Seller notifies Purchaser shall fail that it elects not to make any objections on cure, or before the Title Review DateSeller fails or is unable to cure prior to Closing, Purchaser shall be deemed to have accepted all exceptions to the Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 and 4, and the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters shall be included in the term "Permitted Exceptions" as used herein. In the event Purchaser elects to receive the Updated Surveydefects, then Purchaser shall have until the right to: (a) waive any remaining uncured Title Review Date for examination Defects and proceed to Closing; or (b) cancel this Agreement and receive a refund of the Updated Survey and Xxxxxxx Money, whereupon the making of objections to matters shown thereon, such objections to be made in writing and delivered to Seller on or before the expiration of the Title Review Date. If Purchaser shall fail to make any such objections to the Updated Survey on or before such date, Purchaser parties shall be deemed to have accepted relieved of all further obligations hereunder, except for those obligations which by their express terms survive the form and substance termination of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptions. If any objections to (i) the Title Commitment or Existing Survey or exceptions to title are made within the Title Review Period, or (ii) the Updated Survey are made before the date specified above, then Seller shall have the right, but not the obligation except as hereafter provided, to cure (by removal, endorsement or otherwise) such objections on or before the Closing Date in a manner reasonably acceptable to Purchaser. If the objections are not cured by Seller no later than five (5) days before the scheduled Closing Date, then Purchaser may as its only option, elect to either: (i) waive such objection and consummate the transaction contemplated by this Agreement; or (iic) terminate neither to waive the uncured Title Defects nor to cancel this Agreement, but to pursue Purchaser's remedies against Seller for any breach hereof, at law and/or in which event the Xxxxxxx Money shall be returned to Purchaser and neither party shall have any further obligations to the other party except for the Surviving Obligations. Notwithstanding anything to the contrary contained in this Agreement, Seller shall be obligated to remove (or cause the Title Company to affirmatively insure over in a manner reasonably acceptable to Purchaser) (i) any deeds of trust, mortgages, and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), (ii) any mechanic's or materialmen's liens relating to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all of the requirements set forth in Schedule B - Section 1 of the Commitment at or prior to the Closing Dateequity.

Title and Survey. Seller shallDuring the Inspection Period, at Seller's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review Buyer shall order a commitment for a standard owner's policy an ALTA Owner’s Extended Coverage Policy of Title Insurance (Form 2006) from an agent of Title Company selected by Buyer, showing the status of title insurance along with a copy of each instrument listed as an exception thereon other than Seller's debt instruments to the Property (the "Title Commitment"). Buyer may also order a current ALTA survey of the Property (the "Survey") on the Real Property issued by certified to Buyer, Seller and the Title Company. Seller has delivered to Purchaser a copy The Commitment shall be in the amount of the Existing Survey which Purchaser Purchase Price and shall reimburse Seller for as provided in Section 4 hereof. During commit to insure the Due Diligence Period, Seller shall obtain from the Title Company at Seller's sole cost Buyer has good and expense a survey endorsement and, if and marketable fee simple absolute title to the extent available, contiguity, fairway and PUD endorsementsProperty. Purchaser may elect to receive an update If Buyer has any objections to the Existing Survey (the "Updated Survey") by notifying Seller status of such election in writing prior to November 6, 1997. If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated Survey. Purchaser shall have until the later of November 6, 1997 and the date which is fifteen days after receipt of the Title Commitment and Existing Survey (such date being referred to as the "Title Review Date") for examination of Title Commitment and Existing Survey and the making of any objections thereto, said objections to be made in writing and delivered to Seller on or before the end of the Title Review Date. If Purchaser shall fail to make any objections on or before the Title Review Date, Purchaser shall be deemed to have accepted all exceptions title to the Title Commitment shown on Schedule BProperty (including, Section IIbut not limited to, except for exceptions 1, 2, 3 and 4, and the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters shall be included requirements set forth in the term "Permitted Exceptions" as used herein. In the event Purchaser elects to receive the Updated Survey, then Purchaser shall have until the Title Review Date for examination of the Updated Survey and the making of objections Commitment) or to matters shown thereonon the Survey (collectively, such objections to be made in writing and delivered to "Title & Survey Objections"), Buyer shall give Seller written notice of the same on or before the expiration of the Title Review Date. If Purchaser shall fail to make any such objections to the Updated Survey on or before such date, Purchaser shall be deemed to have accepted the form and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptions. If any objections to (i) the Title Commitment or Existing Survey or exceptions to title are made within the Title Review Inspection Period, or (ii) the Updated Survey are made before the date specified above, then Seller shall have the right, but not the obligation except as hereafter provided, to cure (by removal, endorsement or otherwise) such objections on or before the Closing Date in a manner reasonably acceptable to Purchaser. If the objections are not cured by Seller no later than five (5) days before the scheduled Closing Date, then Purchaser may as its only option, elect to either: (i) waive such objection and consummate the transaction contemplated by this Agreement; or (ii) terminate this Agreement, in which event the Xxxxxxx Money shall be returned to Purchaser and neither party shall have any further obligations to the other party except for the Surviving Obligations. Notwithstanding anything to the contrary contained in this Agreement, Seller shall be obligated to remove (or cause the Title Company to affirmatively insure over in a manner reasonably acceptable to Purchaser) (i) any deeds of trust, mortgages, and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), (ii) any mechanic's or materialmen's liens relating to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use its best efforts to cure the Title & Survey Objections to Buyer’s satisfaction prior to Closing; provided, except as otherwise expressly provided herein, Seller shall not be required to incur any out-of-pocket costs to cure the Title & Survey Objections. Seller shall satisfy all of the requirements set forth in on Schedule B - B, Section 1 of the Commitment at or prior to Closing (which, by way of example, includes the delivery of the deed, release of any liens, payment of any outstanding taxes and delivery of affidavits). If Seller fails to cure any of the Title & Survey Objections to Buyer’s satisfaction, as determined by Buyer in its sole and absolute discretion, by the date the Closing Dateis scheduled to occur under Section 11, then Buyer may, in addition to any other remedies available hereunder or at law or in equity, (i) terminate this Agreement by giving written notice to Seller prior to Closing and receive a return of the Xxxxxxx Money, or (ii) waive the uncured Title & Survey Objections. Nothing herein shall be deemed to modify or limit Seller’s obligations under Section 7 below.

Title and Survey. 6.1 Seller shallshall convey and Buyer shall accept, at subject to the right of Buyer to review and approve all title matters, documents and plats of record in regard to the condition of title to the Property, title such as the Title Company will be willing to approve and insure subject only to Permitted Exceptions as provided for in this Agreement. Buyer acknowledges that it has heretofore received copies of Seller's sole cost existing title insurance policy for the Real Estate (the "Existing Title Policy") and expenseof Seller's existing survey of the Real Estate (the "Existing Survey"). Promptly following the execution of this Agreement, Buyer may (if it so elects) obtain (the costs of which shall be split equally by Buyer and deliver Seller) updates of the Existing Survey to Purchaser for Purchaserthe certification standards described upon the Surveyor's review certification attached hereto as Exhibit 13 and made a part hereof (such updated survey hereinafter referred to as the "Updated Survey"); if Buyer does obtain such an Updated Survey, Buyer shall cause it to be certified to Seller and Buyer shall promptly furnish Buyer, Seller and the Title Company with a copy thereof. Promptly following the execution of this Agreement, Buyer shall also (the costs of which shall be split equally by Buyer and Seller) obtain a commitment for a standard owner's policy of title insurance along with a copy of each instrument listed as an exception thereon other than Seller's debt instruments ALTA Form B Leasehold Title Insurance (the "Title Commitment") on the Real Property issued by ); and Buyer shall promptly cause the Title CompanyCompany to furnish Seller and Buyer with true accurate and complete copies thereof (including true, accurate and complete copies of all underlying title exception documents referenced therein). Seller has delivered to Purchaser a copy Not later than the expiration of the Existing Survey which Purchaser shall reimburse Seller for as provided in Section 4 hereof. During the Due Diligence Period, Buyer shall give Seller shall obtain from the Title Company at Sellerwritten notice ("Buyer's sole cost and expense a survey endorsement and, if and to the extent available, contiguity, fairway and PUD endorsements. Purchaser may elect to receive an update to the Existing Title/Survey (the "Updated SurveyNotice") by notifying Seller of such election any title exceptions which are contained in writing prior to November 6, 1997. If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated Survey. Purchaser shall have until the later of November 6, 1997 and the date which is fifteen days after receipt of the Title Commitment and Existing and/or the Survey which are not Permitted Exceptions. Failure by Buyer to give Buyer's Title/Survey Notice (such date being referred or to as object to any matter referenced in the "Title Review Date"Commitment) for examination of Title Commitment and Existing Survey and the making of any objections thereto, said objections to be made in writing and delivered to Seller on or before the end said date shall constitute Buyer's final and irrevocable approval of the Title Review Datecondition of title (and to any such unobjected to matter) in and to the Real Estate. If Purchaser shall fail to make any objections on or before the Title Review Date, Purchaser Buyer's Title/Survey Notice shall be deemed timely given Seller shall have a period of fifteen (15) days following Seller's receipt of Buyer's Title/Survey Notice, to commence to remove, correct, cure or satisfy (provided Seller does in fact elect to so remove, correct, cure or satisfy) any title exceptions that were identified in Buyer's Title/Survey Notice as not being Permitted Exceptions, it being nevertheless agreed that Seller shall have accepted all exceptions no obligation to undertake any action or to incur any expense in order to effectuate any such removal, correction, cure or satisfaction (except that notwithstanding the Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 and 4, and the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters foregoing Seller shall be included required to remove or discharge any fee mortgages or deeds of trust, as well as any other liens in the term "Permitted Exceptions" as used hereinan ascertainable dollar amount). In the event Purchaser that Seller elects not to receive attempt to remove, correct, cure or satisfy the Updated Surveymatters raised in Buyer's Title/Survey Notice, then Purchaser shall have until or if having elected to do so, does not within thirty (30) days thereafter, (or such additional time as is reasonably necessary (not to exceed an additional fifteen (15) days without Buyer's written consent) to remove, correct, cure or satisfy the Title Review Date for examination of the Updated Survey and the making of objections to matters shown thereon, such objections to be made in writing and delivered to Seller on or before the expiration of the Title Review Date. If Purchaser shall fail to make matter(s) so raised using commercially reasonable good faith efforts) effectuate any such objections to the Updated Survey on removal, correction, cure or before such datesatisfaction as aforesaid (hereinafter called "title correction"), Purchaser shall be deemed to have accepted the form and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptions. If any objections to (i) the Title Commitment or Existing Survey or exceptions to title are made within the Title Review Period, or (ii) the Updated Survey are made before the date specified above, then Seller Buyer shall have the right, but not the obligation except as hereafter provided, right at its sole option either (a) to cure (by removal, endorsement or otherwise) such objections on or before the Closing Date in a manner reasonably acceptable to Purchaser. If the objections are not cured by Seller no later than five (5) days before the scheduled Closing Date, then Purchaser may as its only option, elect to either: (i) waive such objection and consummate the transaction contemplated by this Agreement; or (ii) terminate this Agreement, in which event the Xxxxxxx Money Deposit shall be returned to Purchaser Buyer and neither party shall thereafter have any further obligations liability hereunder, or (b) to accept such title as is disclosed by the Title Commitment and/or Survey without title correction and without Survey correction and without any reduction to the other party except for Purchase Price, thereby waiving any rights against Seller with respect thereto. Said election shall be made by Buyer within three (3) days following Buyer's receipt of written notification by Seller that Seller has not effectuated (or has elected not to effectuate) title correction. In the Surviving Obligationsevent that Seller (even though under no duty to do so) shall undertake title correction and/or Survey correction as aforesaid, and shall be successful, this Agreement shall continue in full force and effect and Buyer shall close the transaction contemplated hereby in accordance with the terms hereof. Notwithstanding anything to In the contrary contained in this Agreement, event that Seller shall only be obligated partially successful in obtaining title and/or Survey correction, Buyer shall have the same alternative rights as Buyer would have in the event Seller had declined to remove seek title and/or Survey correction (or cause the Title Company as set forth above). Buyer shall make its election within three (3) days after Buyer's receipt of written notice from Seller to affirmatively insure over in a manner reasonably acceptable to Purchaser) (i) any deeds of trust, mortgages, and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), (ii) any mechanic's or materialmen's liens relating to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all Buyer of the requirements set forth in Schedule B - Section 1 of extent to which title and/or the Commitment at or prior to the Closing DateSurvey has been corrected.

Title and Survey. Seller shallOn or after the Effective Date, at Seller's sole cost and expense, obtain and deliver Buyer may request the Title Company to Purchaser for Purchaser's review a issue its title insurance commitment for a standard owner's policy of title insurance the Property, along with all requested endorsements (which may require the issuance of a copy of each instrument listed as an exception thereon other than Seller's debt instruments zoning compliance letter) (the "“Title Commitment"”) and may engage a licensed surveyor to prepare an ALTA/ACSM survey of the Property (“Survey”). No later than 5:00 p.m. central standard time on the Real Property issued thirtieth (30th) day after the Effective Date (such thirty (30) day period is referred to herein as the “Due Diligence Period” and the last day of the Due Diligence Period at 5:00 p.m. central standard time is referred to herein as the “Approval Date”), Buyer shall have the right to notify Seller in writing of its objection to any matters disclosed by the Title CompanyCommitment or the Survey obtained by Buyer (collectively, “Title Objections”). Upon receipt of any such timely written notice of Title Objections from the Buyer, Seller may, but shall not be obligated to, cure the Title Objections on or before the Closing Date. Seller has delivered shall notify Buyer within three (3) business days of receiving the Title Objections as to Purchaser its decision to either cure or not to cure the Title Objections. In the event Seller elects to cure any Title Objection, and fails to do so prior to Closing, such failure shall constitute a copy default of the Existing Survey which Purchaser provisions of this Agreement. It is expressly understood that in no event shall reimburse Seller for as provided be required to bring any action or institute any proceeding, or to otherwise incur any costs or expenses in Section 4 hereoforder to attempt to eliminate any Title Objections. During In the event Buyer fails to deliver a notice of any Title Objections at the end of the Due Diligence Period, Seller shall obtain from the Title Company at Seller's sole cost and expense a survey endorsement and, if and to the extent available, contiguity, fairway and PUD endorsements. Purchaser may elect to receive an update to the Existing Survey (the "Updated Survey") by notifying Seller of such election in writing prior to November 6, 1997. If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated Survey. Purchaser shall have until the later of November 6, 1997 and the date which is fifteen days after receipt of the Title Commitment and Existing Survey (such date being referred to as the "Title Review Date") for examination of Title Commitment and Existing Survey and the making of any objections thereto, said objections to be made in writing and delivered to Seller on or before the end of the Title Review Date. If Purchaser shall fail to make any objections on or before the Title Review Date, Purchaser Buyer shall be conclusively deemed to have waived and accepted all exceptions any Title Objections (other than the Monetary Liens). If Seller elects by notice at any time not to the cure any Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 and 4, and the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters shall be included in the term "Permitted Exceptions" as used herein. In the event Purchaser elects to receive the Updated SurveyObjection, then Purchaser the Buyer’s sole right and remedy shall have until be, on the Title Review Date for examination of the Updated Survey terms and the making of objections to matters shown thereonconditions set forth below, such objections to be made in writing and delivered to Seller on or before the expiration of the Title Review Date. If Purchaser shall fail to make any such objections to the Updated Survey on or before such date, Purchaser shall be deemed to have accepted the form and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptions. If any objections to (i) the Title Commitment or Existing Survey or exceptions to title are made within the Title Review Period, or (ii) the Updated Survey are made before the date specified above, then Seller shall have the right, but not the obligation except as hereafter provided, to cure (by removal, endorsement or otherwise) such objections on or before the Closing Date in a manner reasonably acceptable to Purchaser. If the objections are not cured by Seller no later than five (5) days before the scheduled Closing Date, then Purchaser may as its only option, elect to either: (ix) waive such objection and consummate to elect not to purchase the transaction contemplated by this Agreement; or (ii) terminate this AgreementProperty, in which event the Xxxxxxx Money this Agreement shall be returned terminated; or (y) to Purchaser and neither party shall have any further obligations complete the transactions contemplated hereby in accordance with this Agreement subject to the other party except for the Surviving Obligations. Notwithstanding anything to the contrary contained such Title Objection without reduction in this Agreement, Seller shall be obligated to remove (or cause the Title Company to affirmatively insure over in a manner reasonably acceptable to Purchaser) (i) any deeds of trust, mortgages, and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), (ii) any mechanic's or materialmen's liens relating to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all abatement of the requirements set forth in Schedule B - Section 1 of the Commitment at or prior to the Closing DatePurchase Price.

Title and Survey. Seller shall, at Seller's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review a commitment for a standard owner's policy Within thirty (30) days of title insurance along with a copy of each instrument listed as an exception thereon other than Seller's debt instruments the Effective Date hereof (the "“Title Commitment") on Examination Period”), Buyer shall perform or cause to be performed a title examination of the Real Property issued by the Title Company. Seller has delivered to Purchaser a copy of the Existing Survey which Purchaser shall reimburse Seller for as provided in Section 4 hereof. During the Due Diligence Periodand obtain, Seller shall obtain from the Title Company at Seller's sole cost and expense a survey endorsement and, if and to the extent availabledesired by Buyer, contiguity, fairway an A-2 survey (“Buyer’s Survey”) and PUD endorsements. Purchaser may elect to receive an update to the Existing Survey shall notify Seller not later than ten (the "Updated Survey"10) by notifying Seller of such election in writing prior to November 6, 1997. If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated Survey. Purchaser shall have until the later of November 6, 1997 and the date which is fifteen days after receipt the expiration of the Title Commitment Examination Period (the “Title Notice Period” and Existing Survey (the Title Examination Period plus the Title Notice Period, collectively, the “Title Contingency Period”) of any defects in title or matters disclosed by such date being referred to as the "Title Review Date") for examination of title and/or Buyer’s Survey by written notice to Seller which notice (“Title Commitment and Existing Survey Notice”) must specify the reason such matter(s) are not satisfactory and the making of any objections thereto, said objections curative steps necessary to be made in writing remove the basis for Buyer’s disapproval. All matters to which Buyer fails to give a Title and delivered to Seller on or before the end of the Title Review Date. If Purchaser shall fail to make any objections on or before the Title Review Date, Purchaser shall be deemed to have accepted all exceptions to the Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 and 4, and the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters shall be included in the term "Permitted Exceptions" as used herein. In the event Purchaser elects to receive the Updated Survey, then Purchaser shall have until the Title Review Date for examination of the Updated Survey and the making of objections to matters shown thereon, such objections to be made in writing and delivered to Seller Notice on or before the expiration of the Title Review DateContingency Period, or with respect to which a timely Title and Survey Notice is given but Seller fails to undertake an express obligation to cure as hereinafter provided, shall be deemed to be approved by Buyer and “Permitted Encumbrances” as provided below, subject, however, to Buyer’s termination right provided below. If Purchaser Except for instruments securing indebtedness of the Seller, Seller shall fail have no obligation whatsoever to make 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 or survey objections for which Buyer has properly and timely delivered a Title and Survey Notice, and Seller shall not be deemed to have any obligation to cure and such objections objection unless Seller expressly undertakes such an obligation by a written notice to or written agreement with Buyer given or entered into on or prior to that date which is ten (10) days after Seller receives a proper and timely Title and Survey Notice and which recites that it is in response to a Title and Survey Notice. Subject to the Updated Survey on or before such dateBuyer’s termination right as provided in this Section 4, Purchaser Buyer shall be deemed to have accepted approved and to have agreed to purchase the form and substance of Premises subject to the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptions. If any objections to following: (i) zoning and building regulations, and any and all provisions of any ordinance, governmental regulation or public or private law affecting the Title Commitment Premises; (ii) real estate taxes of the Town in which the Premises are located and any existing municipal assessment commencing with the payment of the taxes and/or assessment or Existing Survey installment thereof next coming due following the date of Closing, which taxes and assessment(s) the Buyer shall, by acceptance of the deed, assume and agree to pay, subject to adjustment as hereinafter stated; (iii) any state of facts which an accurate survey of the Premises might disclose, provided the same does not render the title to the Premises uninsurable; (iv) any and all assessments for any municipal improvements which may, on or after the date hereof, be levied against or become a lien on the Premises; (v) such additional encumbrances and exceptions to title as are set forth on Schedule A annexed hereto and made within a part hereof; and (vi) any matters disclosed, or which should be disclosed, in the survey and title report to be obtained by Buyer pursuant to this Section 4 below which are not objected to by Buyer prior to the end of the Title Review PeriodContingency Period described above. All of the foregoing are referred to herein collectively as “Permitted Encumbrances”. As to matters affecting title or survey to which Buyer timely and properly delivers a Title and Survey Notice, the Seller shall promptly and in good faith seek to cure the stated defect, and shall have the right, on written notice to the Buyer on or before the Closing Date, to an adjournment of the Closing for a period not exceeding thirty (30) days within which to cure such stated defect. If the Seller shall be unable to convey title to the Buyer at the Closing, or the adjourned closing, in accordance with the terms of this Agreement, the Buyer shall have the option of either (i) closing the transaction on the terms herein provided and accepting, in full satisfaction of the Seller’s obligation hereunder, such title as the Seller can convey, subject to such nonconformity, or (ii) the Updated Survey are made before the date specified above, then Seller shall have the right, but not the obligation except as hereafter provided, to cure (by removal, endorsement or otherwise) such objections on or before the Closing Date in a manner reasonably acceptable to Purchaser. If the objections are not cured by Seller no later than five (5) days before the scheduled Closing Date, then Purchaser may as its only option, elect to either: (i) waive such objection and consummate the transaction contemplated by this Agreement; or (ii) terminate cancelling this Agreement, in which event further claims and obligations between the Xxxxxxx Money parties hereto by reason of this Agreement shall be returned to Purchaser released and neither party discharged except obligations of Buyer under Section 4(a) above, and this Agreement shall have any further obligations to the other party except for the Surviving Obligationsbe deemed terminated. Notwithstanding anything contained herein to the contrary contained contrary, the Seller may use any part of the Purchase Price to secure delivery of any instrument required to enable the Seller to make conveyance as herein provided. If any work has been done or material furnished on the Premises at Seller’s request (but expressly excluding Buyer’s Tests and Inspections) within ninety (90) days prior to Closing for which a mechanic’s lien could be claimed or filed, the Seller agrees to deliver to the Buyer at the closing evidence of payment of such claims or absolute waivers of mechanic’s lien. Notwithstanding any provision in this AgreementAgreement to the contrary, in the event Seller shall be obligated unable to remove (obtain a release of any existing mortgage encumbering the Premises at the time of the closing from the lending institution holding any such mortgage, or cause any assignee thereof, either because said lending institution will not release the Title Company mortgage without first receiving payment or because the lending institution has delayed in providing the release of mortgage, then Buyer agrees to affirmatively insure over in a manner reasonably acceptable to Purchaser) close title notwithstanding the absence of the release of mortgage, provided the Seller furnishes the Buyer, at closing, with (i) any deeds a “payoff statement” from the “mortgagee”, as said terms are defined in Section 49-8a of trust, mortgages, and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan")Connecticut General Statutes, (ii) any mechanic's or materialmen's liens relating to work done by or on behalf a copy of Seller the check evidencing payment in full of the unreleased mortgage, and (iii) any tax or judgment liens against a letter from Seller. Seller agrees ’s attorney to use best efforts Buyer including an undertaking to satisfy all of the requirements set forth in Schedule B - Section 1 of the Commitment at or prior forward said check to the Closing Dateaforementioned “mortgagee”; and further provided that Buyer’s title insurance company will issue a fee and mortgagee policy of title insurance at no additional premium with no exception for any such mortgage.

