Common use of Title and Survey Clause in Contracts

Title and Survey. (a) Tenant may obtain a title insurance commitment for the Premises (the “Title Commitment”) issued by Old Republic Title, First American Title or another title insurance company acceptable to Tenant (the “Title Company”) in the amount of the leasehold interest in the Premises and the Improvements, committing to insure Tenant against loss on account of any defect or encumbrance in the title, unless herein excepted and an ALTA survey of the Premises (the “Survey”). (b) On the Effective Date, Landlord shall deliver to the Title Company, with a copy thereof to Tenant, (i) an affidavit with respect to (i) mechanic’s liens, certifying that as of the Effective Date there are no known unpaid bills rendered or to be rendered for services performed or materials furnished to the Premises or that the same will be paid in the ordinary course of business; and (ii) parties in possession, certifying that on the Effective Date, there are no parties other than Landlord in possession of the Premises; and (iii) provided the same do not expand any liability of Landlord beyond the terms of the Lease, any other affidavits or documents reasonably required by the Title Company to enable the Title Company to record a memorandum of this Lease, delete the standard title exceptions from Tenant’s title insurance policy (assuming Tenant has obtained a satisfactory Survey) and issue said title policy in the form reasonably required by Tenant. (c) After the date hereof, Landlord shall in no way encumber or burden the Premises (except as expressly permitted under this Lease) without the prior written consent of Tenant, such consent not to be unreasonably withheld, conditioned or delayed.

Title and Survey. (a) Tenant may obtain GES has delivered to the Company a preliminary title insurance commitment for the Premises (the “Title Commitment”) ), sufficient for the issuance of a TLTA Owner Policy of Title Insurance with respect to the Real Estate in the amount of $3,900,000.00 (the “Title Policy”), issued by Old Republic Title, First American Title or another title insurance company acceptable to Tenant Company of Houston, 0000 Xxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000 (the “Title Company”) in the amount of the leasehold interest in the Premises and the Improvements, committing to insure Tenant against loss on account of any defect or encumbrance in the title, unless herein excepted and an ALTA survey of the Premises as agent for First American Title Insurance Company (the “SurveyTitle Underwriter”), together with true, correct and legible copies of all instruments referred to therein as conditions or exceptions to title. The Company will have ten (10) days after receipt of the last of the Title Commitment, 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 objections hereunder are made by the Company within the time allowed, GES shall notify the Company within five (5) days of receipt of such objections as to 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 under this paragraph of its intent to cure such objections or if GES elects not to cure all of such objections, the Company shall have only the right, 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 elected option (b) above. Should GES elect to cure the Company’s objections and fail to do so within the time allowed hereunder, the Company may elect to extend the Closing Date as necessary to allow GES to cure such objections, or to terminate this Agreement, or to waive such objections and proceed to Closing under the provisions as stated herein. Those exceptions that appear in the Title Commitment and conditions shown on the Updated Survey (defined below), in each case as accepted by the Company pursuant to the terms of Section 9.5, shall constitute the “Permitted Exceptions”; provided, however, that the term “Permitted Exceptions” shall not include any Liens or title defects that GES is obligated to cure hereunder or agrees to cure before the Closing. (b) On GES has delivered to the Company a Texas Society of Professional Surveyors Category 1A, Condition II, as-built survey for the Real Estate (“Original Survey”). The Company may, at the Company’s sole discretion and expense, have prepared by a Texas registered land surveyor, and deliver to GES, not later than thirty (30) days after the Effective Date, Landlord shall deliver an updated survey of the Real Estate (“Updated Survey”) and metes and bounds field note description thereof, properly certified to the Company and the Title Company. The Original Survey and the Updated Survey (collectively, with a copy thereof to Tenantthe “Surveys”), shall: (i) an affidavit identify the Real Estate by metes and bounds or platted lot description; (ii) show that such Survey was made and staked on the ground with respect to corners permanently marked; (iiii) mechanic’s liens, certifying that as set forth the dimensions and total area of the Effective Date there are no known unpaid bills rendered Real Estate; (iv) show the location of all Improvements, highways, streets, roads, railroads, rivers, creeks, or other waterways, fences, easements, and rights of way on the Real Estate with all easements and rights of way referenced to be rendered for services performed or materials furnished to the Premises or that the same will be paid in the ordinary course of businesstheir recording information; and (iiv) parties show any discrepancies or conflicts in possessionboundaries, certifying that any visible encroachments, and any portion of the Real Estate lying within the 100-year floodplain as shown on the Effective Date, there are no parties other than Landlord current Federal Emergency Management Agency map. The Company may within fifteen (15) days after its receipt of each Survey object in possession writing to any matter that constitutes a defect or encumbrance to title on such Survey or if such Survey shows any part of the Premises; and (iii) provided Real Estate to lie in a 100-year floodplain area. 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. The Company’s failure to make an objection with regard to the Original Survey shall constitute a waiver of the Company’s right to make the same do not expand any liability objection to the Updated Survey. If objections hereunder are made by the Company within the time allowed, such objections shall be dealt with in accordance with the provisions of Landlord beyond Section 9.5(a). The legal description used in the terms Updated Survey and approved by the Company and GES shall be utilized in the Deed and other documents and schedules related to this Agreement, including Schedule 2.1(e) of the LeaseGES Disclosure Schedules (which schedule shall, any other affidavits or documents reasonably required by notwithstanding Section 4.23, be updated with such description from the Title Company to enable the Title Company to record a memorandum of this Lease, delete the standard title exceptions from Tenant’s title insurance policy (assuming Tenant has obtained a satisfactory Survey) and issue said title policy in the form reasonably required by TenantUpdated Survey that is so approved). (c) After At the date hereofClosing, Landlord the Company shall, at the Company’s sole cost and expense, obtain the Title Policy with respect to the Real Estate. The Title Policy shall show fee simple title to the Real Estate vested in no way encumber or burden the Premises Company, subject only to: (except as expressly permitted under this Leasea) without current real estate Taxes not yet due and payable, the prior written consent of Tenant, such consent not liability for which is apportioned pursuant to be unreasonably withheld, conditioned or delayedSection 9.9; and (b) the Permitted Exceptions.

Title and Survey. (a) Tenant may obtain a Seller shall convey to Purchaser by limited warranty deed good, marketable and insurable title insurance commitment to the Property free and clear of all liens, leases, encumbrances, tenants, encroachments, restrictions, covenants, assessments, charges, agreements, taxes and easements, except for the Premises (Permitted Title Exceptions determined in accordance with this Section 601. The Permitted Title Exceptions shall include only the “Title Commitment”) issued by Old Republic Title, First American Title or another title insurance company acceptable to Tenant (the “Title Company”) in the amount of the leasehold interest in the Premises and the Improvements, committing to insure Tenant against loss on account of any defect or encumbrance in the title, unless herein excepted and an ALTA survey of the Premises (the “Survey”). (b) On the Effective Date, Landlord shall deliver to the Title Company, with a copy thereof to Tenant, following: (i) an affidavit with respect to (i) mechanic’s liens1999 state, certifying that county and municipal ad valorem taxes on the Property which are a lien but not yet due and payable as of Closing; (ii) the Effective Date there are no known unpaid bills rendered Leases; (iii) easements for the maintenance of public utilities that serve and benefit the Property, and slope and right-of-way easements for adjacent public rights-of-way which do not affect the use or to be rendered for services performed or materials furnished to value of the Premises or that the same will be paid in the ordinary course of businessProperty; and (iiiv) parties the existing lien documents set forth in possession, certifying Exhibit "A" attached hereto provided that on the Effective Date, there are no parties other than Landlord amount secured thereunder does not exceed the amount set forth in possession of the PremisesArticle 302; and (iiiv) provided the same do not expand any liability of Landlord beyond the terms exceptions listed in Schedule B of the LeaseTitle Insurance Commitment previously furnished Purchaser, except for 1998 property taxes; however Permitted Title Exceptions shall not be deemed to include any other affidavits matters occurring after the effective date of the aforesaid Title Insurance Commitment. Purchaser shall have the right to re-examine title to the Property on or documents reasonably required by immediately prior to the Title Company to enable the Title Company to record a memorandum day of this LeaseClosing. If such examination reveals any new defects or encumbrances, delete the standard title exceptions from Tenant’s title insurance policy (assuming Tenant has obtained a satisfactory Survey) and issue said title policy Purchaser may object thereto in the form reasonably required by Tenant. (c) After writing on or before the date of Closing, and in such event Seller shall have up to five (5) days thereafter to cure same or Purchaser may cancel this Agreement and receive a full return of its Xxxxxxx Money. Seller agrees that it shall not voluntarily encumber title to the Property after the date of final execution hereof, Landlord shall in no way encumber or burden the Premises (except as expressly permitted under this Lease) without the prior written consent of Tenant, such consent not to be unreasonably withheld, conditioned or delayed.

Title and Survey. Within five (a5) Tenant may obtain a title insurance commitment for the Premises (the “Title Commitment”) issued by Old Republic Title, First American Title or another title insurance company acceptable to Tenant (the “Title Company”) in the amount of the leasehold interest in the Premises and the Improvements, committing to insure Tenant against loss on account of any defect or encumbrance in the title, unless herein excepted and an ALTA survey of the Premises (the “Survey”). (b) On Business Days following the Effective Date, Landlord the Company shall deliver to the Title Company, with a copy thereof to Tenant, (i) an affidavit with respect to (i) mechanic’s liens, certifying that as Purchaser copies of the Effective Date there most recent title policies and surveys of the Real Property that are no known unpaid bills rendered in the Company’s possession or control (if any). Purchaser shall have the right to be rendered obtain new or updated title commitments and/or surveys for services performed or materials furnished the Real Property and Purchaser shall provide copies of any such updates to the Premises Company within five (5) Business Days after its receipt thereof. At least ten (10) Business Days prior to the expiration of the Inspection Period, Purchaser shall 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 which Purchaser objects in its sole and absolute discretion. The Company shall have the right, but not the obligation, to remove, satisfy or otherwise cure any such exception or other matter as to which Purchaser so objects. If the 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 same will failure of the Company to give such notice within three (3) Business Days after its receipt of Purchaser’s notice of objection shall be paid deemed an election by the Company not 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 (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 ordinary course of business; and (ii) parties in possession, certifying that Purchase Price on account thereof. Purchaser shall make any such election by written notice to the Effective Date, there are no parties other than Landlord in possession Company given on or prior to the expiration of the PremisesInspection Period; provided, however, if the Company commences to cure a title defect and (iii) provided the same do not expand any liability of Landlord beyond the terms of the Lease, any other affidavits or documents reasonably required by the Title Company to enable the Title Company to record a memorandum of this Lease, delete the standard title exceptions from Tenant’s title insurance policy (assuming Tenant has obtained a satisfactory Survey) and issue said title policy in the form reasonably required by Tenant. (c) After the date hereof, Landlord shall in no way encumber or burden the Premises (except as expressly permitted under this Lease) without the prior written consent of Tenant, such consent 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 unreasonably withheld, conditioned or delayeddeemed an election by Purchaser to proceed to Closing in accordance with clause (b) above.

Title and Survey. Seller covenants and agrees that Seller, at its sole ---------------- cost and expense, shall, on or before ten (a10) Tenant may obtain a title insurance commitment for days after the Premises (the “Title Commitment”) issued by Old Republic Title, Effective Date of this Agreement cause First American Title Insurance Company, or another such other such title insurance company acceptable to Tenant Purchaser (herein referred to as the “"Title Company”"), to deliver to Purchaser its commitment (herein referred to as 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 leasehold interest 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 Premises "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 Improvements, committing to insure Tenant against loss on account right of any defect or encumbrance in the title, unless herein excepted and Tenants (as hereinafter defined) under the Leases. If the Title Commitment shall contain an ALTA exception for the state of facts which would be disclosed by a survey of the Premises 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 as-built survey which Seller shall obtain at its sole cost and expense for the benefit of Purchaser. Seller shall also cause to be delivered to Purchaser together with such Title Commitment, legible copies of all documents and instruments referred to therein. Purchaser, upon receipt of the Title Commitment and the copies of the documents and instruments referred to therein, shall then have twenty (20) days from the “Survey”). (b) On later of the date of such delivery or the Effective DateDate during which to examine the same, Landlord after which Purchaser shall deliver notify Seller of any defects or objections affecting the marketability of the title to the Property including the Permitted Exceptions. Purchaser shall also have the right to object to any matters arising subsequent to the date of the Title CompanyCommitment. Seller shall then have until the Closing to cure such defects and objections and shall, with a copy thereof in good faith, exercise reasonable diligence to Tenantcure such defects and objections. If Seller fails to satisfy such defects or objections by the date of Closing, then, at the option of Purchaser: (i) an affidavit with respect if any such 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 (i) secure debt, mechanic’s 's or materialman's liens, certifying that as of or other such monetary encumbrances, Purchaser shall have the Effective Date there are no known unpaid bills rendered right to cure such defects or to objections, in which event the Purchase Price shall be rendered for services performed or materials furnished reduced by an amount equal to the Premises costs and expenses incurred by Purchaser in connection with the curing of such defects or that objections, and upon such curing, the same will be paid Closing hereof shall proceed in accordance with the ordinary course terms of businessthis Agreement; and or (ii) parties Purchaser shall have the right to terminate this Agreement 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 possessionthe Purchase Price, certifying that on in which event such defects and objections shall be deemed "Permitted Exceptions"; or (iv) Purchaser may elect to extend the Effective DateClosing for thirty (30) days in order to allow Seller additional time to satisfy such defects and objections. If the Purchaser elects option (iv) above, there and such defects and objections are no parties other than Landlord not cured by Seller to the satisfaction of Purchaser within such extended time period, Purchaser shall then have the options set forth in possession of the Premises; items (i), (ii), and (iii) provided the same do not expand any liability of Landlord beyond the terms of the Lease, any other affidavits or documents reasonably required by the Title Company to enable the Title Company to record a memorandum of this Lease, delete the standard title exceptions from Tenant’s title insurance policy (assuming Tenant has obtained a satisfactory Survey) and issue said title policy in the form reasonably required by Tenantabove. (c) After the date hereof, Landlord shall in no way encumber or burden the Premises (except as expressly permitted under this Lease) without the prior written consent of Tenant, such consent not to be unreasonably withheld, conditioned or delayed.

Title and Survey. CWS shall have the period from the date hereof to and eliding at 5:00 p.m. on the date that is forty-five (45) days from the date hereof (the "Inspection Period") to determine whether the title to all of the real property constituting part of the Assets (as that term is defined in Section 3.2 hereof) (the "Property") is marketable and/or insurable (subject to the exceptions set forth in Schedule 7.5) at regular rates. If CWS determines during the Inspection Period that such title is neither marketable nor insurable (subject to the exceptions set forth in Schedule 7.5) at regular rates, CWS shall give Barnstable a written notice delivered prior to the termination of the Inspection Period setting forth any objections (the "CWS Title Objections") that CWS has to title or survey matters affecting the marketability or insurability, as the case may be (subject to the exceptions set forth in Schedule 7.5), of the Property. For purposes of this Agreement, the standards of title of the Massachusetts Conveyancers Association, to the extent applicable, shall govern the determination of marketable and/or insurable title (subject to the exceptions set forth in Schedule 7.5) at regular rates. Barnstable shall have the option to cure the CWS Title Objections within thirty (30) days after the date of such notice. If Barnstable elects not to cure or is unable to cure the CWS Title Objections by said date, CWS shall have the option to be exercised within 10 days of said date (in its sole discretion) of either (a) Tenant accepting the title as it then is for all purposes under this Agreement, waiving any additional rights CWS may obtain a title insurance commitment for have arising from such CWS Title Objections, and proceeding to carry out the Premises (the “Title Commitment”) issued by Old Republic Titletransactions contemplated herein, First American Title or another title insurance company acceptable to Tenant (the “Title Company”) in the amount of the leasehold interest in the Premises and the Improvements, committing to insure Tenant against loss on account of any defect or encumbrance in the title, unless herein excepted and an ALTA survey of the Premises (the “Survey”). (b) On the Effective Dateterminating this Agreement, Landlord whereupon this Agreement shall deliver to the Title Company, with a copy thereof to Tenant, (i) an affidavit with respect to (i) mechanic’s liens, certifying that as of the Effective Date there are terminate and CWS and Barnstable shall have no known unpaid bills rendered or to be rendered for services performed or materials furnished to the Premises or that the same will be paid in the ordinary course of business; and (ii) parties in possession, certifying that on the Effective Date, there are no parties other than Landlord in possession of the Premises; and (iii) provided the same do not expand any liability of Landlord beyond the terms of the Lease, any other affidavits or documents reasonably required by the Title Company to enable the Title Company to record a memorandum of this Lease, delete the standard title exceptions from Tenant’s title insurance policy (assuming Tenant has obtained a satisfactory Survey) and issue said title policy in the form reasonably required by Tenant. (c) After the date hereof, Landlord shall in no way encumber or burden the Premises (except as expressly permitted under this Lease) without the prior written consent of Tenant, such consent not to be unreasonably withheld, conditioned or delayed.further

