Common use of Title and Survey Clause in Contracts

Title and Survey. Promptly after the execution of this Agreement, the Parent shall (a) provide or make available to the Purchaser copies of the existing as-built surveys (the “Existing Surveys”) of the Owned Real Property and of such of the Leased Real Property as are used for distribution centers in any Southern State (the “Designated Leased Property”), and which are, in any such instance, in Parent’s or Sellers’ possession, (b) request an update or recertification of the Existing Surveys in favor of Purchaser and in accordance with Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys, as adopted by the American Land Title Association and the American Congress on Surveying and Mapping or the local equivalent (the “New Surveys”), and (c) cause Parent’s or Sellers’ title insurance company to provide to the Purchaser a commitment for Owner’s Title Policies or Leasehold Title Policies, as applicable (collectively, the “Title Policies”), covering each parcel of Owned Real Property or Designated Leased Property (collectively, the “Commitments”), together with the documents evidencing all exceptions and restrictions shown on the Commitments (the “Title Documents”). The updates or recertifications of the Existing Surveys and the cost of the base premiums for the Title Policies shall be at the Parent’s or Sellers’ sole cost and expense. The cost of any modifications and endorsements to the Title Policies and/or the cost of any mortgagee policies of title insurance that may be required by any lender of the Purchaser, including any modifications and endorsements to such mortgagee policies of title insurance, shall be at the Purchaser’s sole cost and expense. Within twenty (20) calendar days after the date Purchaser receives the last of the Title Documents and New Survey for each parcel of Owned Real Property and Designated Leased Property, Purchaser may deliver to Seller a statement in writing of any objections Purchaser may have to Sellers’ fee title to a parcel of Owned Real Property or leasehold title to Designated Leased Property, as the case may be, other than Permitted Liens and the standard printed exclusions from coverage contained in the Title Policies (collectively, “Title Objections”). Any Title Objections shall be deemed waived if Parent or the Sellers are not notified of such Title Objections within twenty (20) calendar days after Purchaser receives the last of the Title Documents and New Survey for the applicable parcel of Owned Real Property or Designated Leased Property or within ten (10) calendar days after Seller receives any subsequent amendment or endorsement to the Title Documents or New Survey for the applicable parcel of Owned Real Property or Designated Leased Property. Sellers shall not be required to bring any action or proceeding or otherwise incur any cost or expense to cure any Title Objections raised by Purchaser in accordance with the provisions of this Agreement, except that Sellers shall be required to (i) satisfy any mortgages placed upon any parcel of Owned Real Property as a lien to secure indebtedness incurred by Parent or Sellers, (ii) satisfy any mortgages placed upon any parcel of Designated Leased Property as a lien to secure indebtedness incurred by Parent or Sellers, (iii) cause the release of or bond over any mechanic’s liens placed upon any parcel of Owned Real Property or Designated Leased Property by a third party in connection with work performed or alleged to have been performed on such parcel of Owned Real Property or Designated Leased Property on behalf of Parent or Sellers (unless placed upon the Owned Real Property or Designated Leased Property on behalf of Purchaser), and (iv) cause the release of any judgment or tax lien.

Title and Survey. Promptly after Prior to execution of this Agreement, Sellers ordered from the Title Company a preliminary owner’s title commitment with respect to each of the Properties issued in favor of Purchaser (each, a “Title Commitment,” and together, the “Title Commitments”). Sellers have requested that the Title Company make copies of the Title Commitments, and copies of all underlying recorded exceptions referenced in the Title Commitments, available to Purchaser on the Title Company’s website. In addition, prior to the execution of this Agreement, the Parent shall (a) provide or make available to the Purchaser copies of the existing Sellers have delivered updated as-built surveys of each Property (each, a “Survey” and together, the “Existing Surveys”) of to Purchaser. Purchaser shall have the Owned Real Property and of such of the Leased Real Property as are used responsibility for distribution centers in obtaining any Southern State (the “Designated Leased Property”), and which are, in any such instance, in Parent’s revisions or Sellers’ possession, (b) request an update or recertification of the Existing Surveys in favor of Purchaser and in accordance with Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys, as adopted by the American Land Title Association and the American Congress on Surveying and Mapping or the local equivalent (the “New Surveys”), and (c) cause Parent’s or Sellers’ title insurance company to provide updates to the Title Commitments and Surveys as Purchaser a commitment for