Title and Survey. Seller shall, at Seller's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review a commitment for a standard owner's policy of preliminary title insurance report along with a copy of each instrument listed as an exception thereon other than Seller's debt instruments (the "Title CommitmentReport") on the Real Property issued by the Title Company. Seller has delivered to Purchaser a copy Company and any existing survey of the Property in Seller's possession or control (the "Existing Survey which Purchaser shall reimburse Seller for as provided in Section 4 hereofSurvey"). During the Due Diligence Period, Seller Purchaser shall obtain from have the Title Company right to obtain, at Seller's its sole cost and expense a survey endorsement andexpense, any desired endorsements to the Title Report which are available, if and to the extent available, contiguity, fairway and PUD endorsementsany. Purchaser may elect to receive an update to the Existing Survey (the "Updated Survey") by notifying Seller of such election in writing prior to November 6, 1997within five (5) days after Purchaser's receipt of the Existing Survey. If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated Survey. The Updated Survey shall: (i) be made in accordance with the specifications listed on Exhibit C attached hereto, and (ii) contain a certification in the form set forth on Exhibit D attached hereto. Purchaser shall have until the later of November 6, 1997 and the date which is fifteen days after receipt of the Title Commitment and Existing Survey (such date being referred to as the "Title Review Date") for examination of Title Commitment and Existing Survey and the making of any objections thereto, said objections to be made in writing and delivered to Seller on or before the end of the Title Review Date. If Purchaser shall fail to make any objections on or before the Title Review Date, Purchaser shall be deemed to have accepted all exceptions to the Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 and 4, and the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters and any exceptions or matters caused by or through Purchaser shall be included in the term "Permitted Exceptions" as used herein. In the event Purchaser elects to receive the Updated Survey, then Purchaser shall have until the Title Review Date five (5) days after receipt thereof for examination of the Updated Survey and the making of written objections thereto and delivery of same to matters shown thereon, such objections to be made in writing and delivered to Seller on or before the expiration of the Title Review DateSeller. If Purchaser shall fail to make deliver written notice to Seller of any such objections to the Updated Survey on or before the expiration of such date5 day period, Purchaser shall be deemed to have accepted the form and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters and any exceptions or matters caused by or through Purchaser shall be included as Permitted Exceptions. Provided that Purchaser receives the Existing Survey before the end of the Due Diligence Period, Purchaser may not object to matters shown on the Updated Survey that were shown on the Existing Survey, and shall not unreasonably withhold its approval of the Updated Survey. If the Updated Survey is delivered less than 5 days before Closing, the Closing Date shall be extended by not more than 5 days to provide Purchaser with a full 5 day period to review the Updated Survey. If any objections to (i) the Title Commitment or Existing Survey or exceptions to title are made within the Title Review Period, or (ii) the Updated Survey are made before within the date specified 5 day review period described above, then Seller shall have the right, but not the obligation except as hereafter providedobligation, to cure (by removal, endorsement or otherwise; provided that any endorsement, other than with respect to mechanics' liens, monetary judgments and/or other monetary encumbrances, shall be subject to Purchaser's prior written consent, not to be unreasonably withheld) such objections on or before the Closing Date in a manner reasonably acceptable to PurchaserDate. If the objections are not cured by Seller no later than five (5) days before by the scheduled Closing Date, then Purchaser may as its only option, elect to either: (i) waive such objection and consummate the transaction contemplated by this Agreement; or (ii) terminate this Agreement, in which event the Xxxxxxx Earnest Money shall be xxxxx xe returned to Purchaser and neither party shall have any further obligations to the other party except for the Surviving Obligations. Notwithstanding anything to the contrary contained in this Agreement, Seller shall be obligated to remove (or cause the Title Company to affirmatively insure over in a manner reasonably acceptable to Purchaser) (i) any deeds of trust, mortgages, and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), (ii) any mechanic's or materialmen's liens relating to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all of the requirements set forth in Schedule B - Section 1 of the Commitment at or prior to the Closing Date.

Title and Survey. Seller shallThe Purchaser acknowledges that it has received and reviewed (i) “as built” surveys of the Real Properties previously provided to the Purchaser (each, at Seller's sole cost a “Survey” and expensecollectively, obtain the “Surveys”) and deliver to Purchaser (ii) commitments for Purchaser's review a commitment for a standard owner's policy ’s policies of title insurance along with for the Real Properties (each individually a copy of each instrument listed as an exception thereon other than Seller's debt instruments (the "“Title Commitment"” and collectively, the “Title Commitments”) on the Real Property issued by the Chicago Title Insurance Company (the “Title Company” or the “Escrow Agent”), each as identified on Exhibit 3.1. Seller As of the date hereof, the Purchaser has delivered a notice letter (the “Objection Notice”) to Purchaser a copy each of the Existing Survey which Purchaser shall reimburse Seller for as provided Sellers listing any title exceptions, exclusions from coverage or other matters identified in Section 4 hereof. During the Due Diligence Period, Seller shall obtain from the Title Company at Seller's sole cost and expense a survey endorsement andCommitments or the Surveys (collectively, if and “Title & Survey Matters”) to which the extent available, contiguity, fairway and PUD endorsementsPurchaser objects. The Purchaser may elect to receive an update to the Existing Survey (the "Updated Survey") by notifying Seller of such election in writing prior to November 6, 1997. If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated Survey. Purchaser shall have until the later of November 6, 1997 and the date which is fifteen days after receipt of the Title Commitment and Existing Survey (such date being referred to as the "Title Review Date") for examination of Title Commitment and Existing Survey and the making of any objections thereto, said objections to be made in writing and delivered to Seller on or before the end of the Title Review Date. If Purchaser shall fail to make any objections on or before the Title Review Date, Purchaser shall be deemed to have accepted all exceptions approved any Title & Survey Matters which the Purchaser has not objected to in the Title Commitment shown on Schedule BObjection Notice. Other than Seller Encumbrances (as hereinafter defined), Section II, except for exceptions 1, 2, 3 and 4, and the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters which each applicable Seller shall be included in required to remove, the term "Permitted Exceptions" as used herein. In the event Purchaser elects to receive the Updated Survey, then Purchaser shall have until the Title Review Date for examination of the Updated Survey and the making of objections to matters shown thereon, such objections to be made in writing and delivered to Seller on or before the expiration of the Title Review Date. If Purchaser shall fail to make any such objections to the Updated Survey on or before such date, Purchaser shall be deemed to have accepted the form and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptions. If any objections to (i) the Title Commitment or Existing Survey or exceptions to title are made within the Title Review Period, or (ii) the Updated Survey are made before the date specified above, then applicable Seller shall have the right, but not the obligation except as hereafter providedin its sole and absolute discretion, to elect to try to cure any Title & Survey Matters set forth in the Objection Notice by providing written notice (an “Objection Response Notice”) thereof to the Purchaser within four (4) Business Days (as hereinafter defined) after the date hereof specifying which Title & Survey Matters, if any, it will elect to attempt to cure and the specific actions, if any, that it agrees to take to effect such cure, which specific actions agreed to in writing by removalsuch Seller shall constitute covenants of such Seller under this Agreement. The Purchaser shall have three (3) Business Days after receipt of such Objection Response Notice in which to notify the applicable Seller that the Purchaser either accepts or rejects such Seller’s proposed cure, endorsement or otherwise) such objections on or before the Closing Date in a manner reasonably proposed cure shall be deemed acceptable to the Purchaser. If the objections are applicable Seller does not cured cure any Title & Survey Matter objected to in the Objection Notice to the reasonable satisfaction of the Purchaser (or in a manner deemed acceptable as set forth above) on or prior to the Closing Date (as the same may be extended as set forth below), then the Purchaser shall have the option, exercisable by written notice delivered to the applicable Seller no later than five (5) days before by 10:00 A.M. on the scheduled Closing Date, of either (x) accepting the title as it then Purchaser may is and proceeding to Closing or (y) terminating this Agreement solely with respect to such Property in which case the portion of the Deposit applicable to such Property shall be proportionately allocated among the other Properties based on the amount of the Purchase Price allocated to such remaining Properties as set forth in the Allocation of Values, the Purchase Price shall be reduced by the value of the applicable Property as set forth on the Allocation of Values, and the Seller of the applicable Property automatically shall be deemed released from its only option, elect to either: (i) waive such objection and consummate the transaction contemplated by obligations under this Agreement; provided, however that the Purchaser shall have no right to proceed under such clause (y) as to more than one Property. If an event occurs pursuant to the foregoing provisions of this Section 3.1 with respect to two (2) or more Properties such that the Purchaser would have the right to terminate this Agreement but for the proviso in the preceding sentence limiting such terminating right to a single Property, then the Purchaser shall have the option, exercisable by written notice delivered to the applicable Seller by 10:00 A.M. on the Closing Date, of either (A) terminating this Agreement as to only one of such Properties as to which Seller has not cured any Title & Survey Matter objected to in the Objection Notice to the reasonable satisfaction of the Purchaser (or in a manner deemed acceptable as set forth above) and closing on the remaining Properties, in which case the Purchase Price shall be reduced by the value of the Property as to which this Agreement is so terminated as set forth on the Allocation of Values or (iiB) terminate terminating this AgreementAgreement in its entirety, in which event the Xxxxxxx Money Deposit shall be returned to Purchaser and neither no party shall have any further obligations to the other party except for the Surviving Obligations. Notwithstanding anything to the contrary contained in obligation or liabilities under this Agreement, Seller shall be obligated to remove (except for such obligations or cause liabilities that expressly survive the Title Company to affirmatively insure over in a manner reasonably acceptable to Purchaser) (i) any deeds termination of trust, mortgages, and related loan documents securing any financing obtained by Seller, including, without limitationthis Agreement. Notwithstanding the foregoing, the existing loan with Continental Bank, N.A. (Purchaser shall have the "Existing Loan"), (ii) any mechanic's or materialmen's liens relating rights and remedies provided in Section 9.3 if the failure to work done cure is the result of a breach of a specific covenant agreed to by or on behalf of Seller and (iii) any tax or judgment liens against the applicable Seller. Seller agrees to use best efforts to satisfy all of the requirements set forth in Schedule B - Section 1 of the Commitment at or prior to the Closing Date.

Title and Survey. Seller shall, at Seller's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review a commitment for a standard owner's policy of title insurance along with a copy of each instrument listed as an exception thereon other than Seller's debt instruments (the "Title Commitment") Buyer will have until 5:00 p.m. E.S.T. on the Real Property issued by seventh (7th) day after Seller causes the Title Company. Seller has last to be delivered to Purchaser a copy of the Existing Survey which Purchaser shall reimburse Seller for as provided in Section 4 hereof. During the Due Diligence Period, Seller shall obtain from the Title Company at Seller's sole cost and expense a survey endorsement and, if and to the extent available, contiguity, fairway and PUD endorsements. Purchaser may elect to receive an update to the Existing Survey (the "Updated Survey") by notifying Seller of such election in writing prior to November 6, 1997. If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated Survey. Purchaser shall have until the later of November 6, 1997 and the date which is fifteen days after receipt of the Title Commitment and Existing the Survey to be delivered to Buyer by or on behalf of Seller (such delivery date being referred to defined as the "Title Review and Survey Delivery Date") for examination of Title Commitment and Existing Survey to examine title to the Project and the making Survey, determine whether Buyer will be able to obtain any endorsements it desires, and give written notice to Seller of any objections thereto, said objections to be made in writing and delivered the title or the Survey which Buyer may have. If Buyer fails to give any notice to Seller on or before the end of the Title Review Date. If Purchaser shall fail to make any objections on or before the Title Review Dateby such date, Purchaser Buyer shall be deemed to have accepted all waived such right to object to any title exceptions or defects. If Buyer does give Seller timely notice of objection to the Title Commitment shown on Schedule B, Section II, except for any title exceptions 1, 2, 3 or defects and 4, and the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters shall be included in the term "Permitted Exceptions" as used herein. In the event Purchaser elects to receive the Updated Survey, then Purchaser shall have until the Title Review Date for examination of the Updated Survey and the making of objections to matters shown thereon, such objections objection is not reasonably cured or satisfied or undertaken to be made in writing and delivered to Seller on reasonably cured or before the expiration of the Title Review Date. If Purchaser shall fail to make any such objections to the Updated Survey on or before such date, Purchaser shall be deemed to have accepted the form and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptions. If any objections to (i) the Title Commitment or Existing Survey or exceptions to title are made within the Title Review Period, or (ii) the Updated Survey are made before the date specified above, then Seller shall have the right, but not the obligation except as hereafter provided, to cure (by removal, endorsement or otherwise) such objections on or before the Closing Date in a manner reasonably acceptable to Purchaser. If the objections are not cured satisfied by Seller no later than within five (5) business days before the scheduled Closing Dateof receiving Buyer's objection, then Purchaser Buyer may as its only optionelect, elect by written notice to either: Seller within five (i5) waive business days after Seller so responds to such objection and consummate the transaction contemplated by this Agreement; or objections, either to (iia) terminate this Agreement, in which event case the Xxxxxxx Money shall be returned to Purchaser Buyer by Escrow Agent, and neither party the parties shall have no further rights or obligations hereunder, except for those which expressly survive any further obligations such termination, or (b) waive its objections hereunder and proceed with the transaction pursuant to the other party except for remaining terms and conditions of this Agreement. If Buyer fails to so give Seller notice of its election, it shall be deemed to have elected the Surviving Obligationsoption contained in subpart (b) above. Notwithstanding anything If Seller does so reasonably cure or satisfy, or undertake to reasonably cure or satisfy, such objection to the contrary contained satisfaction of Buyer, then this Agreement shall continue in full force and effect. Buyer shall have the right at any time to waive any objections that it may have made and, thereby, to preserve this Agreement, Seller shall be obligated to remove (or cause the Title Company to affirmatively insure over Agreement in a manner reasonably acceptable to Purchaser) (i) any deeds of trust, mortgages, full force and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), (ii) any mechanic's or materialmen's liens relating to work done by or on behalf of Seller and (iii) any tax or judgment liens against Sellereffect. Seller agrees to use best efforts pay and release, bond, or otherwise remove from title ("Remove from Title") the liens of any mortgages filed against the Property, along with any other monetary liens which do not exceed, in the aggregate, twenty thousand and No/100 dollars ($20,000.00); the obligation of Seller to satisfy all of Remove from Title may be satisfied by providing affirmative title insurance coverage under the requirements set forth in Schedule B - Section 1 of the Title Commitment at or prior which is reasonably satisfactory to the Closing DateBuyer.

Title and Survey. Within five (5) Business Days following the Effective Date, Seller shall, at Seller's sole cost and expense, obtain and shall deliver to Purchaser for Purchaser's review a commitment for a standard owner's policy copies of the most recent title insurance along with a copy policies and surveys of each instrument listed as an exception thereon other than Seller's debt instruments (the "Title Commitment") on the Real Property issued by the Title Company. Seller has delivered to Purchaser a copy of the Existing Survey which Purchaser shall reimburse Seller for as provided that are in Section 4 hereof. During the Due Diligence Period, Seller shall obtain from the Title Company at Seller's sole cost and expense a survey endorsement and, ’s possession or control (if and to the extent available, contiguity, fairway and PUD endorsements. Purchaser may elect to receive an update to the Existing Survey (the "Updated Survey") by notifying Seller of such election in writing prior to November 6, 1997. If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated Surveyany). Purchaser shall have until the later of November 6, 1997 right to obtain new or updated title commitments and/or surveys for the Real Property and the date which is fifteen days after receipt of the Title Commitment and Existing Survey (such date being referred to as the "Title Review Date") for examination of Title Commitment and Existing Survey and the making Purchaser shall provide copies of any objections thereto, said objections to be made in writing and delivered such updates to Seller on or before the end of the Title Review Datewithin two (2) Business Days after its receipt thereof. If Purchaser shall fail At least five (5) Business Days prior to make any objections on or before the Title Review Date, Purchaser shall be deemed to have accepted all exceptions to the Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 and 4, and the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters shall be included in the term "Permitted Exceptions" as used herein. In the event Purchaser elects to receive the Updated Survey, then Purchaser shall have until the Title Review Date for examination of the Updated Survey and the making of objections to matters shown thereon, such objections to be made in writing and delivered to Seller on or before the expiration of the Title Review Date. If Purchaser shall fail to make any such objections to the Updated Survey on or before such dateInspection Period, Purchaser shall be deemed give Seller notice of any title exceptions or other matters set forth on Seller’s title policies or surveys or any updates thereof as to have accepted the form which Purchaser objects in its sole and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptionsabsolute discretion. If any objections to (i) the Title Commitment or Existing Survey or exceptions to title are made within the Title Review Period, or (ii) the Updated Survey are made before the date specified above, then Seller shall have the right, but not the obligation except obligation, to remove, satisfy or otherwise cure any such exception or other matter as hereafter to which Purchaser so objects. If Seller is unable or unwilling to take such actions as may be required to cure such objections, Seller shall give Purchaser notice thereof; it being understood and agreed that the failure of Seller to give such notice within three (3) Business Days after its receipt of Purchaser’s notice of objection shall be deemed an election by Seller not to remedy such matters. If Seller shall be unable or unwilling to remove any title defects (or is deemed to have elected not to remove) to which Purchaser has so objected, Purchaser shall elect either (a) to terminate this Agreement (in whole but not in part) or (b) to proceed to Closing notwithstanding such title defect without any abatement or reduction in the Purchase Price on account thereof. Purchaser shall make any such election by written notice to Seller given on or prior to the expiration of the Inspection Period; provided, however, if Seller commences to cure a title defect and then elects not to complete such cure, Purchaser shall have the right to terminate this Agreement by written notice to Seller within three (3) Business Days after Seller notifies Purchaser thereof. The failure of Purchaser to give such notice shall be deemed an election by removal, endorsement or otherwisePurchaser to proceed to Closing in accordance with clause (b) such objections on or before the Closing Date in a manner reasonably acceptable to Purchaserabove. If Purchaser terminates this Agreement in accordance with this Section 3.3, Escrow Agent shall return the objections are not cured by Seller no later than five (5) days before the scheduled Closing Date, then Purchaser may as its only option, elect to either: (i) waive such objection and consummate the transaction contemplated by this Agreement; or (ii) terminate this Agreement, in which event the Xxxxxxx Money shall be returned Deposit to Purchaser and neither party shall have any further rights or obligations hereunder, except with respect to the other party except for the Surviving Obligations. Notwithstanding anything to the contrary contained in this Agreement, Seller shall be obligated to remove HNZW/482199_1.DOC (or cause the Title Company to affirmatively insure over in a manner reasonably acceptable to Purchaser) (i) any deeds of trust, mortgages, and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), (ii) any mechanic's or materialmen's liens relating to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all of the requirements set forth in Schedule B - Section 1 of the Commitment at or prior to the Closing Date.Grand Prairie)/4232-13

Title and Survey. 6.1 Seller shall, at shall convey and Buyer shall accept a title such as a reputable title insurance company licensed to do business in the State wherein the Shopping Center is located will be willing to approve and insure subject only to Permitted Exceptions as provided for in this Agreement. Buyer acknowledges that it has heretofore received copies of Seller's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review a commitment for a standard owner's policy of existing title insurance along policy for the Real Estate (the "Existing Title Policy"). Promptly following the execution of this Agreement, Buyer shall obtain (at its expense) a survey ("Survey"), which Survey shall be certified to Seller and Buyer and such other parties as Buyer may require. Buyer shall promptly furnish Seller with a copy of each instrument listed as an exception thereon other than Seller's debt instruments such Survey upon receipt thereof. Promptly following the execution of this Agreement, Buyer shall also obtain a title insurance commitment (the "Title Commitment") on the Real Property issued by from the Title Company; and the Title Company shall promptly furnish Seller with true accurate and complete copies thereof (including true, accurate and complete copies of all underlying title exception documents referenced therein). Seller has delivered to Purchaser a copy The cost of the Existing Survey which Purchaser Title Commitment shall reimburse Seller for as provided in Section 4 hereofbe shared equally between Buyer and Seller. During Not later than the expiration of the Due Diligence Period, Buyer shall give Seller shall obtain from the written notice ("Buyer's Title Company at Seller's sole cost and expense a survey endorsement and, if and to the extent available, contiguity, fairway and PUD endorsements. Purchaser may elect to receive an update to the Existing Survey (the "Updated SurveyNotice") by notifying Seller of such election any title exception matters which are contained in writing prior to November 6, 1997. If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated Survey. Purchaser shall have until the later of November 6, 1997 and the date which is fifteen days after receipt of the Title Commitment and Existing or Survey to which Buyer objects. Buyer's Title Notice shall also identify REAs, if any, as to which Buyer requires as REA Estoppel. Failure by Buyer to give Buyer's Title Notice (such date being referred or to as object to any matter referenced in the "Title Review Date") for examination of Title Commitment and Existing Survey and the making of any objections thereto, said objections to be made in writing and delivered or Survey) to Seller on or before the end said date shall constitute Buyer's final and irrevocable approval of the Title Review Datecondition of title (and to any such unobjected to matter) in and to the Real Estate. If Purchaser shall fail to make any objections on or before the Buyer's Title Review Date, Purchaser Notice shall be deemed to have accepted all exceptions to the Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 and 4, and the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters timely given Seller shall be included in the term "Permitted Exceptions" as used herein. In the event Purchaser elects to receive the Updated Survey, then Purchaser shall have until the Title Review Date for examination of the Updated Survey and the making of objections to matters shown thereon, such objections to be made notify Buyer in writing and delivered to Seller on or before the expiration of the Title Review Date. If Purchaser shall fail to make any such objections to the Updated Survey on or before such date, Purchaser shall be deemed to have accepted the form and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptions. If any objections to (i) the Title Commitment or Existing Survey or exceptions to title are made within the Title Review Period, or (ii) the Updated Survey are made before the date specified above, then Seller shall have the right, but not the obligation except as hereafter provided, to cure (by removal, endorsement or otherwise) such objections on or before the Closing Date in a manner reasonably acceptable to Purchaser. If the objections are not cured by Seller no later than five (5) days before the scheduled Closing Dateafter receiving Buyer's Title Notice, then Purchaser may as its only option, elect to either: (i) waive such objection and consummate the transaction contemplated by this Agreement; or (ii) terminate this Agreement, in which event the Xxxxxxx Money shall be returned to Purchaser and neither party shall have any further obligations to the other party except for the Surviving Obligations. Notwithstanding anything to the contrary contained in this Agreement, if Seller shall be obligated does not intend to remove (or cause the Title Company to affirmatively insure over endorse over, to Buyer's satisfaction) or otherwise cure any matter set forth in Buyer's Title Notice. Seller's lack of a response shall be deemed as Seller's refusal to remove or otherwise cure the matter or matters set forth in Buyer's Title Notice prior to the Closing, it being nevertheless agreed that Seller shall have no obligation to undertake any action or to incur any expense in order to effectuate any such removal, correction, cure or satisfaction. In the event that Seller elects not to attempt to remove, correct, cure or satisfy the matters raised in Buyer's Title Notice (hereinafter called "Title Correction"), Buyer shall have the right at its sole option either (a) to terminate this Agreement, in which event the Deposit shall be returned to Buyer and neither party shall thereafter have any further liability hereunder, except as set forth in Sections 4.2 and 15.7, or (b) to accept such title as is disclosed by the Title Commitment and Survey without title correction and without any reduction to the Purchase Price, thereby waiving any rights against Seller with respect thereto. Said election shall be made by Buyer within five (5) days following Buyer's receipt of written notification by Seller that Seller has elected not to effectuate (or is deemed to have elected not to effectuate) any such Title Correction. In the event either the Title Commitment or Survey is amended to include new exceptions or other matters that are not set forth in a manner reasonably acceptable to Purchaser) prior Title Commitment or Survey (as applicable), Buyer shall have until the later of (i) any deeds the expiration of trustthe Due Diligence Period, mortgages, and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), or (ii) the date that is five (5) days after Buyer's receipt of the amended Title Commitment or Survey (as applicable) and copies of the documents identified in the new exceptions or new requirements, within which to cancel this Agreement and receive a refund of the Deposit or to provisionally accept the title subject to Seller's agreement to cause the removal of or otherwise cure the Title Correction matter given to Seller in a supplemental Buyer's Title Notice with respect to any mechanicsuch new Title Commitment or Survey matter. If supplemental Buyer's Title Notice shall be timely given Seller shall notify Buyer in writing within five (5) days after receiving such Buyer's Title Notice, if Seller does not intend to remove (or materialmencause the Title Company to endorse over, to Buyer's liens relating satisfaction) or otherwise cure any matter set forth in Buyer's Title Notice. Seller's lack of a response shall be deemed as Seller's refusal to work done effectuate any such Title Correction, it being nevertheless agreed that Seller shall have no obligation to undertake any action or to incur any expense in order to effectuate any such Title Correction. In the event that Seller elects not to attempt to effectuate the Title Correction, Buyer shall have the right at its sole option either (a) to terminate this Agreement, in which event the Deposit shall be returned to Buyer and neither party shall thereafter have any further liability hereunder, except as set forth in Sections 4.2 and 15.7, or (b) to accept such title as is disclosed by the Title Commitment and Survey without Title Correction and without any reduction to the Purchase Price, thereby waiving any rights against Seller with respect thereto. Said election shall be made by Buyer within five (5) days following Buyer's receipt of written notification by Seller that Seller has elected not to effectuate (or on behalf of Seller and (iiiis deemed to have elected not to effectuate) any tax or judgment liens against Sellersuch Title Correction. If Seller agrees to use best efforts effectuate any such Title Correction as described in this Section 6.1 but fails or is unable to satisfy all do so by the scheduled Closing Date, Buyer shall, within five (5) days after said scheduled Closing Date, notify Seller and Escrow Agent in writing of Buyer's election to either (i) declare Seller to be in breach under this Agreement under the requirements terms and conditions set forth in Schedule B - Section 1 14.2, or (ii) waive such applicable Title Correction matter whereupon the transaction shall close five (5) days after Buyer notifies Seller of the Commitment at or prior such election. If written notice of such election is not timely given by Buyer pursuant to the Closing Dateforegoing sentence, then Buyer shall be deemed to have elected to declare Seller to be in breach of this Agreement as set forth in such sentence.