Title and Survey. A. The Premises shall be conveyed to Purchaser at Closing by a recordable limited warranty deed in the form of Exhibit C attached hereto and made a part hereof and shall be subject to (ai) Tenant may obtain the lien of non-delinquent real estate taxes and assessments, (ii) the rights of Tenants under the Leases, (iii) acts and deeds of Purchaser, (iv) the matters approved or deemed approved by Purchaser, which are the following exceptions set forth in Schedule B, Section 2 of the Title Commitment (as defined below): 5 (modified to show that the final installment of 1995 taxes have been paid), 6-7, 9 (modified to reference the ALTA Survey, as defined below), 12, 13 and 16 (with an endorsement which protects Purchaser against any loss or cost resulting from the mechanics' lien that is the subject of exceptions 13 and 16), and (v) Ameritech lien claims (as defined in 6.B(iii) below) (collectively called the "Permitted Exceptions"). B. Seller has furnished to Purchaser a commitment ("Title Commitment") for ALTA (Form B, rev. 10/17/70) Owner's Title Insurance Policies showing title insurance commitment for to the Premises (the “Title Commitment”) issued by Old Republic Titlein Seller, First American Title or another title insurance company acceptable and proposing to Tenant (the “Title Company”) insure Purchaser in the amount of the leasehold interest in the Premises Purchase Price, and the Improvements, committing to insure Tenant against loss on account of any defect or encumbrance in the title, unless herein excepted and an ALTA survey of the Premises (the “Survey”). (b) On the Effective Date, Landlord shall deliver to issued by the Title Company, with a copy thereof . The Title Commitment was accompanied by copies of the underlying title exception documents referred to Tenant, (i) an affidavit with respect therein and set forth the requirements for the deletion of the standard title policy exceptions pertaining to (i) mechanic’s liens, certifying that as rights of the Effective Date there are no known unpaid bills rendered or to be rendered for services performed or materials furnished to the Premises or that the same will be paid in the ordinary course of business; and (ii) parties in possession, certifying that on (ii) easements not shown by the Effective Datepublic records, there are no parties other than Landlord in possession of the Premises; and (iii) provided mechanic's lien claims (other than possible mechanic's lien claims arising under contracts let by, through or under Ameritech in connection with tenant improvements in the same do Ameritech premises) (Ameritech lien claims), and (iv) survey matters. If the Title Commitment is amended to disclose new matters which are not expand permitted pursuant to Sections 6.A(i)- (iii) above or which are otherwise reasonably objected to by Purchaser, Purchaser shall give written notice specifying such fact to Seller on or before five (5) Business Days after Purchaser receives written notice of such new exception, and Seller shall have (at Seller's election) thirty (30) days after the date of receipt of Purchaser's written notice ("Title Cure Period") to cure the basis of the objection. If Seller (in its sole discretion) does not cure such matters within the Title Cure Period, Purchaser may, within two (2) Business Days after receipt of notice from Seller that Seller does not elect to cure the matter objected to by Purchaser, (I) terminate this Agreement upon written notice given to Seller, or (II) elect, upon written notice given to Seller, to take title as it then is without any set-off or deduction of any kind against the Purchase Price or otherwise. If this Agreement is so terminated, the Deposit Escrowee shall return promptly the Deposit to Purchaser as its sole remedy and neither party shall have any liability to the other except for the obligations of Landlord beyond Purchaser set forth in Section 4.G above and Section 13.F below and the terms obligations of the Leaseparties set forth in Section 8.D below, any other affidavits which shall survive the termination of this Agreement. If Seller does not receive written notice of Purchaser's election to terminate this Agreement within the two (2) Business Day period specified above, Purchaser shall be conclusively presumed to have elected to take title as it then is as aforesaid. C. Seller has furnished to Purchaser and Purchaser has approved a new survey (the "ALTA Survey"), which is, or documents reasonably required by will be prior to closing, certified to Purchaser and the Title Company by a surveyor registered in the State of Illinois in a form substantially in accordance with Exhibit K hereto. D. The cost of the Title Commitments and the ALTA owner's title insurance policy issued pursuant thereto ("Title Policy"), the endorsements to enable the Title Policy set forth below, the ALTA Survey, and a 50-year chain of title report shall be paid by Seller. The cost of curing (if elected by Seller) any title or survey defects or adverse matters (limited as set forth in Sections 6.B and 6.C above) which are not Permitted Exceptions shall be paid by Seller. Purchaser shall obtain (to the extent the Title Company is willing to record issue), at Seller's sole cost, the Illinois equivalent of the following endorsements: CLTA endorsement Nos. 100 (comprehensive, modified for owner's policy), 116.1 (survey), 103.7 (street address, access), 123.2 (zoning, with parking), 116.7 (map act), and a memorandum special endorsement insuring that the Property constitutes one separate and distinct tax parcel, in connection with the Title Policy, and the issuance of this Lease, delete the standard title exceptions from Tenant’s title insurance policy (assuming Tenant has obtained such endorsements shall be a satisfactory Survey) and issue said title policy in the form reasonably required by Tenantcondition of Closing. (c) After the date hereof, Landlord shall in no way encumber or burden the Premises (except as expressly permitted under this Lease) without the prior written consent of Tenant, such consent not to be unreasonably withheld, conditioned or delayed.

Title and Survey. (a) Tenant may obtain a title insurance commitment for the Premises Bxxxx has obtained (the “Title CommitmentCommitments”) issued by Old Republic Titlethe Title Company (as defined below). Buyer may, First American Title or another title insurance company acceptable at Bxxxx’s sole cost and expense, obtain new surveys (the “Surveys”) of the Property to Tenant be prepared in accordance with Buyer’s requirements. No later than five (5) days prior to the expiration of the Diligence Period, Buyer shall provide written notice to Seller (the “Title CompanyNotice”) of any material exceptions or conditions related to title contained in the amount of the leasehold interest in the Premises and the Improvements, committing to insure Tenant against loss on account of any defect Title Commitments or encumbrance in the title, unless herein excepted and an ALTA survey of the Premises Surveys (the “SurveyTitle Matters”) which are unacceptable to Buyer, in Bxxxx’s sole and absolute discretion, and which cure action(s) thereon will be acceptable to Buyer, in Bxxxx’s sole and absolute discretion (the “Title Objections”). . If Buyer fails to timely provide the Title Notice, then Buyer shall be deemed to have waived its right to object hereunder and to have accepted all matters related to title contained in the Title Commitments or Surveys. Although Seller may elect, in Seller’s sole and absolute discretion, to cure or attempt to cure any one or more Title Objections, Buyer acknowledges and agrees that Seller has no obligation to cure any Title Objections, save and except each Monetary Lien (as defined below), which shall be released and removed from the Property at Closing. Seller shall, within five (5) days following receipt of the Title Notice, provide written notice (the “Seller’s Title Notice”) to Buyer stating whether Seller elects to cure any of the Title Objections in the manner required by Buyer in the Title Notice; provided that if Seller fails to provide Seller’s Title Notice, then Seller shall be deemed to have elected not to cure any of the Title Objections. If Seller elects to cure less than all of the Title Objections in the manner required by Buyer in the Title Notice (or are deemed to have elected not to cure), then Buyer shall have the right to: (a) terminate this Agreement as to any or all of the parcels comprising the Property by written notice to Seller (the “Title Termination Notice”) given prior to the expiration of the Diligence Period, in which event this Agreement shall terminate, and neither party shall owe any further obligation or liability to the other party under this Agreement, except for those obligations and liabilities which expressly survive the termination hereof, or (b) On proceed to Closing and accept the Effective Daterespective Property, Landlord shall deliver subject to the Permitted Exceptions (as defined below), without a reduction of the Purchase Price. Bxxxx’s failure to serve a Title CompanyTermination Notice shall be deemed Bxxxx’s election to accept the conveyance under clause (b) above. All Title Objections that Seller agreed to cure shall be cured by Seller prior to the Closing in the manner required by Bxxxx in the Title Notice. Seller’s failure to timely cure shall constitute a default pursuant to Section 11(b) herein. All Title Matters set forth in the Title Commitments and the Surveys to which Bxxxx does not object in the Title Notice, with and all Title Objections as to which Bxxxx has waived its objection as set forth above are referred to collectively as the “Permitted Exceptions.” The amount necessary to discharge each Monetary Lien and any other Title Objections that Seller agreed to cure may be paid out of the proceeds of the monies otherwise payable to Seller at the Closing. Notwithstanding anything to the contrary set forth herein, Seller shall be obligated to satisfy and remove as exceptions to title, at Closing, any security instruments, mortgages, deeds of trust, monetary lien, judgments, or other matters that can be removed by the payment of money (each a copy thereof “Monetary Lien”) encumbering the Property or any part thereof, and any lien or encumbrance that attached to Tenant, (i) an affidavit with respect to (i) mechanic’s liens, certifying that as of the Property from and after the Effective Date there are no known unpaid bills rendered which was not caused by the actions of Buyer or to any party claiming by, through or under Buyer. Should any update of the Title Commitments or Surveys received between the expiration of the Diligence Period and Closing reveal any new title exceptions, Buyer shall be rendered for services performed or materials furnished entitled to the Premises or that the same will be paid in the ordinary course of business; process outlined hereinabove for its original title review and (ii) parties in possession, certifying that on the Effective Date, there are no parties other than Landlord in possession of the Premises; and (iii) provided the same do not expand any liability of Landlord beyond the terms of the Lease, any other affidavits or documents reasonably required by the Title Company to enable the Title Company to record a memorandum of this Lease, delete the standard title exceptions from Tenant’s title insurance policy (assuming Tenant has obtained a satisfactory Survey) and issue said title policy in the form reasonably required by Tenantobjections. (c) After the date hereof, Landlord shall in no way encumber or burden the Premises (except as expressly permitted under this Lease) without the prior written consent of Tenant, such consent not to be unreasonably withheld, conditioned or delayed.

Title and Survey. (a) Tenant may obtain a title insurance commitment Buyer, at its sole cost and expense, shall order Title Commitments and Surveys for each Site. Pursuant to that certain letter dated October 5, 2011, issued by the Premises Title Company to Buyer and Seller (the “Title CommitmentLetter”) issued by Old Republic Title), First American the Title or another title insurance company acceptable Company has agreed to Tenant issue the Title Policies in the form of the Pro Forma Policies attached thereto (the “Title CompanyPro Forma Policies”) ), subject to the exceptions and conditions set forth in the amount Title Letter. Seller shall comply with Requirements 2, 4 (other than the payment of those title and escrow charges which are Buyer’s responsibility pursuant to this Agreement) and 5-12 of the leasehold interest in Title Letter; provided, however, that Seller’s failure to comply with Requirement 9, after using commercially reasonable efforts to do so, shall constitute the Premises failure of a condition precedent and not a default by Seller hereunder. In addition, Seller shall use commercially reasonable efforts to release or relocate the ImprovementsUtility Easement granted by Xxxx X. Xxxxxxx Health Network to Arizona Public Service Company, committing recorded February 19, 2002 as Document No. 2002-0165758, relating to insure Tenant against loss on account of any defect or encumbrance in the titleDeer Valley II Site, unless herein excepted and an ALTA survey of the Premises (the “Survey”)prior to Closing. (b) On In the event that a title exception not contemplated by the Pro Forma Policies arises after the Effective Date, Landlord Seller shall deliver promptly notify Buyer of the existence thereof, and Buyer shall have the right to object to such exception by giving written notice (the Title Company“Gap Notice”) of such objection within five (5) business days after the earlier of Buyer’s receipt of such notice from Seller or Buyer otherwise becoming aware of the same. If Buyer does not object to any such exception by giving a timely Gap Notice as herein provided, with such exception shall be a copy thereof Permitted Exception. If Buyer timely sends a Gap Notice to TenantSeller, Seller shall have five (5) business days after receipt of the Gap Notice to notify Buyer (i) an affidavit with respect to (i) mechanic’s liens, certifying that as of Seller will cure such objectionable exception on or before the Effective Date there are no known unpaid bills rendered Closing; or to be rendered for services performed or materials furnished to the Premises or that the same will be paid in the ordinary course of business; and (ii) parties that Seller will not cause such objectionable exception to be cured. If Seller fails to give written notice of its election within such five (5) business day period, Seller shall be deemed to have elected not to cure the exception objected to in possessionsuch Gap Notice. If Seller gives Buyer notice under clause (ii) above or fails to give Buyer such a notice, certifying Buyer shall have five (5) business days following receipt of such notice (or, if such Seller shall have not given such a notice, following the expiration of such five (5) business day period) in which to notify Seller in writing that on (x) Buyer will nevertheless proceed with the Effective Date, there are no parties other than Landlord in possession purchase of the Premises; Property, in which case title to the applicable Site shall be subject to such exception (i.e., such exception will be deemed to constitute a Permitted Exception), or (y) Buyer may terminate this Agreement, in which event the Xxxxxxx Money shall be immediately returned to Buyer and neither party shall have further obligations hereunder, except as specifically set forth herein. If Buyer shall fail to notify Seller of its election under clause (iiix) provided or (y) above within said five (5) business day period, then Buyer shall be deemed to have elected to proceed with the same do not expand any liability of Landlord beyond the terms purchase of the Lease, any other affidavits or documents reasonably required by the Title Company to enable the Title Company to record a memorandum of this Lease, delete the standard title exceptions from Tenant’s title insurance policy Property as provided in said clause (assuming Tenant has obtained a satisfactory Survey) and issue said title policy in the form reasonably required by Tenantx). (c) After Notwithstanding anything to the date hereofcontrary contained in this Agreement, Landlord Seller shall in no way encumber be unconditionally obligated to cure, remove or burden bond over the Premises following title defects (collectively, the “Liquidated Items”): (a) liens securing a mortgage, deed of trust or trust deed other than Loan Documents securing the Existing Debt to be assumed by Buyer; (b) judgment liens against any or all of Seller or its Affiliates; (c) tax liens (except as expressly permitted for the lien of real estate taxes or other assessments not yet due and payable); (d) broker’s liens; (e) any mechanics, materialman or similar liens (except for liens created by Buyer and inchoate liens for amounts not yet due and payable arising under this LeaseAccepted Service Contracts (defined below) without the prior written consent which are assigned to Buyer at Closing); and (f) any notice of Tenantviolation posted by any applicable governmental authority. Prior to Closing, such consent not Liquidated Items shall be cured or removed (by Endorsement or otherwise, in a form and substance reasonably acceptable to Buyer) or bonded over (in a form and substance reasonably acceptable to Buyer) by Seller. Notwithstanding anything to the contrary set forth herein, if, prior to Closing, Seller fails to so cure or remove (or insure over, by Endorsement or otherwise, in a form and substance reasonably acceptable to Buyer) or bond over (in a form and substance reasonably acceptable to Buyer) all Liquidated Items, then Buyer may, in its sole discretion and by delivery of written notice to Seller on or prior to Closing, elect to terminate this Agreement by written notice to Seller, in which event the Xxxxxxx Money shall be unreasonably withheldreturned to Buyer, conditioned or delayedproceed to Closing with title to the Sites as it then is, with the right to deduct from the Purchase Price a sum equal to the aggregate amount necessary to cure, remove (by Endorsement or otherwise, in a form and substance reasonably acceptable to Buyer) or bond over (in a form and substance reasonably acceptable to Buyer) the Liquidated Items that Seller has failed to cure, remove or bond over as provided above.

Title and Survey. (a) Tenant may obtain Within fifteen (15) business days after the Exercise Notice, ASDSC shall cause Commonwealth Land Title Company, 5847 Xxx Xxxxxx, Xxxxx 0000, Houston, Texas, Attn: Paigx Xxxxxx (xxe "Title Company"), to deliver to Kellxxxxx, xx ASDSC's expense, a current owner's title insurance commitment for the Premises (the “"Commitment") naming Kellxxxxx xx the intended insured, which shall show ASDSC to be vested with and ASDSC shall convey to Kellxxxxx, xxod, marketable and insurable fee simple title to the Realty, free and clear of all liens and encumbrances, except the following (the "Permitted Exceptions"): (i) Ad valorem real estate taxes for 2000 and subsequent years, which at the time of Closing shall not yet be due and payable; (ii) All matters shown on Schedule B, Item 9 of the Commonwealth Land Title Insurance Company Commitment with an effective date of October 8, 2000 and G.F. No. 0084136 (the "October Commitment”"); (iii) issued Matters set forth in this Letter Agreement; (iv) Matters to be satisfied by Old Republic Title, First American Title ASDSC at or another title insurance company before the Closing of this transaction; and (v) Any other matters acceptable to Tenant (the “Title Company”) in the amount of the leasehold interest in the Premises and the Improvements, committing to insure Tenant against loss on account of any defect or encumbrance in the title, unless herein excepted and an ALTA survey of the Premises (the “Survey”)Kellxxxxx. (b) On Within fifteen (15) business days after the Effective DateExercise Notice, Landlord shall deliver to the Title CompanyKellxxxxx xxx obtain, with a copy thereof to Tenantat Kellxxxxx'x xxxense, (i) an affidavit with respect to (i) mechanic’s liens, certifying that as update of the Effective Date there are no known unpaid bills rendered or Survey of the Realty (the "Updated Survey"). The Commitment to be rendered for services performed or materials furnished to the Premises or that the same will be paid in the ordinary course of business; and (ii) parties in possession, certifying that on the Effective Date, there are no parties other than Landlord in possession of the Premises; and (iii) provided the same do not expand any liability of Landlord beyond the terms of the Lease, any other affidavits or documents reasonably required delivered by the Title Company to enable Kellxxxxx xxxll show title to the Realty to be vested in ASDSC subject only to the Permitted Exceptions. If Kellxxxxx xxxds title to be defective (but only to the extent not disclosed in the October Commitment) or if the Updated Survey discloses any encroachment in the Realty or that improvements located on the Realty encroach on setback lines, easements, lands of others or violate any restrictions, provisions of this Letter Agreement or applicable governmental regulations (and provided that the Title Company cannot provide affirmative insurance as to record a memorandum such items; and provided further that such items were not disclosed on the Survey, Kellxxxxx xxxll, within ten (10) days after Kellxxxxx'x xxxeipt of this Leasethe Commitment and Updated Survey, delete notify ASDSC in writing specifying the standard title exceptions from Tenant’s title insurance policy (assuming Tenant has obtained a satisfactory Surveydefect(s) and issue said title policy in the form reasonably required by Tenant. (c) After the date hereof, Landlord ASDSC shall in no way encumber or burden the Premises (except as expressly permitted under this Lease) without the prior written consent of Tenant, cause such consent not defects to be unreasonably withheldcured by the Closing Date or at Closing, conditioned including the bringing of lawsuits if necessary. ASDSC agrees to remove by payment, bonding, or delayedotherwise any lien against the Property capable of removal by the payment of money or bonding. ASDSC shall execute appropriate documents at Closing as required for "gap coverage" by the title insurer to the extent the title insurer can provide such gap coverage.