Owner’s Title Policies may deem necessary or Leasehold Title Policiesdesirable. Purchaser shall have until January 30, as applicable (collectively, the “Title Policies”), covering each parcel of Owned Real Property or Designated Leased Property (collectively, the “Commitments”), together with the documents evidencing all exceptions and restrictions shown on the Commitments 2006 to give written notice (the “Title DocumentsNotice”). The updates or recertifications of the Existing Surveys and the cost of the base premiums for the Title Policies shall be at the Parent’s or Sellers’ sole cost and expense. The cost of any modifications and endorsements ) to the Title Policies and/or the cost applicable Seller of any mortgagee policies of title insurance that may be required by any lender of the Purchaser, including any modifications and endorsements to such mortgagee policies of title insurance, shall be at the Purchaser’s sole cost and expense. Within twenty (20) calendar days after the date Purchaser receives the last of the Title Documents and New Survey for each parcel of Owned Real Property and Designated Leased Property, Purchaser may deliver to Seller a statement in writing of any objections as Purchaser may have to Sellers’ fee any exceptions to title to a parcel of Owned Real Property or leasehold title to Designated Leased Property, as the case may be, other than Permitted Liens and the standard printed exclusions from coverage contained disclosed in the Title Policies Commitments or in the Surveys or otherwise in Purchaser’s examination of title. Sellers shall have the right, but not the obligation (collectivelyexcept as to Monetary Objections affecting such Seller’s Property), “to attempt to remove, satisfy or otherwise cure any exceptions to title to which the Purchaser so objects. Within three (3) Business Days after receipt of Purchaser’s Title Objections”)Notice, each Seller shall give written notice to Purchaser informing the Purchaser of Seller’s election with respect to such objections. Any Title Objections If such Seller fails to give written notice of election within such three (3) Business Day period, such Seller shall be deemed waived if Parent to have elected not to attempt to cure the objections (other than Monetary Objections affecting such Seller’s Property). If such Seller elects to attempt to cure any objections, Sellers shall be entitled to one or the Sellers are not notified of such Title Objections within twenty (20) calendar days after Purchaser receives the last more reasonable adjournments of the Title Documents and New Survey Closing of up to but not beyond the tenth (10th) day following the initial date set for the applicable parcel of Owned Real Property or Designated Leased Property or within ten Closing to attempt such cure (10) calendar days after Seller receives any subsequent amendment or endorsement subject to the Title Documents or New Survey Outside Closing Date), but, except for the applicable parcel of Owned Real Property or Designated Leased Monetary Objections affecting such Seller’s Property. Sellers , such Seller shall not be required obligated to bring expend any sums, commence any suits or take any other action to effect such cure. Except as to Monetary Objections affecting such Seller’s Property, if such Seller elects, or proceeding or otherwise incur any cost or expense is deemed to have elected, not to cure any Title Objections raised by exceptions to title to which Purchaser has objected or if, after electing to attempt to cure, such Seller determines that it is unwilling or unable to remove, satisfy or otherwise cure any such exceptions, Purchaser’s sole remedy hereunder in accordance with such event shall be either (i) to accept title to each Property subject to such exceptions as if Purchaser had not objected thereto and without reduction of the provisions Purchase Price, or (ii) to terminate this Agreement within three (3) Business Days after receipt of written notice from either Seller either of Seller’s election not to attempt to cure any objection or of such Seller’s determination, having previously elected to attempt to cure, that such Seller is unable or unwilling to do so, whereupon Escrow Agent shall return the Xxxxxxx Money to Purchaser. Notwithstanding anything to the contrary contained elsewhere in this Agreement, except that Sellers each Seller shall be required obligated to (i) cure or satisfy any mortgages placed upon any parcel of Owned Real all Monetary Objections affecting such Seller’s Property as a lien at or prior to secure indebtedness incurred by Parent or Sellers, (ii) satisfy any mortgages placed upon any parcel of Designated Leased Property as a lien to secure indebtedness incurred by Parent or Sellers, (iii) cause the release of or bond over any mechanic’s liens placed upon any parcel of Owned Real Property or Designated Leased Property by a third party in connection with work performed or alleged to have been performed on such parcel of Owned Real Property or Designated Leased Property on behalf of Parent or Sellers (unless placed upon the Owned Real Property or Designated Leased Property on behalf of Purchaser)Closing, and (iv) cause Sellers may use the release proceeds of any judgment or tax lienthe Purchase Price at Closing for such purpose.