Title and Survey. Seller shallPurchaser shall order from the Title Company a preliminary owner’s title commitment with respect to the Property issued in favor of Purchaser (the “Title Commitment”). Purchaser shall request that the Title Company make copies of the Title Commitment, and copies of all underlying recorded exceptions referenced in the Title Commitment, available to Seller. Purchaser may arrange, at Seller's ’s sole cost and expense, obtain and deliver to Purchaser for Purchaser's review a commitment for a standard owner's policy the preparation of title insurance along with a copy of each instrument listed as an exception thereon other than Seller's debt instruments (the "Title Commitment") on the Real Property issued by the Title Company. Seller has delivered to Purchaser a copy one update of the Existing Survey which Purchaser shall reimburse Seller for as provided in Section 4 hereof. During by the Due Diligence Period, Seller shall obtain from the Title Company at Seller's sole cost and expense a survey endorsement and, if and to the extent available, contiguity, fairway and PUD endorsements. Purchaser may elect to receive an update to the Existing Survey original surveying company (the "Updated “Survey") by notifying Seller of such election in writing prior to November 6, 1997. If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated Survey”). Purchaser shall have until May 31, 2013 to give written notice (the later of November 6, 1997 and the date which is fifteen days after receipt of the “First Title Commitment and Existing Survey (such date being referred to as the "Title Review Date"Notice”) for examination of Title Commitment and Existing Survey and the making of any objections thereto, said objections to be made in writing and delivered to Seller on or before the end of the Title Review Date. If such objections as Purchaser shall fail may have to make any objections on or before the Title Review Date, Purchaser shall be deemed to have accepted all exceptions to the Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 and 4, and the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters shall be included title disclosed in the term "Permitted Exceptions" as used herein. In the event Purchaser elects to receive the Updated Survey, then Purchaser shall have until the Title Review Date for examination of the Updated Survey and the making of objections to matters shown thereon, such objections to be made in writing and delivered to Seller on or before the expiration of the Title Review Date. If Purchaser shall fail to make any such objections to the Updated Survey on or before such date, Purchaser shall be deemed to have accepted the form and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptions. If any objections to (i) the Title Commitment or Existing in any Survey or otherwise in Purchaser’s examination of title. From time to time at any time after the First Title Notice and prior to the Closing Date (or the Extension Closing Date, if applicable), Purchaser may give written notice of exceptions to title are made within first appearing of record after the effective date of any updated title commitment or matters of survey which would not have been disclosed by an accurate updated examination of title or preparation of an updated ALTA survey prior to date of the initial Title Review Period, Commitment or (ii) the Updated Survey are made before the date specified above, then initial Survey. Seller shall have the right, but not the obligation except as hereafter providedobligation, to attempt to remove, satisfy or otherwise cure any exceptions to title to which the Purchaser so objects. Within three (by removal3) Business Days after receipt of Purchaser’s First Title Notice, endorsement Seller shall give written notice to Purchaser informing the Purchaser of Seller’s election with respect to such objections. If Seller fails to give written notice of election within such three (3) Business Day period, Seller shall be deemed to have elected not to attempt to cure the objections. If Seller elects to attempt to cure any objections, Seller shall be entitled to one or otherwise) such objections on or before more reasonable adjournments of the Closing Date in a manner reasonably acceptable of up to Purchaserbut not beyond the thirtieth (30th) day following the initial date set for the Closing to attempt such cure, but, Seller shall not be obligated to expend any sums, commence any suits or take any other action to effect such cure. If the objections are Seller elects, or is deemed to have elected, not cured by to cure any exceptions to title to which Purchaser has objected or if, after electing to attempt to cure, Seller no later than five (5) days before the scheduled Closing Datedetermines that it is unwilling or unable to remove, then Purchaser may as its only optionsatisfy or otherwise cure any such exceptions, elect to either: Purchaser’s sole remedy hereunder in such event shall be either (i) waive to accept title to the Property subject to such objection exceptions as if Purchaser had not objected thereto and consummate without reduction of the transaction contemplated by this Agreement; or Purchase Price, (ii) if such exceptions are matters first appearing of record after the date of this Agreement, and arise by, through or under Seller, to terminate this Agreement, in which event or (iii) to terminate this Agreement within three (3) Business Days after receipt of written notice from Seller either of Seller’s election not to attempt to cure any objection or of Seller’s determination evidenced by written notice to Purchaser, having previously elected to attempt to cure, that Seller is unable or unwilling to do so, or three (3) Business Days after Seller is deemed hereunder to have elected not to attempt to cure such objections (and upon any such termination under clause (ii) or (iii) above, Escrow Agent shall return the Xxxxxxx Money to Purchaser). Purchaser’s failure to timely terminate pursuant to items (ii) and (iii) above shall be returned deemed Purchaser’s election to Purchaser and neither party shall have any further obligations close pursuant to the other party except for the Surviving Obligationsitem (i). Notwithstanding anything to the contrary contained in this Agreementforegoing, Seller shall be obligated to remove (or cause the Title Company first priority deed of trust and any related UCC-1’s or financing statements encumbering the Property to affirmatively insure over be released at Closing (collectively, the “Security Instruments”). If Seller does not cause all of the Security Instruments to be released by Closing, then, in a manner reasonably acceptable addition to Purchaser) (i) any deeds of trustother remedy available hereunder, mortgages, Buyer make take all steps necessary to release the same and related loan documents securing any financing obtained by Sellerdeduct the costs it incurs in connection therewith from the Purchase Price, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), (ii) any mechanic's or materialmen's liens relating to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all of the requirements set forth in Schedule B - Section 1 of the Commitment at or prior to the Closing Datereasonable attorneys’ fees.

Title and Survey. Seller shallWithin five (5) Business Days following the Effective Date, at Seller's sole cost and expense, obtain and Sellers shall deliver to Purchaser for Purchaser's review a commitment for a standard owner's policy copies of the most recent title insurance along with a copy policies relating to the Facilities and surveys of each instrument listed as an exception thereon other than Seller's debt instruments (the "Title Commitment") on the Real Property issued by the Title Company. Seller has delivered to Purchaser a copy of the Existing Survey which Purchaser shall reimburse Seller for as provided that are in Section 4 hereof. During the Due Diligence Period, Seller shall obtain from the Title Company at Seller's sole cost and expense a survey endorsement and, Sellers’ possession or control (if and to the extent available, contiguity, fairway and PUD endorsements. Purchaser may elect to receive an update to the Existing Survey (the "Updated Survey") by notifying Seller of such election in writing prior to November 6, 1997. If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated Surveyany). Purchaser shall have until the later of November 6, 1997 right to obtain new or updated title commitments and/or surveys for the Real Property and the date which is fifteen days after receipt of the Title Commitment and Existing Survey (such date being referred to as the "Title Review Date") for examination of Title Commitment and Existing Survey and the making Purchaser shall provide copies of any objections thereto, said objections such updates to be made in writing and delivered Sellers within two (2) Business Days after its receipt thereof. At least five (5) Business Days prior to Seller on or before the end of the Title Review Date. If Purchaser shall fail to make any objections on or before the Title Review Date, Purchaser shall be deemed to have accepted all exceptions to the Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 and 4, and the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters shall be included in the term "Permitted Exceptions" as used herein. In the event Purchaser elects to receive the Updated Survey, then Purchaser shall have until the Title Review Date for examination of the Updated Survey and the making of objections to matters shown thereon, such objections to be made in writing and delivered to Seller on or before the expiration of the Title Review Date. If Purchaser shall fail to make any such objections to the Updated Survey on or before such dateInspection Period, Purchaser shall be deemed give Sellers notice of any title exceptions or other matters set forth on Sellers’ title policies or surveys or any updates thereof as to have accepted the form which Purchaser objects. If, in its sole and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptionsabsolute discretion. If any objections to (i) the Title Commitment or Existing Survey or exceptions to title are made within the Title Review Period, or (ii) the Updated Survey are made before the date specified above, then Seller Sellers shall have the right, but not the obligation except obligation, to remove, satisfy or otherwise cure any such exception or other matter as hereafter to which Purchaser so objects, Sellers are unable or unwilling to take such actions as may be required to cure such objections, Sellers shall give Purchaser notice thereof; it being understood and agreed that the failure of Sellers to give such notice within three (3) Business Days after its receipt of Purchaser’s notice of objection shall be deemed an election by Seller not to remedy such matters. If Sellers shall be unable or unwilling to remove any title defects to which Purchaser has so objected, Purchaser shall elect either (a) to terminate this Agreement (in whole but not in part) or (b) to proceed to Closing notwithstanding such title defect without any abatement or reduction in the Purchase Price on account thereof. Purchaser shall make any such election by written notice to Seller given on or prior to the expiration of the Inspection Period; provided, however, if any Seller commences to cure a title defect and then elects not to complete such cure, Purchaser shall have the right to terminate this Agreement by written notice to Sellers within three (3) Business Days after such Seller notifies Purchaser thereof. The failure of Purchaser to give such notice shall be deemed an election by removal, endorsement or otherwisePurchaser to proceed to Closing in accordance with clause (b) such objections on or before the Closing Date in a manner reasonably acceptable to Purchaserabove. If the objections are not cured by Seller no later than five (5) days before the scheduled Closing DatePurchaser terminates this Agreement in accordance with this Section 3.3, then Purchaser may as its only option, elect to either: (i) waive such objection and consummate the transaction contemplated by this Agreement; or (ii) terminate this Agreement, in which event the Xxxxxxx Money Escrow Agent shall be returned return the Deposit to Purchaser and neither party shall have any further rights or obligations hereunder, except with respect to the other party except for the Surviving Obligations. Notwithstanding anything to the contrary contained in this Agreement, Seller shall be obligated to remove (or cause the Title Company to affirmatively insure over in a manner reasonably acceptable to Purchaser) (i) any deeds of trust, mortgages, and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), (ii) any mechanic's or materialmen's liens relating to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all of the requirements set forth in Schedule B - Section 1 of the Commitment at or prior to the Closing Date.

Title and Survey. 5.1 Within five (5) Business Days after the Contract Date, Seller shallshall deliver the Existing Survey to Buyer and the updated Title Commitment to Buyer. Buyer shall examine title to the Real Property and the Survey and within five (5) Business Days prior to the Inspection Date, at Seller's sole cost and expense, obtain and deliver give written notice to Purchaser for Purchaser's review a commitment for a standard owner's policy Seller of any objections that Buyer may have to title insurance along with a copy of each instrument listed as an exception thereon other than Seller's debt instruments or the Survey (the "Title CommitmentObjection Notice") on the Real Property issued by the Title Company. Seller has delivered to Purchaser a copy of the Existing Survey which Purchaser shall reimburse Seller for as provided in Section 4 hereof. During the Due Diligence Period, Seller shall obtain from the Title Company at Seller's sole cost and expense a survey endorsement and, if and to the extent available, contiguity, fairway and PUD endorsements. Purchaser may elect to receive an update to the Existing Survey (the "Updated Survey") by notifying Seller of such election in writing prior to November 6, 1997). If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated Survey. Purchaser shall have until the later of November 6, 1997 and the date which is fifteen days after receipt of the Title Commitment and Existing Survey (such date being referred to as the "Title Review Date") for examination of Title Commitment and Existing Survey and the making of any objections thereto, said objections to be made in writing and delivered to Seller on or before the end of the Title Review Date. If Purchaser Buyer shall fail to make any objections on or before timely deliver the Title Review DateObjection Notice, Purchaser Buyer shall be deemed to have accepted all waived such right to object to those title exceptions to or defects disclosed in the Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 and 4, and the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters shall be included in the term "Permitted Exceptions" as used hereindelivered to Buyer. In the event Purchaser elects to receive the Updated Survey, then Purchaser shall have until If Buyer does timely deliver the Title Review Date for examination of the Updated Survey and the making of objections Objection Notice to matters shown thereonSeller, such objections to be made in writing and Seller shall elect, by written notice delivered to Seller on or before the expiration Buyer within ten (10) days following Seller's receipt of the Title Review Date. If Purchaser shall fail Objection Notice (the "Cure Response Period") to make any such objections to the Updated Survey on or before such date, Purchaser shall be deemed to have accepted the form and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptions. If any objections to (i) the Title Commitment or Existing Survey or exceptions to title are made within the Title Review Period, or (ii) the Updated Survey are made before the date specified above, then Seller shall have the right, but not the obligation except as hereafter provided, either elect to cure or satisfy any particular objection(s) at or prior to Closing or not to so cure or satisfy any particular title objection(s) (by removal, endorsement or otherwise) such objections on or before the Closing Date in a manner reasonably acceptable to Purchaser. If the objections are not cured by Seller no later than five (5) days before the scheduled Closing Date, then Purchaser may as its only option, elect to either: (i) waive such objection and consummate the transaction contemplated by this Agreement; or (ii) terminate this Agreement, in which event the Xxxxxxx Money shall be returned to Purchaser and neither party shall have any further obligations to the other party except for the Surviving Obligations"Title Response Notice"). Notwithstanding anything to the contrary contained in this Agreement, Seller, in its sole discretion, shall have the right to adjourn the Closing for a period not to exceed thirty (30) days, in order to undertake to cure or satisfy any particular objection(s) raised by Buyer in the Title Objection Notice, provided, however, that Seller shall notify Buyer, in writing, within three (3) days prior to the scheduled Closing Date, of its election to so adjourn the Closing. To the extent Seller shall fail to deliver the Title Response Notice to Buyer within the Cure Response Period or shall elect not to cure any particular title objection(s) by Closing, then Buyer may elect, by written notice to Seller within the earlier of five (5) Business Days after: (i) the delivery of the Title Response Notice or (ii) the expiration of the Cure Response Period to (a) terminate this Agreement, in which case the Exxxxxx Money shall be returned to Buyer by Escrow Agent and the parties shall have no further rights or obligations hereunder, except for those which expressly survive any such termination, or (b) waive its objections hereunder and proceed with the transaction pursuant to the remaining terms and conditions of this Agreement, without any reduction in the Purchase Price. Seller shall not be required to cure any matter objected to by Buyer; provided, however, that Seller shall be obligated required to remove the Required Removal Items (whether or cause not Buyer has objected to such items in the Title Company Objection Notice) at Closing and any failure to affirmatively insure over discharge any Required Removal Item shall constitute a material default by Seller under this Agreement. If Buyer fails to so give Seller notice of its election within the timeframe required therefor, Buyer shall be deemed to have elected the option contained in a manner reasonably acceptable subpart (b) above; provided that Seller shall be required to Purchaser) remove the Required Removal Items in any event at Closing. If Seller does so cure or satisfy such objections to the satisfaction of Buyer, then this Agreement shall continue in full force and effect. Buyer shall have the right at any time to waive any objections that it may have made and, thereby, to preserve this Agreement in full force and effect. The foregoing procedures for making and responding to objections to title exceptions and survey matters shall also apply with respect to any objections to title exceptions (other than clauses (i) any deeds of trust, mortgages, and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), (ii) any mechanic's or materialmen's liens relating to work done by or on behalf of Seller and (iiiiv) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all of the requirements set forth in definition of Permitted Title Exceptions) which first appear on updates of the Title Commitment received by Buyer after the date of the Title Objection Notice (and Buyer shall promptly provide Seller with copies of any updated Title Commitments and Schedule B - Section 1 items first shown in such updated commitments) or any survey matters that did not exist as of the date of the Title Objection Notice (other than clauses (i), (ii) and (iv) of the definition of Permitted Title Exceptions), except that all such objections must be made on or before the earlier of five (5) Business Days after Buyer’s receipt of an updated Title Commitment at or prior to Survey which discloses such new title exceptions or survey matters or the Closing Date, and all agreements to cure and termination rights relating thereto must be made or exercised, as applicable, on or before the earlier of the time periods provided in the previous paragraph or the Closing Date (subject to Seller's right to adjourn the Closing as hereinabove provided). If, on the Closing Date, there are any liens or encumbrances that Seller elects or is required to discharge under this Agreement, Seller shall have the right (but not the obligation) to either (i) arrange for affirmative title insurance or special endorsements insuring against enforcement of such liens or encumbrances against, or collection of the same out of, the Real Property, with Buyer’s reasonable consent or (ii) use any portion of the Purchase Price to pay and discharge the same at Closing.

Title and Survey. Seller shall4.1 Upon execution and delivery of this Agreement by both parties, at Purchaser shall order (and upon receipt, promptly deliver copies to Seller's sole cost and expense), obtain and deliver to Purchaser for Purchaser's review a commitment for a standard owneran ALTA Owner's policy of title insurance along with a copy of each instrument listed as an exception thereon other than Seller's debt instruments policy on the Real Property from Chicago Title Insurance Company (the "Title CommitmentInsurer") on the Real Property issued by the Title Company. Seller has delivered to Purchaser a copy of the Existing Survey which Purchaser shall reimburse Seller for as provided in Section 4 hereof. During the Due Diligence Period, Seller shall obtain from the Title Company at Seller's sole cost and expense a survey endorsement and, if and to the extent available, contiguity, fairway and PUD endorsements. Purchaser may elect to receive an update to the Existing Survey (the "Updated Survey") by notifying Seller of such election in writing prior to November 6, 1997). If Purchaser so electsrequires a survey of the Real Property, Seller shallit shall obtain same, at Purchaser's sole cost and expensefrom a surveyor reasonably acceptable to Seller, obtain and deliver to Purchaser for Purchaser's review not later than thirty (30) days after the Updated Survey. Effective Date, provided that Purchaser shall have until the later of November 6, 1997 and the date which is fifteen days after receipt not be obligated to use an updated version of the Title Commitment and Existing Survey (such date being referred to as existing survey for the "Title Review Date") for examination of Title Commitment and Existing Survey and the making of any objections thereto, said objections to be made in writing and delivered to Seller on or before Property. No later than the end of the Title Review Date. If Purchaser shall fail to make any objections on or before the Title Review DatePeriod, Purchaser shall be deemed notify Seller in writing of any objection Purchaser may have to have accepted all any exceptions reported in the title report or any matter shown on the survey. At the Closing, Seller shall convey and Purchaser shall accept fee simple title to the Title Commitment shown on Schedule BReal Property, Section II, except for exceptions 1, 2, 3 and 4, and subject only to: (a) the form and substance of matters set forth in Exhibit D attached hereto (the Existing Survey and all matters shown thereon; all such exceptions and matters shall be included in the term "Permitted Exceptions" "); and (b) such other matters as used herein. In the event Purchaser elects to receive the Updated Survey, then Purchaser shall have until the Title Review Date for examination of the Updated Survey and the making of objections to matters shown thereon, such objections to be made in writing and delivered to Seller on or before the expiration of the Title Review Date. If Purchaser shall fail to make any such objections to the Updated Survey on or before such date, Purchaser shall be deemed to have accepted the form and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptions. If any objections to (i) the Title Commitment or Existing Survey or Insurer shall be willing, without special premium, to omit as exceptions to title are made within coverage or to except with insurance against collection out of or enforcement against the Title Review Period, or Real Property and (ii) shall be accepted by the Updated Survey are made before lender which has committed in writing to provide mortgage financing to Purchaser for the date specified above, then Seller shall have purchase of the right, but not Real Property (the obligation except as hereafter provided, to cure (by removal, endorsement or otherwise) such objections on or before the Closing Date in a manner reasonably acceptable to Purchaser"Lender"). If the aggregate cost of removing any objections made by Purchaser to title or survey (the "Title Clearance Costs") plus the Violation Clearance Costs (as hereinafter defined) shall exceed $15,000 , Seller shall not be required to remove such objections if Seller so advises Purchaser in writing within ten (10) business days of Seller's receipt of Purchaser's notice of objections. Notwithstanding the provisions of the foregoing sentence, Seller shall remove all objections relating to (1) real estate taxes, water, and sewer charges to the extent they are not cured for periods prior to the Commencement Date of the Lease (hereinafter defined), and (2) any mortgage placed upon the Real Property by Seller, or to which Seller no later than five (5) days before has taken the scheduled Closing DateReal Property subject and with knowledge. Upon receipt of such notice, then Purchaser may as its only option, elect either to either: (i) waive such objection and consummate the transaction contemplated by this Agreement; or (ii1) terminate this Agreement, in which event the Xxxxxxx Money Deposit shall be returned promptly refunded to Purchaser and neither party shall have any further obligations to the other party except for the Surviving Obligations. Notwithstanding anything to the contrary contained in this Agreement, Seller shall be obligated to remove (or cause reimburse Purchaser for one-half of both the Title Company Insurer's charges and the costs incurred by Purchaser to affirmatively insure over update or obtain a new survey (as the case may be) or (2) close on the purchase of the Property, in a manner reasonably acceptable to Purchaser) (i) any deeds of trust, mortgages, and related loan documents securing any financing obtained which event the Purchase Price shall be reduced by Seller, including, without limitation, the existing loan with Continental Bank, N.A. $15,000 (the "Existing LoanTitle Clearance Credit"). If Seller elects to terminate this Agreement as provided above, (ii) any mechanicthis Agreement shall terminate upon Purchaser's or materialmen's liens relating to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all receipt of the requirements set forth in Schedule B - Section 1 of the Commitment at or prior to the Closing DateDeposit and such reimbursement.