Title and Survey. The Purchaser shall, promptly following the Delivery Date, obtain (ai) Tenant may obtain a preliminary title insurance commitment for the Premises (the “Title Commitment”) issued by Old Republic Title, First American Title Insurance Company or another title insurance company acceptable to Tenant its duly authorized agent (the “Title Company”) covering the Property and improvements, with such Title Commitment setting forth the status of title 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 all recorded documents referred to in the title report as exceptions to the title to the Property (the “Title Documents”). The Purchaser shall, promptly following the Delivery Date, cause to be prepared and furnished to Purchaser and the Title Company, a current as-built survey satisfactory to the Purchaser’s lender and certified to the Purchaser, its lender, the Title Company and each of their successors and assigns, and meeting the minimum standard detail requirements for an ALTA/ACSM Land Title Survey (the “Survey”) of the Property prepared by a duly licensed Delaware land surveyor. The Purchaser shall, within thirty (30) days (the “Title Approval Date”), inform the Seller in writing as to any survey or title defects or other objections regarding the Property disclosed by the Survey or Title Commitment that the Purchaser is unwilling to accept. Within five (5) business days after receipt of any timely written title or survey objections from Purchaser, Seller may either (i) elect to cure 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 time allowed, or if during such time period Seller delivers a written notice to Purchaser that such objections are not curable, then in such event, Purchaser may, by written notice to Seller delivered within five (5) business days after the expiration of such time or the delivery of such written notice, either (i) terminate this Agreement by giving the Seller 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 Closing and take title subject to such objections, in which case all title matters objected to by Purchaser which were not cured by Seller shall be deemed Permitted Exceptions hereunder. If the Purchaser so elects to 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 case, Seller shall reimburse Purchaser for the reasonable out-of-pocket costs actually incurred by Purchaser in anticipation of consummating 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 parties 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, 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 liens filed against the Property relating to work 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 June 21, 2005 as Instrument 2005-17546, a copy of 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) 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 Closing that the Title Company issue to Purchaser a standard ALTA Owner’s Policy of Title Insurance (the “Title Policy”), in the amount of the leasehold interest in the Premises and the ImprovementsPurchase Price, committing to insure Tenant against loss on account of any defect or encumbrance in the title, unless herein excepted and an ALTA survey of the Premises (the “Survey”). (b) On the Effective Date, Landlord shall deliver insuring that fee simple title to the Property is vested in Purchaser, which Title Company, with a copy thereof to Tenant, (i) an affidavit with respect to (i) mechanic’s liens, certifying that as of the Effective Date there are no known unpaid bills rendered or to Policy be rendered for services performed or materials furnished to the Premises or that the same will be paid in the ordinary course of business; and (ii) parties in possession, certifying that on the Effective Date, there are no parties other than Landlord in possession of the Premises; and (iii) provided the same do not expand any liability of Landlord beyond the terms of the Lease, any other affidavits or documents reasonably required issued by the Title Company to enable the Title Company to record a memorandum of this Leaseat standard rates, delete and without exception for any items, including the standard title exceptions from Tenant’s title insurance policy (assuming Tenant has obtained a satisfactory Survey) and issue said title policy in the form reasonably required by Tenantexceptions, other than Permitted Exceptions. (c) After the date hereof, Landlord shall in no way encumber or burden the Premises (except as expressly permitted under this Lease) without the prior written consent of Tenant, such consent not to be unreasonably withheld, conditioned or delayed.

Title and Survey. (a) Tenant may obtain Within ten (10) business days following execution hereof, Agency shall deliver to Redeveloper a title insurance commitment for the Premises (the “Preliminary Title Commitment”) Report issued by Old Republic Title, First American Title or another title insurance company acceptable to Tenant (the “Title Company”) . Redeveloper's fee interest in the amount Convention Center Parcel shall be insured by a standard form, CLTA Owners Policy of the title insurance, and Redeveloper's leasehold interest in the Premises balance of the Property shall be insured as of the Effective Date by a CLTA Policy of Leasehold Title Insurance (the "Leasehold Policy") to be purchased and paid for by Agency. The Policy shall insure Redeveloper's leasehold interest in the Leasehold Parcels free and clear of all liens, encumbrances, restrictions, and rights-of-way of record, subject only to the following permitted conditions of title ("Permitted Title Exceptions"): (i) Agency's fee interest in the Leasehold Parcels; (ii) The applicable zoning, building and development regulations of any city, county, state or federal jurisdiction affecting the Property; and (iii) Those exceptions approved by Redeveloper by May 31, 1995. If Redeveloper unconditionally disapproves any exceptions, this DDA shall thereupon terminate and shall be of no further force or effect, unless the sole disapproved exception is the Lis Pendens, in which case this DDA shall terminate if the Lis Pendens is not expunged by April 30, 1996. If Redeveloper conditionally disapproves any exceptions, then Agency shall have ten (10) business days after receipt from Redeveloper of a written specification of the title exceptions to which Redeveloper is taking objection within which to either agree to remove the exceptions to which objection was taken or to notify Redeveloper that it is unwilling or unable to do so. In the event that Agency gives notice that it is unwilling or unable to remove any exception to which objection was taken, then Redeveloper shall have ten (10) business days within which to give notice that either (A) it will accept title subject to the exceptions as to which the Agency is unwilling or unable to remove, or (B) to terminate this DDA forthwith, in which instance each of the parties shall be relieved of all further liability hereunder, provided that no such termination shall affect the License for the Card Club or any liability of Redeveloper to City in connection therewith. The failure of Agency to give notice as provided hereinabove within the ten (10) day period shall be deemed to be a notice that it is unwilling or unable to cure the title exceptions to which Redeveloper took exception, and the Improvementsfailure of Redeveloper to give notice within the subsequent ten (10) day period that it will either accept title subject to such matters or to terminate this DDA shall be deemed an election on the part of Redeveloper to terminate this DDA. If Agency gives notice that it intends to remove a title defect, committing it shall use its best efforts to insure Tenant against loss on account of complete such action within thirty (30) days thereafter, but, in any defect case, Agency shall proceed diligently to cause such title exceptions to be removed. (iv) With respect to the Convention Center Parcel, those matters set forth in Section 1(d) hereof. (v) Should a title exception which Agency is unwilling or encumbrance unable to cure and which Redeveloper is unwilling to accept apply only to one or more the Expansion Parcels, then Redeveloper may elect to defer or sever the affected parcel by giving written notice thereof to Agency. In the event that the affected parcel is severed therefrom, there shall be an equitable reduction in the titlerental and the option price pursuant to Section 30 hereof. In the event that the parcel is merely deferred, unless herein excepted no such adjustments shall be made until such time as Redeveloper elects to sever the particular parcel or parcels and an ALTA survey of the Premises (the “Survey”)gives notice thereof as provided herein. (b) On Redeveloper has elected to obtain an ALTA Extended Coverage Title Insurance Policy for the Effective DateConvention Center Parcel and the Leasehold Parcels. Redeveloper shall cause a licensed surveyor or civil engineer to conduct a survey of the Property, Landlord shall deliver to prepare from the survey a legal description satisfactory to the Title Companytitle company insuring Redeveloper's title, with and to prepare a copy thereof to Tenantplot plan showing the location of any streets, (i) an affidavit with respect to (i) mechanic’s lienseasements, certifying that as and rights of way over or in favor of the Effective Date there are no known unpaid bills rendered Property, by June 7, 1995. Redeveloper shall approve or to be rendered disapprove any survey by June 15, 1995. Any survey and any premiums for services performed endorsements or materials furnished to the Premises or that the same will extended coverage shall be paid in the ordinary course of business; and (ii) parties in possession, certifying that on the Effective Date, there are no parties other than Landlord in possession of the Premises; and (iii) provided the same do not expand any liability of Landlord beyond the terms of the Lease, any other affidavits or documents reasonably required by the Title Company to enable the Title Company to record a memorandum of this Lease, delete the standard title exceptions from Tenant’s title insurance policy (assuming Tenant has obtained a satisfactory Survey) and issue said title policy in the form reasonably required by TenantRedeveloper. (c) After the date hereof, Landlord shall in no way encumber or burden the Premises (except as expressly permitted under this Lease) without the prior written consent of Tenant, such consent not to be unreasonably withheld, conditioned or delayed.

Title and Survey. (a) Tenant may Within five (5) business days of the Effective Date, as hereinafter defined, Seller will provide Purchaser with copies of any existing title policies, surveys and other documents pertaining to title to the Property which Seller has in its possession. The Purchaser shall have until the end of the Inspection Completion Date in which to obtain the following "Title Evidence" (at Purchaser's expense), to-wit: (i) a title insurance commitment for the Premises (the “Title Commitment”) report issued by Old Republic Title, First American Chicago Title Insurance Company or another other title insurance company acceptable to Tenant Purchaser (the “"Title Company”") enabling a title agent selected by Purchaser to issue an ALTA Form B title insurance commitment ("Commitment") covering the Realty, whereby the Title Company agrees to issue an ALTA Form B owners policy of title insurance ("Title Policy") in the amount of the leasehold interest Purchase Price at Closing, subject only to the matters set forth on EXHIBIT C attached hereto and made a part hereof ("Acceptable Exceptions"), (ii) hard copies of all exceptions to title set forth in the Premises Report, and the Improvements, committing (iii) an up to insure Tenant against loss on account of any defect or encumbrance in the title, unless herein excepted and an ALTA date survey of the Premises Realty (certified to a date after the “Effective Date) prepared in accordance with the minimum technical standards imposed by the Florida Board of Land Surveyors and minimum standard detail requirements imposed by ALTA/ACSM certified to Purchaser and the Title Company ("Survey”"). (b) On Purchaser shall review the Title Evidence and shall, prior to the end of the Inspection Completion Date, notify Seller in writing ("Title Objection Notice") of any matters in the Title Evidence adversely affecting the marketability (as determined by the standards adopted by the Florida Bar) of title to the Realty or affecting the ability of Purchaser to utilize the Property and develop the "Proposed Improvements" (as hereinafter defined) thereon other than the Acceptable Exceptions ("Title Defects"). Upon receipt of the Title Objection Notice, Seller shall use its good faith efforts to cure such Title Defects; provided, however, that except as provided in this Agreement, the Seller shall not be required to bring litigation or expend in excess of Twenty- Five Thousand Dollars ($25,000) to cure Title Defects which exist prior to the Effective DateDate or those which are not created by Seller. In the event that Seller is unable to cure the Title Defects within ninety (90) days of the Title Objection Notice ("Title Cure Period") after good faith efforts to do so, Landlord Seller shall deliver notify Purchaser in writing as to which Title Defects remain uncured on or before the end of the Title Cure Period and Purchaser, at Purchaser's option, may: (i) elect to accept title to the Property subject to the Title Company, with a copy thereof to Tenant, (i) an affidavit with respect to (i) mechanic’s liens, certifying that as of the Effective Date there are no known unpaid bills rendered or to be rendered for services performed or materials furnished Defects without any adjustment to the Premises Purchase Price (in which event the remaining Title Defects shall be deemed Acceptable Exceptions); or that the same will be paid in the ordinary course of business; and (ii) terminate this Agreement by written notice thereof to Seller, whereupon this Agreement shall be terminated, the Deposit, together with interest thereon, shall be returned to Purchaser and both parties shall thereafter be released from all further obligations hereunder. At Closing, Seller shall provide Purchaser with a gap affidavit in possession, certifying that on the Effective Date, there are no parties other than Landlord in possession of the Premises; and (iii) provided the same do not expand any liability of Landlord beyond the terms of the Lease, any other affidavits or documents form reasonably required by acceptable to the Title Company to enable permit the Title Company to record insure against adverse matters first appearing in the Public Records on a memorandum date subsequent to the Effective Date of the Commitment and prior to the recording of a special warranty deed required by the terms of this LeaseAgreement as permitted and in accordance with the requirements of Section 627.7841 of the Florida Statutes. The Seller agrees that it will not take any action after the Effective Date of the Commitment which shall adversely affect the status of title to the Property. The Seller agrees to cure any Title Defects and any encumbrance that can be cured by payment of a liquidated amount created by, delete through or under Seller after the standard title exceptions from Tenant’s title insurance policy (assuming Tenant has obtained a satisfactory Survey) and issue said title policy in the form reasonably required by TenantEffective Date of this Agreement. (c) After the date hereof, Landlord shall in no way encumber or burden the Premises (except as expressly permitted under this Lease) without the prior written consent of Tenant, such consent not to be unreasonably withheld, conditioned or delayed.

Title and Survey. 3.1 Within ten (a10) Tenant may obtain days after the Effective Date (hereinafter defined), Seller shall use commercially reasonable efforts to cause to be delivered to Purchaser a title insurance commitment Commitment for the Premises Title Insurance (the “"Title Commitment”") dated not earlier than the date of this Agreement, issued by Old Republic Title, First American Chicago Title or another title insurance company acceptable to Tenant (the “"Title Company"), whose address is 00000 Xxxxxx Xxxxx, Xxxxx 000, Xxxxxx, Xxxxx 00000, (Attn: Xxx Xxxxxxxx, telephone (000) 000-0000), together with true, correct and legible copies of all items and documents referred to therein, including copies of tax certificates covering all taxes affecting the Property (collectively, the “Exception Documents”) in ). The Title Commitment shall describe the amount Land (which legal description, unless and to the extent modified by the Survey prescribed by Section 3.3 below, shall be deemed incorporated into this Agreement), show the Purchase Price as the policy amount, specify Purchaser as the prospective named insured, and show the status of title of the leasehold interest Land and all exceptions which would appear in an Owner Policy of Title Insurance, if issued. With regard to the Premises standard printed exceptions and other exceptions commonly included in Title Commitments, Purchaser may, at Purchaser’s sole option, instruct the Improvements, committing Title Company that the exception for areas and boundaries shall be endorsed to insure Tenant against loss on account provide that the exception shall be amended at Closing to except only to “shortages in area” upon receipt from Seller of any defect or encumbrance in the title, unless herein excepted and an ALTA survey of the Premises (the “Survey”). (b) On the Effective Date, Landlord shall deliver a Survey acceptable to the Title Company, with a copy thereof to Tenant, (i) an affidavit with respect to (i) mechanic’s liens, certifying that as of Company and the Effective Date there are applicable premium; no known unpaid bills rendered or to exception shall be rendered permissible for services performed or materials furnished to the Premises or that the same will be paid in the ordinary course of business; and (ii) parties in possession, certifying that on the Effective Date, there are no parties other than Landlord except for tenants in possession as tenants only pursuant to written leases; the exception for restrictive covenants shall be deleted or endorsed “none of record except. . . (with an express description by applicable recording data of those restrictive covenants affecting the Land)”; the exception for taxes shall be limited to standby fees and taxes owing for the year in which the Closing occurs and subsequent years and subsequent assessments for prior years due to changes in land use of the Premisesproperty; there shall be no exception for any lien for service, labor or materials heretofore or hereafter provided, imposed by law and not shown by the public records; and there shall be no general exception for visible and apparent easements or roads and highways or similar items (iii) provided the same do not expand with any liability of Landlord beyond the terms of the Lease, any other affidavits or documents reasonably required by the Title Company to enable the Title Company to record a memorandum of this Lease, delete the standard title exceptions from Tenant’s title insurance policy (assuming Tenant has obtained a satisfactory Survey) and issue said title policy in the form reasonably required by Tenant. (c) After the date hereof, Landlord shall in no way encumber or burden the Premises (except as expressly permitted under this Lease) without the prior written consent of Tenant, such consent not specific exception to be unreasonably withheldspecifically referenced to, conditioned or delayedand shown on, the Survey described in Section 3.3 below and also identified by any applicable recording data).

Title and Survey. (a1) Tenant may obtain a title insurance commitment for the Premises Not later than thirty (the “Title Commitment”30) issued by Old Republic Title, First American Title or another title insurance company acceptable to Tenant (the “Title Company”) in the amount of the leasehold interest in the Premises and the Improvements, committing to insure Tenant against loss on account of any defect or encumbrance in the title, unless herein excepted and an ALTA survey of the Premises (the “Survey”). (b) On days after the Effective Date, Landlord Lessee may, at Lessee’s sole cost and expense, obtain a title commitment (the ACommitment”) from Guaranty Abstract Company, ATTN: Xxxxxx Xxxxxxxx, 000 X. Xxxxxxx, Xxxxx, Xxxxxxxx 00000, Telephone: (000) 000-0000, Facsimile: (000) 000-0000, Email: xxxxxxx@xxxxxxxxxxxxxxxx.xxx (ATitle Company”), by the terms of which Title Company shall deliver agree to issue to Lessee a leasehold owner’s title insurance policy covering the Leased Premises, along with a photocopy of all documents referenced as title exceptions shown on the Commitment (collectively the “Title Documents”). In the event Lessee wishes to purchase a leasehold owner=s title insurance policy pursuant to the Title CompanyCommitment, with a copy thereof to TenantLessee may do so, at Lessee=s sole cost and expense. (i2) an affidavit with respect to No later than thirty (i30) mechanic’s liens, certifying that as of the Effective Date there are no known unpaid bills rendered or to be rendered for services performed or materials furnished to the Premises or that the same will be paid in the ordinary course of business; and (ii) parties in possession, certifying that on days after the Effective Date, there are no parties other than Landlord in possession Lessee may, at Lessee=s sole cost and expense, obtain an ALTA’ASCM survey of the Premises; Leased Premises (the ASurvey”). The Survey shall be sufficient and (iii) provided acceptable to the same do not expand any liability Title Company for the purpose of Landlord beyond the terms of the Lease, any other affidavits or documents reasonably required by enabling the Title Company to enable modify the exceptions contained in the Commitment pertaining to survey matters as permitted by applicable title insurance regulations, and shall include a certification by the surveyor of the survey to the Lessee, Lessor, and the Title Company Company. (3) No later than ten (10) days after the receipt of the last received of the Commitment, Title Documents, and the Survey by Lessee, (the ATitle Objection Period”), Lessee shall provide written notice to record Lessor (ATitle Objection Notice”) of any matters contained in the Commitment or identified on the Survey to which Lessee objects. No matter shall be construed as a memorandum valid objection to title unless it is so construed under the “Oklahoma Title Examination Standards,” as amended. No later than ten (10) days after receipt of the Title Objection Notice, Lessor shall notify Lessee as to which matters, if any, Lessor elects to attempt to cure no later than the end of the Inspection Period (as hereinafter defined). Lessor has no obligation to cure any matters set forth in the Title Objection Notice, except that prior to the end of the Inspection Period, Lessor shall be obligated to remove any monetary liens affecting the Leased Premises relating to past due and owing obligations of the Lessor. If there are any matters contained in the Title Objection Notice that Lessor elects not to cure or any matters that Lessor elects to attempt to cure, but is unable to cure to Lessee=s satisfaction, in Lessee=s sole and absolute discretion, prior to the end of the Inspection Period, then Lessee may terminate this Lease by written notice to Lessor given no later than the last day of the Inspection Period for matters Lessor elects to cure and given no later than twenty (20) days after Lessor=s receipt of the Title Objection Notice as to matters Lessor elects not to cure, in which event, this Lease shall terminate and, except for obligations of Lessee and Lessor which survive termination of this Lease, delete the standard title exceptions from TenantParties shall have no further obligations or liabilities hereunder. Should Lessee fail to terminate this Lease pursuant to this Section 2(A)(3), Lessee forever waives Lessee’s title insurance policy (assuming Tenant has obtained a satisfactory Survey) and issue said title policy objections to those matters contained in the form reasonably required by TenantTitle Objection Notice which Lessor did not cure. (c) After the date hereof, Landlord shall in no way encumber or burden the Premises (except as expressly permitted under this Lease) without the prior written consent of Tenant, such consent not to be unreasonably withheld, conditioned or delayed.

Title and Survey. (a) Tenant may obtain a title insurance commitment for Section 3.01. Haverty has heretofore furnished to Purchaser commitments from the Premises Title Company to issue to Purchaser or its designee at Closing extended coverage ALTA Owner’s Title Policies (the “Owner’s Title Commitment”) issued by Old Republic Title, First American Title or another title insurance company acceptable to Tenant (the “Title CompanyPolicy”) in the amount of the leasehold interest in Purchase Price for each Project, naming Purchaser as the Premises and proposed insured, which commitments obligate the Improvements, committing Title Company to insure Tenant against loss on account of any defect or encumbrance in the title, unless herein excepted and an ALTA survey fee simple title to each of the Premises Projects subject only to the Permitted Exceptions set forth in Exhibit “B” attached hereto (and in no event the standard exceptions which are capable of deletion), which commitments hereby are in form and substance reasonably acceptable to Purchaser. Haverty has also heretofore furnished to Purchaser commitments from the Title Company to provide to Lender ALTA Loan Policies (the “SurveyMortgage Title Policy”) with coverage amounts for each Project equaling in the aggregate the amount of the loan to be obtained by Purchaser to acquire the Projects and otherwise shall be in form and substance reasonably acceptable to Lender. Section 3.02. Haverty shall deliver to Purchaser the Surveys in form and substance satisfactory to Purchaser and to Lender (the “Surveys”). (b) On the Effective DateSection 3.03. The property information and all other information, Landlord shall deliver other than matters of public record or matters generally known to the Title Companypublic, with a copy thereof to Tenantfurnished to, (i) an affidavit with respect to (i) mechanic’s liens, certifying that as or obtained through inspection of the Effective Date there are no known unpaid bills rendered Projects by, Purchaser, its affiliates, lenders, employees, attorneys, accountants and other professionals or to be rendered for services performed or materials furnished agents relating to the Premises or that the same Projects, will be paid in the ordinary course of business; treated by Purchaser, its affiliates, lenders, employees, agents, and (ii) parties in possessioncurrent and prospective investors as confidential, certifying that on the Effective Dateand Purchaser shall take commercially reasonable steps, there are no parties except as required by law, not to disclose such information other than Landlord in possession on a need-to-know basis and to Purchaser's consultants who agree to take commercially reasonable steps not to disclose such information, and will be returned to Haverty by Purchaser if the Closing does not occur. The confidentiality provisions of the Premises; and (iii) provided the same do this Section 3.03 shall not expand apply to any liability of Landlord beyond the terms of the Lease, any other affidavits or documents reasonably disclosures made by Purchaser as required by the Title Company to enable the Title Company to record a memorandum of this Leaselaw, delete the standard title exceptions from Tenant’s title insurance policy (assuming Tenant has obtained a satisfactory Survey) and issue said title policy by court order, or in the form reasonably required by Tenantconnection with any subpoena served upon Purchaser; provided Purchaser shall provide Haverty with written notice before making any such disclosure. (c) After the date hereof, Landlord shall in no way encumber or burden the Premises (except as expressly permitted under this Lease) without the prior written consent of Tenant, such consent not to be unreasonably withheld, conditioned or delayed.

Title and Survey. (a) Tenant may Upon approval of a Site Plan and upon exercise of its Purchase Option or right of first refusal pursuant to Section 1.2, in addition to paying the cost of Title Insurance as provided in Section 5.1(e), the Developer shall at its own cost and expense obtain a title insurance commitment for the Premises Title Insurance (the “Title Commitment”) issued by Old Republic Titlefrom the Title Company for each parcel within the Project Site for which a Site Plan has been approved. Not later than ten (10) business days after receipt of the Title Commitment, First American Title or another title insurance company acceptable the Developer shall serve upon the City a notice specifying exceptions to Tenant title, if any, which the Developer approves and those to which the Developer reasonably objects (the “Title CompanyDefects”) in the amount ). Any exceptions appearing after issuance of the leasehold interest Title Commitment and/or survey shall also be deemed Title Defects unless approved in writing by the Premises and the Improvements, committing to insure Tenant against loss on account of any defect or encumbrance in the title, unless herein excepted and an ALTA survey of the Premises (the “Survey”)Developer. (b) On Upon receipt by the Effective DateCity of the Developer’s notice of Title Defects, Landlord if any, the City shall deliver diligently pursue the removal of the Title Defects at its sole cost. The City shall have thirty (30) days after receipt of notice in which to cure such Title Defects (or, if the Title Defects are not readily curable within said thirty (30) day period, then the City may have such additional time as the Developer may permit in writing, in which case, the Purchase Option or right of first refusal may, at the Developer’s option, be extended accordingly). Should the City be unable to cure the Title Defects prior to the expiration of said thirty (30) day period, the City shall notify the Developer of such fact within five (5) days after the expiration of such thirty (30) day period, and the Developer shall have the option to: (i) accept the Purchase Option or right of first refusal of the Project Site or portion thereof subject to the Title Company, with a copy thereof to Tenant, (i) an affidavit with respect to (i) mechanic’s liens, certifying that as of the Effective Date there are no known unpaid bills rendered Defects; or to be rendered for services performed or materials furnished to the Premises or that the same will be paid in the ordinary course of business; and (ii) parties in possession, certifying that on terminate this Agreement as to the Effective Date, there are no parties other than Landlord in possession applicable portion of the Premises; and (iii) provided Project Site upon written notice to the same do not expand any liability of Landlord beyond the terms of the Lease, any other affidavits or documents reasonably required by the Title Company to enable the Title Company to record a memorandum of this Lease, delete the standard title exceptions from Tenant’s title insurance policy (assuming Tenant has obtained a satisfactory Survey) and issue said title policy in the form reasonably required by TenantCity. (c) After The Developer shall notify the City of its election of alternative (i) or (ii) above within ten (10) days after receipt of notice from the City of the City’s inability or ability to cure the Title Defects. If the Developer fails to so notify the City within the aforesaid time period, the Developer shall be deemed to have elected alternative (i) above. If the Developer elects alternative (ii) above, an amount equal to the Deposit shall be paid to the Developer within ten (10) business days after the date hereof, Landlord shall in no way encumber or burden the Premises (except as expressly permitted under this Lease) without the prior written consent of Tenant, such consent not to be unreasonably withheld, conditioned or delayedtermination.

Title and Survey. (a) Tenant may obtain No more than thirty (30) days after the date of this Lease, Lessor shall furnish to Lessee at Lessor's expense, a current ALTA 1992 Form B standard commitment for owner's policy of title insurance commitment for the Premises (the “"Title Commitment”) "), issued by Old Republic Title, First American Title or another title insurance company acceptable to Tenant (the “Title Company”) , under which the Title Company shall agree to insure, in the name of Lessee and in the amount of the $283,380.00, Lessee's leasehold interest in the Premises demised premises. The Policy shall indicate that the demised premises shall be subject only to current general real estate taxes and special assessments not yet delinquent, to the ImprovementsPermitted Exceptions as described above in Section 2.1(b), committing and to insure Tenant against loss on account of any defect or encumbrance such other rights-of-way, easements, agreements, restrictions, and minor exceptions to title which, in the titlereasonable judgment of Lessee, unless herein excepted and an ALTA survey do not materially adversely affect the marketability of title or the usability of the Premises Property for the purposes herein contemplated by Purchaser. In addition, Lessor shall cause the Title Company to issue endorsements in said Title Commitment covering the following: (1) an access endorsement insuring that there is direct and unencumbered access for automobiles and commercial vehicles to and from the “Survey”)demised premises to physically open streets; (2) contiguity of all parcels comprising the demised premises and contiguity of the Property to physically open streets. (b) On No more than thirty (30) days after the Effective Datedate of this Lease, Landlord Lessor shall deliver furnish to Lessee, at Lessor's expense, a satisfactory survey of the demised premises, prepared and certified as of a date not more than sixty (60) days prior to the date of delivery to Lessee by an Illinois registered professional engineer or land surveyor reasonably acceptable to Lessee (the "Survey"), which: (1) is prepared in accordance with Minimum Standard Detail Requirements for Illinois Land Title Surveys for the benefit of Lessee and the Title Company, with a copy thereof ; (2) is accompanied by the preparer's certificate to Tenant, such effect; (i3) an affidavit with respect to set forth the legal description of and acreage contained within the demised premises; (i4) mechanic’s liens, certifying establishes that as the size of the Effective Date demised premises is approximately nineteen (19) acres; (5) establishes that there are no known unpaid bills rendered encroachments upon the demised premises from any adjacent property nor any encroachments upon any adjacent property from the demised premises; (6) shows the location of building lines, public and private right-of-way lines, all easements (whether recorded or visible), all existing means of access to be rendered for services performed or materials furnished to and from public roads and highways, and all utility lines and easements therefor upon the Premises or demised premises; (7) bears the preparer's certificate that the same will be paid in the ordinary course of business; and (ii) parties in possession, certifying that on the Effective Date, there are no parties other than Landlord in possession part of the Premises; and Property is located within any zone of a one hundred (iii100) provided year flood plain, nor within or adjacent to any navigable waters under the same do not expand any liability of Landlord beyond the terms jurisdiction of the Lease, any other affidavits or documents Illinois Department of Natural Resources; (8) and must otherwise be in a form reasonably required by acceptable to Lessee. The Minimum Standard Detail Certificate shall run in favor of Lessee and the Title Company. The Survey shall be in a form and substance sufficient to permit the Title Company to enable the Title Company to record waive any exceptions for survey and other matters which would be disclosed by a memorandum of this Lease, delete the standard title exceptions from Tenant’s title insurance policy (assuming Tenant has obtained a satisfactory Survey) proper and issue said title policy in the form reasonably required by Tenantcorrect survey. (c) After the date hereof, Landlord shall in no way encumber or burden the Premises (except as expressly permitted under this Lease) without the prior written consent of Tenant, such consent not to be unreasonably withheld, conditioned or delayed.

Title and Survey. (a) Tenant The obligation of Purchaser to close and consummate the transaction contemplated herein shall be subject to Purchaser’s being able to acquire title to the Property subject only to those matters approved or deemed approved by Purchaser in accordance with this Article IV. A. Purchaser, at Purchaser’s sole cost and expense, may obtain a title insurance commitment for currently dated ALTA survey of the Premises Property (the “Title CommitmentSurvey”). At Closing, upon Purchaser’s request, Seller shall execute a quitclaim deed in favor of Purchaser using the legal description of the Property based on the Survey. B. In addition to the conditions precedent set forth in Article XI, it shall be a condition precedent to the obligation of Purchaser to close and consummate the transaction contemplated herein that Seller convey to Purchaser fee simple title to the Property free and clear of all liens, leases, encumbrances, easements, encroachments, restrictions, covenants, assessments, charges, agreements and taxes, except for those matters approved or deemed approved by Purchaser pursuant to this Article IV (the “Permitted Exceptions”). On or before 5:00 pm on the sixtieth (60th) issued day after the Effective Date (the “Hard Date”), Purchaser shall deliver to Seller a title commitment from a nationally recognized title company selected by Old Republic Title, First American Title or another title insurance company acceptable to Tenant Purchaser (the “Title Company”) committing to insure Purchaser’s title to the Property in the amount of the leasehold interest in the Premises and the Improvements, committing to insure Tenant against loss on account of any defect or encumbrance in the title, unless herein excepted and an ALTA survey of the Premises Purchase Price (the “SurveyTitle Commitment”). (b) On the Effective Date, Landlord shall deliver together with a statement of any objections to Seller’s title to the Title CompanyProperty and any objections as to matters disclosed by the Survey (the “Objection Notice”). Within ten (10) days after receipt of the Objection Notice, with a copy thereof Seller may notify Purchaser whether it elects to Tenantcure any such objections, it being agreed that Seller has no obligation to do so except as otherwise specifically provided in this Agreement. In the event Seller fails to notify Purchaser whether it elects to cure any such objections within said ten (10) day period, Seller shall be deemed to have elected to not cure any such objections. In the event that Seller elects not to cure all such objections, within five (5) days after receipt of Seller’s election, or within fifteen (15) days after the date of the Objection Notice in the event Seller fails to notify Purchaser whether it elects to cure any such objections within ten (10) days after receipt of the Objection Notice, (i) an affidavit with respect Purchaser may terminate this Agreement and receive a full refund of the Deposit from Escrow Agent, and thereafter this Agreement shall be null and void and of no further force or effect, and neither Purchaser nor Seller shall have any further rights, duties, liabilities or obligations to the other by reason hereof, except for those matters that specifically survive such termination, or (ii) Purchaser may waive such objections and consummate the transaction contemplated herein without reduction of the Purchase Price. C. Purchaser shall have the right to update its title and survey examinations of the Property until the Closing Date, and in the event that such update of examinations discloses any matters (a “New Objection”) other than those shown on the Survey or the Title Commitment or approved or deemed approved by Purchaser pursuant to Section IV B which first occurred or appeared of record after the date of the Survey or Title Commitment, respectively, Purchaser shall deliver to Seller a statement of any New Objections within ten (10) days after obtaining knowledge thereof and Seller shall have until the Closing Date to cure any New Objections. In the event that Seller does not cure all New Objections of which Seller received written notice as provided herein, or all objections Seller agreed to cure pursuant to Section IV B herein on or before the Closing Date, (i) mechanic’s liens, certifying that as Purchaser may terminate this Agreement and receive a full refund of the Effective Date there are Deposit from Escrow Agent, and thereafter this Agreement shall be null and void and of no known unpaid bills rendered further force or to be rendered for services performed effect, and neither Purchaser nor Seller shall have any further rights, duties, liabilities or materials furnished obligations to the Premises or other by reason hereof, except for those matters that the same will be paid in the ordinary course of businessspecifically survive such termination; and (ii) parties in possession, certifying that on Purchaser may cure the Effective Date, there are no parties other than Landlord in possession of New Objections which arise by or through Seller and deduct the Premises; and reasonable cost thereof from the Purchase Price otherwise payable by Purchaser at Closing or (iii) provided Purchaser may waive such objections and consummate the same do not expand any liability of Landlord beyond the terms transaction contemplated herein without reduction of the LeasePurchase Price. D. Notwithstanding anything to the contrary contained herein, on or before the Closing Seller shall cause to be released of record any deed to secure debt, mortgage, collateral assignment of leases, or any other affidavits monetary lien or documents reasonably required encumbrance affecting the Property, which either (i) Seller agreed to cure pursuant to Section IV B herein on or before the Closing Date or (ii) is a New Objection; provided, however, as to any such monetary lien or encumbrance which in accordance with Georgia law can be discharged from the Property by the Title Company posting of a bond, Seller shall have the right to enable discharge such lien by the Title Company posting of an appropriate bond to record a memorandum of this Lease, delete the standard title exceptions from Tenant’s title insurance policy (assuming Tenant has obtained a satisfactory Survey) and issue said title policy in the form reasonably required by Tenanteffect such discharge. (c) After the date hereof, Landlord shall in no way encumber or burden the Premises (except as expressly permitted under this Lease) without the prior written consent of Tenant, such consent not to be unreasonably withheld, conditioned or delayed.