Title and Survey. Seller shall, at Seller's sole cost and expense, obtain and deliver to Sellers have arranged with Fidelity National Title Insurance Company of New York (the "Title Company') for the issuance of title commitments by the Title Company for the benefit of Purchaser for Purchaser's review each of the Properties. In any event, Purchaser shall obtain (i) a complete updated ALTA title commitment with such endorsements as Purchaser may elect for a standard owner's policy each of the Properties dated no earlier than the date of this Agreement with respect to each of the Properties (with copies of all instruments listed as exceptions to title) from the Title Company or one or more nationally recognized title insurance along with companies (each a copy of each instrument listed as an exception thereon other than Seller's debt instruments (the "Title Commitment") on the Real Property issued by the Title Company. Seller has delivered to Purchaser a copy of the Existing Survey which Purchaser shall reimburse Seller for as provided in Section 4 hereof. During the Due Diligence Period, Seller shall obtain from the Title Company at Seller's sole cost and expense a survey endorsement and, if and to the extent available, contiguity, fairway and PUD endorsements. Purchaser may elect to receive an update to the Existing Survey (the "Updated Survey") by notifying Seller of such election in writing prior to November 6, 1997. If Purchaser so elects, Seller shall, at Purchaser's sole cost and expenseoption, obtain and deliver to Purchaser for Purchaser's review the Updated (ii) an ALTA "as-built" instrument survey of each Property (each a "Survey"). Purchaser shall have until the later end of November 6, 1997 and the date which is fifteen days after receipt Inspection Period to examine all of the Title Commitment Commitments and Existing Survey (such date being referred Surveys. If Purchaser objects to as the "Title Review Date") for examination of any matters disclosed or which should have been disclosed in any Title Commitment and Existing Survey and the making of any objections theretoor Survey, said objections to be made in writing and delivered to Seller on or before Purchaser shall by the end of the Inspection Period send one written notice to Sellers (the "Adverse Matters Notice") specifying all objectionable title and survey matters (any such objectionable title or survey matter, a "Title Review DateObjection"). If Purchaser shall fail to make any objections on All title or before survey matters existing as of the date of this Agreement (whether or not disclosed in the Title Review Date, Commitments or Surveys) not objected to in writing by Purchaser in the Adverse Matters Notice to Sellers by the conclusion of the Inspection Period shall be deemed to be "Permitted Encumbrances". Sellers shall be obligated to cure any Title Objection or Title Objections which constitute liens voluntarily created by Sellers to secure the payment of money (other than liens evidencing or securing the Assumed Debt, New England Portfolio which liens shall be deemed Permitted Encumbrances. With respect to all other Title Objections, subject to Sellers' rights set forth below, Sellers shall use reasonable efforts to cure such other Title Objections; provided that in no event shall Sellers be obligated to expend more than Fifty Thousand Dollars ($50,000) in the aggregate to cure such other Title Objections with respect to any one Property or Five Hundred Thousand Dollars ($500,000) in the aggregate to cure such other Title Objections with respect to all of the Properties. Notwithstanding the foregoing, with respect to any Title Objections which Sellers are not obligated to cure as provided above and are not reasonably susceptible to cure by the payment of money or are not reasonably susceptible to cure through the expenditure of money within the dollar limits specified in the immediately preceding sentence, Sellers may notify Purchaser in writing within five (5) Business Days after the expiration of the Inspection Period (the "Title Response") that Sellers do not intend to attempt to cure such Title Objections. In such event, Seller shall have accepted all exceptions no obligation to cure the Title Commitment shown on Schedule BObjections described in the Title Response and Purchaser shall have three (3) Business Days after receipt of a Title Response to notify Seller that Purchaser elects to waive such Title Objections. If Purchaser duly elects to waive such Title Objections, Section II, except for exceptions 1, 2, 3 and 4, and the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters Title Objections shall be included in the term "deemed Permitted Exceptions" as used hereinEncumbrances. In the event Purchaser elects fails to receive the Updated Survey, then Purchaser shall have until waive all Title Objections described in the Title Review Date for examination Response, this Agreement shall terminate whereupon the Deposit shall be refunded to Purchaser and all obligations of the Updated Survey parties hereto shall cease and this Agreement shall be void and without recourse to the making parties (except those provisions which are expressly intended to survive such termination). Title to the Properties shall be delivered at Closing free and clear of objections all encumbrances, including without limitation, all existing mortgages (other than liens evidencing or securing the Assumed Debt, which liens shall be deemed Permitted Encumbrances), except the Permitted Encumbrances and except as provided in Section 7.1 hereof. Purchaser's failure to matters shown thereon, such objections deliver an Adverse Matters Notice to be made in writing and delivered to Seller Sellers on or before the expiration of the Title Review Date. If Purchaser shall fail to make any such objections to the Updated Survey on or before such date, Purchaser Inspection Period shall be deemed to have accepted the form and substance conclusively as Purchaser's confirmation of the Updated Survey and all matters shown thereon; all such exceptions and matters absence of any Title Objections respecting the Properties. Sellers' failure to deliver a Title Response with respect to any Title Objections to Purchaser within the time period set forth above shall be included as Permitted Exceptions. If any objections deemed Sellers' election to (i) the Title Commitment or Existing Survey or exceptions to title are made within the Title Review Period, or (ii) the Updated Survey are made before the date specified above, then Seller shall have the right, but not the obligation except as hereafter provided, use reasonable efforts to cure (by removal, endorsement or otherwise) such objections on or before the Closing Date in a manner reasonably acceptable to Purchaser. If the objections are not cured by Seller no later than five (5) days before the scheduled Closing Date, then Purchaser may as its only option, elect to either: (i) waive such objection and consummate the transaction contemplated by this Agreement; or (ii) terminate this AgreementTitle Objections, in which event the Xxxxxxx Money shall be returned to Purchaser and neither party shall have any further obligations each case subject to the other party except for the Surviving Obligations. Notwithstanding anything to the contrary contained in this Agreement, Seller shall be obligated to remove (or cause the Title Company to affirmatively insure over in a manner reasonably acceptable to Purchaser) (i) any deeds of trust, mortgages, and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), (ii) any mechanic's or materialmen's liens relating to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all of the requirements dollar limitations set forth in Schedule B - Section 1 herein and the terms of the Commitment at or prior to the Closing DateArticle 11.

Title and Survey. 6.1. Seller shallshall convey and Buyer shall accept, at subject to the right of Buyer to review and approve all title matters, documents and plats of record in regard to the condition of title to the Property, title such as the Title Company will be willing to approve and insure subject only to Permitted Exceptions as provided for in this Agreement. Buyer acknowledges that it has heretofore received copies of Seller's existing title insurance policy for the Real Estate (the "Existing Title Policy") and of Seller's existing survey of the Real Estate (the "Existing Survey"). Promptly following the execution of this Agreement, Buyer may (if it so elects) obtain (at Buyer's sole cost expense) updates of the Existing Survey to the certification standards described upon the Surveyor's certification attached hereto as Exhibit 13 and made a part hereof (such updated survey hereinafter referred to as the "Updated Survey"); if Buyer does obtain such an Updated Survey, Buyer shall cause it to be certified to Seller and Buyer shall promptly furnish Seller and the Title Company with a copy thereof. Promptly following the execution of this Agreement, Buyer shall also (at Buyer's sole expense, ) obtain and deliver to Purchaser for Purchaser's review a commitment for a standard owner's policy of title insurance along with a copy of each instrument listed as an exception thereon other than Seller's debt instruments ALTA Form B Fee Title Insurance (the "Title Commitment") on the Real Property issued by ); and Buyer shall promptly cause the Title CompanyCompany to furnish Seller with true accurate and complete copies thereof (including true, accurate and complete copies of all underlying title exception documents referenced therein). Seller has delivered to Purchaser a copy Not later than the expiration of the Existing Survey which Purchaser shall reimburse Seller for as provided in Section 4 hereof. During the Due Diligence Period, Buyer shall give Seller shall obtain from the Title Company at Sellerwritten notice ("Buyer's sole cost and expense a survey endorsement and, if and to the extent available, contiguity, fairway and PUD endorsements. Purchaser may elect to receive an update to the Existing Title/Survey (the "Updated SurveyNotice") by notifying Seller of such election any title exceptions which are contained in writing prior to November 6, 1997. If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated Survey. Purchaser shall have until the later of November 6, 1997 and the date which is fifteen days after receipt of the Title Commitment and Existing and/or the Survey which are not Permitted Exceptions. Failure by Buyer to give Buyer's Title/Survey Notice (such date being referred or to as object to any matter referenced in the "Title Review Date"Commitment) for examination of Title Commitment and Existing Survey and the making of any objections thereto, said objections to be made in writing and delivered to Seller on or before the end said date shall constitute Buyer's final and irrevocable approval of the Title Review Datecondition of title (and to any such unobjected to matter) in and to the Real Estate. If Purchaser shall fail to make any objections on or before the Title Review Date, Purchaser Buyer's Title/Survey Notice shall be deemed timely given Seller shall have a period of fifteen (15) days following Seller's receipt of Buyer's Title/Survey Notice, to commence to remove, correct, cure or satisfy (provided Seller does in fact elect to so remove, correct, cure or satisfy) any title exceptions that were identified in Buyer's Title/Survey Notice as not being Permitted Exceptions, it being nevertheless agreed that Seller shall have accepted all exceptions no obligation to undertake any action or to incur any expense in order to effectuate any such removal, correction, cure or satisfaction (except that notwithstanding the Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 and 4, and the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters foregoing Seller shall be included required to remove or discharge any fee mortgages or deeds of trust, as well as any other liens in the term "Permitted Exceptions" as used hereinan ascertainable dollar amount ). In the event Purchaser that Seller elects not to receive attempt to remove, correct, cure or satisfy the Updated Surveymatters raised in Buyer's Title/Survey Notice, then Purchaser shall have until or if having elected to do so, does not within thirty (30) days thereafter, (or such additional time as is reasonably necessary (not to exceed an additional fifteen (15) days without Buyer's written consent) to remove, correct, cure or satisfy the Title Review Date for examination of the Updated Survey and the making of objections to matters shown thereon, such objections to be made in writing and delivered to Seller on or before the expiration of the Title Review Date. If Purchaser shall fail to make matter(s) so raised using commercially reasonable good faith efforts) effectuate any such objections to the Updated Survey on removal, correction, cure or before such datesatisfaction as aforesaid (hereinafter called "title correction"), Purchaser shall be deemed to have accepted the form and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptions. If any objections to (i) the Title Commitment or Existing Survey or exceptions to title are made within the Title Review Period, or (ii) the Updated Survey are made before the date specified above, then Seller Buyer shall have the right, but not the obligation except as hereafter provided, right at its sole option either (a) to cure (by removal, endorsement or otherwise) such objections on or before the Closing Date in a manner reasonably acceptable to Purchaser. If the objections are not cured by Seller no later than five (5) days before the scheduled Closing Date, then Purchaser may as its only option, elect to either: (i) waive such objection and consummate the transaction contemplated by this Agreement; or (ii) terminate this Agreement, in which event the Xxxxxxx Money Deposit shall be returned to Purchaser Buyer and neither party shall thereafter have any further obligations liability hereunder, or (b) to accept such title as is disclosed by the Title Commitment and/or Survey without title correction and without Survey correction and without any reduction to the other party except for Purchase Price, thereby waiving any rights against Seller with respect thereto. Said election shall be made by Buyer within three (3) days following Buyer's receipt of written notification by Seller that Seller has not effectuated (or has elected not to effectuate) title correction. In the Surviving Obligationsevent that Seller (even though under no duty to do so) shall undertake title correction and/or Survey correction as aforesaid, and shall be successful, this Agreement shall continue in full force and effect and Buyer shall close the transaction contemplated hereby in accordance with the terms hereof. Notwithstanding anything to In the contrary contained in this Agreement, event that Seller shall only be obligated partially successful in obtaining title and/or Survey correction, Buyer shall have the same alternative rights as Buyer would have in the event Seller had declined to remove seek title and/or Survey correction (or cause the Title Company as set forth above). Buyer shall make its election within three (3) days after Buyer's receipt of written notice from Seller to affirmatively insure over in a manner reasonably acceptable to Purchaser) (i) any deeds of trust, mortgages, and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), (ii) any mechanic's or materialmen's liens relating to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all Buyer of the requirements set forth in Schedule B - Section 1 of extent to which title and/or the Commitment at or prior to the Closing DateSurvey has been corrected.

Title and Survey. Seller shallDuring the Due Diligence Period, Purchaser shall obtain, at SellerPurchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review (a) a commitment for a standard an ALTA owner's policy of title insurance along with a copy of each instrument listed as an exception thereon other than Seller's debt instruments (the "Title Commitment") on the Real Property issued by the Title Company. Seller has delivered to Purchaser , (b) a copy survey of the Existing Survey which Purchaser shall reimburse Seller for as provided in Section 4 hereof. During the Due Diligence Period, Seller shall obtain from the Title Company at Seller's sole cost and expense a survey endorsement and, if and to the extent available, contiguity, fairway and PUD endorsements. Purchaser may elect to receive an update to the Existing Survey Real Property (the "Updated Survey"), and (c) by notifying Seller of the UCC Search and such election in writing prior to November 6, 1997. If other searches as Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review deems appropriate (the Updated Survey"Searches"). Purchaser shall have until 5:00 P.M. (Central Time) on the later of November 6, 1997 and the date which is fifteen days after receipt of the Title Commitment and Existing Survey Second Due Diligence Expiration Date (such date being referred to as the "Title Review Date") for examination of the Title Commitment and Existing Survey Commitment, the Survey, and the making results of its Searches, and to make any objections thereto, said . Purchaser's objections to shall be made in writing and delivered to Seller on or before the end of 5:00 P.M. (Central Time) on the Title Review Date. If Purchaser shall fail fails to make any objections on or before the Title Review Dateaforementioned time and date, Purchaser shall be deemed to have accepted all of the exceptions to set forth on Exhibit "D" and those contained in the Title Commitment shown on Schedule BCommitment, Section II, except for exceptions 1, 2, 3 and 4, and the form and substance of the Existing Survey (except as set forth above) and all matters shown thereon, and all matters disclosed pursuant to the Searches; all such exceptions and matters and any exceptions or matters caused by or through Purchaser shall be included in the term "Permitted Exceptions" as used hereinin this Agreement. In the event Purchaser elects to receive the Updated Survey, then Purchaser shall have until deliver to Seller copies of the Title Review Date for examination of Commitment, the Updated Survey and the making of objections to matters shown thereon, such objections to be made in writing and delivered to Seller on or before the expiration of the Title Review Date. If Purchaser shall fail to make any such objections to the Updated Survey on or before such date, Purchaser shall be deemed to have accepted the form and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted ExceptionsSearches promptly after receipt. If any objections to (i) the Title Commitment Commitment, the Survey, or Existing Survey or exceptions to title the results of the Searches are made within properly on or before 5:00 P.M. (Central Time) on the Title Review PeriodDate (or ten (10) days thereafter, or (ii) if the Updated Survey are made before has not been received by the date specified aboveTitle Review Date), then Seller shall have the right, but not the obligation (except as hereafter providedfor the matters described in the last sentence of this Section 4.09), to (w) cure (by removal, endorsement over, or otherwise) such objections on or before the Closing Date (provided that any cure which does not result in a manner reasonably acceptable the removal of such objection from the Title Policy shall be subject to the reasonable approval of Purchaser) or (x) terminate this Agreement by giving notice to Purchaser within ten (10) days after receipt of Purchaser's objections. If the no such notice from Seller concerning such election is received by Purchaser by such date, then Seller shall be deemed to have elected to not cure any such objections. If Seller elects (or is deemed to have elected) not to cure any such objections, or if Seller is unable to cure any such objections are not cured by Seller no later than five (5) days before the scheduled Closing Date, then Purchaser may as its only option, elect to either: (iy) waive such objection objection(s) and consummate the transaction contemplated by this Agreement; Agreement without adjustment to the Purchase Price or (iiz) terminate this Agreement, in which event the Xxxxxxx Money shall be returned to Purchaser and neither party shall have any further obligations to the other party except for the Surviving Obligationsparty. Notwithstanding anything to the contrary contained in this Agreementforegoing, Seller shall be obligated to remove (or cause the Title Company Existing Mortgage to affirmatively insure over in a manner reasonably acceptable be released from the Property at Closing and to Purchaserremove any exceptions to title (which shall not be deemed to include violations of Legal Requirements or notices of such violations) which arose since the date of the Commitment but prior to Closing (i) any deeds of trust, mortgages, and related loan documents securing any financing obtained which were voluntarily created by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), Seller or (ii) any mechanic's or materialmen's which are liens relating (in addition to work done the Existing Mortgage) which can be removed by or on behalf the payment of a liquidated sum of money, not to exceed $1,000,000 in the aggregate. Immediately after the First Due Diligence Expiration Date, provided this Agreement has not been terminated, Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all shall notify the holder of the requirements set forth in Schedule B - Section 1 Existing Mortgage (or the holder's servicer) of its desire to prepay a portion of the Commitment loan secured by the Existing Mortgage in order to effectuate the release of the Existing Mortgage from the Property at or prior to the Closing DateClosing.

Title and Survey. Seller shallBuyer shall have received an owner's title insurance commitment acceptable to it, at Buyer's expense and dated within 10 days of this Agreement insuring that upon the Closing Buyer will own good and marketable fee simple title to the Real Property, free and clear of all Liens other than Permitted Encumbrances. Within 5 days following the execution and delivery of this Agreement, Seller shall deliver to Buyer copies of all title policies and surveys with respect to the Real Property which are in its possession. Seller, at Buyer's sole cost and expense, obtain and shall promptly order an examination of title to the Real Property from a title company licensed to do business in Ohio, which title report shall be delivered to Buyer within ten (10) days of this Agreement. Buyer shall deliver to Purchaser for Purchaser's review a commitment for a standard owner's policy of title insurance along with Seller a copy of each instrument listed as an exception thereon other than Seller's debt instruments (the "Title Commitment") on the Real Property issued by the Title Company. Seller has delivered to Purchaser such report together with a copy of the Existing Survey which Purchaser shall reimburse Seller for as provided in Section 4 hereof. During the Due Diligence Periodwritten statement identifying any defects, Seller shall obtain from the Title Company at Seller's sole cost and expense a survey endorsement and, if and to the extent available, contiguity, fairway and PUD endorsements. Purchaser may elect to receive an update to the Existing Survey (the "Updated Survey") by notifying Seller of such election in writing prior to November 6, 1997. If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated Survey. Purchaser shall have until the later of November 6, 1997 and the date which is fifteen days after receipt of the Title Commitment and Existing Survey (such date being referred to as the "Title Review Date") for examination of Title Commitment and Existing Survey and the making of any objections thereto, said encumbrances or objections to be made in writing and delivered to Seller on or before the end of the Title Review Datetitle. If Purchaser shall fail to make any objections on or before the Title Review Date, Purchaser shall be deemed to have accepted all exceptions to the Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 and 4, and the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters shall be included in the term "Permitted Exceptions" as used herein. In the event Purchaser elects to receive the Updated Survey, then Purchaser shall have until the Title Review Date for examination of the Updated Survey and the making of objections to matters shown thereon, such objections to be made in writing and delivered to Seller on or before the expiration of the Title Review Date. If Purchaser shall fail to make any such objections to the Updated Survey on or before such date, Purchaser shall be deemed to have accepted the form and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptions. If any objections to (i) the Title Commitment or Existing Survey or exceptions to title are made within the Title Review Period, or (ii) the Updated Survey are made before the date specified above, then Seller shall have 10 days from its receipt of such statement to remove such defects, encumbrances or objections to title, provided that all mortgages, liens, judgments or defects representing security for the rightpayment of monetary obligations except those assumed by Buyer shall be paid or satisfied by Seller at or prior to the Closing. If Seller shall fail, but not the obligation except as hereafter providedor is unable, to cure (by removalremove any of such defects, endorsement encumbrances or otherwise) such objections on or before the Closing Date in a manner reasonably acceptable to Purchaser. If the objections are not cured by Seller no later than five (5) days before the scheduled Closing Datetitle, then Purchaser may as Buyer may, at its only option, elect to either: either (i) waive such objection defects, encumbrances or objections to title and consummate the transaction contemplated by this Agreement; proceed to Closing or (ii) terminate this Agreement, in which event the Xxxxxxx Money shall be returned to Purchaser and whereupon neither party shall have any further obligations to the other party except for the Surviving Obligations. Notwithstanding anything to the contrary contained in this Agreement, Seller shall be obligated to remove (liability or cause the Title Company to affirmatively insure over in a manner reasonably acceptable to Purchaser) (i) any deeds of trust, mortgages, and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), (ii) any mechanic's or materialmen's liens relating to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all of the requirements set forth in Schedule B - Section 1 of the Commitment at or prior to the Closing Dateobligation hereunder.

Title and Survey. Seller shall, at has delivered to Purchaser copies of the existing survey of the Land and Improvements in Seller’s possession or control (the "Survey"). Purchaser has obtained with respect to the Property a current (meaning bearing an issue date not earlier than thirty (30) days prior to the Effective Date) title commitment for the issuance of a standard ALTA Leasehold Owner’s Title Insurance Policy with respect to Seller's sole cost interest in the Master Lease, the Land, appurtenances and expense, obtain and deliver to Purchaser for Purchaser's review a commitment for a standard owner's policy of title insurance along with a copy of each instrument listed as an exception thereon other than Seller's debt instruments Improvements (the "Title Commitment") on the Real Property issued by the Title Company. Seller ), and Purchaser has delivered to Purchaser a copy of the Existing Survey which Purchaser shall reimburse Seller for as provided in Section 4 hereof. During the Due Diligence Period, Seller shall obtain from or caused the Title Company at Seller's sole cost and expense a survey endorsement and, if and to the extent available, contiguity, fairway and PUD endorsements. Purchaser may elect to receive an update to the Existing Survey (the "Updated Survey") by notifying provide Seller of such election in writing prior to November 6, 1997. If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated Survey. Purchaser shall have until the later of November 6, 1997 and the date which is fifteen days after receipt copies of the Title Commitment and Existing Survey (such date being copies of all documents and instruments referred to as exceptions to title in the Title Commitment. The Title Commitment is in an amount equal to the Purchase Price. Purchaser has provided written notice dated July 23, 2013 to Seller of matters shown by the Title Commitment or Survey which are not satisfactory to Purchaser (the "Title Review DateNotice") for examination ). Seller shall have until the Closing Date to elect to cure or not to cure any title objections to the satisfaction of Title Commitment and Existing Survey the Purchaser. If Seller elects not to cure such objections, Purchaser may terminate this Agreement in its sole discretion and the making of any objections thereto, said Title Company shall refund the Deposit to Purchaser. If the Seller elects to cure such title objections to be made in writing and delivered to Seller on or before the end satisfaction of the Title Review Date. If Purchaser Purchaser, then the parties shall fail then have until the Closing Date to make such arrangements or take such steps as they shall mutually agree to satisfy Purchaser's objection(s) ; provided, however, except as otherwise provided herein, Seller shall have no obligation whatsoever to expend or agree to expend any objections on funds, to undertake or before the Title Review Dateagree to undertake any obligations or otherwise to cure or agree to cure any title or survey objections, Purchaser and Seller shall not be deemed to have accepted any obligation to cure unless Seller expressly undertakes such an obligation by a written notice to or written agreement with Purchaser given or enter into on or prior to the Approval Date and which recites that it is in response to a Title Notice. Notwithstanding the foregoing, all exceptions to title shown on the Title Commitment or otherwise arising prior to Closing which evidence (i) mortgages or deeds of trust encumbering Seller’s fee interest in the Property; (ii) judgment liens evidencing non-appealable judgments rendered against Seller and encumbering Seller’s fee interest in the Property; or (iii) mechanic’s or materialmen’s liens encumbering Seller’s fee interest in the Property and arising from any work performed or materials furnished for or on behalf of Seller (items i, ii, and iii above collectively referred to as “Lien Exceptions”), shall, in each instance, be deemed objected to without any notice by Purchaser and cured by Seller (which, in the case of a mechanic’s or materialmen’s lien shall include, at Seller’s option, bonding around or insuring-over the mechanic’s or materialmen’s lien) at or prior to Closing. Except as otherwise provided with respect to Lien Exceptions, Purchaser's sole right with respect to the Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 and 4, and the form and substance of the Existing or Survey and all to matters shown thereon; all such exceptions and matters to which it objected in its Title Notice shall be included in the term "Permitted Exceptions" as used herein. In the event Purchaser elects to receive the Updated Survey, then Purchaser shall have until the Title Review Date for examination of the Updated Survey and the making of objections to matters shown thereon, such objections to be made in writing and delivered to Seller on or before the expiration of the Title Review Date. If Purchaser shall fail to make any such objections to the Updated Survey on or before such date, Purchaser shall be deemed to have accepted the form and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptions. If any objections to (i) the Title Commitment or Existing Survey or exceptions to title are made within the Title Review Period, or (ii) the Updated Survey are made before the date specified above, then Seller shall have the right, but not the obligation except as hereafter provided, to cure (by removal, endorsement or otherwise) such objections elect on or before the Closing Date in a manner reasonably acceptable to Purchaser. If the objections are not cured by Seller no later than five (5) days before the scheduled Closing Date, then Purchaser may as its only option, elect to either: (i) waive such objection and consummate the transaction contemplated by this Agreement; or (ii) terminate this Agreement. All matters shown on the Title Commitment and/or Survey with respect to which Purchaser failed to give a Title Notice, in or with respect to which event the Xxxxxxx Money a timely Title Notice is given but Seller fails to undertake an express obligation to cure as provided above, shall be returned deemed to be approved by Purchaser and neither party shall have any further obligations "Permitted Encumbrances" as provided in Section 3.4 hereof, subject, however, to the other party except for the Surviving Obligations. Notwithstanding anything to the contrary contained Purchaser's termination right provided in this Agreement, Seller shall be obligated to remove (or cause the Title Company to affirmatively insure over in a manner reasonably acceptable to Purchaser) (i) any deeds of trust, mortgages, and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), (ii) any mechanic's or materialmen's liens relating to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all of the requirements set forth in Schedule B - Section 1 of the Commitment at or prior to the Closing Date3.2.

Title and Survey. Seller shallOn or before ten (10) business days after the Effective Date, at Seller's sole cost and expense, Purchaser shall obtain and deliver to Purchaser for Purchaser's review through Escrow Agent (hereinafter sometimes called “Title Company”) a commitment for a standard (herein referred to as the “Title Commitment”) to issue to Purchaser, upon the recording of the Deed (as hereinafter defined), the payment of the Purchase Price, and the payment to the Title Company of the policy premium therefor, an owner's ’s policy of title insurance along insurance, in the amount of the Purchase Price, insuring good and marketable record title to the Property to be in Purchaser subject only to the Permitted Exceptions (as hereinafter defined), with a copy affirmative coverage over any mechanic’s, materialman’s and subcontractor’s liens and with full extended coverage over all general exceptions, and containing the following endorsements: zoning (including affirmative coverage against any violations of each instrument listed as recorded covenants and restrictions), survey, and access. Such Title Commitment shall not contain any exception for rights of parties in possession other than an exception thereon other than Seller's debt instruments (for the "Title Commitment") on right of the Real Property issued by Tenant under the Title CompanyLease. Seller has delivered to Purchaser a copy of that certain ALTA/ACSM Land Title Survey of Xxx 0, Xxxxxx Xxxxxx Xxxxxxxxx Xxxxxx, prepared by Wood/Xxxxx Civil Engineers, dated July 16, 2001 (the Existing Survey which Purchaser shall reimburse Seller for as provided in Section 4 hereof“As-Built Survey”). During Not less than ten (10) days prior to the Due Diligence expiration of the Inspection Period, Seller shall obtain from deliver to Purchaser an updated As-Built Survey certified to Purchaser and to the Title Company at Seller's sole cost and expense a survey endorsement and, if updated to reference the Title Commitment and to show any additional items reflected in the extent available, contiguity, fairway and PUD endorsements. Purchaser may elect to receive an update to Title Commitment which are not presently shown on the Existing Survey (the "Updated Survey") by notifying Seller of such election in writing prior to November 6, 1997. If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated As-Built Survey. Purchaser shall have until the later of November 6Purchaser, 1997 and the date which is fifteen days after upon receipt of the Title Commitment and Existing Survey (such date being the copies of the documents and instruments referred to as the "Title Review Date") for examination of Title Commitment and Existing Survey therein and the making of any objections thereto, said objections to be made in writing recertified and delivered to Seller on or before the end of the Title Review Date. If Purchaser shall fail to make any objections on or before the Title Review Date, Purchaser shall be deemed to have accepted all exceptions to the Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 and 4, and the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters shall be included in the term "Permitted Exceptions" as used herein. In the event Purchaser elects to receive the Updated updated As-built Survey, shall then Purchaser shall have until the Title Review Date for examination of the Updated Survey and the making of objections to matters shown thereon, such objections to be made in writing and delivered to Seller on or before ten (10) days (but not later than the expiration of the Title Review Date. If Inspection Period) during which to examine the same, after which Purchaser shall fail to make notify Seller of any such defects or objections affecting the title to the Updated Survey on or before such date, Purchaser shall be deemed to have accepted the form and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted ExceptionsProperty. If any objections to (i) the Title Commitment or Existing Survey or exceptions to title are made within the Title Review Period, or (ii) the Updated Survey are made before the date specified above, then Seller shall then have until the right, but not the obligation except as hereafter provided, Closing to cure (by removal, endorsement or otherwise) such defects and objections on or before the Closing Date in a manner reasonably acceptable to Purchaser. If the objections are not cured by Seller no later than five (5) days before the scheduled Closing Date, then Purchaser may as its only option, elect to either: (i) waive such objection and consummate the transaction contemplated by this Agreement; or (ii) terminate this Agreementshall, in which event the Xxxxxxx Money shall be returned good faith, exercise reasonable diligence to Purchaser cure such defects and neither party shall have any further obligations to the other party except for the Surviving Obligations. Notwithstanding anything to the contrary contained in this Agreement, Seller shall be obligated to remove (or cause the Title Company to affirmatively insure over in a manner reasonably acceptable to Purchaser) (i) any deeds of trust, mortgages, and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), (ii) any mechanic's or materialmen's liens relating to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all of the requirements set forth in Schedule B - Section 1 of the Commitment at or prior to the Closing Dateobjections.

Title and Survey. Within two (2) business days after the date of this Agreement, Seller shall, at Seller's sole cost and expense, obtain and deliver shall cause to Purchaser for Purchaser's review a commitment for a standard owner's policy of title insurance along with a copy of each instrument listed as an exception thereon other than Seller's debt instruments (the "Title Commitment") on the Real Property issued by the Title Company. Seller has be delivered to Purchaser a copy of preliminary title report for title insurance on the Existing Survey which Purchaser shall reimburse Seller for as provided TIC Interest or the TIC Interest in Section 4 hereof. During the Due Diligence PeriodLand, Seller shall obtain from the issued by Title Company at Seller's sole cost and expense a survey endorsement and("Title Report"), if and together with copies of all items shown as exceptions to the extent available, contiguity, fairway and PUD endorsements. Purchaser may elect to receive an update to the Existing Survey (the "Updated Survey") by notifying Seller of such election in writing prior to November 6, 1997. If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated Surveytitle therein. Purchaser shall have until the later of November 6, 1997 and date that is ten (10) days prior to the date which is fifteen days after receipt of the Title Commitment and Existing Survey Approval Date (such date being referred to as the "Title Review Interim Date") for examination to provide written notice to Seller of any matters shown by the Title Commitment and Existing Survey Report which are not satisfactory to Purchaser, which notice ("Title Notice") must specify the reason such matter(s) are not satisfactory and the making of curative steps necessary to remove the basis for Purchaser's disapproval. The parties shall then have until the Approval Date specified in Section 3.7 to make such arrangements or take such steps as they shall mutually agree to satisfy Purchaser's objection(s); provided, however, that Seller shall have no obligation whatsoever to expend or agree to expend any objections theretofunds, said objections to undertake or agree to undertake any obligations or otherwise to cure or agree to cure any title objections, and Seller shall not be made deemed to have any obligation to cure unless Seller expressly undertakes such an obligation by a written notice to or written agreement with Purchaser given or entered into on or prior to the Approval Date and which recites that it is in writing and delivered response to Seller a Title Notice. Purchaser's sole right with respect to any Title Report matter to which it objects in a Title Notice given in a timely manner shall be to elect on or before the end of Approval Date to terminate this Agreement pursuant to Section 3.6 hereof. All matters shown in the Title Review Date. If Report with respect to which Purchaser shall fail fails to make any objections give a Title Notice on or before the last date for so doing, or with respect to which a timely Title Review DateNotice is given but Seller fails to undertake an express obligation to cure as provided above, Purchaser shall be deemed to have accepted all exceptions to the Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 and 4, and the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters shall be included in the term approved by Purchaser as "Permitted ExceptionsEncumbrances" as used herein. In the event Purchaser elects to receive the Updated Surveyprovided in Section 3.4 hereof, then Purchaser shall have until the Title Review Date for examination of the Updated Survey and the making of objections to matters shown thereonsubject, such objections to be made in writing and delivered to Seller on or before the expiration of the Title Review Date. If Purchaser shall fail to make any such objections to the Updated Survey on or before such date, Purchaser shall be deemed to have accepted the form and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptions. If any objections to (i) the Title Commitment or Existing Survey or exceptions to title are made within the Title Review Period, or (ii) the Updated Survey are made before the date specified above, then Seller shall have the right, but not the obligation except as hereafter providedhowever, to cure (by removal, endorsement or otherwise) such objections on or before the Closing Date Purchaser's termination right provided in a manner reasonably acceptable to Purchaser. If the objections are not cured by Seller no later than five (5) days before the scheduled Closing Date, then Purchaser may as its only option, elect to either: (i) waive such objection and consummate the transaction contemplated by this Agreement; or (ii) terminate this Agreement, in which event the Xxxxxxx Money shall be returned to Purchaser and neither party shall have any further obligations to the other party except for the Surviving Obligations. Notwithstanding anything to the contrary contained in this Agreement, Seller shall be obligated to remove (or cause the Title Company to affirmatively insure over in a manner reasonably acceptable to Purchaser) (i) any deeds of trust, mortgages, and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), (ii) any mechanic's or materialmen's liens relating to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all of the requirements set forth in Schedule B - Section 1 of the Commitment at or prior to the Closing Date3.7 hereof.

Title and Survey. Seller shallshall convey good, recordable and marketable title to the Property insurable at Seller's sole cost and standard rates for standard coverage. Purchaser shall obtain at its expense, obtain and deliver to Purchaser for Purchaser's review a commitment for a standard owner's policy Seller prior to the expiration of title insurance along with a copy of each instrument listed as an exception thereon other than Seller's debt instruments (the "Title Commitment") on the Real Property issued by the Title Company. Seller has delivered to Purchaser a copy of the Existing Survey which Purchaser shall reimburse Seller for as provided in Section 4 hereof. During the Due Diligence Period, Seller shall obtain from a commitment for an ALTA owner’s title insurance policy (“Title Commitment”) issued by the Title Company at Seller's sole cost and expense a along with Purchaser’s written objections (“Purchaser’s Title Objection Letter”), which may be electronic, to survey endorsement and, if and to matters and/or matters shown in the extent available, contiguity, fairway and PUD endorsements. Purchaser may elect to receive an update to the Existing Survey (the "Updated Survey") by notifying Seller of such election in writing prior to November 6, 1997Title Commitment. If Purchaser so elects, Seller shall, at does not timely provide Purchaser's sole cost and expense, obtain and deliver ’s Title Objection Letter to Purchaser for Purchaser's review the Updated Survey. Purchaser shall have until the later of November 6, 1997 and the date which is fifteen days after receipt of the Title Commitment and Existing Survey (such date being referred to as the "Title Review Date") for examination of Title Commitment and Existing Survey and the making of any objections thereto, said objections to be made in writing and delivered to Seller on or before the end of the Title Review Date. If Purchaser shall fail to make any objections on or before the Title Review DateSeller, Purchaser shall be deemed to have accepted waived all objections to any title exceptions and survey defects set forth in the Title Commitment. Seller shall have no obligation to take any action with respect to Purchaser’s objections to any survey or the Title Commitment shown on Schedule B(if any), Section IIother than to remove of record at or prior to Closing any items which may be removed by payment of funds at the Closing, except for exceptions 1such as deeds of trust, 2mortgages, 3 unpaid taxes and 4, and other monetary liens granted by Seller or recorded in the form and substance chain of title against the Existing Survey Property as well and all matters shown thereon; all such exceptions mechanic’s and matters materialmen’s liens filed in connection with work performed by or on behalf of Seller, (collectively, “Monetary Liens”). Within five (5) Business Days after Seller’s receipt of Purchaser’s Title Objection Letter, Seller shall respond to Purchaser in writing, which may be included in electronic (“Seller’s Title Response”), setting forth which items Seller may elect to remove or release prior to the term "Permitted Exceptions" as used hereinClosing Date. In the event Purchaser elects that a title defect that Seller has elected to receive cure cannot reasonably be removed or released prior to the Updated SurveyClosing Date, then Purchaser Seller may extend the Closing Date as reasonably necessary to provide sufficient time to effectuate such cure. The failure by Seller to deliver any written notification of its election within the specified period shall have until the Title Review Date for examination of the Updated Survey and the making of objections be deemed as Seller’s election not to matters shown thereon, cause any such objections to be made in writing and delivered released or removed. Within five (5) Business Days after Purchaser’s receipt of Seller’s Title Response, Purchaser shall respond to Seller on in writing, which may be electronic, of its election to waive any remaining title objections or before its election to terminate this Agreement. In the expiration of event that Purchaser elects to terminate this Agreement, the Title Review DateDeposit shall be refunded to Purchaser and this Agreement shall be null and void and neither Seller nor Purchaser shall have any further obligations hereunder except as may specifically survive such termination as set forth herein. If Purchaser shall fail does not timely respond to make any such objections to the Updated Survey on or before such dateSeller’s Title Response, Purchaser shall be deemed to have accepted the form and substance of the Updated Survey and all matters shown thereon; all such waived any remaining exceptions and matters shall be included as Permitted Exceptionselected to proceed to Closing. If any objections to (i) the Title Commitment or Existing Survey or exceptions to title are made within the Title Review Period, or (ii) the Updated Survey are made before the date specified above, then Seller shall have the right, but not the obligation except as hereafter provided, to cure (by removal, endorsement or otherwise) such objections on or before the Closing Date in a manner reasonably acceptable to Purchaser. If the objections are not cured by Seller no later than five (5) days before the scheduled Closing Date, then Purchaser may as its only option, elect to either: (i) waive such objection and consummate the transaction contemplated by this Agreement; or (ii) terminate this Agreement, in which event the Xxxxxxx Money shall be returned to Purchaser and neither party shall have any further obligations to the other party except for the Surviving Obligations. Notwithstanding anything to the contrary contained As used in this Agreement, Seller the term “Permitted Exceptions” shall be obligated to remove (or cause the Title Company to affirmatively insure over in a manner reasonably acceptable to Purchaser) mean (i) any deeds all exceptions to title set forth in the Title Commitment existing as of trust, mortgagesthe last day of the Due Diligence Period which are not set forth in Purchaser’s Title Objection Letter, and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), (ii) any mechanic's or materialmen's liens relating to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all of the requirements objections set forth in Schedule B - Section 1 of the Commitment at Purchaser’s Title Objection Letter which Purchaser elects or prior is deemed to have elected to waive pursuant to the Closing Dateprovisions of this Section 3.5.

Title and Survey. 6.1 Seller shallshall convey and Buyer shall accept, at subject to the right of Buyer to review and approve all title matters, documents and plats of record in regard to the condition of title to the Property, title such as the Title Company will be willing to approve and insure subject only to Permitted Exceptions as provided for in this Agreement. Buyer acknowledges that it has heretofore received copies of Seller's existing title insurance policy for the Real Estate (the "Existing Title Policy") and of Seller's existing survey of the Real Estate (the "Existing Survey"). Promptly following the execution of this Agreement, Buyer may (if it so elects) obtain (at Buyer's sole cost expense) updates of the Existing Survey to the certification standards described upon the Surveyor's certification attached hereto as Exhibit 13 and made a part hereof (such updated survey hereinafter referred to as the "Updated Survey"); if Buyer does obtain such an Updated Survey, Buyer shall cause it to be certified to Seller and Buyer shall promptly furnish Seller and the Title Company with a copy thereof. Promptly following the execution of this Agreement, Buyer shall also (at Buyer's sole expense, ) obtain and deliver to Purchaser for Purchaser's review a commitment for a standard owner's policy of title insurance along with a copy of each instrument listed as an exception thereon other than Seller's debt instruments ALTA Form B Fee Title Insurance (the "Title Commitment") on the Real Property issued by ); and Buyer shall promptly cause the Title CompanyCompany to furnish Seller with true accurate and complete copies thereof (including true, accurate and complete copies of all underlying title exception documents referenced therein). Seller has delivered to Purchaser a copy Not later than the expiration of the Existing Survey which Purchaser shall reimburse Seller for as provided in Section 4 hereof. During the Due Diligence Period, Buyer shall give Seller shall obtain from the Title Company at Sellerwritten notice ("Buyer's sole cost and expense a survey endorsement and, if and to the extent available, contiguity, fairway and PUD endorsements. Purchaser may elect to receive an update to the Existing Title/Survey (the "Updated SurveyNotice") by notifying Seller of such election any title exceptions which are contained in writing prior to November 6, 1997. If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated Survey. Purchaser shall have until the later of November 6, 1997 and the date which is fifteen days after receipt of the Title Commitment and Existing and/or the Survey which are not Permitted Exceptions. Failure by Buyer to give Buyer's Title/Survey Notice (such date being referred or to as object to any matter referenced in the "Title Review Date"Commitment) for examination of Title Commitment and Existing Survey and the making of any objections thereto, said objections to be made in writing and delivered to Seller on or before the end said date shall constitute Buyer's final and irrevocable approval of the Title Review Datecondition of title (and to any such unobjected to matter) in and to the Real Estate. If Purchaser shall fail to make any objections on or before the Title Review Date, Purchaser Buyer's Title/Survey Notice shall be deemed timely given Seller shall have a period of fifteen (15) days following Seller's receipt of Buyer's Title/Survey Notice, to commence to remove, correct, cure or satisfy (provided Seller does in fact elect to so remove, correct, cure or satisfy) any title exceptions that were identified in Buyer's Title/Survey Notice as not being Permitted Exceptions, it being nevertheless agreed that Seller shall have accepted all exceptions no obligation to undertake any action or to incur any expense in order to effectuate any such removal, correction, cure or satisfaction (except that notwithstanding the Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 and 4, and the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters foregoing Seller shall be included required to remove or discharge any fee mortgages or deeds of trust, as well as any other liens in the term "Permitted Exceptions" as used hereinan ascertainable dollar amount ). In the event Purchaser that Seller elects not to receive attempt to remove, correct, cure or satisfy the Updated Surveymatter raised in Buyer's Title/Survey Notice, then Purchaser shall have until or if having elected to do so, does not within thirty (30) days thereafter, (or such additional time as is reasonably necessary (not to exceed an additional fifteen (15) days without Buyer's written consent) to remove, correct, cure or satisfy the Title Review Date for examination of the Updated Survey and the making of objections to matters shown thereon, such objections to be made in writing and delivered to Seller on or before the expiration of the Title Review Date. If Purchaser shall fail to make matter(s) so raised using commercially reasonable good faith efforts) effectuate any such objections to the Updated Survey on removal, correction, cure or before such datesatisfaction as aforesaid (hereinafter called "title correction"), Purchaser shall be deemed to have accepted the form and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptions. If any objections to (i) the Title Commitment or Existing Survey or exceptions to title are made within the Title Review Period, or (ii) the Updated Survey are made before the date specified above, then Seller Buyer shall have the right, but not the obligation except as hereafter provided, right at its sole option either (a) to cure (by removal, endorsement or otherwise) such objections on or before the Closing Date in a manner reasonably acceptable to Purchaser. If the objections are not cured by Seller no later than five (5) days before the scheduled Closing Date, then Purchaser may as its only option, elect to either: (i) waive such objection and consummate the transaction contemplated by this Agreement; or (ii) terminate this Agreement, in which event the Xxxxxxx Money Deposit shall be returned to Purchaser Buyer and neither party shall thereafter have any further obligations liability hereunder, or (b) to accept such title as is disclosed by the Title Commitment and/or Survey without title correction and without Survey correction and without any reduction to the other party except for Purchase Price, thereby waiving any rights against Seller with respect thereto. Said election shall be made by Buyer within three (3) days following Buyer's receipt of written notification by Seller that Seller has not effectuated (or has elected not to effectuate) title correction. In the Surviving Obligationsevent that Seller (even though under no duty to do so) shall undertake title correction and/or Survey correction as aforesaid, and shall be successful, this Agreement shall continue in full force and effect and Buyer shall close the transaction contemplated hereby in accordance with the terms hereof. Notwithstanding anything to In the contrary contained in this Agreement, event that Seller shall only be obligated partially successful in obtaining title and/or Survey correction, Buyer shall have the same alternative rights as Buyer would have in the event Seller had declined to remove (or cause the Title Company to affirmatively insure over in a manner reasonably acceptable to Purchaser) (i) any deeds of trust, mortgages, and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan")seek title and/or Survey correction, (iias set forth above). Buyer shall make its election within three (3) any mechanicdays after Buyer's or materialmen's liens relating receipt of written notice from Seller to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all Buyer of the requirements set forth in Schedule B - Section 1 of extent to which title and/or the Commitment at or prior to the Closing DateSurvey has been corrected.