Title and Survey. Prior to or contemporaneously with execution of this Agreement, Seller has delivered or caused to be delivered to Purchaser, and Purchaser acknowledges receipt of, (ai) Tenant may obtain a preliminary title report or a commitment for an extended coverage owner’s policy of title insurance ALTA, Form 2006 insuring fee title to the Land to be issued at Closing, with a commitment for to insure the Premises gap from the period title was last examined to the date of recording of the Deed (the “Title Policy”), together with copies of all items shown as exceptions to title therein, issued by the Title Company and identified as Commitment Xx. XXX-000000-XXX0, dated November 7, 2019 and Commitment Xx. XXX-000000-XXX0, dated November 6, 2019 (collectively, the “Title Commitment”), and (ii) issued by Old Republic Title, First American Title or another title insurance company acceptable to Tenant (the “Title Company”) in the amount a copy of the leasehold interest in the Premises and the Improvements, committing to insure Tenant against loss on account of any defect or encumbrance in the title, unless herein excepted and an ALTA Seller’s existing survey of the Premises Land (the “Survey”). . Purchaser shall have until three (b3) On the Effective Date, Landlord shall deliver business days prior to the Approval Date to provide written notice to Seller of any matters shown by the Title CompanyCommitment or Survey which are not satisfactory to Purchaser in Purchaser’s sole discretion, with a copy thereof which notice (“Title Notice”) shall specify the reason such matter(s) are not satisfactory and the curative steps necessary to Tenantremove the basis for Purchaser’s disapproval; provided, however, that (i) the standard printed exceptions on an affidavit with respect to (i) mechanicowner’s lienspolicy of title insurance ALTA, certifying that as Form 2006 and non-delinquent liens for general and special real estate taxes and installment payments of special assessments, the current zoning of the Effective Date there are no known unpaid bills rendered Property, including all permits, waivers and stipulations, and the interest of any tenant occupying space at the Property, as a tenant only, and all matters arising out of any act of Purchaser or to Purchaser’s representatives shall be rendered for services performed or materials furnished to the Premises or that the same will be paid in the ordinary course of business; “Permitted Encumbrances”, and (ii) Seller shall be obligated to remove any exceptions caused by Seller’s voluntary acts after the end of the Due Diligence Period and not approved by Purchaser. “Permitted Encumbrances” shall not include any mechanic’s lien arising from any contract entered into by Seller or any monetary lien of Seller, except for taxes and special assessments not yet due and payable. Purchaser may not object to any Permitted Encumbrances. Notwithstanding (subject to) the above, after a Title Notice is provided to Seller, the parties shall then have until on or before the Approval Date or such later date as may be mutually acceptable, to make such arrangements or take such steps as they may mutually agree upon, if any, to satisfy Purchaser’s objection(s). Seller shall have no obligation to expend or agree to expend any funds, to undertake or agree to undertake any obligations or otherwise to cure or agree to cure any title or survey objections. Seller shall have no obligation (i) to cure a title objection unless required under the second to last sentence of the preceding paragraph, or (ii) to proceed to Closing without curing such title objection, 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 possessionresponse to a Title Notice. Except for those matters which Seller is obligated to remove pursuant to (ii) above, certifying that Purchaser’s sole right with respect to any Title Commitment or Survey matter to which it objects in a Title Notice given in a timely manner shall be to elect on or before the Approval Date to terminate this Agreement pursuant to Section 3.5 hereof (unless such matter is a matter which Seller is obligated to correct under the second to last sentence of the preceding paragraph) and subject to Purchaser’s rights under Section 10.3. If Seller fails to timely respond to any objection in a Title Notice, Seller shall be deemed to have elected not to cure same. All matters shown in the Title Commitment and/or Survey 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 has not undertaken an express obligation to cure as provided above, shall be deemed to be approved by Purchaser as “Permitted Encumbrances”, subject, however, to Purchaser’s termination right provided in Section 3.5 hereof. Permitted Encumbrances shall specifically include any items recorded against the Property as a result of the actions of Purchaser including, without limitation, any financing-related instruments. If, after the expiration of the Due Diligence Period and at any time prior to Closing, the Title Commitment is amended to add an adverse title exception (other than an item based on the Effective Title Company’s review of the Survey) not caused by Purchaser or any Purchaser Parties that will not be released of record with the Purchase Price proceeds payable to Seller, then Purchaser shall have until the earlier of (i) three (3) business days after receipt of such amended Title Commitment, or (ii) the Closing Date, there are no parties other than Landlord in possession to object to any such new matters not disclosed on the prior Title Commitment or Survey, as applicable, by delivering written notice of the Premises; any such objections to Seller and (iii) provided the same do not expand any liability of Landlord beyond the terms of the Lease, any other affidavits or documents reasonably required by the Title Company within such period. If Purchaser fails to enable make any such objections within such period, Purchaser shall be deemed to have approved such amended Title Commitment and such new matters shall be deemed to be additional Permitted Encumbrances. If Purchaser has made such objections, Seller shall have until the Title Company earlier of (i) three (3) business days after receipt of such objections, or (ii) the Closing Date, to record a memorandum of this Leaseelect to cure such objections, delete which then shall be cured at or prior to Closing. If Seller does not elect to cure any such matters within the standard title exceptions from Tenant’s title insurance policy (assuming Tenant has obtained a satisfactory Survey) and issue said title policy period specified in the form reasonably required preceding sentence, then Purchaser’s sole remedy shall be to elect, by Tenant. delivering written notice thereof to Seller and the Escrow Agent on or before the earlier of (ci) After three (3) business days after Seller’s election, or (ii) the date hereofClosing Date, Landlord shall in no way encumber or burden the Premises (except as expressly permitted under this Lease) without the prior written consent of Tenant, such consent not to be unreasonably withheld, conditioned or delayed.either:

Title and Survey. 6.1 Not later than fifteen (a15) Tenant may obtain a title insurance commitment for days after the Premises Effective Date (the “Title Commitment”"Survey Delivery Date") issued by Old Republic TitleSeller shall, First American Title or another title insurance company acceptable at its expense cause to Tenant be prepared and delivered to Purchaser a current (the “Title Company”no more than 6 months old) in the amount of the leasehold interest in the Premises and the Improvements, committing to insure Tenant against loss on account of any defect or encumbrance in the title, unless herein excepted and an ALTA "as built" survey of the Premises Land and Improvements by a licensed Colorado surveyor made to ALTA/ACSM minimum detail standards for a Class A survey (hereinafter referred to as the "Survey") and shall deliver the same to Purchaser. 6.2 Not later than the Survey Delivery Date, Seller shall furnish Purchaser, at Seller's expense, a current commitment for an ALTA Owner's Extended Coverage Policy of Title Insurance issued by Escrow Agent (the “Survey”"Title Commitment"), together with copies of instruments (or abstracts of instruments) listed in the schedule of exceptions in the Title Commitment. (b) On 6.3 The obligation of Purchaser to consummate its purchase of the Effective Property shall be subject to Purchaser's being able to acquire title to the Property subject only to those matters approved by Purchaser in accordance with this Article 6. 6.3.1 Ten days prior to the Inspection Contingency Date, Landlord Purchaser shall deliver to Seller a written statement of any objections to Seller's title to the Property and any objections as to matters disclosed by the Survey or the Title CompanyCommitment and Seller shall have a reasonable time thereafter, with a copy thereof not to Tenantexceed ten (10) days (the "Cure Notice Period"), within which to advise Purchaser in writing whether Seller elects to cure such matters on or before the Closing Date. 6.3.2 In the event that Seller fails to notify Purchaser of its election to cure such objections within the Cure Notice Period Purchaser shall have the option (to be exercised within ten (10) days after the end of the Cure Notice Period), to either (i) an affidavit give Seller written notice of its election to terminate this Agreement, in which event Purchaser shall be entitled to receive the return of the Deposit and all interest earned thereon from Escrow Agent, and thereafter this Agreement shall be null and void and of no further force or effect, and neither Purchaser nor Seller shall have any further rights, duties, liabilities or obligations to the other by reason hereof, except for the Inspection Indemnity, or (ii) waive such objections in writing to the Seller, and thereafter consummate the transaction contemplated herein without reduction of the Purchase Price. If Purchaser fails to give timely notice of its election of either alternative, Purchaser shall be deemed to have elected the second alternative. 6.3.3 It shall be a condition precedent to the obligation of Purchaser to consummate its purchase of the Property that Seller convey to Purchaser good, marketable and insurable fee-simple title to the Land, Appurtenants and Improvements (collectively, the "Real Property"), subject to the exceptions to title expressly approved by Purchaser in writing on or before the Inspection Contingency Date (collectively, the "Permitted Exceptions"); provided, however, that with respect to (i) mechanic’s liensany deed of trust, certifying that as deed to secure debt, mortgage, assignment of leases, or any other lien or encumbrance securing money due, Seller may cure such exception to title by agreeing to discharge the monetary obligation and obtain a termination or cancellation of the Effective Date there are no known unpaid bills rendered lien evidencing or to be rendered for services performed securing said obligation contemporaneously with the Closing, provided that Seller does in fact discharge such monetary obligation and obtain a termination or materials furnished cancellation of such lien contemporaneously with the Closing. The foregoing "cure" provisions shall not apply to the Premises or that the same will be paid Existing Loan (as defined in the ordinary course of business; and (iiSection 10.3) parties in possession, certifying that on the Effective Date, there are no parties other than Landlord in possession of the Premises; and (iii) provided the same do not expand any liability of Landlord beyond the terms of the Lease, any other affidavits or documents reasonably required being assumed by the Title Company to enable the Title Company to record a memorandum of this Lease, delete the standard title exceptions from Tenant’s title insurance policy (assuming Tenant has obtained a satisfactory Survey) and issue said title policy in the form reasonably required by TenantPurchaser. (c) After the date hereof, Landlord shall in no way encumber or burden the Premises (except as expressly permitted under this Lease) without the prior written consent of Tenant, such consent not to be unreasonably withheld, conditioned or delayed.

Title and Survey. CWS shall have the period from the date hereof to and ending at 5:00 p.m. on the date that is sixty (60) days from the date of this Agreement (the “Inspection Period”) to determine whether the title to all of the real property owned by the Company constituting part of the Assets (as that term is defined in Section 3.2(b) hereof) (the “Property”) is marketable and/or insurable (subject to the exceptions set forth on Schedule 1.5) at regular rates. If CWS determines during the Inspection Period that such title is neither marketable nor insurable (subject to the exceptions set forth on Schedule 1.5) at regular rates, CWS shall give the Company a written notice delivered prior to the termination of the Inspection Period setting forth any objections (the “CWS Title Objections”) that CWS has to title or survey matters affecting the marketability or insurability, as the case may be (subject to the exceptions set forth on Schedule 1.5), of the Property. For purposes of this Agreement, the standards of title of the Connecticut State Bar Association, to the extent applicable, shall govern the determination of marketable and/or insurable title (subject to the exceptions set forth on Schedule 1.5) at regular rates. The Company shall have the option to cure the CWS Title Objections within thirty (30) days after the date of such notice. If the Company elects not to cure or is unable to cure the CWS Title Objections by said date, CWS shall have the option to be exercised within ten (10) days of said date (in its sole discretion) of either (a) Tenant accepting the title as it then is for all purposes under this Agreement, waiving any additional rights CWS may obtain a title insurance commitment for have arising from such CWS Title Objections, and proceeding to carry out the Premises (the “Title Commitment”) issued by Old Republic Titletransactions contemplated herein, First American Title or another title insurance company acceptable to Tenant (the “Title Company”) in the amount of the leasehold interest in the Premises and the Improvements, committing to insure Tenant against loss on account of any defect or encumbrance in the title, unless herein excepted and an ALTA survey of the Premises (the “Survey”). (b) On terminating this Agreement, whereupon this Agreement shall terminate and CWS and the Effective DateCompany shall, Landlord subject to Sections 8.5 and 8.6 hereof, have no further obligations or liabilities hereunder, except that CWS’ obligations under Section 1.6 shall deliver survive. If CWS does not give such a notice setting forth any CWS Title Objections during the Inspection Period, this Agreement shall remain in full force and effect, except that CWS’ rights pursuant to this Section 1.5 shall terminate from and after the termination of the Inspection Period. Except for liens securing the debt set forth on the Company Financial Statements provided pursuant to Section 3.11 hereof and liens securing any other debt issued in connection with the financing of ordinary course trade payables consistent with past practice, as set forth on Schedule 1.5 hereto (together, the “Permitted Debt”), any other mortgages and liens securing any of the Company’s obligations for borrowed money shall be extinguished by the Company on or prior to the Title CompanyClosing Date. Notwithstanding the provisions of this Section 1.5, with a copy thereof CWS shall have the rights granted pursuant to Tenant, (i) an affidavit the provisions of Section 1.7 with respect to (i) mechanic’s liens, certifying that as any Title Objections regardless of the Effective Date there whether or not any such Title Objections are no known unpaid bills rendered or to be rendered for services performed or materials furnished set forth in CWS’ notice to the Premises or that the same will be paid in the ordinary course of business; and (ii) parties in possession, certifying that on the Effective Date, there are no parties other than Landlord in possession of the Premises; and (iii) provided the same do not expand any liability of Landlord beyond the terms of the Lease, any other affidavits or documents reasonably required by the Title Company to enable the Title Company to record a memorandum of this Lease, delete the standard title exceptions from Tenant’s title insurance policy (assuming Tenant has obtained a satisfactory Survey) and issue said title policy in the form reasonably required by TenantCompany. (c) After the date hereof, Landlord shall in no way encumber or burden the Premises (except as expressly permitted under this Lease) without the prior written consent of Tenant, such consent not to be unreasonably withheld, conditioned or delayed.

Title and Survey. (a) Tenant may obtain Within fifteen (15) business days after the Exercise Notice, ASDSC shall cause Commonwealth Land Title Company, 5847 San Felipe, Suite 4000, Houston, Texas, Attn: Paige Xxxxxx (the "Title Company"), to deliver xx Xxxxxxxxx, xx ASDSC's expense, a title current owner'x xxxxx insurance commitment for the Premises (the “"Commitment") naming Kellstrom as the intended insured, which shall xxxx XXXSC to be vested with and ASDSC shall convey to Kellstrom, good, marketable and insurable fee xxxxxx xxtle to the Realty, free and clear of all liens and encumbrances, except the following (the "Permitted Exceptions"): (i) Ad valorem real estate taxes for 2000 and subsequent years, which at the time of Closing shall not yet be due and payable; (ii) All matters shown on Schedule B, Item 9 of the Commonwealth Land Title Insurance Company Commitment with an effective date of October 8, 2000 and G.F. No. 0084136 (the "October Commitment”"); (iii) issued Matters set forth in this Letter Agreement; (iv) Matters to be satisfied by Old Republic Title, First American Title ASDSC at or another title insurance company before the Closing of this transaction; and (v) Any other matters acceptable to Tenant (the “Title Company”) in the amount of the leasehold interest in the Premises and the Improvements, committing to insure Tenant against loss on account of any defect or encumbrance in the title, unless herein excepted and an ALTA survey of the Premises (the “Survey”)Kellstrom. (b) On the Effective DateWithin fifteen (15) business days xxxxx xxx Exercise Notice, Landlord shall deliver to the Title CompanyKellstrom may obtain, with a copy thereof to Tenantat Kellstrom's expense, (i) an affidavit with respect to (i) mechanic’s liens, certifying that as xxxxxx of the Effective Date there are no known unpaid bills rendered or Survey ox xxx Xxxxxy (the "Updated Survey"). The Commitment to be rendered for services performed or materials furnished to the Premises or that the same will be paid in the ordinary course of business; and (ii) parties in possession, certifying that on the Effective Date, there are no parties other than Landlord in possession of the Premises; and (iii) provided the same do not expand any liability of Landlord beyond the terms of the Lease, any other affidavits or documents reasonably required delivered by the Title Company to enable Kellstrom shall show title to the Realty to be vested in ASDSC subjexx xxxx xo the Permitted Exceptions. If Kellstrom finds title to be defective (but only to the extent not dixxxxxxx xn the October Commitment) or if the Updated Survey discloses any encroachment in the Realty or that improvements located on the Realty encroach on setback lines, easements, lands of others or violate any restrictions, provisions of this Letter Agreement or applicable governmental regulations (and provided that the Title Company cannot provide affirmative insurance as to record a memorandum such items; and provided further that such items were not disclosed on the Survey, Kellstrom shall, within ten (10) days after Kellstrom's receipt of this Leasetxx Xxxxxxment and Updated Survey, delete notify ASDXX xx xxxxxng specifying the standard title exceptions from Tenant’s title insurance policy (assuming Tenant has obtained a satisfactory Surveydefect(s) and issue said title policy in the form reasonably required by Tenant. (c) After the date hereof, Landlord ASDSC shall in no way encumber or burden the Premises (except as expressly permitted under this Lease) without the prior written consent of Tenant, cause such consent not defects to be unreasonably withheldcured by the Closing Date or at Closing, conditioned including the bringing of lawsuits if necessary. ASDSC agrees to remove by payment, bonding, or delayedotherwise any lien against the Property capable of removal by the payment of money or bonding. ASDSC shall execute appropriate documents at Closing as required for "gap coverage" by the title insurer to the extent the title insurer can provide such gap coverage.

Title and Survey. CWS shall have the period from the date hereof to and ending at 5:00 p.m. on the date that is forty-five (45) days from the date of this Agreement (the “Inspection Period”) to determine whether the title to all of the real property constituting part of the Assets (as that term is defined in Section 3.2(b) hereof) (the “Property”) is marketable and/or insurable (subject to the exceptions set forth on Schedule 1.5, which shall be reasonably acceptable to CWS) at regular rates. If CWS determines during the Inspection Period that such title is neither marketable nor insurable (subject to the exceptions set forth on Schedule 1.5) at regular rates, CWS shall give the Company a written notice delivered prior to the termination of the Inspection Period setting forth any objections (the “CWS Title Objections”) that CWS has to title or survey matters affecting the marketability or insurability, as the case may be (subject to the exceptions set forth on Schedule 1.5), of the Property. For purposes of this Agreement, the standards of title of the Maine State Bar Association, to the extent applicable, shall govern the determination of marketable and/or insurable title (subject to the exceptions set forth on Schedule 1.5) at regular rates. The Company shall have the option to cure the CWS Title Objections within thirty (30) days after the date of such notice. If the Company elects not to cure or is unable to cure the CWS Title Objections by said date, CWS shall have the option to be exercised within ten (10) days of said date (in its sole discretion) of either (a) Tenant accepting the title as it then is for all purposes under this Agreement, waiving any additional rights CWS may obtain a title insurance commitment for have arising from such CWS Title Objections, and proceeding to carry out the Premises (the “Title Commitment”) issued by Old Republic Titletransactions contemplated herein, First American Title or another title insurance company acceptable to Tenant (the “Title Company”) in the amount of the leasehold interest in the Premises and the Improvements, committing to insure Tenant against loss on account of any defect or encumbrance in the title, unless herein excepted and an ALTA survey of the Premises (the “Survey”). (b) On terminating this Agreement, whereupon this Agreement shall terminate and CWS and the Effective DateCompany shall, Landlord subject to Section 8.5 hereof, have no further obligations or liabilities hereunder. If CWS does not give such a notice setting forth any CWS Title Objections during the Inspection Period, this Agreement shall deliver remain in full force and effect, except that CWS’ rights pursuant to this Section 1.5 shall terminate from and after the termination of the Inspection Period. Except for liens securing the debt set forth on the Company Financial Statements provided pursuant to Section 3.11 hereof and liens securing debt set forth on Schedule 1.5 hereto (in either case, the “Permitted Debt”), any other mortgages and liens securing any of the Company’s obligations for borrowed money shall be extinguished by the Company on or prior to the Title CompanyClosing Date. Notwithstanding the provisions of this Section 1.5, with a copy thereof CWS shall have the rights granted pursuant to Tenant, (i) an affidavit the provisions of Section 1.7 with respect to (i) mechanic’s liens, certifying that as any Title Objections regardless of the Effective Date there whether or not any such Title Objections are no known unpaid bills rendered or to be rendered for services performed or materials furnished set forth in CWS’ notice to the Premises or that the same will be paid in the ordinary course of business; and (ii) parties in possession, certifying that on the Effective Date, there are no parties other than Landlord in possession of the Premises; and (iii) provided the same do not expand any liability of Landlord beyond the terms of the Lease, any other affidavits or documents reasonably required by the Title Company to enable the Title Company to record a memorandum of this Lease, delete the standard title exceptions from Tenant’s title insurance policy (assuming Tenant has obtained a satisfactory Survey) and issue said title policy in the form reasonably required by TenantCompany. (c) After the date hereof, Landlord shall in no way encumber or burden the Premises (except as expressly permitted under this Lease) without the prior written consent of Tenant, such consent not to be unreasonably withheld, conditioned or delayed.