Title and Survey. (a) At or prior to execution of this Agreement, (a) Seller shall, at Seller's sole cost and expense, obtain and deliver to shall provide Purchaser for Purchaser's review a commitment for a standard owner's policy of title insurance along with a copy of each instrument the most recent owner’s title insurance policy issued in connection with the Real Property, legible copies of all documents listed as an exception thereon other than documents in such title insurance policy and all existing surveys of the Real Property, to the extent that the same are in Seller's debt instruments ’s possession or control; and (b) Purchaser shall order a title commitment for a title policy (the "“Title Commitment"”) on from the Title Company and Seller shall order, at Seller’s sole cost, an ALTA survey of the Real Property issued (the “Survey”). Purchaser shall have until 5:00 p.m. Pacific Time on the day that is five (5) Business Days prior to the Due Diligence Period Notice Deadline to give Seller and the Title Company a written notice (“Purchaser’s Title Notice”) that sets forth any objections that Purchaser has to the Title Commitment or the Survey based on its review thereof (the “Purchaser Title Objections”). Seller shall have two (2) Business Days after receipt of Purchaser’s Title Notice to notify Purchaser that Seller (i) will cause or (ii) elects not to cause any or all of the Purchaser Title Objections disclosed therein to be removed or insured over by the Title Company. Seller’s failure to notify Purchaser within such two (2) Business Day period as to any Purchaser Title Objection shall be deemed an election by Seller has delivered not to Purchaser a copy of the Existing Survey which Purchaser shall reimburse Seller for as provided in Section 4 hereof. During the Due Diligence Period, Seller shall obtain from remove or have the Title Company at Seller's sole cost and expense a survey endorsement and, if and to the extent available, contiguity, fairway and PUD endorsements. insure over such Purchaser may elect to receive an update to the Existing Survey (the "Updated Survey") by notifying Seller of such election in writing prior to November 6, 1997Title Objection. If Seller notifies or is deemed to have notified Purchaser so electsthat Seller shall not remove nor have the Title Company insure over any or all of the Purchaser Title Objections, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated Survey. Purchaser shall have until three (3) Business Days thereafter (A) to waive such Purchaser Title Objections, in which case such Purchaser Title Objections (other than the later of November 6, 1997 and the date which is fifteen days after receipt of the Title Commitment and Existing Survey (such date being referred to as the "Title Review Date"Mandatory Cure Items) for examination of Title Commitment and Existing Survey and the making of any objections thereto, said objections to be made in writing and delivered to Seller on or before the end of the Title Review Date. If Purchaser shall fail to make any objections on or before the Title Review Date, Purchaser shall be deemed to have accepted all exceptions to the Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 and 4, and the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters shall be included in the term "“Permitted Exceptions" as used herein. In the event Purchaser elects to receive the Updated Survey, then Purchaser shall have until the Title Review Date for examination of the Updated Survey and the making of objections to matters shown thereon, such objections to be made in writing and delivered to Seller on or before the expiration of the Title Review Date. If Purchaser shall fail to make any such objections to the Updated Survey on or before such date, Purchaser shall be deemed to have accepted the form and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptions. If any objections to (i) the Title Commitment or Existing Survey or exceptions to title are made within the Title Review Period”, or (ii) the Updated Survey are made before the date specified above, then Seller shall have the right, but not the obligation except as hereafter provided, to cure (by removal, endorsement or otherwise) such objections on or before the Closing Date in a manner reasonably acceptable to Purchaser. If the objections are not cured by Seller no later than five (5) days before the scheduled Closing Date, then Purchaser may as its only option, elect to either: (i) waive such objection and consummate the transaction contemplated by this Agreement; or (iiB) terminate this Agreement, in which event the Xxxxxxx Money Deposit and all interest accrued thereon shall be returned to Purchaser without any further action or approval required from Seller, and neither party the rights and obligations of Purchaser and Seller (other than the those which expressly survive termination of this Agreement pursuant to the terms hereof) shall terminate. Purchaser’s failure to waive such Purchaser Title Objections or terminate this Agreement within the prescribed time period shall constitute Purchaser’s termination of this Agreement. For the avoidance of doubt, in no event shall Permitted Exceptions include, and Seller shall have the obligation to remove or cure on or before the Closing Date, (a) any further obligations exceptions to title which would be removed upon Seller’s delivery of the Title Affidavit to the other party except for Title Company, (b) any exceptions to title which are mortgages or liens evidencing monetary encumbrances, (c) the Surviving Obligations. Notwithstanding anything lien of ad valorem real or personal property taxes, assessments and governmental charges affecting all or any portion of the Property that are delinquent or that will be delinquent on the Closing Date, (d) title matters created or agreed to by Seller in violation of the contrary contained in terms of this Agreement, or (e) any exception to title that Seller has specifically agreed in writing to remove pursuant to this Section 4.1 (collectively, the “Mandatory Cure Items”). It shall be a Condition Precedent favoring Purchaser that Seller remove all Mandatory Cure Items at or prior to Closing and in the event that Seller fails to cure all Mandatory Cure Items, Seller shall be obligated to remove (or cause the Title Company to affirmatively insure over in a manner reasonably acceptable to Purchaser) (i) any deeds default of trust, mortgages, its obligations under this Agreement and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), (ii) any mechanic's or materialmen's liens relating to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy Purchaser shall be afforded all of the requirements set forth rights and remedies provided in Schedule B - Section 1 of the Commitment at or prior to the Closing Date10.3.

Title and Survey. Seller shall, at Seller's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review a commitment for a standard owner's policy of title insurance along with a copy of each instrument listed as an exception thereon other than Seller's debt instruments (the "Title Commitment") on the Real Property issued by the Title Company. Seller has delivered to Purchaser a copy of the Existing Survey which Purchaser shall reimburse Seller for as provided in Section 4 hereof. During the Due Diligence Period, Seller shall obtain received from the Title Company at Seller's sole cost and expense a survey endorsement and, if and preliminary title commitment with respect to the extent available, contiguity, fairway and PUD endorsementsProperty issued in favor of Purchaser (the “Title Commitment”). Purchaser may elect to receive shall order, at its expense, an update to of the Existing Survey (the "Updated Existing Survey") by notifying Seller of such election in writing prior to November 6, 1997together with any update thereof, the “Survey”). If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and shall promptly deliver to Purchaser for Purchaser's review Seller copies of the Updated Title Commitment and Survey. Purchaser shall have until the later of November 6, 1997 and the date which is fifteen ten (10) days after receipt prior to the expiration of the Inspection Period (the “Objection Date”), to give written notice (the “Title Notice”) to Seller of such objections as Purchaser may have to any exceptions to title disclosed in the Title Commitment and Existing or in any Survey (such date being referred to as the "Title Review Date") for or otherwise in Purchaser’s examination of title. Subject to the next paragraph in this Section 2.4, any title or Survey matters which Purchaser fails to raise in the Title Commitment and Existing Survey and the making of any objections thereto, said objections to be made in writing and delivered to Seller Notice on or before the end of the Title Review Date. If Purchaser shall fail to make any objections on or before the Title Review Date, Purchaser Objection Date shall be deemed to have accepted all exceptions to the Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 and 4, and the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters shall be included in the term "Permitted Exceptions" as used herein. In the event Purchaser elects to receive the Updated Survey, then Purchaser shall have until the Title Review Date for examination of the Updated Survey and the making of objections to matters shown thereon, such objections to be made in writing and delivered to Seller on or before the expiration of the Title Review Date. If Purchaser shall fail to make any such objections to the Updated Survey on or before such date, Purchaser shall be deemed to have accepted the form and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptions. If any objections to (i) the Title Commitment or Existing Survey or exceptions to title are made within the Title Review Period, or (ii) the Updated Survey are made before the date specified above, then Seller shall have the right, but not the obligation (except as hereafter providedto Monetary Objections, defined below), to attempt to remove, satisfy or otherwise cure any exceptions to title to which the Purchaser so objects. Within five (by removal5) Business Days after receipt of Purchaser’s Title Notice, endorsement Seller shall give written notice to Purchaser informing the Purchaser of Seller’s election with respect to such objections. If Seller fails to give written notice of election within such five (5) Business Day period, Seller shall be deemed to have elected not to attempt to cure the objections (other than Monetary Objections). If Seller elects to attempt to cure any objections, Seller shall be entitled to one or otherwise) more reasonable adjournments of the Closing to attempt such objections cure, but, except for Monetary Objections, Seller shall not be obligated to expend any sums, commence any suits or take any other action to effect such cure. Except as to Monetary Objections, if Seller elects, or is deemed to have elected, not to cure any exceptions to title to which Purchaser has objected on or before the Closing Date in a manner reasonably acceptable to Purchaser. If the objections are not cured by Seller no later than five (5) days before the scheduled Closing Objection Date, then Purchaser may as its only optionor, elect if after electing to either: attempt to cure, Seller determines that it is unwilling or unable to remove, satisfy or otherwise cure any such exceptions, Purchaser’s sole remedy hereunder in such event shall be either (i) waive to accept title to the Property subject to such objection exceptions as if Purchaser had not objected thereto and consummate without reduction of the transaction contemplated by this Agreement; Purchase Price (in which case such objections shall be deemed to be “Permitted Exceptions”), or (ii) to terminate this AgreementAgreement within three (3) Business Days after receipt of written notice from Seller either of Seller’s election not to attempt to cure any objection or of Seller’s determination, in which event having previously elected to attempt to cure, that Seller is unable or unwilling to do so, whereupon Escrow Agent shall pay the Xxxxxxx Money (a) in the event that the uncured objections to title first appeared of record or were first raised by the Title Company or any surveyor after the date of the Title Commitment and before the Closing Date and are not Permitted Exceptions, to Purchaser, or (b) in all other events, to Seller. Notwithstanding anything in this Agreement to the contrary, and except for Monetary Objections, if the removal of any title encumbrance filed against the Property is the responsibility of any tenant of the Property to cure or remove pursuant to the terms of its Lease, Seller shall promptly deliver a notice to such tenant with respect thereto and shall use reasonable efforts (without the expenditure by Seller of any funds and without the commencement or prosecution by Seller of an action or proceeding against such tenant with respect thereto) to cause such tenant promptly to remove such encumbrance. Seller shall have no liability, nor shall Purchaser be returned entitled to any abatement or reduction of the Purchase Price or delay or adjournment of Closing, if such tenant fails to remove such encumbrance. Seller shall promptly deliver to Purchaser and neither party shall have a copy of any further obligations such notice delivered by Seller to any tenant of the other party except for the Surviving ObligationsProperty. Notwithstanding anything to the contrary contained elsewhere in this Agreement, Seller shall be obligated to remove (cure or cause the Title Company to affirmatively insure over in a manner reasonably acceptable to Purchaser) (i) any deeds of trust, mortgages, and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), (ii) any mechanic's or materialmen's liens relating to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all of the requirements set forth in Schedule B - Section 1 of the Commitment Monetary Objections at or prior to Closing, and Seller may use the proceeds of the Purchase Price at Closing Datefor such purpose. Monetary Objections shall be deemed “cured” and “satisfied” upon the deposit by Seller (which may be from proceeds of the Purchase Price) with the Title Company at Closing of funds sufficient to pay the underlying obligation relating to such Monetary Objection and the Title Company’s deletion of such Monetary Objection from the Title Policy.

Title and Survey. 5.1 Seller shallheretofore delivered to Buyer the Existing Survey and the updated Title Commitment, at Seller's sole cost including all underlying title documents raised therein. Buyer shall have until the Inspection Date to (i) examine title to the Property and expensethe Survey, (ii) determine whether Buyer will be able to obtain any endorsements it desires and deliver (iii) to Purchaser for Purchaser's review a commitment for a standard owner's policy give written notice to Seller of any objections that Buyer may have to title insurance along with a copy of each instrument listed as an exception thereon other than Seller's debt instruments or the Survey (the "Title CommitmentObjection Notice") on the Real Property issued by the ), provided, however, Buyer shall have no right to object to any matters of title which constitute Permitted Title Company. Seller has delivered to Purchaser a copy of the Existing Survey which Purchaser shall reimburse Seller for as provided in Section 4 hereof. During the Due Diligence Period, Seller shall obtain from the Title Company at Seller's sole cost and expense a survey endorsement and, if and to the extent available, contiguity, fairway and PUD endorsements. Purchaser may elect to receive an update to the Existing Survey (the "Updated Survey") by notifying Seller of such election in writing prior to November 6, 1997Exceptions. If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated Survey. Purchaser shall have until the later of November 6, 1997 and the date which is fifteen days after receipt of the Title Commitment and Existing Survey (such date being referred to as the "Title Review Date") for examination of Title Commitment and Existing Survey and the making of any objections thereto, said objections to be made in writing and delivered to Seller on or before the end of the Title Review Date. If Purchaser Buyer shall fail to make any objections on or before timely deliver the Title Review DateObjection Notice, Purchaser Buyer shall be deemed to have accepted all waived such right to object to any title exceptions to or defects (other than any Required Cure Matters (as hereinafter defined)). If Buyer does timely deliver the Title Commitment shown on Schedule BObjection Notice to Seller, Section IISeller shall elect, except for exceptions 1, 2, 3 and 4, and the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters shall be included in the term "Permitted Exceptions" as used herein. In the event Purchaser elects to receive the Updated Survey, then Purchaser shall have until the Title Review Date for examination of the Updated Survey and the making of objections to matters shown thereon, such objections to be made in writing and by written notice delivered to Seller on or before the expiration of the Title Review Date. If Purchaser shall fail to make any such objections to the Updated Survey on or before such date, Purchaser shall be deemed to have accepted the form and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptions. If any objections to (i) the Title Commitment or Existing Survey or exceptions to title are made Buyer within the Title Review Period, or (ii) the Updated Survey are made before the date specified above, then Seller shall have the right, but not the obligation except as hereafter provided, to cure (by removal, endorsement or otherwise) such objections on or before the Closing Date in a manner reasonably acceptable to Purchaser. If the objections are not cured by Seller no later than five (5) days before Business Days following Seller's receipt of the scheduled Title Objection Notice to either endeavor to cure or satisfy any particular objection(s) at or prior to Closing Date, then Purchaser may as its only option, elect or not to either: so cure or satisfy any particular title objection(s) (i) waive such objection and consummate the transaction contemplated by this Agreement; or (ii) terminate this Agreement, in which event the Xxxxxxx Money shall be returned to Purchaser and neither party shall have any further obligations to the other party except for the Surviving Obligations"Title Response Notice"). Notwithstanding anything to the contrary contained in this Agreement, Seller, in its sole discretion, shall have the right to adjourn the Closing for a period not to exceed thirty (30) days, in order to undertake to cure or satisfy any particular objection(s) raised by Buyer in the Title Objection Notice, provided, however, that Seller shall be obligated to remove notify Buyer, in writing, at least five (or cause the Title Company to affirmatively insure over in a manner reasonably acceptable to Purchaser5) (i) any deeds of trust, mortgages, and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), (ii) any mechanic's or materialmen's liens relating to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all of the requirements set forth in Schedule B - Section 1 of the Commitment at or Business Days prior to the scheduled Closing Date., of its election to so adjourn the Closing. To the extent Seller shall fail to deliver the Title Response Notice to Buyer within the time required therefor or shall elect not to cure any particular title objection(s) by Closing, then Buyer may elect, by written notice to Seller within five (5) Business Days after delivery of the Title Response Notice or Seller's failure to timely deliver the Title Response Notice, either to (a) terminate this Agreement, in which case the Exxxxxx Money shall be returned to Buyer by Escrow Agent and the parties shall have no further rights or obligations hereunder, except for those which expressly survive any such termination, or (b) waive its objections hereunder and proceed with the transaction pursuant to the remaining terms and conditions of this Agreement, without any reduction in the Purchase Price. Except for Required Cure Matters, Seller shall not be required to cure any matter objected to by Buyer. If Buyer fails to so give Seller notice of its election within the timeframe required therefor, Buyer shall be deemed to have elected the option contained in subpart (b) above. If Seller does so reasonably cure or satisfy, or undertake to reasonably cure or satisfy, such objection to the satisfaction of Buyer, then this Agreement shall continue in full force and effect. Buyer shall have the right at any time to waive any objections that it may have made and, thereby, to preserve this Agreement in full force and effect. As used herein "

Title and Survey. Prior to or contemporaneously with execution of this Agreement, Seller shall, at Seller's sole cost and expense, obtain and deliver has caused to be delivered to Purchaser for Purchaser's review a commitment for a standard owner's policy of title insurance along on the Land, together with copies of all items shown as exceptions to title therein, issued by the Title Company and identified as Commitment No. 9641-00030 (NBU #9610404) a copy of each instrument listed which is attached hereto as an exception thereon other than Seller's debt instruments Exhibit 3.2 (the "Title Commitment") on the Real Property issued by the Title Company. Seller has delivered to Purchaser ), and a copy certain survey of the Existing Survey which Purchaser shall reimburse Seller for as provided in Section 4 hereof. During the Due Diligence Period, Seller shall obtain from the Title Company at Seller's sole cost and expense a survey endorsement and, if and to the extent available, contiguity, fairway and PUD endorsements. Purchaser may elect to receive an update to the Existing Survey (the Land entitled "Updated As-Built Plan Prepared for Xxxxxxx X. Xxxxxx known as "THE GABLES" #20 Devonwood Road Farmington, Connecticut Scale 1"=40' DATE JUNE, 1986 revised through Jan. 31, 1989" ("1989 Survey") by notifying Seller of such election in writing prior to November 6, 1997. If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated Survey). Purchaser shall have until the later June 23, 1997, ("Interim Date") to provide written notice to Seller of November 6, 1997 and the date which is fifteen days after receipt of any matters shown by the Title Commitment or 1989 Survey which are not satisfactory to Purchaser, which notice ("Title Notice") must specify the reason such matter(s) are not satisfactory. Purchaser and Existing Seller shall also order an update of the 1989 Survey (such date being referred to as updated survey, the "New Survey"). Purchaser shall have until July 3, 1997 to provide written notice to Seller of any matters shown by the New Survey which are not shown on the 1989 Survey (including any matters shown on the Title Review DateCommitment which were not shown on the 1989 Survey, "New Matters") for examination of Title Commitment and Existing which New Matters are not satisfactory to Purchaser, which notice ("New Survey Notice") must specify the reason such matter(s) are not satisfactory and the making of curative steps necessary to remove the basis for Purchaser's disapproval. The parties shall then have until the Approval Date specified in Section 3.5 to make such arrangements or take such steps as they shall mutually agree to satisfy Purchaser's objection(s); provided, however, that Seller shall have no obligation whatsoever to expend or agree to expend any objections theretofunds, said objections to undertake or agree to undertake any obligations or otherwise to cure or agree to cure any title or survey objections, and Seller shall not be made deemed to have any obligation to cure unless Seller expressly undertakes such an obligation by a written notice to or written agreement with Purchaser given or entered into on or prior to the Approval Date and which recites that it is in writing and delivered response to Seller a Title Notice or New Survey Notice. Purchaser's sole right with respect to any Title Commitment, 1989 Survey or New Survey matter to which it objects in a Title Notice or New Survey Notice given in a timely manner, as applicable, shall be to elect on or before the end of Approval Date to terminate this Agreement pursuant to Section 3.5 hereof. All matters shown in the Title Review Date. If Commitment and/or 1989 Survey and/or New Survey with respect to which Purchaser shall fail fails to make any objections give a Title Notice or New Survey Notice on or before the last date for so doing, or with respect to which a timely Title Review DateNotice or New Survey Notice is given but Seller fails to undertake an express obligation to cure as provided above, Purchaser shall be deemed to have accepted all exceptions to the Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 and 4, and the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters shall be included in the term approved by Purchaser as "Permitted ExceptionsEncumbrances" as used herein. In the event Purchaser elects to receive the Updated Surveyprovided in Section 3.4 hereof, then Purchaser shall have until the Title Review Date for examination of the Updated Survey and the making of objections to matters shown thereonsubject, such objections to be made in writing and delivered to Seller on or before the expiration of the Title Review Date. If Purchaser shall fail to make any such objections to the Updated Survey on or before such date, Purchaser shall be deemed to have accepted the form and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptions. If any objections to (i) the Title Commitment or Existing Survey or exceptions to title are made within the Title Review Period, or (ii) the Updated Survey are made before the date specified above, then Seller shall have the right, but not the obligation except as hereafter providedhowever, to cure (by removal, endorsement or otherwise) such objections on or before the Closing Date Purchaser's termination right provided in a manner reasonably acceptable to Purchaser. If the objections are not cured by Seller no later than five (5) days before the scheduled Closing Date, then Purchaser may as its only option, elect to either: (i) waive such objection and consummate the transaction contemplated by this Agreement; or (ii) terminate this Agreement, in which event the Xxxxxxx Money shall be returned to Purchaser and neither party shall have any further obligations to the other party except for the Surviving Obligations. Notwithstanding anything to the contrary contained in this Agreement, Seller shall be obligated to remove (or cause the Title Company to affirmatively insure over in a manner reasonably acceptable to Purchaser) (i) any deeds of trust, mortgages, and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), (ii) any mechanic's or materialmen's liens relating to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all of the requirements set forth in Schedule B - Section 1 of the Commitment at or prior to the Closing Date3.5 hereof.

Title and Survey. Within five (5) Business Days following the Effective Date, Seller shall, at Seller's sole cost and expense, obtain and shall deliver to Purchaser for Purchaser's review a commitment for a standard owner's policy copies of the most recent title insurance along with a copy policies and surveys of each instrument listed as an exception thereon other than Seller's debt instruments (the "Title Commitment") on the Real Property issued by the Title Company. Seller has delivered to Purchaser a copy of the Existing Survey which Purchaser shall reimburse Seller for as provided Properties that are in Section 4 hereof. During the Due Diligence Period, Seller shall obtain from the Title Company at Seller's sole cost and expense a survey endorsement and, ’s possession or control (if and to the extent available, contiguity, fairway and PUD endorsements. Purchaser may elect to receive an update to the Existing Survey (the "Updated Survey") by notifying Seller of such election in writing prior to November 6, 1997. If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated Surveyany). Purchaser shall have until the later of November 6, 1997 right to obtain new or updated title commitments and/or surveys for the Real Properties and the date which is fifteen days after receipt of the Title Commitment and Existing Survey (such date being referred to as the "Title Review Date") for examination of Title Commitment and Existing Survey and the making Purchaser shall provide copies of any objections thereto, said objections to be made in writing and delivered such updates to Seller on or before the end of the Title Review Datewithin two (2) Business Days after its receipt thereof. If Purchaser shall fail At least five (5) Business Days prior to make any objections on or before the Title Review Date, Purchaser shall be deemed to have accepted all exceptions to the Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 and 4, and the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters shall be included in the term "Permitted Exceptions" as used herein. In the event Purchaser elects to receive the Updated Survey, then Purchaser shall have until the Title Review Date for examination of the Updated Survey and the making of objections to matters shown thereon, such objections to be made in writing and delivered to Seller on or before the expiration of the Title Review Date. If Purchaser shall fail to make any such objections to the Updated Survey on or before such dateInspection Period, Purchaser shall be deemed give Seller notice of any title exceptions or other matters set forth on Seller’s title policies or surveys or any updates thereof as to have accepted the form which Purchaser objects in its sole and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptionsabsolute discretion. If any objections to (i) the Title Commitment or Existing Survey or exceptions to title are made within the Title Review Period, or (ii) the Updated Survey are made before the date specified above, then Seller shall have the right, but not the obligation except obligation, to remove, satisfy or otherwise cure any such exception or other matter as hereafter to which Purchaser so objects, Seller is unable or unwilling to take such actions as may be required to cure such objections, Seller shall give Purchaser notice thereof; it being understood and agreed that the failure of Seller to give such notice within three (3) Business Days after its receipt of Purchaser’s notice of objection shall be deemed an election by Seller not to remedy such matters. If Seller shall be unable or unwilling to remove any title defects to which Purchaser has so objected, Purchaser shall elect either (a) to terminate this Agreement (in whole but not in part) or (b) to proceed to Closing notwithstanding such title defect without any abatement or reduction in the Purchase Price on account thereof. Purchaser shall make any such election by written notice to Seller given on or prior to the expiration of the Inspection Period; provided, however, if any Seller commences to cure a title defect and then elects not to complete such cure, Purchaser shall have the right to terminate this Agreement by written notice to Seller within three (3) Business Days after such Seller notifies Purchaser thereof. The failure of Purchaser to give such notice shall be deemed an election by removal, endorsement or otherwisePurchaser to proceed to Closing in accordance with clause (b) such objections on or before the Closing Date in a manner reasonably acceptable to Purchaserabove. If Purchaser terminates this Agreement in accordance with this Section 3.3, Escrow Agent shall return the objections are not cured by Seller no later than five (5) days before the scheduled Closing Date, then Purchaser may as its only option, elect to either: (i) waive such objection and consummate the transaction contemplated by this Agreement; or (ii) terminate this Agreement, in which event the Xxxxxxx Money shall be returned Deposit to Purchaser and neither party shall have any further rights or obligations hereunder, except with respect to the other party except for the Surviving Obligations. Notwithstanding anything to the contrary contained in this Agreement, Seller shall be obligated to remove (or cause the Title Company to affirmatively insure over in a manner reasonably acceptable to Purchaser) (i) any deeds of trust, mortgages, and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), (ii) any mechanic's or materialmen's liens relating to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all of the requirements set forth in Schedule B - Section 1 of the Commitment at or prior to the Closing Date.

Title and Survey. Seller shallPromptly upon execution of this Agreement, Purchaser may order at Seller's sole cost and its expense, obtain and deliver from the Title Company a preliminary title commitment with respect to Purchaser for Purchaser's review a commitment for a standard owner's policy of title insurance along with a copy of each instrument listed as an exception thereon other than Seller's debt instruments the Property (the "“Title Commitment") on the Real Property issued by ”). Purchaser shall direct the Title Company. Seller has delivered Company to Purchaser send a copy of the Existing Survey which Title Commitment to Seller. Promptly upon execution of this Agreement, Purchaser shall reimburse Seller may arrange, also at its expense, for as provided in Section 4 hereof. During the Due Diligence Period, Seller shall obtain from the Title Company at Seller's sole cost and expense preparation of a survey endorsement andof the Property (each and together, if and to the extent available, contiguity, fairway and PUD endorsements“Survey”). Purchaser may elect likewise shall make copies of any such Survey available to receive an update to the Existing Survey (the "Updated Survey") by notifying Seller of such election in writing prior to November 6, 1997. If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated SurveyClosing. Purchaser shall have until the later end of November 6, 1997 and the date which is fifteen days after receipt Inspection Period to give written notice (the “First Title Notice”) to Seller of such objections as Purchaser may have to any exceptions to title disclosed in the Title Commitment and Existing or in any Survey (such date being referred to as the "Title Review Date") for or otherwise in Purchaser’s examination of Title Commitment title. Purchaser may terminate this Agreement and Existing Survey and the making of any objections thereto, said objections to be made in writing and delivered to Seller on or before the end receive a refund of the Title Review Date. If Purchaser shall fail to make any objections on or before Xxxxxxx Money if the Title Review Date, Purchaser shall be deemed to have accepted all exceptions to Company revises the Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 and 4, and the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters shall be included in the term "Permitted Exceptions" as used herein. In the event Purchaser elects to receive the Updated Survey, then Purchaser shall have until the Title Review Date for examination of the Updated Survey and the making of objections to matters shown thereon, such objections to be made in writing and delivered to Seller on or before after the expiration of the Title Review Date. If Inspection Period to add or modify exceptions or to delete or modify the conditions to obtaining any endorsement requested by Purchaser shall fail to make any during the Inspection Period if such objections to the Updated Survey on additions, modifications or before such date, Purchaser shall be deemed to have accepted the form and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptions. If any objections to deletions (i) were not contained in or contemplated by the First Title Commitment or Existing Survey or exceptions to title are made within the Title Review PeriodNotice, or (ii) are not reasonably acceptable to Purchaser and (iii) are not removed on or prior to the Updated Survey are made before the date specified above, then Closing Date. Seller shall have the right, but not the obligation (except as hereafter providedto Monetary Objections), to attempt to remove, satisfy or otherwise cure (by removal, endorsement or otherwise) such objections on or before any exceptions to title to which the Closing Date in a manner reasonably acceptable to PurchaserPurchaser so objects. If the objections are not cured by Seller no later than Within five (5) days before Business Days after receipt of Purchaser’s First Title Notice, Seller shall give written notice to Purchaser informing the scheduled Purchaser of Seller’s election with respect to such objections. If Seller fails to give written notice of election within such five (5) Business Day period, Seller shall be deemed to have elected not to attempt to cure the objections (other than Monetary Objections). If Seller elects to attempt to cure any objections, Seller shall be entitled to one or more reasonable adjournments of the Closing Dateof up to but not beyond the thirtieth (30th) day following the initial date set for the Closing to attempt such cure, then but, except for Monetary Objections, Seller shall not be obligated to expend any sums, commence any suits or take any other action to effect such cure. Except as to Monetary Objections, if Seller elects, or is deemed to have elected, not to cure any exceptions to title to which Purchaser may as its only optionhas objected or if, elect after electing to either: attempt to cure, Seller determines that it is unwilling or unable to remove, satisfy or otherwise cure any such exceptions, Purchaser’s sole remedy hereunder in such event shall be either (i) waive to accept title to the Property subject to such objection exceptions as if Purchaser had not objected thereto and consummate without reduction of the transaction contemplated by this Agreement; Purchase Price, or (ii) to terminate this AgreementAgreement within three (3) Business Days after receipt of written notice from Seller either of Seller’s election not to attempt to cure any objection or of Seller’s determination, in which event having previously elected to attempt to cure, that Seller is unable or unwilling to do so, or three (3) Business Days after Seller is deemed hereunder to have elected not to attempt to cure such objections (and upon any such termination under clause (ii) above, Escrow Agent shall return the Xxxxxxx Money shall be returned to Purchaser and neither party shall have any further obligations to the other party except for the Surviving ObligationsPurchaser). Notwithstanding anything to the contrary contained elsewhere in this Agreement, Seller shall be obligated to remove (cure or cause the Title Company to affirmatively insure over in a manner reasonably acceptable to Purchaser) (i) any deeds of trust, mortgages, and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), (ii) any mechanic's or materialmen's liens relating to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all of the requirements set forth in Schedule B - Section 1 of the Commitment Monetary Objections at or prior to Closing, and may use the proceeds of the Purchase Price at Closing Datefor such purpose.

Title and Survey. Within five (5) Business Days following the Effective Date, Seller shall, at Seller's sole cost and expense, obtain and shall deliver to Purchaser for Purchaser's review a commitment for a standard owner's policy copies of the most recent title insurance along with a copy policies and surveys of each instrument listed as an exception thereon other than Seller's debt instruments (the "Title Commitment") on the Real Property issued by the Title Company. Seller has delivered to Purchaser a copy of the Existing Survey which Purchaser shall reimburse Seller for as provided Properties that are in Section 4 hereof. During the Due Diligence Period, Seller shall obtain from the Title Company at Seller's sole cost and expense a survey endorsement and, ’s possession or control (if and to the extent available, contiguity, fairway and PUD endorsements. Purchaser may elect to receive an update to the Existing Survey (the "Updated Survey") by notifying Seller of such election in writing prior to November 6, 1997. If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated Surveyany). Purchaser shall have until the later of November 6, 1997 right to obtain new or updated title commitments and/or surveys for the Real Properties and the date which is fifteen days after receipt of the Title Commitment and Existing Survey (such date being referred to as the "Title Review Date") for examination of Title Commitment and Existing Survey and the making Purchaser shall provide copies of any objections thereto, said objections to be made in writing and delivered such updates to Seller on or before the end of the Title Review Datewithin two (2) Business Days after its receipt thereof. If Purchaser shall fail At least five (5) Business Days prior to make any objections on or before the Title Review Date, Purchaser shall be deemed to have accepted all exceptions to the Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 and 4, and the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters shall be included in the term "Permitted Exceptions" as used herein. In the event Purchaser elects to receive the Updated Survey, then Purchaser shall have until the Title Review Date for examination of the Updated Survey and the making of objections to matters shown thereon, such objections to be made in writing and delivered to Seller on or before the expiration of the Title Review Date. If Purchaser shall fail to make any such objections to the Updated Survey on or before such dateInspection Period, Purchaser shall be deemed give Seller notice of any title exceptions or other matters set forth on Seller’s title policies or surveys or any updates thereof as to have accepted the form which Purchaser objects in its sole and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptionsabsolute discretion. If any objections to (i) the Title Commitment or Existing Survey or exceptions to title are made within the Title Review Period, or (ii) the Updated Survey are made before the date specified above, then Seller shall have the right, but not the obligation except obligation, to remove, satisfy or otherwise cure any such exception or other matter as hereafter to which Purchaser so objects, Seller is unable or unwilling to take such actions as may be required to cure such objections, Seller shall give Purchaser notice thereof; it being understood and agreed that the failure of Seller to give such notice within three (3) Business Days after its receipt of Purchaser’s notice of objection shall be deemed an election by Seller not to remedy such matters. If Seller shall be unable or unwilling to remove any title defects to which Purchaser has so objected, Purchaser shall elect either (a) to terminate this Agreement (in whole but not in part) or (b) to proceed to Closing notwithstanding such title defect without any abatement or reduction in the Purchase Price on account thereof. Purchaser shall make any such election by written notice to Seller given on or prior to the expiration of the Inspection Period; provided, however, if Seller commences to cure a title defect and then elects not to complete such cure, Purchaser shall have the right to terminate this Agreement by written notice to Seller within three (3) Business Days after Seller notifies Purchaser thereof. The failure of Purchaser to give such notice shall be deemed an election by removal, endorsement or otherwisePurchaser to proceed to Closing in accordance with clause (b) such objections on or before the Closing Date in a manner reasonably acceptable to Purchaserabove. If Purchaser terminates this Agreement in accordance with this Section 3.3, Seller shall return the objections are not cured by Seller no later than five (5) days before Remaining Balance of the scheduled Closing Date, then Purchaser may as its only option, elect to either: (i) waive such objection and consummate the transaction contemplated by this Agreement; or (ii) terminate this Agreement, in which event the Xxxxxxx Money shall be returned Capital Improvement Escrow Deposit to Purchaser and neither party shall have any further rights or obligations hereunder, except with respect to the other party except for the Surviving Obligations. Notwithstanding anything to the contrary contained in this Agreement, Seller shall be obligated to remove (or cause the Title Company to affirmatively insure over in a manner reasonably acceptable to Purchaser) (i) any deeds of trust, mortgages, and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), (ii) any mechanic's or materialmen's liens relating to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all of the requirements set forth in Schedule B - Section 1 of the Commitment at or prior to the Closing Date.

Title and Survey. Seller shall, at Seller's sole cost and expense, obtain and shall deliver to Purchaser for a print of Seller’s most recent as-built survey of the Property, and, at Purchaser's review ’s expense, Purchaser shall obtain a commitment for a standard owner's policy of title insurance along with a copy of each instrument listed as an exception thereon other than Seller's debt instruments (the "Title Commitment") on the Real Property Land issued by the Title Company. Seller has delivered Such as-built survey is referred to Purchaser a copy of in this Agreement as the Existing Survey which Purchaser “Survey,” and such commitment shall reimburse Seller for be referred to in this Agreement as provided in Section 4 hereof. During the Due Diligence Period, Seller shall obtain from the “Title Company at Seller's sole cost and expense a survey endorsement and, if and to the extent available, contiguity, fairway and PUD endorsements. Purchaser may elect to receive an update to the Existing Survey (the "Updated Survey") by notifying Seller of such election in writing prior to November 6, 1997. If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated SurveyCommitment”. Purchaser shall have until 5:00 p.m., Eastern Standard Time, on January 20, 2006 (the later “Title Notice Date”), to provide written notice to Seller of November 6, 1997 and the date which is fifteen days after receipt of any matters shown by the Title Commitment and Existing or Survey which are not satisfactory to Purchaser, which notice (the “Title Notice”) must specify the reason such date being referred to as the "Title Review Date"matter(s) for examination of Title Commitment and Existing Survey are not satisfactory and the making of any curative steps necessary to remove the objections theretostated in the Title Notice (collectively, said objections the “Title Objections”). In this regard, at Closing Seller shall cause the Property to be made released from the deed to secure debt and other documents in writing and delivered favor of SunTrust Bank which secure a loan from SunTrust Bank to Seller on or before the end of the Title Review Date. If Purchaser shall fail to make any objections on or before the Title Review Date, Purchaser shall be deemed to have accepted all exceptions to the Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 and 4, and the form deed to secure debt and substance other documents in favor of Branch Banking & Trust Company which secure a loan to Seller’s general partner (collectively, the Existing Survey and all matters shown thereon; all such exceptions and matters shall be included in the term "Permitted Exceptions" as used herein“SunTrust Loan Documents”). In the event Purchaser elects Seller is unable or unwilling to receive the Updated Survey, then Purchaser shall have until the Title Review Date for examination of the Updated Survey and the making of objections to matters shown thereon, such objections to be made in writing and delivered to Seller on eliminate or before the expiration modify all of the Title Review Date. If Purchaser shall fail to make any such objections to the Updated Survey on or before such dateObjections, Purchaser shall be deemed to have accepted the form and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptions. If any objections to (i) the Title Commitment or Existing Survey or exceptions to title are made within the Title Review Period, or (ii) the Updated Survey are made before the date specified above, then Seller shall have the rightso notify Purchaser in writing, but and Purchaser may (as its sole and exclusive remedy) terminate this Agreement by delivering written notice thereof to Seller not the obligation except as hereafter provided, to cure (by removal, endorsement or otherwise) such objections on or before the Closing Date in a manner reasonably acceptable to Purchaser. If the objections are not cured by Seller no later than five (5) days before the scheduled Closing Date, then Purchaser may as its only option, elect to either: (i) waive such objection and consummate the transaction contemplated by this Agreement; or (ii) terminate this Agreement, in which event the Xxxxxxx Money shall be returned after Seller’s written notice to Purchaser and neither party of Seller’s intent not to cure one or more of such Title Objections (the “Cure Date”). Seller shall have no obligation whatsoever to expend or agree to expend any further funds, to undertake or agree to undertake any obligations or otherwise to the other party except for the Surviving Obligations. Notwithstanding anything cure or agree to the contrary contained in this Agreementcure any Title Objections, and Seller shall not be obligated deemed to remove (have any obligation to cure unless Seller expressly undertakes such an obligation by a written notice to or cause the Title Company to affirmatively insure over in a manner reasonably acceptable to Purchaser) (i) any deeds of trust, mortgages, and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan written agreement with Continental Bank, N.A. (the "Existing Loan"), (ii) any mechanic's Purchaser given or materialmen's liens relating to work done by or entered into on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all of the requirements set forth in Schedule B - Section 1 of the Commitment at or prior to the Closing DateDate and which recites that it is in response to the Title Notice. Purchaser’s sole right with respect to any Title Objection shall be to elect on or before the Cure Date to terminate this Agreement (other than continuing obligations under Sections 3.1.4 and 3.1.7 that survive the Closing or termination of this Agreement) (herein called the “Surviving Obligations”) and to receive a refund of the Deposit. All matters shown on the Title Commitment and/or Survey and any update thereof with respect to which Purchaser fails to give a Title Notice on or before the last permissible date for so doing, or with respect to which a timely Title Notice is given but Seller fails to undertake an express obligation to cure as provided above, shall be deemed to be approved by Purchaser and a “Permitted Encumbrance” as provided in Section 3.4 hereof, subject, however, to Purchaser’s termination right provided in Section 3.5 hereof.

Title and Survey. Seller shall, at Seller's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review a commitment for a standard owner's policy of title insurance along with a copy of each instrument listed as an exception thereon other than Seller's debt instruments (the "Title Commitment") on the Real Property issued by the Title Company. Seller has delivered to Purchaser a copy of the Existing Survey which Purchaser shall reimburse Seller for as provided in Section 4 hereof. During the Due Diligence Period, Seller Buyer shall obtain from the Title Company at Seller's sole current title commitments in the name of Buyer for each Real Property and thereafter promptly deliver such title commitments to Seller (collectively, the “Title Commitments”). The Title Company’s charge for its issuance of one Title Commitment for each of the Real Properties shall be borne by Seller pursuant to Section 7.2 of this Agreement. Upon receipt of the Title Commitments, Buyer shall order and obtain updates of the existing surveys for each of the Properties, the cost and expense a survey endorsement andof which shall be borne by Buyer pursuant to Section 7.2 and Section 7.3 of this Agreement. Buyer shall determine during the Study Period whether Seller’s title to the Property is satisfactory to Buyer. Buyer may negotiate with the Title Company or the surveyor who prepared the Survey in order to cause them to modify the Title Commitment or the Survey, if as applicable, to reflect only those exceptions to title that are acceptable to Buyer, and to the extent available, contiguity, fairway and PUD endorsements. Purchaser may elect commit to receive an update provide endorsements to the Existing Survey (the "Updated Survey") by notifying Seller Title Policy. The issuance of such election in writing prior endorsements shall not be a condition to November 6, 1997Closing. If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated Survey. Purchaser Buyer shall have until the later date that is six (6) days prior to the Approval Date (the “Title Objection Deadline”) to give written notice to Seller (“Buyer’s Title Objection Notice”) of November 6any objections to the Title Commitments and Survey (“Title Objections”), 1997 indicating in reasonable detail the nature and reasons for Buyer’s objections and including with such notice a copy of the date which is fifteen Title Commitments and Surveys, together with copies of any documents containing matters objected to in such notice. Seller shall notify Buyer within five (5) days after receipt of the Buyer’s Title Commitment and Existing Survey Objection Notice (such date being referred “Seller’s Title Objection Response Period”) whether Seller agrees to as the "Title Review Date") for examination of Title Commitment and Existing Survey and the making of attempt to cure any objections thereto, said objections to be made set forth in writing and delivered to Seller on or before the end of the Buyer’s Title Review DateObjection Notice. If Purchaser Seller states that Seller will not attempt to cure any or all objections set forth in Buyer’s Title Objection Notice, or if Seller fails to give timely notice to Buyer prior to the expiration of Seller’s Title Objection Response Period (whereby it shall fail be deemed that Seller refuses to make any cure all objections on or before the set forth in Buyer’s Title Review DateObjection Notice), Purchaser then Buyer may terminate this Agreement in accordance with Section 5.4 hereof. If Buyer does not so terminate this Agreement, Buyer shall be deemed to have accepted all exceptions waived its objections set forth in Buyer’s Title Objection Notice that Seller has not agreed in writing to attempt to cure, and to have agreed to accept title to the Property subject thereto, without reduction in the Purchase Price. Notwithstanding the foregoing, Buyer shall have the right after the Approval Date to object to any material defect in title first arising after the date of the original Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 and 4, and the form and substance by sending written notice of the Existing Survey and all matters shown thereon; all such exceptions and matters shall be included in the term "Permitted Exceptions" as used herein. In the event Purchaser elects to receive the Updated Survey, then Purchaser shall have until the Title Review Date for examination of the Updated Survey and the making of objections to matters shown thereon, such objections to be made in writing and delivered objection to Seller on (the “Updated Buyer’s Title Objection Notice”) within three (3) Business Days after Buyer's receipt of any supplemental or before updated Title Commitment, but in no event later than three (3) Business Days prior to the expiration of the Title Review Closing Date. If Purchaser shall fail Seller fails to make any such objections to take the action requested in the Updated Survey on Buyer’s Title Objection Notice or before such date, Purchaser shall be deemed to have accepted the form and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptions. If any objections to (i) the Title Commitment or Existing Survey or exceptions to title are made within the Title Review Period, or (ii) the Updated Survey are made before the date specified above, then Seller shall have the right, but does not the obligation except as hereafter provided, to cure (by removal, endorsement or otherwise) such objections on or before the Closing Date in a manner reasonably acceptable to Purchaser. If the objections are not cured by Seller no later than five (5) days before the scheduled Closing Date, then Purchaser may as its only option, elect to either: (i) waive such objection and consummate the transaction contemplated by this Agreement; or (ii) terminate this Agreement, in which event the Xxxxxxx Money shall be returned to Purchaser and neither party shall have any further obligations to the other party except for the Surviving Obligations. Notwithstanding anything to the contrary contained in this Agreement, Seller shall be obligated to remove (or cause the Title Company to affirmatively insure over such newly discovered defect, then Buyer may (a) elect to terminate this Agreement by written notice to Seller in a manner reasonably acceptable to Purchaser) (i) any deeds of trust, mortgages, and related loan documents securing any financing obtained by Seller, including, without limitation, which event the existing loan with Continental Bank, N.A. (the "Existing Loan"), (ii) any mechanic's or materialmen's liens relating to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all of the requirements provisions set forth in Schedule B - Section 1 of 5.4 governing a permitted termination by Buyer shall apply; or (b) accept title as is and proceed to close without any reduction in the Commitment at or prior to the Closing DatePurchase Price.

Title and Survey. 6.1 Seller shallshall convey and Buyer shall accept, at Seller's sole cost subject to the right of Buyer to review and expenseapprove all title matters, obtain documents and deliver plats of record in regard to Purchaser for Purchaser's review a commitment for a standard owner's policy the condition of title to the Property, title such as the Title Company will be willing to approve and insure subject only to Permitted Exceptions as provided for in this Agreement. Buyer acknowledges that it has heretofore received copies of Seller’s existing title insurance along with a copy of each instrument listed as an exception thereon other than Seller's debt instruments policy for the Real Estate (the "“Existing Title Commitment"Policy”) on and of Seller’s existing survey of the Real Property issued by Estate (the Title Company“Existing Survey”). Seller has delivered to Purchaser a copy Promptly following the execution of this Agreement, Buyer may (if it so elects) obtain(see Section 6.4 for allocation of costs) updates of the Existing Survey which Purchaser to the certification standards described upon the Surveyor’s certification attached hereto as Exhibit 13 and made a part hereof (such updated survey hereinafter referred to as the “Updated Survey”); if Buyer does obtain such an Updated Survey, Buyer shall reimburse cause it to be certified to Seller and Buyer shall promptly furnish Buyer, Seller and the Title Company with a copy thereof. Promptly following the execution of this Agreement, Buyer shall also (see Section 6.4 for as provided in Section 4 hereofallocation of costs) obtain a commitment for ALTA Form B Leasehold Title Insurance (the “Title Commitment”); and Buyer shall promptly cause the Title Company to furnish Seller and Buyer with true accurate and complete copies thereof (including true, accurate and complete copies of all underlying title exception documents referenced therein). During Not later than the expiration of the Due Diligence Period, Buyer shall give Seller shall obtain from the Title Company at Seller's sole cost and expense a survey endorsement and, if and to the extent available, contiguity, fairway and PUD endorsements. Purchaser may elect to receive an update to the Existing written notice (“Buyer’s Title/Survey (the "Updated Survey"Notice”) by notifying Seller of such election any title exceptions which are contained in writing prior to November 6, 1997. If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated Survey. Purchaser shall have until the later of November 6, 1997 and the date which is fifteen days after receipt of the Title Commitment and Existing and/or the Survey which are not Permitted Exceptions. Failure by Buyer to give Buyer’s Title/Survey Notice (such date being referred or to as object to any matter referenced in the "Title Review Date"Commitment) for examination of Title Commitment and Existing Survey and the making of any objections thereto, said objections to be made in writing and delivered to Seller on or before the end said date shall constitute Buyer’s final and irrevocable approval of the Title Review Datecondition of title (and to any such unobjected to matter) in and to the Real Estate. If Purchaser shall fail to make any objections on or before the Title Review Date, Purchaser Buyer’s Title/Survey Notice shall be deemed timely given Seller shall have a period of fifteen (15) days following Seller’s receipt of Buyer’s Title/Survey Notice, to commence to remove, correct, cure or satisfy (provided Seller does in fact elect to so remove, correct, cure or satisfy) any title exceptions that were identified in Buyer’s Title/Survey Notice as not being Permitted Exceptions, it being nevertheless agreed that Seller shall have accepted all exceptions no obligation to undertake any action or to incur any expense in order to effectuate any such removal, correction, cure or satisfaction (except that notwithstanding the Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 and 4, and the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters foregoing Seller shall be included required to remove or discharge any fee mortgages or deeds of trust, as well as any other liens in the term "Permitted Exceptions" as used hereinan ascertainable dollar amount). In the event Purchaser that Seller elects not to receive attempt to remove, correct, cure or satisfy the Updated Surveymatters raised in Buyer’s Title/Survey Notice, then Purchaser shall have until or if having elected to do so, does not within thirty (30) days thereafter, (or such additional time as is reasonably necessary (not to exceed an additional fifteen (15) days without Buyer’s written consent) to remove, correct, cure or satisfy the Title Review Date for examination of the Updated Survey and the making of objections to matters shown thereon, such objections to be made in writing and delivered to Seller on or before the expiration of the Title Review Date. If Purchaser shall fail to make matter(s) so raised using commercially reasonable good faith efforts) effectuate any such objections to the Updated Survey on removal, correction, cure or before such datesatisfaction as aforesaid (hereinafter called “title correction”), Purchaser shall be deemed to have accepted the form and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptions. If any objections to (i) the Title Commitment or Existing Survey or exceptions to title are made within the Title Review Period, or (ii) the Updated Survey are made before the date specified above, then Seller Buyer shall have the right, but not the obligation except as hereafter provided, right at its sole option either (a) to cure (by removal, endorsement or otherwise) such objections on or before the Closing Date in a manner reasonably acceptable to Purchaser. If the objections are not cured by Seller no later than five (5) days before the scheduled Closing Date, then Purchaser may as its only option, elect to either: (i) waive such objection and consummate the transaction contemplated by this Agreement; or (ii) terminate this Agreement, in which event the Xxxxxxx Money Deposit shall be returned to Purchaser Buyer and neither party shall thereafter have any further obligations liability hereunder, or (b) to accept such title as is disclosed by the Title Commitment and/or Survey without title correction and without Survey correction and without any reduction to the other party except for Purchase Price, thereby waiving any rights against Seller with respect thereto. Said election shall be made by Buyer within three (3) days following Buyer’s receipt of written notification by Seller that Seller has not effectuated (or has elected not to effectuate) title correction. In the Surviving Obligationsevent that Seller (even though under no duty to do so) shall undertake title correction and/or Survey correction as aforesaid, and shall be successful, this Agreement shall continue in full force and effect and Buyer shall close the transaction contemplated hereby in accordance with the terms hereof. Notwithstanding anything to In the contrary contained in this Agreement, event that Seller shall only be obligated partially successful in obtaining title and/or Survey correction, Buyer shall have the same alternative rights as Buyer would have in the event Seller had declined to remove seek title and/or Survey correction (or cause the Title Company as set forth above). Buyer shall make its election within three (3) days after Buyer’s receipt of written notice from Seller to affirmatively insure over in a manner reasonably acceptable to Purchaser) (i) any deeds of trust, mortgages, and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), (ii) any mechanic's or materialmen's liens relating to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all Buyer of the requirements set forth in Schedule B - Section 1 of extent to which title and/or the Commitment at or prior to the Closing DateSurvey has been corrected.