Title and Survey. A. Within ten (a10) Tenant may obtain a title insurance commitment for the Premises (the “Title Commitment”) issued by Old Republic Title, First American Title or another title insurance company acceptable to Tenant (the “Title Company”) in the amount of the leasehold interest in the Premises and the Improvements, committing to insure Tenant against loss on account of any defect or encumbrance in the title, unless herein excepted and an ALTA survey of the Premises (the “Survey”). (b) On days after the Effective Date, Landlord shall deliver Contributor will cause to be delivered to Plymouth the Title CompanyCommitment. Contributor shall also cooperate with Plymouth to obtain, with a copy thereof to Tenantat Plymouth’s sole cost, (i) an affidavit with respect to (i) mechanicupdate of Contributor’s liens, certifying that as of the Effective Date there are no known unpaid bills rendered or to be rendered for services performed or materials furnished to the Premises or that the same will be paid in the ordinary course of business; and (ii) parties in possession, certifying that on the Effective Date, there are no parties other than Landlord in possession most recent ALTA/ACSM survey of the Premises; and . B. Plymouth will have a period of ten (iii10) provided the same do not expand any liability of Landlord beyond the terms days after Plymouth’s receipt of the Lease, any other affidavits or documents reasonably required by last of the Title Company Commitment to enable deliver the Title Company Objections, if any, to record a memorandum Contributor. C. If Plymouth timely furnishes the Title Objections to Contributor within such ten-day period, then Contributor shall, within five (5) days of receipt of the Title Objections, either satisfy the Title Objections at Contributor’s sole cost and expense, or promptly notify Plymouth in writing of the Title Objections that Contributor cannot or will not satisfy at Contributor’s expense; provided, however, that if Contributor fails to provide such notice, Contributor shall be deemed to have elected not to cure any such Title Objections. If Contributor elects (or is deemed to elect) not to satisfy any of the Title Objections within such five-day period, then Plymouth shall have the option of either (1) waiving the unsatisfied Title Objections, in which event the unsatisfied Title Objections will become Permitted Exceptions, or (2) terminating this Agreement (which option shall be exercised by written notice furnished to Contributor within five (5) days after receipt by Plymouth of Contributor’s response to Plymouth’s Title Objections), in which event the Xxxxxxx Money shall be returned to Plymouth, and the parties shall have no further obligations hereunder except for those expressly surviving termination of this Lease, delete the standard title exceptions from Tenant’s title insurance policy (assuming Tenant has obtained a satisfactory Survey) and issue said title policy in the form reasonably required by Tenant. (c) After the date hereof, Landlord Agreement. Failure of Plymouth to timely furnish notice of such election shall in no way encumber or burden the Premises (except as expressly permitted under this Lease) without the prior written consent of Tenant, such consent not be deemed to be unreasonably withheld, conditioned or delayedan election by Plymouth of the option described in clause (2).

Title and Survey. Within five (a5) Tenant may obtain a title insurance commitment for the Premises (the “Title Commitment”) issued by Old Republic Title, First American Title or another title insurance company acceptable to Tenant (the “Title Company”) in the amount business days of the leasehold interest in the Premises and the Improvements, committing to insure Tenant against loss on account of any defect or encumbrance in the title, unless herein excepted and an ALTA survey of the Premises (the “Survey”). (b) On the Effective Date, Landlord Seller shall deliver to Buyer or Buyer shall have received (1) a preliminary title report with respect to the Property (the "TITLE REPORT") from Title Company; (2) copies of all of the documents listed as exceptions thereon, as well as evidence of Seller's vesting and any applicable tract maps(s) (the "UNDERLYING TITLE DOCUMENTS"); and (3) a copy of all existing surveys covering the Land and Improvements. Within three (3) business days of Buyer's receipt of the Title Report, the Underlying Title Documents and all existing surveys covering the Land and Improvements, Buyer shall order an update to the existing survey covering the Land and the Improvements (such update being the "Survey") (the Title Report, the Underlying Title Documents, and the Survey are collectively referred to herein as the "TITLE DOCUMENTS"). Unless Buyer gives written notice ("TITLE DISAPPROVAL NOTICE") to Seller that it disapproves any of the exceptions shown on the Title Report or the matters disclosed by the Survey, stating the exceptions so disapproved, on or before ten (10) business days after Buyer shall have received all of the Title Documents, then, subject to Section 4B below, Buyer shall be deemed to have approved the Title Documents. If Buyer has provided a Title Disapproval Notice to Seller, then Seller may provide notice (a "RESPONSE NOTICE") to Buyer, not later than five (5) business days from the receipt of the Title Disapproval Notice, indicating whether or not, on or before the Closing Date, Seller will (i) remove any such disapproved exceptions in a manner satisfactory to Buyer in its sole discretion (other than any title defects created by Seller after the effective date of the Title Report and instruments which secure monetary obligations, including, without limitation, all mortgages, judgment liens, and mechanics and materialmen's liens, and the standard printed exceptions customarily found in an ALTA owners' policy form 10-17-70 and any excise taxes and assessments which will be past due as of the Closing Date, all of which Seller shall be obligated to remove (the "SELLER TITLE DEFECTS"), and (ii) correct any disapproved Survey matter. Further, Seller agrees that Seller has not since the effective date of the Title Report and will not (unless this Agreement is terminated) enter into any new title documents of record (or amend any existing agreements as affecting title to the Property other than to cause the Seller Title Defects to be removed as exceptions to title) after the expiration of the Due Diligence Period without first obtaining the consent of Buyer (the foregoing being an "INTENTIONAL TITLE ITEM"). If Seller has provided a Response Notice to Buyer on or before five (5) business days from the receipt of the Title Disapproval Notice, stating that Seller will not remove any such disapproved exceptions or will not correct any disapproved Survey matter or if Seller has not provided a Response Notice to Buyer on or before five (5) business days from the receipt of the Title Disapproval Notice (which shall be deemed an election by Seller to not remove or correct such items in the Title Disapproval Notice), then Buyer will have the right, which it may elect to exercise not later than five (5) business days after the date of receipt or deemed receipt of the Response Notice, either to waive Buyer's objection to such disapproved exceptions or Survey matter or to terminate this Agreement, and Buyer's failure to so elect shall be deemed an election by Buyer to terminate this Agreement. In the event of any such termination (or deemed termination), the Title Company shall promptly deliver the Deposit to Buyer, and the parties shall have no further obligations or liabilities hereunder (except for those matters that expressly survive the termination of this Agreement). All exceptions in the Title Report and matters on the Survey that are approved or deemed approved by Buyer pursuant to this Section 4A are hereinafter collectively referred to as "PERMITTED EXCEPTIONS"; provided that in no event shall any Seller Title Defects or Intentional Title Items be considered Permitted Exceptions, and Seller shall be obligated to remove the same. Notwithstanding the foregoing, and in connection the issuance of the "Title Policy" (as defined herein), Seller shall be obligated to deliver to the Title Company, with a copy thereof to Tenant, Company (ia) an owner's affidavit with respect to (i) mechanic’s lienson the Title Company's standard form, certifying that as of the Effective Date there are no known unpaid bills rendered or to be rendered for services performed or materials furnished to the Premises or that the same will be paid in the ordinary course of business; and (iib) parties in possession, certifying that on the Effective Date, there are no parties an indemnity or other than Landlord in possession of the Premises; and (iii) provided the same do not expand any liability of Landlord beyond the terms of the Lease, any other affidavits or documents reasonably required by assurance satisfactory to the Title Company and Buyer (in Buyer's sole and absolute discretion) to enable the Title Company to record a memorandum issue the Title Policy without an exception relating to taxes and assessments attributable to the period prior to the Closing Date, the "Seller Tax Audit" (as defined herein) or pursuant to the terms of this Lease, delete the standard title exceptions from Tenant’s title insurance policy (assuming Tenant has obtained a satisfactory Survey) and issue said title policy in the form reasonably required by TenantSeller Tax Audit or any matter covered thereby. (c) After the date hereof, Landlord shall in no way encumber or burden the Premises (except as expressly permitted under this Lease) without the prior written consent of Tenant, such consent not to be unreasonably withheld, conditioned or delayed.

Title and Survey. Within three (a3) Tenant may obtain business days of the execution by Purchaser and Seller of this Agreement, Seller shall order from, and, upon completion, cause the Title Company to deliver to Purchaser a commitment for title insurance commitment (the "TITLE COMMITMENT") for the Premises Property together with copies (to the “extent recorded) of each of the underlying documents listed as an exception on the Title Commitment”, as well as copies of any surveys or easement plats that Seller or Title Company may have in their possession with respect to the Real Property (together with an update of same to paid for by Seller, the "SURVEY"). Within seven (7) issued days after receipt by Old Republic TitlePurchaser of the Title Commitment, First American the Survey and all underlying documents of record, Purchaser will notify Seller and the Title Company of any restrictions, reservations, limitations, easements, conditions, defects or another title insurance company encumbrances disclosed in the Title Commitment that are objectionable to Purchaser (together herein called "TITLE DEFECTS" ). All exceptions shown on the Title Commitment not objected to by Purchaser in its notice to Seller shall be deemed acceptable to Tenant Purchaser. Seller shall have a period of seven (the “7) days following Seller's receipt of Purchaser's objection to any Title Company”) Defects in the amount which to notify Purchaser which of the leasehold interest in the Premises and the Improvementssuch Title Defects Seller will cure or have removed. If Seller will not cure or remove all such Title Defects, committing to insure Tenant against loss on account of any defect or encumbrance in the title, unless herein excepted and an ALTA survey of the Premises (the “Survey”). (b) On the Effective Date, Landlord Purchaser shall deliver to the Title Company, with a copy thereof to Tenant, (i) an affidavit with respect elect either to (i) mechanic’s lienswaive its objection to those Title Defects that Seller will not cure or remove, certifying that as in which case this Agreement will continue, and Seller shall have until expiration of the Effective Date there are no known unpaid bills rendered Inspection Period to use its commercially reasonable efforts to cure or remove those Title Defects identified in its notice to be rendered for services performed Purchaser as Title Defects that Seller will cure or materials furnished to the Premises remove; or that the same will be paid in the ordinary course of business; and (ii) terminate this Agreement, in which case, the Escrow Company shall thereupon return to Purchaser the funds and documents previously paid or deposited by it, including, but not limited to, the Deposit, and the parties shall be fully released and discharged from any obligation hereunder. Purchaser shall notify Seller of its election in possessionwriting within three (3) days after receipt of Seller's notice, certifying and Purchaser's failure to provide such timely notice in response to Seller's notice shall constitute Purchaser's election to waive its objection to the Title Defects that on Seller will not cure or remove and proceed as provided in (i) above. Notwithstanding anything to the Effective contrary contained in this Section 4.06, prior to the Closing Date, there are no parties Seller shall remove and discharge from record any and all deeds of trust, mortgages, mechanic's liens for work performed on or material delivered to the Property, delinquent taxes and delinquent assessments (collectively, the "MONETARY EXCEPTIONS") encumbering title to the Real Property regardless of whether Purchaser has objected thereto or not. Seller acknowledges and agrees that in the event that Seller fails or refuses to remove and discharge any Monetary Exception from title on or prior to the Closing Date, Purchaser may instruct the Escrow Company to use and apply Purchase Price at the Closing Date to remove such Monetary Exceptions. Notwithstanding anything to the contrary contained herein, if any new lien, covenant, condition, restriction, reservation, easement, right of way or other encumbrance affecting the Real Property (each, a "NEW EXCEPTION") becomes of record after the date of the Title Commitment (other than Landlord an exception caused by Purchaser or consented to in possession writing by Purchaser), then (i) if the New Exception was caused or consented to by Seller or any of its affiliates, then Seller shall cause such New Exception to be removed prior to the PremisesClosing Date; and or (iiiii) provided if the same do New Exception was not expand caused or consented to by Seller or any liability of Landlord beyond its affiliates, then Seller may, but shall not be obligated to, remove such new title exception within five (5) days after receipt of notice of such New Exception. If Seller elects or is obligated to remove a New Exception, then, if necessary, the terms of Seller may extend the LeaseClosing Date by up to five (5) Business Days to permit or arrange for any such removal. In the event that, any other affidavits or documents reasonably required by the Title Company pursuant to enable the Title Company to record a memorandum of this Lease, delete the standard title exceptions from Tenant’s title insurance policy clause (assuming Tenant has obtained a satisfactory Surveyii) and issue said title policy in the form reasonably required by Tenant. (c) After the date hereofprevious paragraph, Landlord shall in no way encumber or burden the Premises (except as expressly permitted under this Lease) without the prior written consent of Tenant, such consent Seller elects not to remove such New Exception within such period, then Purchaser shall have the right, by written notice to Seller and the Escrow Company given within five (5) Business Days after receipt of written notice from Seller that Seller has elected not to remove such New Exception, to (A) accept such New Exception or (B) terminate this Agreement, in which case Purchaser shall be unreasonably withheldrefunded the Deposit, conditioned this Agreement shall become null and void and of no further force or delayedeffect and the parties shall thereafter have no further rights or obligations hereunder. If such New Exception was caused by or consented to in writing by Purchaser, then Purchaser shall take title to the Property subject to such New Exception.

Title and Survey. CWS shall have the period from the date hereof to and ending at 5:00 p.m. on the date that is forty-five (45) days from the date of this Agreement (the “Inspection Period”) to determine whether the title to all of the real property owned by the Company constituting part of the Assets (as that term is defined in Section 3.2(b) hereof) (the “Property”) is marketable and/or insurable (subject to the exceptions set forth on Schedule 1.5) at regular rates. If CWS determines during the Inspection Period that such title is neither marketable nor insurable (subject to the exceptions set forth on Schedule 1.5) at regular rates, CWS shall give the Company a written notice delivered prior to the termination of the Inspection Period setting forth any objections (the “CWS Title Objections”) that CWS has to title or survey matters affecting the marketability or insurability, as the case may be (subject to the exceptions set forth on Schedule 1.5), of the Property. For purposes of this Agreement, the standards of title of the Connecticut State Bar Association, to the extent applicable, shall govern the determination of marketable and/or insurable title (subject to the exceptions set forth on Schedule 1.5) at regular rates. The Company shall have the option to cure the CWS Title Objections within thirty (30) days after the date of such notice. If the Company elects not to cure or is unable to cure the CWS Title Objections by said date, CWS shall have the option to be exercised within ten (10) days of said date (in its sole discretion) of either (a) Tenant accepting the title as it then is for all purposes under this Agreement, waiving any additional rights CWS may obtain have arising from such CWS Title Objections, and proceeding to carry out the transactions contemplated herein, or (b) terminating this Agreement, whereupon this Agreement shall terminate and CWS and the Company shall, subject to Sections 8.5 and 8.6 hereof, have no further obligations or liabilities hereunder. If CWS does not give such a title insurance commitment notice setting forth any CWS Title Objections during the Inspection Period, this Agreement shall remain in full force and effect, except that CWS’ rights pursuant to this Section 1.5 shall terminate from and after the termination of the Inspection Period. Except for liens securing the Premises debt set forth on the Company Financial Statements provided pursuant to Section 3.11 hereof and liens securing debt set forth on Schedule 1.5 hereto (the “Title CommitmentPermitted Debt”) issued by Old Republic Title), First American Title or another title insurance company acceptable to Tenant (the “Title Company”) in the amount any other mortgages and liens securing any of the leasehold interest in Company’s obligations for borrowed money shall be extinguished by the Premises and the Improvements, committing to insure Tenant against loss Company on account of any defect or encumbrance in the title, unless herein excepted and an ALTA survey of the Premises (the “Survey”). (b) On the Effective Date, Landlord shall deliver prior to the Title CompanyClosing Date. Notwithstanding the provisions of this Section 1.5, CWS shall have the rights granted pursuant to and in accordance with a copy thereof to Tenant, (i) an affidavit the provisions of Section 1.7 with respect to (i) mechanic’s liens, certifying that as any Title Objections regardless of the Effective Date there whether or not any such Title Objections are no known unpaid bills rendered or to be rendered for services performed or materials furnished set forth in CWS’ notice to the Premises or that the same will be paid in the ordinary course of business; and (ii) parties in possession, certifying that on the Effective Date, there are no parties other than Landlord in possession of the Premises; and (iii) provided the same do not expand any liability of Landlord beyond the terms of the Lease, any other affidavits or documents reasonably required by the Title Company to enable the Title Company to record a memorandum of this Lease, delete the standard title exceptions from Tenant’s title insurance policy (assuming Tenant has obtained a satisfactory Survey) and issue said title policy in the form reasonably required by TenantCompany. (c) After the date hereof, Landlord shall in no way encumber or burden the Premises (except as expressly permitted under this Lease) without the prior written consent of Tenant, such consent not to be unreasonably withheld, conditioned or delayed.

Title and Survey. (a) Tenant may obtain a title insurance commitment for the Premises (the “Title Commitment”) issued by Old Republic Title, First American Title or another title insurance company acceptable to Tenant (the “Title Company”) in the amount 3.1 As of the leasehold interest in the Premises and the Improvements, committing to insure Tenant against loss on account of any defect or encumbrance in the title, unless herein excepted and an ALTA survey of the Premises (the “Survey”). (b) On the Effective Date, Landlord shall deliver Contributor has posted to the Data Room, as part of the Property Documents, commitments for the Title CompanyInsurance Policies issued by Title Company (the “Commitments”) including the underlying documents noted therein as exceptions to title. If written objections to title to the Properties are made by or on behalf of NM no later than August 31, 2018 that title to the Properties is not acceptable, Contributor shall have seven (7) days following the date that it receives written notice of such objections in order to provide NM with a copy thereof written notice as to Tenantwhich objectionable items Contributor and/or Title Company are willing or able to cure or remove, and revised title commitments evidencing that such objections have been remedied and/or that at Closing Contributor will remedy or will have remedied such objections or that the Title Company shall insure over the same, provided, however, it is expressly understood that Contributor shall have no obligation to effect the cure of any such objections; provided however, Contributor agrees to consult with the Title Company in order to determine which objectionable items, if any, the Title Company is willing to remove. Anything in this Agreement to the contrary notwithstanding, Contributor shall, prior to Closing, cause deletion from the title policy or cause for the providing of affirmative title insurance over: (i) an affidavit with respect liens and security interests securing any loan to (i) mechanic’s liensany Contribution Entity as it relates to any Property, certifying that as of the Effective Date there are no known unpaid bills rendered or to be rendered for services performed or materials furnished to the Premises or that the same will be paid in the ordinary course of business; and (ii) parties any other liens or security interests, including mechanics’ liens, created by or through Contributor or any of the Contributed Entities to secure monetary obligations as it relates to any Property, other than liens for ad valorem taxes and assessments for the current calendar year not yet due or payable. If Contributor is unable or unwilling to obtain such revised title commitments or commit to remedy such objections within such seven (7) day period, NM, after receipt of such notice from Contributor shall have the option (a) to proceed with the Closing, in possessionwhich event the Permitted Exceptions shall be deemed to include such objections; or (b) to terminate this Agreement and receive a refund of the Deposit, certifying that in full termination of any and all liabilities and rights of NM and Contributor under this Agreement (except those expressly provided herein to survive such termination) by delivery of notice of termination to Contributor on or prior to the end of the Diligence Period. All matters affecting the Properties disclosed on the Effective DateCommitments, there are no parties other than Landlord or Surveys, as applicable, except those specifically and timely objected to by NM in possession of the Premises; accordance with this Section, shall be deemed approved by NM and (iii) provided the same do not expand any liability of Landlord beyond the terms of the Lease, any other affidavits or documents reasonably required by the Title Company shall be deemed to enable the Title Company to record a memorandum of this Lease, delete the standard title exceptions from Tenant’s title insurance policy (assuming Tenant has obtained a satisfactory Survey) and issue said title policy in the form reasonably required by Tenantbe “Permitted Exceptions”. (c) After 3.2 As of the date hereof, Landlord Contributor has posted to the Data Room, and NM acknowledges receipt of copies, of the most recent ALTA surveys for the Properties that are in their possession (“Surveys”). NM may review the Surveys and at NM’s option may obtain new Surveys of the Properties, and no later than August 31, 2018 may provide Contributor with any written objections to Surveys to the Properties. Any objections to the Surveys shall be subject to the same terms relating to title objections set forth in no way encumber Section 3.1 above, and NM shall have the same rights set forth in subclauses (a) and (b) of Section 3.1 if Contributor is unable or burden unwilling to remedy such Survey objections. Notwithstanding the Premises (except as expressly permitted under this Lease) without foregoing, Contributor shall use commercially reasonable efforts to remedy any objections to the prior written consent of Tenant, such consent not to be unreasonably withheld, conditioned or delayedSurveys set forth on Schedule 3.2.

Title and Survey. Seller covenants and agrees that Seller, at its sole ---------------- cost and expense, shall, on or before ten (a10) Tenant may obtain a title insurance commitment for days after the Premises (the “Title Commitment”) issued by Effective Date of this Agreement cause Old Republic TitleNational Title Insurance Company, First American Title or another such other such title insurance company acceptable to Tenant Purchaser (herein referred to as the “"Title Company”"), to deliver to Purchaser its commitment (herein referred to as the "Title Commitment") to issue to Purchaser, upon the recording of the 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 of title insurance with extended coverage, in the amount of the leasehold interest 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 "B" attached hereto and by this reference made a part thereof (herein referred to as the Premises ("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 Improvements, committing to insure right of the Tenant against loss on account (as hereinafter defined) under the Lease. If the Title Commitment shall contain an exception for the state of any defect or encumbrance in the title, unless herein excepted and an ALTA facts which would be disclosed by a survey of the Premises 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 as-built survey which Seller shall obtain at its sole cost and expense for the benefit of Purchaser. Seller shall also cause to be delivered to Purchaser together with such Title Commitment, legible copies of all documents and instruments referred to therein. Purchaser, upon receipt of the Title Commitment and the copies of the documents and instruments referred to therein, shall then have ten (10) days during which to examine the “Survey”). (b) On same, after which Purchaser shall notify Seller of any defects or objections affecting the Effective Date, Landlord shall deliver marketability of the title to the Title CompanyProperty including the Permitted Exceptions. Seller shall then have until the Closing to cure such defects and objections and shall, with a copy thereof in good faith, exercise reasonable diligence to Tenantcure such defects and objections. If Seller fails to satisfy such defects or objections by the date of Closing, then, at the option of Purchaser: (i) an affidavit with respect if any such 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 (i) secure debt, mechanic’s 's or materialman's liens, certifying that as of or other such monetary encumbrances, Purchaser shall have the Effective Date there are no known unpaid bills rendered right to cure such defects or to objections, in which event the Purchase Price shall be rendered for services performed or materials furnished reduced by an amount equal to the Premises costs and expenses incurred by Purchaser in connection with the curing of such defects or that objections, and upon such curing, the same will be paid Closing hereof shall proceed in accordance with the ordinary course terms of businessthis Agreement; and or (ii) parties Purchaser shall have the right to terminate this Agreement 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 possessionthe Purchase Price, certifying that on in which event such defects and objections shall be deemed "Permitted Exceptions"; or (iv) Purchaser may elect to extend the Effective DateClosing for thirty (30) days in order to allow Seller additional time to satisfy such defects and objections. If the Purchaser elects option (iv) above, there and such defects and objections are no parties other than Landlord not cured by Seller to the satisfaction of Purchaser within such extended time period, Purchaser shall then have the options set forth in possession of the Premises; items (i), (ii), and (iii) provided the same do not expand any liability of Landlord beyond the terms of the Lease, any other affidavits or documents reasonably required by the Title Company to enable the Title Company to record a memorandum of this Lease, delete the standard title exceptions from Tenant’s title insurance policy (assuming Tenant has obtained a satisfactory Survey) and issue said title policy in the form reasonably required by Tenantabove. (c) After the date hereof, Landlord shall in no way encumber or burden the Premises (except as expressly permitted under this Lease) without the prior written consent of Tenant, such consent not to be unreasonably withheld, conditioned or delayed.

Title and Survey. 4.2.1 Within thirty (30) days following the Contract Date ("Title Objection Period"), MRP shall cause (a) Tenant may obtain a title insurance commitment for the Premises (the “Title Commitment”) issued by Old Republic Title, First American Title or another title insurance company acceptable to Tenant (the “Title Company”) in the amount of the leasehold interest in the Premises and the Improvements, committing to insure Tenant against loss on account of any defect or encumbrance in the title, unless herein excepted and an ALTA survey of the Premises (the “Survey”). (b) On the Effective Date, Landlord shall deliver to the Title Company, with a copy thereof to Tenant, (i) an affidavit with respect to (i) mechanic’s liens, certifying that as of the Effective Date there are no known unpaid bills rendered or to be rendered for services performed or materials furnished to the Premises or that the same will be paid in the ordinary course of business; and (ii) parties in possession, certifying that on the Effective Date, there are no parties other than Landlord in possession of the Premises; and (iii) provided the same do not expand any liability of Landlord beyond the terms of the Lease, any other affidavits or documents reasonably required by the Title Company to enable issue and deliver to MRP a commitment for an ALTA Owner's Policy of Title Insurance ("Title Commitment") for the Company Parcel (and affirmatively insuring the Company's rights under the REA and any other easements appurtenant to the Property, as part of the insured legal description of the property insured thereunder) naming the Company as the insured, and (b) a survey ("Survey") to be performed of the Company Parcel (based upon the projected boundaries as shown on Exhibit A) in accordance with the Survey Standards. Promptly after receipt, MRP shall deliver a copy of the Title Commitment and the Survey to FRP. Prior to the expiration of the Title Objection Period, MRP shall notify FRP in writing (the "Title Objection Notice") of any matter set forth on the Title Commitment or Survey (other than matters described on Schedule 1.1.68) that in MRP's reasonable judgment materially and adversely impacts development of the Company Parcel in accordance with this Agreement (each such matter, an "Objection"). All matters existing as of the date of the Title Commitment and not addressed in MRP's Title Objection Notice (other than the Objections FRP is obligated to record a memorandum cure or has elected to cure pursuant to this Section 4.2), shall constitute Permitted Exceptions. Within five (5) Business Days following receipt of this Leasethe Title Objection Notice, delete FRP shall notify MRP in writing (the standard title exceptions from Tenant’s title insurance policy (assuming Tenant has obtained a satisfactory Survey"Title Response Notice") and issue said title policy in which Objections FRP elects to cure at or before the form reasonably required by TenantClosing. 4.2.2 Notwithstanding anything to the contrary contained in Section 4.2.1, FRP shall be obligated to cause the release or removal of, at or before the Closing (ci)any mortgage lien encumbering the Company Parcel, (ii)any mechanics' lien or materialmen's lien encumbering the Company Parcel except to the extent attributable to work performed for MRP, and (iii)any judgment lien, tax lien (other than taxes not yet due and payable) After or other lien securing a monetary amount, which encumbers the date hereofCompany Parcel and is capable of being removed by the payment of a liquidated sum of money (the items referenced in clauses (i)-(iii) being referred to collectively as "Monetary Encumbrances"). Subject to MRP's approval, Landlord shall in no way encumber or burden the Premises (except as expressly permitted under this Lease) without the prior written consent of Tenant, such consent which will not to be unreasonably withheld, conditioned or delayed, FRP may provide affirmative title insurance to insure over any Objection as a sufficient cure of such Objection. 4.2.3 In the event that FRP fails to respond to MRP's Objections, if any, pursuant to the Title Response Notice by the date that is five (5) Business Days following receipt of the Title Objection Notice, FRP shall be conclusively deemed to have elected not to cure such Objections, other than those FRP is obligated to cure pursuant to Section 4.2.2. If FRP does not agree to cure such Objections, then during the five (5) Business Day period following MRP's receipt of the Title Response Notice (or if FRP fails to respond to MRP's Objections, within five (5) Business Days after the outside date for the Title Response Notice), MRP shall have the right to terminate this Agreement by written notice to FRP. If MRP fails to so terminate this Agreement, then any Objections which FRP has not agreed to cure (excluding Monetary Encumbrances, which must be cured by FRP) shall constitute Permitted Exceptions. Upon any such termination, (i) this Agreement shall be of no further force and effect, (ii) neither party shall have any further rights, obligations or liabilities to the other party other than those that expressly survive termination of this Agreement, and (iii) Section 11.3 shall apply. If FRP indicates that it will cure one or more Objections in its Title Response Notice, the same shall constitute FRP's unconditional covenant to cure such Objection on or before the Closing Date in accordance with the requirements of Section 4.2.2 or Section 4.2.4 hereof, as applicable. 4.2.4 If after expiration of the Title Objection Period and prior to Closing, any update of the Title Commitment shall disclose any matter ("New Title Matter") affecting title to the Company Parcel that (i) first arose or was recorded after the date of the Title Commitment, (ii) is not a Permitted Exception, and (iii) is not otherwise expressly permitted under this Agreement or caused by MRP or any MRP Representatives, then MRP shall promptly notify FRP of any such New Title Matter and FRP shall be obligated to cure the same at or before Closing; provided that FRP shall have the right to extend the Closing for a period not to exceed sixty (60) days in the aggregate if necessary to effect such cure. The cure provisions of Section 4.2.2 shall apply to any Objection by MRP to a New Title Matter, with the same force and effect as if Section 4.2.2 were restated herein and made expressly applicable hereto. Except to the extent that MRP so notifies FRP of its Objection to any New Title Matter pursuant to this Section 4.2.4, any item reflected in any update of the Title Commitment shall be deemed to have been approved by MRP and shall be a Permitted Exception for all purposes under this Agreement. 4.2.5 If, on or before Closing, FRP fails to cure any Objection that FRP elects or is obligated to cure pursuant to Section 4.2.1 or Section 4.2.2, or FRP fails to cure any New Title Matter that FRP is obligated to cure pursuant to Section 4.2.4, then MRP may (i) waive such Objection or New Title Matter, in which event such waived Objection or New Title Matter shall become a Permitted Exception for all purposes under this Agreement, (ii) extend the Closing for a period not to exceed sixty (60) days in the aggregate to allow FRP to effect the cure of such Obligation or New Matter, or (iii) declare FRP in default under this Agreement and proceed to exercise MRP's rights under Section 11.2.

Title and Survey. (a) Tenant may obtain Purchaser has received a title insurance commitment for the Premises bearing a commitment date of March 22, 2021 (the “Title Commitment”) issued by Old Republic Title, First American for an Owner’s Policy of Title or another title insurance company acceptable to Tenant Insurance (Commitment No. 140-2226749-20) from the “Title Company”) in , covering the amount Real Property, together with copies of the leasehold interest in the Premises and the Improvementsall instruments reflected as exceptions set forth therein, committing to insure Tenant against loss on account of any defect or encumbrance in the title, unless herein excepted and as well as an ALTA survey of the Premises Land prepared by WM Surveys, Inc. (“Surveyor”) and bearing a last revision date of March ___, 2021 (the “Survey”). . Purchaser hereby acknowledges and agrees that Purchaser has approved all matters and documents expressly identified in the Commitment and all matters expressly identified in the Survey, and that all such matters and documents constitute permitted exceptions to title (the “Permitted Exceptions”); provided, however, that Items 27, 29, 30, 31, 32, 34, 36, 37, 38, 39 and 40 in Schedule B, Section Two of the Commitment shall not be considered Permitted Exceptions, and shall be removed (or deleted as an exception from the title policy issued to Purchaser at Closing pursuant to this Agreement) by Seller at or before Closing. Purchaser shall have five (5) Business Days after receipt of notice of any title or survey matters not reflected on the Commitment or Survey to deliver to Seller and Title Company an objection to the same in its sole and absolute discretion (a “Title Objection”). If Purchaser shall timely notify Seller of any Title Objections, Seller shall have the right, but not the obligation (except as set forth below with respect to Seller Liens), to cure such Title Objection(s) in its sole and absolute discretion. Within three (3) Business Days after receipt of Purchaser’s notice of Title Objection(s), Seller shall notify Purchaser in writing whether Seller elects to attempt to cure such Title Objection(s). Failure of Seller to give such notice within said three (3) Business Day period shall be deemed an election by Seller not to cure such Title Objection(s) (except to the extent the same are Seller Liens). If Seller elects or is deemed to have elected not to cure any Title Objection(s) specified in Purchaser’s notice, Purchaser shall have the following options, to be given by written notice to the Seller within two (2) Business Days after Purchaser’s receipt of Seller’s notice electing not to cure such objection(s) (or, if Seller fails to deliver such notice, within two (2) Business Days after the day on which Seller was required to deliver such notice): (a) to accept a conveyance of the Property subject to the Permitted Exceptions, specifically including any Title Objections that Seller has elected, or is deemed to have elected, not to cure (which such matter(s) shall thereafter be deemed to be a Permitted Exception), without reduction of the Purchase Price, or (b) On to terminate this Agreement by sending written notice thereof to Seller and Escrow Agent, and upon delivery of such notice of termination, this Agreement shall terminate and the Effective Deposit shall be promptly returned to Purchaser, and thereafter neither party hereto shall have any further rights, obligations, or liabilities hereunder except for those matters which expressly survive termination of this Agreement. Failure of Purchaser to give such notice within said two (2) Business Day period shall be deemed an election by Purchaser to accept a conveyance of the Property as provided in clause (a) above. In addition, if Seller fails prior to the Outside Date to cure or satisfy any Title Objections(s) that Seller has elected, or is required hereunder, to cure or satisfy, then Purchaser may: (y) accept a conveyance of the Property subject to the Permitted Exceptions, specifically including such Title Objection(s) which Seller has failed to cure or satisfy (which such Title Objection(s) shall thereafter be deemed to be a Permitted Exception), without reduction of the Purchase Price, or (z) terminate this Agreement by sending written notice thereof to Seller and Escrow Agent, and upon delivery of such notice of termination, this Agreement shall terminate, the Deposit shall be returned to Purchaser, and thereafter neither party hereto shall have any further rights, obligations, or liabilities hereunder except for those matters which expressly survive termination of this Agreement; provided, however, that the foregoing shall not limit Purchaser’s rights or remedies under Section 13.2 if the uncured Title Objection(s) arose as a result of a breach by Seller of its covenants under this Agreement or if the uncured Title Objection(s) constitute defects or matters which, by the other provisions of this Agreement, Seller is required to cure, pay off or satisfy. Notwithstanding the foregoing or anything in this Agreement that may be construed to the contrary (and as covenants that shall survive the Closing), Seller shall be obligated at its expense (including any prepayment or defeasance costs) to pay off, satisfy and remove as an encumbrance against the Property, on or prior to the Closing, all mortgage or deed of trust liens, delinquent taxes and mechanics’ and other monetary liens of an ascertainable amount created by Seller or Lessee that encumber the Property and that can be satisfied with the payment of money (such liens are, collectively, “Seller Liens”), and in no event shall Seller Liens constitute Permitted Exceptions or, as of the Closing Date, Landlord Permitted Liens (it being agreed, for the avoidance of doubt, that nothing in the foregoing provisions of this Section 8.4 nor anything else in this Agreement shall deliver to the Title Company, with a copy thereof to Tenant, (i) an affidavit limit Purchaser’s remedies with respect to the obligations of Seller relating to Seller Liens). If Seller neither removes nor so deletes Seller Liens by Closing, then in addition to all rights and remedies that Purchaser may have pursuant to this Agreement, the Purchase Price shall, as directed by Purchaser, be applied to pay off and satisfy all Seller Liens. In addition to the foregoing, and as a covenant that shall survive the Closing, Seller shall, at Seller’s cost and expense, cause all Mechanics’ Liens (iother than Mechanics’ Liens caused by Purchaser) mechanic’s liens, certifying that as to be paid and satisfied prior to any material risk of foreclosure thereof with respect to any portion of the Effective Date there are no known unpaid bills rendered or to be rendered for services performed or materials furnished to the Premises or Property; provided, however, that the same will be paid Seller may, in the ordinary course of business; good faith and (ii) parties appropriate proceedings and in possessionaccordance with Applicable Law, certifying that on the Effective Date, there are no parties other than Landlord in possession of the Premises; promptly and (iii) provided the same do not expand any liability of Landlord beyond the terms of the Lease, any other affidavits or documents reasonably required by the Title Company to enable the Title Company to record a memorandum of this Lease, delete the standard title exceptions from Tenant’s title insurance policy (assuming Tenant has obtained a satisfactory Survey) and issue said title policy in the form reasonably required by Tenantdiligently contest all such Mechanics’ Liens. (c) After the date hereof, Landlord shall in no way encumber or burden the Premises (except as expressly permitted under this Lease) without the prior written consent of Tenant, such consent not to be unreasonably withheld, conditioned or delayed.