Title and Survey. (a) Within ten (10) days after the Effective Date, Seller shallshall provide Purchaser, at Seller's sole cost and ’s expense, obtain and deliver to Purchaser for Purchaser's review a title commitment for a standard an ALTA owner's ’s policy of title insurance along on the Real Property (the “Title Commitment”) and copies of all documents referenced in the Title Commitment from Escrow Agent (also referred to herein as the “Title Company”). During the Inspection Period, Purchaser may elect to obtain, at Purchaser’s expense, a survey of the Property (a “Survey”). Upon completion, Purchaser will promptly provide Seller with a copy of each instrument listed as an exception thereon other than Seller's debt instruments (the "Title Commitment") on the Real Property issued by the Title Company. Seller has delivered to Purchaser a copy of the Existing Survey which Purchaser shall reimburse Seller for as provided in Section 4 hereof. During the Due Diligence Period, Seller shall obtain from the Title Company at Seller's sole cost and expense a survey endorsement and, if and to the extent available, contiguity, fairway and PUD endorsements. Purchaser may elect to receive an update to the Existing Survey (the "Updated Survey") by notifying Seller of such election in writing prior to November 6, 1997. If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated Survey. Purchaser shall have until the later end of November 6the Inspection Period to review and object to the condition of title reflected in the Title Commitment or Survey. On or prior to the expiration of the Inspection Period, 1997 and the date which is fifteen days after receipt Purchaser may deliver to Seller a written notice of Purchaser’s objections to any matters raised by its review of the Title Commitment and Existing Survey (such date being referred to as the "“Title Review Date") for examination of Title Commitment and Existing Survey and the making of any objections thereto, said objections to be made in writing and delivered to Seller on or before the end of the Title Review DateObjections”). If Purchaser shall fail does not deliver to make Seller notice of any objections Title and Survey Objections on or before prior to the Title Review Dateexpiration of the Inspection Period, then Purchaser shall be deemed to have accepted all exceptions waived its right to object to any matters appearing on the Title Commitment shown on Schedule B, Section IIand the Survey, except for exceptions 1any matters which Seller is obligated to satisfy or caused to be insured over pursuant to 3.2.2(b) below. Within ten (10) days of receipt of any such notice of Title and Survey Objections as set forth in this Section 3.2.2, 2Seller shall notify Purchaser in writing of Seller’s election to cure, 3 at Seller’s sole expense, such Title and 4Survey Objections or Seller’s election to not cure such Title and Survey Objections (“Seller’s Response Notice”) (provided that Seller shall not be obligated to cure any such Title and Survey Objections that constitute Permitted Exceptions listed in 3.2.2(b) below). If Seller fails to provide Seller’s Response Notice to Purchaser within the ten (10) day period provided above, then Seller will be deemed to have elected to not cure any Title and Survey Objections. If Seller fails to provide the form and substance Seller’s Response Notice or provides the same electing not to cure any of the Existing Title and Survey and all matters shown thereon; all such exceptions and matters shall be included in the term "Permitted Exceptions" as used herein. In the event Purchaser elects to receive the Updated SurveyObjections, then Purchaser shall have until notify Seller and Escrow Agent, within three (3) business days following the Title Review Date for examination later of the Updated Survey and the making receipt of objections to matters shown thereon, such objections to be made in writing and delivered to Seller on Seller’s Response Notice or before the expiration of the ten (10) day period to provide such Seller’s Response Notice, of Purchaser’s election, in its sole and absolute discretion, to either (i) terminate this Agreement (whereupon this Agreement shall terminate and Purchaser shall receive the Xxxxxxx Money from Escrow Agent) or (ii) proceed to Closing and accept title to the Real Property subject to those Title Review Dateand Survey Objections which Seller so notified Purchaser would not be cured. If Purchaser shall fail fails to make any such objections to the Updated Survey on or before such datenotify Seller within three (3) business days following receipt of Seller’s Response Notice as provided above, then Purchaser shall be deemed to have accepted the form and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptions. If any objections elected to (i) the Title Commitment or Existing Survey or exceptions to accept title are made within the Title Review Period, or (ii) the Updated Survey are made before the date specified above, then Seller shall have the right, but not the obligation except as hereafter provided, to cure (by removal, endorsement or otherwise) such objections on or before the Closing Date in a manner reasonably acceptable to Purchaser. If the objections are not cured by Seller no later than five (5) days before the scheduled Closing Date, then Purchaser may as its only option, elect to either: (i) waive such objection and consummate the transaction contemplated by this Agreement; or (ii) terminate this Agreement, in which event the Xxxxxxx Money shall be returned to Purchaser and neither party shall have any further obligations to the other party except for the Surviving Obligations. Notwithstanding anything Real Property subject to the contrary contained in this Agreement, those Title and Survey Objections which Seller shall so notified Purchaser would not be obligated to remove (or cause the Title Company to affirmatively insure over in a manner reasonably acceptable to Purchaser) (i) any deeds of trust, mortgages, and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), (ii) any mechanic's or materialmen's liens relating to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all of the requirements set forth in Schedule B - Section 1 of the Commitment at or prior to the Closing Datecured.

Title and Survey. Seller shall, at Seller's sole cost and expense, obtain and will cause the Title Company to deliver to Purchaser for Purchaser's review a an updated title commitment for a standard owner's policy of title insurance along with a copy of each instrument listed as an exception thereon other than Seller's debt instruments (the "“Title Commitment"”) on the Real Property issued by the Title Company. Property, and Seller has previously delivered to Purchaser a copy an ALTA survey (the “Survey”) of the Existing Land and Improvements. If Purchaser, in its sole discretion, objects to the Survey which or any of the exceptions shown in the Title Commitment or any other matter affecting title to the Real Property, Purchaser shall reimburse provide Seller for as provided in Section 4 hereof. During the Due Diligence Period, Seller shall obtain from the Title Company at Seller's sole cost and expense with a survey endorsement and, if and to the extent available, contiguity, fairway and PUD endorsements. Purchaser may elect to receive an update to the Existing Survey written notice of such objections (the "Updated Survey") by notifying Seller “Objection Letter”), which notice shall contain a reasonably detailed explanation of such election in writing prior to November 6objections, 1997no later than 5:00 P.M. Eastern Time on December 7, 2010. If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and does not deliver to Purchaser for Purchaser's review the Updated Survey. Purchaser shall have until the later of November 6, 1997 and the date which is fifteen days after receipt of the Title Commitment and Existing Survey (an Objection Letter by 5:00 P.M. Eastern time on such date being referred to as the "Title Review Date") for examination of Title Commitment and Existing Survey and the making of any objections thereto, said objections to be made in writing and delivered to Seller on or before the end of the Title Review Date. If Purchaser shall fail to make any objections on or before the Title Review Datedate, Purchaser shall be deemed to have accepted all exceptions to contained in the Title Commitment shown on Schedule B(other than the Seller Encumbrances), Section II, except for exceptions 1, 2, 3 and 4, and the form and substance of the Existing Survey and all matters shown thereon; all . All such exceptions and matters and any exceptions or matters caused by or through Purchaser shall be included in the term "“Permitted Exceptions" as used herein”. In the event Purchaser elects to receive the Updated Survey, then Purchaser shall have until the Title Review Date for examination of the Updated Survey and the making of objections to matters shown thereon, such objections to be made in writing and delivered to Seller on or before the expiration of the Title Review Date. If Purchaser shall fail to make any such objections to the Updated Survey on or before such dateare timely made by Purchaser, Purchaser shall be deemed to have accepted the form and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptions. If any objections to (i) the Title Commitment or Existing Survey or exceptions to title are made within the Title Review Period, or (ii) the Updated Survey are made before the date specified above, then Seller shall have the right, but not the obligation except as hereafter providedobligation, exercisable by delivery of a notice to Purchaser (the “Seller’s Response Notice”) no later than 5:00 P.M. Eastern Time on that date which is two (2) Business Days after Seller’s receipt of the Objection Letter (the “Seller’s Response Period”) to cure (by removal, endorsement or otherwise) such objections on in the manner specified in the Seller’s Response Notice within the time periods provided herein. The procurement by the Seller of a commitment for the issuance of a title policy or before endorsement thereto by the Closing Date in Title Company insuring Purchaser against the exception or other matter shall be deemed a manner reasonably acceptable cure of such exception or matter as long as the Title Company agrees to Purchaserdelete such exception or affirmatively insure over such exception. If the there are objections are timely made by Purchaser that Seller elects or is deemed to have elected not cured by Seller no later than five (5) days before the scheduled Closing Dateto cure, then Purchaser may as its only optionshall have the right, elect to either: upon the earlier of (i) waive such objection and consummate the transaction contemplated by this Agreement; receipt of Seller’s Response Notice or (ii) the expiration of the Seller’s Response Period to either (a) terminate this Agreement, in which event Agreement (whereupon the Xxxxxxx Money Deposit shall be returned to Purchaser and neither party shall have less the amount of any further obligations damages allegedly payable to Seller pursuant to the other party except for the Surviving Obligations. Notwithstanding anything to the contrary contained in this Agreement, Seller shall be obligated to remove (or cause the Title Company to affirmatively insure over in a manner reasonably acceptable to Purchaser) (i) any deeds of trust, mortgages, and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), (ii) any mechanic's or materialmen's liens relating to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all of the requirements indemnification set forth in Schedule B - Section 1 of the Commitment at or prior to the Closing Date.4.06) or

Title and Survey. Seller The Purchaser shall, at Seller's sole cost and expensepromptly following the Delivery Date, obtain (i) a preliminary title insurance commitment (the “Title Commitment”) issued by First American Title Insurance Company or its duly authorized agent (the “Title Company”) covering the Property and deliver to Purchaser for Purchaser's review a commitment for a standard owner's policy improvements, with such Title Commitment setting forth the status of title insurance along with to the Property and showing all liens, claims, encumbrances, easements, rights-of-way, encroachments, reservations, restrictions and any other matters of record affecting the Property; and, (ii) a copy of each instrument listed all recorded documents referred to in the title report as an exception thereon other than Seller's debt instruments exceptions to the title to the Property (the "“Title Commitment") on Documents”). The Purchaser shall, promptly following the Real Property issued by Delivery Date, cause to be prepared and furnished to Purchaser and the Title Company. Seller has delivered , a current as-built survey satisfactory to Purchaser a copy of the Existing Survey which Purchaser shall reimburse Seller for as provided in Section 4 hereof. During Purchaser’s lender and certified to the Due Diligence PeriodPurchaser, Seller shall obtain from its lender, the Title Company at Seller's sole cost and expense a survey endorsement andeach of their successors and assigns, if and to meeting the extent available, contiguity, fairway and PUD endorsements. Purchaser may elect to receive minimum standard detail requirements for an update to the Existing ALTA/ACSM Land Title Survey (the "Updated “Survey"”) of the Property prepared by notifying a duly licensed Delaware land surveyor. The Purchaser shall, within thirty (30) days (the “Title Approval Date”), inform the Seller of such election in writing prior as to November 6, 1997any survey or title defects or other objections regarding the Property disclosed by the Survey or Title Commitment that the Purchaser is unwilling to accept. If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated Survey. Purchaser shall have until the later of November 6, 1997 and the date which is fifteen Within five (5) business days after receipt of the Title Commitment and Existing Survey (such date being referred to as the "Title Review Date") for examination of Title Commitment and Existing Survey and the making of any timely written title or survey objections theretofrom Purchaser, said objections to be made in writing and delivered to Seller on or before the end of the Title Review Date. If Purchaser shall fail to make any objections on or before the Title Review Date, Purchaser shall be deemed to have accepted all exceptions to the Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 and 4, and the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters shall be included in the term "Permitted Exceptions" as used herein. In the event Purchaser elects to receive the Updated Survey, then Purchaser shall have until the Title Review Date for examination of the Updated Survey and the making of objections to matters shown thereon, such objections to be made in writing and delivered to Seller on or before the expiration of the Title Review Date. If Purchaser shall fail to make any such objections to the Updated Survey on or before such date, Purchaser shall be deemed to have accepted the form and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptions. If any objections to may either (i) the Title Commitment or Existing Survey or exceptions elect to title are made within the Title Review Periodcure such objection(s), or (ii) decline to cure some or all of such objections. If Seller shall notify Purchaser that it declines to cure any such title objections, or if Seller elects to cure such title objections, but then fails or is unable to complete such cure within the Updated Survey time allowed, or if during such time period Seller delivers a written notice to Purchaser that such objections are made before the date specified abovenot curable, then in such event, Purchaser may, by written notice to Seller shall have delivered within five (5) business days after the rightexpiration of such time or the delivery of such written notice, but not either (i) terminate this Agreement by giving the obligation except as hereafter providedSeller written notice of such termination; (ii) cure such defects or objections at its own expense and proceed to Closing with no reduction in the Purchase Price; or, (iii) waive such defects, with no reduction in the Purchase Price, proceed to cure (Closing and take title subject to such objections, in which case all title matters objected to by removal, endorsement or otherwise) such objections on or before the Closing Date in a manner reasonably acceptable to Purchaser. If the objections are Purchaser which were not cured by Seller no later than five (5) days before shall be deemed Permitted Exceptions hereunder. If the scheduled Closing Date, then Purchaser may as its only option, elect so elects to either: (i) waive such objection and consummate the transaction contemplated by this Agreement; or (ii) terminate this Agreement, Escrow Agent shall return to Purchaser all monies paid on account of the Purchase Price hereunder, together with all interest, if any, accrued thereon without deduction or offset, in which event the Xxxxxxx Money shall be returned to Purchaser and neither party shall have any further obligations to the other party except for the Surviving Obligations. Notwithstanding anything to the contrary contained in this Agreementcase, Seller shall be obligated to remove (or cause reimburse Purchaser for the Title Company to affirmatively insure over reasonable out-of-pocket costs actually incurred by Purchaser in a manner reasonably acceptable to Purchaser) (i) any deeds anticipation of trust, mortgages, and related loan documents securing any financing obtained by Sellerconsummating the transactions described herein, including, without limitation, those expenses related to applications to lenders for financing of this transaction, third party inspection reports and title and survey examination in an amount not to exceed $10,000, and thereafter the existing loan with Continental Bankparties hereto shall have no further obligations or liabilities to one another hereunder (except for obligations which by their terms survive the termination of this Agreement). If the Purchaser (i) fails to notify the Seller of any survey or title defects or objections to the Property on or before the Title Approval Date, N.A. (the "Existing Loan"), or (ii) has notified the Seller of defects or objections which remain uncured by the Seller by Closing and the Purchaser has not terminated this Agreement, all matters relating to the Survey or title to the Property disclosed on the Survey and the Title Commitment as of their respective dates shall be Permitted Exceptions hereunder. Notwithstanding anything in this Agreement to the contrary, and notwithstanding any approval or consent given by Purchaser hereunder, Seller shall cause all mortgages and deeds of trust encumbering Seller’s interest in the Property, all judgments against the Seller and/or the Property to be satisfied and vacated, and all mechanic's or materialmen's ’s liens filed against the Property relating to work done performed on the Property, to be released and reconveyed from the Property, or, with respect to such judgments and mechanic’s liens, otherwise bonded, on or prior to Settlement, and shall cause the Title Company to insure title to the Real Property as vested in Purchaser without any exception for such matters. After the Title Approval Date but prior to Closing or the termination of this Agreement, Seller shall not enter into any easements, encumbrances or other title matters or recordable instrument affecting the Property, nor take any action to cause title to the Property to differ from the condition of title set forth in the Title Commitment and approved by Purchaser, without Purchaser’s consent. Notwithstanding anything in this Agreement to the contrary, and notwithstanding any approval or consent given by Purchaser hereunder, at Closing, Seller shall convey good and marketable fee simple title to the Property, free and clear of all liens, encumbrances, conditions and restrictions to Purchaser by special warranty deed and shall convey Seller’s interest in the Personalty to Purchaser by xxxx of sale. Purchaser hereby expressly permits and acknowledes that Seller has caused to be recorded in the land records of Kent County, Delaware those certain (i) Grant of Easement conveying a non-exclusive access easement over certain portions of the Property for the benefit of Dover Litho Printing Company, recorded on behalf June 21, 2005 as Instrument 2005-17546, a copy of Seller which is attached hereto as Exhibit M; (ii) and Declaration of Easement conveying an exclusive easement for foot and vehicular ingress, egress and regress for the benefit of Best Buy Stores, L.P., recorded June 21, 2005 as Instrument 2005-17544, a copy of which is attached hereto as Exhibit N; and (iii) any tax or judgment liens against Seller. Seller agrees Declaration of Easement conveying an irrevocable non-exclusive easement for foot and vehicular ingress, egress and regress, recorded June 21, 2005 as Instrument 2005-17545, a copy of which is attached hereto as Exhibit O. It shall be a condition to use best efforts Closing that the Title Company issue to satisfy all Purchaser a standard ALTA Owner’s Policy of Title Insurance (the “Title Policy”), in the amount of the requirements set forth in Schedule B - Section 1 of the Commitment at or prior Purchase Price, insuring that fee simple title to the Closing DateProperty is vested in Purchaser, which Title Policy be issued by the Title Company at standard rates, and without exception for any items, including the standard exceptions, other than Permitted Exceptions.

Title and Survey. 7.3.1 Within three (3) days after the Opening of Escrow, Seller shall, shall obtain (at Seller's its sole cost and expense, obtain ) and deliver have delivered to Purchaser for Purchaser's review Buyer a commitment for a standard owner's policy preliminary report of title insurance along with a copy prepared by the title department of each instrument listed as an exception thereon other than Seller's debt instruments Escrow Holder regarding the Property (the "“Title Commitment") on the Real Property issued by the Title Company”). Seller has delivered to Purchaser a copy of the Existing Survey which Purchaser shall reimburse Seller for as provided in Section 4 hereof. During the Due Diligence Period, Seller shall obtain from the Title Company at Seller's sole cost and expense a survey endorsement and, if and to the extent available, contiguity, fairway and PUD endorsements. Purchaser may elect to receive an update to the Existing Survey (the "Updated Survey") by notifying Seller of such election in writing prior to November 6, 1997. If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated Survey. Purchaser Buyer shall have until the later of November 6, 1997 and the date which is fifteen thirty (30) days after following its receipt of the Title Commitment and Existing Survey any survey provided to Buyer pursuant to Section 7.3.2 below (such date being referred “Title Objection Period”) in which to as the "Title Review Date") for examination of Title Commitment and Existing Survey and the making notify Seller in writing of any objections theretoBuyer has, said in Buyer’s sole and absolute discretion, to any matters shown on the Title Commitment (“Title Objection Notice”). All objections raised by Buyer in the manner herein provided are hereafter called “Objections.” Seller may make reasonable efforts to be made remedy or remove all Objections (or agree irrevocably in writing and delivered to Seller on remedy or before the end remove all such Objections at or prior to Closing) within fifteen (15) days following Seller’s receipt of the Title Review DateObjection Notice (“Seller’s Cure Period”). If Purchaser In the event Seller is unable or unwilling to remedy or cause the removal of any Objections (or agrees irrevocably to do so at or prior to Closing) within Seller’s Cure Period, then Buyer, within ten (10) days after the expiration of Seller’s Cure Period, shall fail deliver to make Seller written notice electing, in Buyer’s sole and absolute discretion, to either (i) terminate this Agreement, or (ii) unconditionally waive any objections on or before the Title Review Datesuch Objections, Purchaser failing which Buyer shall conclusively be deemed to have accepted all exceptions to the Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 and 4, and the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters shall be included in the term "Permitted Exceptions" as used hereinelected (i) above. In the event Purchaser elects to receive the Updated Survey, then Purchaser shall have until the Title Review Date for examination of the Updated Survey and the making of objections to matters shown thereon, such objections to be made in writing and delivered to Any new title or survey information received by Seller on or before Buyer after the expiration of the Title Review Date. If Purchaser Objection Period or Seller’s Cure Period, as applicable, from a supplemental title report, survey or other source which is not the result of the acts or omissions of Buyer or its agents, contractors or invitees (each, a “New Title Matter”) shall fail to make any such objections be subject to the Updated Survey on or before such date, Purchaser same procedure provided in this Section 7.3 (and the Date of Closing shall be deemed to extended commensurately if the Closing would have accepted occurred but for those procedures being implemented for a New Title Matter), except that the form Buyer’s Title Objection Period and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters Seller’s Cure Period for any New Title Matters shall be included as Permitted Exceptions. If any objections to (i) the Title Commitment or Existing Survey or exceptions to title are made within the Title Review Period, or (ii) the Updated Survey are made before the date specified above, then Seller shall have the right, but not the obligation except as hereafter provided, to cure (by removal, endorsement or otherwise) such objections on or before the Closing Date in a manner reasonably acceptable to Purchaser. If the objections are not cured by Seller no later than five (5) business days before the scheduled Closing Date, then Purchaser may as its only option, elect to either: (i) waive such objection and consummate the transaction contemplated by this Agreement; or (ii) terminate this Agreement, in which event the Xxxxxxx Money each. Close of Escrow shall be returned delayed as needed to Purchaser and neither party shall have any further obligations to the other party except for the Surviving Obligations. Notwithstanding anything to the contrary contained in this Agreement, Seller shall be obligated to remove (or cause the Title Company to affirmatively insure over in a manner reasonably acceptable to Purchaser) (i) any deeds of trust, mortgages, and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), (ii) any mechanic's or materialmen's liens relating to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all of the requirements set forth in Schedule B - Section 1 of the Commitment at or prior to the Closing Dateaccommodate such additional time periods.