Title and Survey. Within one (a1) Tenant may obtain business day of the execution of this Agreement, Seller shall deliver to Purchaser a title insurance copy of Seller’s existing survey of the Land and Improvements (which survey, and any update obtained by Purchaser, at Purchaser’s discretion and cost, is herein called the “Survey”). Purchaser shall also obtain, and shall cause to be delivered to Seller, a current commitment for the Premises (the “Title Commitment”) for title insurance on the Land and Improvements, issued by Old Republic Benchmark Title, First American Title or another title insurance company acceptable to Tenant 0000 Xxxxxxx Xxxxxx, Dallas, Texas 75201, Phone: (000) 000-0000, Attention: Xxxxxxxx Xxxxxx Xxxxx, Email: xxxxxxx@xxxxxxxx.xxx (the “Title Company”), together with copies of all items shown as exceptions to title therein. Purchaser shall have until such date that is five (5) in the amount days after receipt of the leasehold interest in the Premises Title Commitment and the Improvements, committing to insure Tenant against loss on account of any defect or encumbrance in the title, unless herein excepted and an ALTA survey of the Premises Survey (the “SurveyTitle Notice Date”) to provide written notice to Seller of any matters shown by the Title Commitment or Survey which are not satisfactory to Purchaser, which notice (the “Title Notice”) must specify curative steps necessary to cure the objections stated in the Title Notice (collectively, the “Title Objections”). . In the event Seller is unable or unwilling to eliminate any one or more of the Title Objections, Seller shall so notify Purchaser in writing within three (b3) On days of the Effective Title Notice Date (the “Title Response Date”), and Purchaser may, as its sole and exclusive remedy, by delivering written notice thereof within three (3) days of the Title Response Date to Seller, terminate the Agreement and receive a refund of the entire Deposit, including the Hard Deposit pursuant to Section 2.2.1 hereof. In the event that Seller fails to provide such written notice to Purchaser within three (3) days after the Title Notice Date, Landlord then, Seller shall deliver be deemed to have elected not to cure the Title Objections for which no such notice is given unless Seller undertakes in writing to cure such matters as contemplated below. Except as hereinbelow expressly stated with respect to the Mandatory Monetary Liens, Seller shall have no obligation whatsoever to expend or agree to expend any funds, to undertake or agree to undertake any obligations or otherwise to cure or agree to cure any Title Objections, and Seller shall not be 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 Closing Date and which recites that it is in response to the Title Company, with Notice (each a copy thereof to Tenant, (i) an affidavit “Cure Commitment”). Purchaser’s sole right with respect to any Title Objection that Seller is not required to cure hereunder shall be to elect to terminate this Agreement in accordance with the time period described above (iother than continuing obligations that are expressly stated to survive the Closing or termination of this Agreement including under Sections 3.1.4 and 3.1.7 hereof) mechanic’s liens(herein called the “Surviving Obligations”), certifying that in which event the Agreement shall be deemed terminated and the Deposit, including the Hard Deposit pursuant to Section 2.2.1 hereof, shall be refunded to Purchaser. 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 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 of the Effective Date there are no known unpaid bills rendered or provided above, shall be deemed to be rendered for services performed or materials furnished approved by Purchaser and a “Permitted Encumbrance” (as defined in Section 3.4), subject, however, to Purchaser’s termination right provided in Section 3.5 hereof. Notwithstanding anything hereinabove to the Premises contrary, Seller shall be obligated at or that the same will be paid in the ordinary course of business; and (ii) parties in possessionprior to Closing, certifying that on the Effective Date, there are no parties other than Landlord in possession of the Premises; and (iii) provided the same do not expand any liability of Landlord beyond the terms of the Lease, any other affidavits or documents reasonably required by to cause the Title Company to enable remove any mortgage, deed of trust, deed to secure debt, judgment, lien or claim of lien that is monetary in nature, and which is capable of being satisfied at Closing (but not real property taxes and assessments which are not yet due and payable) (the “Mandatory Monetary Liens”), which Mandatory Monetary Liens may be paid off at Seller’s election from the Purchase Price, and Seller shall not be required to have executed releases of the same available at Closing so long as the Mandatory Monetary Lien that is being paid off is shown as a charge to Seller on the settlement sheet at Closing. If after the expiration of the Title Company to record a memorandum Notice Date, any subsequent updated version(s) of this Lease, delete the standard title Title Commitment or Survey should contain exceptions from Tenant’s title insurance policy (assuming Tenant has obtained a satisfactory Survey) or items that were not existing and issue said title policy not set forth in the form reasonably required original version(s) of the Title Commitment and Survey, as applicable, reviewed by TenantPurchaser, then the foregoing provisions above shall apply, as to such additional matters only, as though the updated version(s) of the Title Commitment and Survey reflecting such additional matters were those originally delivered for Purchaser’s review hereunder, except that Purchaser shall have a period of five (5) days from receipt of such updated Title Commitment and/or Survey, as applicable, to provide Seller with Purchaser’s written objections to such additional matters and a corresponding right to terminate the Agreement and receive a refund of the entire Deposit, including the Hard Deposit pursuant to Section 2.2.1 hereof. Notwithstanding the foregoing, Purchaser shall have no right to object to any additional matter that arises from the actions or omissions of Purchaser or its agents. (c) After the date hereof, Landlord shall in no way encumber or burden the Premises (except as expressly permitted under this Lease) without the prior written consent of Tenant, such consent not to be unreasonably withheld, conditioned or delayed.

Title and Survey. (a) Tenant may obtain Within ten (10) business days following execution hereof, Agency shall deliver to Redeveloper a title insurance commitment for the Premises (the “Preliminary Title Commitment”) Report issued by Old Republic Title, First American Title or another title insurance company acceptable to Tenant (the “Title Company”) . Redeveloper's fee interest in the amount Convention Center Parcel shall be insured by a standard form, CLTA Owners Policy of the title insurance, and Redeveloper's leasehold interest in the Premises balance of the Property shall be insured as of the Effective Date by a CLTA Policy of Leasehold Title Insurance (the "Leasehold Policy") to be purchased and paid for by Agency. The Policy shall insure Redeveloper's leasehold interest in the Leasehold Parcels free and clear of all liens, encumbrances, restrictions, and rights-of-way of record, subject only to the following permitted conditions of title ("Permitted Title Exceptions"): (i) Agency's fee interest in the Leasehold Parcels; (ii) The applicable zoning, building and development regulations of any city, county, state or federal jurisdiction affecting the Property; and (iii) Those exceptions approved by Redeveloper by May 31, 1995. If Redeveloper unconditionally disapproves any exceptions, this DDA shall thereupon terminate and shall be of no further force or effect, unless the sole disapproved exception is the Lis Pendens, in which case this DDA shall terminate if the Lis Pendens is not expunged by April 30, 1996. If Redeveloper conditionally disapproves any exceptions, then Agency shall have ten (10) business days after receipt from Redeveloper of a written specification of the title exceptions to which Redeveloper is taking objection within which to either agree to remove the exceptions to which objection was taken or to notify Redeveloper that it is unwilling or unable to do so. In the event that Agency gives notice that it is unwilling or unable to remove any exception to which objection was taken, then Redeveloper shall have ten (10) business days within which to give notice that either (A) it will accept title subject to the exceptions as to which the Agency is unwilling or unable to remove, or (B) to terminate this DDA forthwith, in which instance each of the parties shall be relieved of all further liability hereunder, provided that no such termination shall affect the License for the Card Club or any liability of Redeveloper to City in connection therewith. The failure of Agency to give notice as provided hereinabove within the ten (10) day period shall be deemed to be a notice that it is unwilling or unable to cure the title exceptions to which Redeveloper took exception, and the Improvementsfailure of Redeveloper to give notice within the subsequent ten (10) day period that it will either accept title subject to such matters or to terminate this DDA shall be deemed an election on the part of Redeveloper to terminate this DDA. If Agency gives notice that it intends to remove a title defect, committing it shall use its best efforts to insure Tenant against loss on account of complete such action within thirty (30) daysthereafter, but, in any defect case, Agency shall proceed diligently to cause such title exceptions to be removed. (iv) With respect to the Convention Center Parcel, those matters set forth in Section 1(d) hereof. (v) Should a title exception which Agency is unwilling or encumbrance unable to cure and which Redeveloper is unwilling to accept apply only to one or more the Expansion Parcels, then Redeveloper may elect to defer or sever the affected parcel by giving written notice thereof to Agency. In the event that the affected parcel is severed therefrom, there shall be an equitable reduction in the titlerental and the option price pursuant to Section 30 hereof. In the event that the parcel is merely deferred, unless herein excepted no such adjustments shall be made until such time as Redeveloper elects to sever the particular parcel or parcels and an ALTA survey of the Premises (the “Survey”)gives notice thereof as provided herein. (b) On Redeveloper has elected to obtain an ALTA Extended Coverage Title Insurance Policy for the Effective DateConvention Center Parcel and the Leasehold Parcels. Redeveloper shall cause a licensed surveyor or civil engineer to conduct a survey of the Property, Landlord shall deliver to prepare from the survey a legal description satisfactory to the Title Companytitle company insuring Redeveloper's title, with and to prepare a copy thereof to Tenantplot plan showing the location of any streets, (i) an affidavit with respect to (i) mechanic’s lienseasements, certifying that as and rights of way over or in favor of the Effective Date there are no known unpaid bills rendered Property, by June 7, 1995. Redeveloper shall approve or to be rendered disapprove any survey by June 15, 1995. Any survey and any premiums for services performed endorsements or materials furnished to the Premises or that the same will extended coverage shall be paid in the ordinary course of business; and (ii) parties in possession, certifying that on the Effective Date, there are no parties other than Landlord in possession of the Premises; and (iii) provided the same do not expand any liability of Landlord beyond the terms of the Lease, any other affidavits or documents reasonably required by the Title Company to enable the Title Company to record a memorandum of this Lease, delete the standard title exceptions from Tenant’s title insurance policy (assuming Tenant has obtained a satisfactory Survey) and issue said title policy in the form reasonably required by TenantRedeveloper. (c) After the date hereof, Landlord shall in no way encumber or burden the Premises (except as expressly permitted under this Lease) without the prior written consent of Tenant, such consent not to be unreasonably withheld, conditioned or delayed.

Title and Survey. (a) Tenant may obtain 4.1 Purchaser, at Purchaser’s sole cost and expense, has obtained a title insurance commitment for the Premises (the “Title Commitment”) issued by Old Republic Title), from First American Title or another title insurance company acceptable to Tenant Insurance Company, National Commercial Services, 00 X. XxXxxxx Street, Suite 2700, Chicago, Illinois 60602; Attention: Xxxx X. Xxxxxxxxx Xx. (the “Title Company”) ), to issue to Purchaser at the Closing, with respect to the Property, an ALTA owner’s title insurance policy in the amount of the leasehold interest in Purchase Price naming Purchaser as the Premises and proposed insured thereunder (such policy, subject only to the ImprovementsPermitted Exceptions (hereinafter defined), committing the “Title Policy”), which Commitment obligates the Title Company to insure Tenant against loss fee simple title to the Land and Improvements. 4.2 If the Commitment or Updated Survey (hereinafter defined) is updated on account or after the Effective Date, Purchaser shall have the right to deliver to Seller notice (an “Objection Notice”) regarding any objections Purchaser may have to any additional matter disclosed in such update (each, a “New Objection Matter”). If Seller, within two (2) business days following delivery of an Objection Notice with respect to any defect or encumbrance in the title, unless herein excepted and an ALTA survey of the Premises New Objection Matters (the “New Objection Response Deadline”), shall fail to deliver a Seller Response Notice with respect thereto or shall deliver a Seller Response Notice electing to not cure and remove any New Objection Matters disclosed therein, Purchaser shall have the option, exercisable within five (5) days after the New Objection Response Deadline, by written notice thereof to Seller, to (a) accept the status of title to the Property, subject to such New Objection Matters that Seller has elected, or is deemed to have elected, to not cure and remove, and proceed with this Agreement or (b) give written notice to Seller of Purchaser’s election to terminate this Agreement, whereupon the Xxxxxxx Money shall be returned to Purchaser and no party shall have any further obligation to the other hereunder, except as otherwise herein provided; provided, however, that, if any New Objection Matter shall have been caused by a breach of a covenant of Seller under this Agreement, Purchaser also shall be entitled to any other remedies to which Purchaser would be entitled under Section 8.1 of this Agreement. The matters disclosed in the Commitment, other than (i) those matters to which Purchaser has delivered an Objection Notice which are not subsequently cured or waived, (ii) any delinquent taxes or assessments, and (iii) any standard printed exceptions, shall be the “Permitted Exceptions” hereunder. Notwithstanding anything to the contrary contained herein, no liens, judgments or other similar matters (collectively, “Liens”) affecting the Land and/or the Improvements (other than installments of real and personal property taxes and liens for special improvements not delinquent as of the Closing) shall be Permitted Exceptions (whether or not Purchaser expressly objects to such Liens) and, at or prior to Closing, Seller shall discharge and remove all of the following types of Liens (collectively, “Seller Liens”): (A) the liens of any mortgage, trust deed or deed of trust evidencing an indebtedness owed by Seller or any affiliate of Seller; (B) tax liens for delinquent taxes or assessments; (C) broker’s liens pursuant to a written agreement between the broker and Seller or any affiliate of Seller; and (D) any judgment liens against Seller or any affiliate Seller. Furthermore, at or prior to Closing, Seller shall procure title insurance over or bond over any Liens (other than installments of real and personal property taxes and liens for special improvements not delinquent as of the Closing) that are not Seller Liens (“Other Liens”); provided, however, notwithstanding any such insurance or bonding over, Purchaser shall in no event be required to accept title to the Property subject to any Other Liens and, in the event all Other Liens are not discharged and removed of record at or prior to Closing, Purchaser may, by written notice given to Seller prior to the Closing Date, (aa) accept the status of title to the Property, subject to such Other Liens as insured or bonded over and proceed with this Agreement or (bb) give written notice to Seller of Purchaser’s election to terminate this Agreement, whereupon the Xxxxxxx Money shall be returned to Purchaser and neither party shall have any further obligation to the other hereunder, except as otherwise herein provided; provided, however, that, if any Other Liens shall have been caused by a breach of a covenant of Seller under this Agreement, Purchaser also shall be entitled to any other remedies to which Purchaser would be entitled under Section 8.1 of this Agreement. 4.3 Purchaser, at its sole cost and expense, shall have the right, at its option, to cause the preparation of (a) an update to the existing survey that shall have been delivered or made available to Purchaser in accordance with the provisions hereof or (b) a new survey, with respect to the Land and the Improvements that comprise each Property, prepared by a surveyor licensed in the state in which such Land is situated (collectively, the “Updated Survey”). (b) On the Effective Date, Landlord shall deliver to the Title Company, with a copy thereof to Tenant, (i) an affidavit with respect to (i) mechanic’s liens, certifying that as of the Effective Date there are no known unpaid bills rendered or to be rendered for services performed or materials furnished to the Premises or that the same will be paid in the ordinary course of business; and (ii) parties in possession, certifying that on the Effective Date, there are no parties other than Landlord in possession of the Premises; and (iii) provided the same do not expand any liability of Landlord beyond the terms of the Lease, any other affidavits or documents reasonably required by the Title Company to enable the Title Company to record a memorandum of this Lease, delete the standard title exceptions from Tenant’s title insurance policy (assuming Tenant has obtained a satisfactory Survey) and issue said title policy in the form reasonably required by Tenant. (c) After the date hereof, Landlord shall in no way encumber or burden the Premises (except as expressly permitted under this Lease) without the prior written consent of Tenant, such consent not to be unreasonably withheld, conditioned or delayed.