Title and Survey. Promptly after the execution of this Agreement, the Parent shall (a) provide or make available Seller has delivered to the Purchaser copies of of: (1) the existing as-built surveys Title Commitment; (2) all documents relating to title exceptions referred to in the “Existing Surveys”Title Commitment; and (3) of the Owned Real Property Survey Purchaser hereby acknowledges that Purchaser has approved all matters set forth in the Title Commitment and of such of the Leased Real Property as are used for distribution centers in any Southern State (the “Designated Leased Property”)Survey, and which are, in any such instance, in Parent’s or Sellers’ possession, matters are deemed Permitted Encumbrances. (b) request an update or recertification of the Existing Surveys in favor of Purchaser As soon as is reasonably practicable (and in accordance with Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveysany event at least twenty (20) days) prior to Closing, as adopted by Seller shall cause the American Land Title Association Survey to be certified to Purchaser, Purchaser’s lender and the American Congress on Surveying Title Company and Mapping or updated to reflect a date not earlier than ninety (90) days prior to the local equivalent (the “New Surveys”), and Closing Date. (c) All costs incurred for title searches and preparation of the Title Commitment, and all title premiums for an extended coverage title policy (including all costs of endorsements requested by Purchaser) shall be paid by Seller. Purchaser shall be responsible for and pay all costs and expenses associated with the Survey and any updates thereto. (d) Before Closing, Seller agrees to cause Parentto be removed, at Seller’s sole cost and expense, any exception for (1) mechanics’ and materialmen’s liens caused by Seller or Sellers’ title insurance company its agents, (2) liens relating to provide past due taxes with respect to the Purchaser a commitment for Owner’s Property, (3) liens or other title exceptions resulting solely from acts of Seller or its agents occurring on or after the date of this Agreement or (4) other liens or encumbrances which secure other monetary obligations or (5) any Stub Period Title Policies Matters knowingly or Leasehold Title Policies, as applicable intentionally caused by Seller (collectively, the “Title PoliciesStub Period Must Removes”), covering each parcel . If Purchaser becomes aware of Owned Real Property any updates to the Title Commitment or Designated Leased Property Survey disclosed after the expiration of the Due Diligence Period (collectively, and not included in the “Commitments”), together with the documents evidencing all exceptions and restrictions shown on the Commitments Title Commitment (the “Stub Period Title DocumentsMatters”). The updates or recertifications of the Existing Surveys and the cost of the base premiums for the Title Policies shall be at the Parent’s or Sellers’ sole cost and expense. The cost of any modifications and endorsements ) which are not acceptable to the Title Policies and/or the cost of any mortgagee policies of title insurance that may be required by any lender of the Purchaser, including any modifications and endorsements to such mortgagee policies of title insurance, Purchaser shall be at the Purchaser’s sole cost and expense. Within twenty (20) calendar days after the date Purchaser receives the last of the Title Documents and New Survey for each parcel of Owned Real Property and Designated Leased Property, Purchaser may deliver give written notice to Seller a statement in writing of any objections Purchaser may have to Sellers’ fee title to a parcel of Owned Real Property or leasehold title to Designated Leased Property, as that it disapproves such Stub Period Title Matters (the case may be, other than Permitted Liens and the standard printed exclusions from coverage contained in the Title Policies (collectively, “Stub Period Title Objections”)) on or before the sooner to occur of three (3) Business Days after receipt of written notice thereof and the Closing. Any If Purchaser does not deliver a notice of Stub Period Title Objections Objections, then Purchaser shall be deemed waived if Parent to have approved the applicable Stub Period Title Matters (other than the Stub Period Must Removes). If Purchaser delivers a notice of Stub Period Title Objections, Seller shall have five (5) days after receipt thereof to notify Purchaser that Seller will either (a) attempt to eliminate or the Sellers are not notified of cure such Stub Period Title Objections within twenty (20) calendar days after or make arrangements to have such Stub Period Title Objections eliminated, cured or removed from title by bonding or otherwise in a manner reasonably acceptable to Purchaser receives at or prior to Closing, provided that Seller may extend the last of the Title Documents and New Survey Closing for the applicable parcel of Owned Real Property or Designated Leased Property or within ten (10) calendar days after Seller receives any subsequent amendment or endorsement to the Title Documents or New Survey for the applicable parcel of Owned Real Property or Designated Leased Property. Sellers shall not be such period as required to bring any action effect such cure, but not beyond thirty (30) days, or proceeding or otherwise incur any (b) elect not to cause such Stub Period Title Objections to be removed; provided, however, that Seller shall be obligated to remove, at no cost or expense to cure any Purchaser, the Stub Period Must Removes. If Seller gives Purchaser notice under clause (b) above or fails to respond to Purchaser’s notice of Stub Period Title Objections raised by within said five (5) day period, Purchaser shall have three (3) Business Days in accordance which to notify Seller that Purchaser will either waive such objections and proceed with the purchase and take title to the Property subject to such Stub Period Title Objections with no adjustment to the Purchase Price, other than the cost to cure the Stub Period Title Objections up to a maximum of $500,000 in the aggregate or that Purchaser will terminate this Agreement. If this Agreement is terminated pursuant to the foregoing provisions of this Agreementparagraph, neither party will have any further rights or obligations hereunder (except that Sellers for any obligations which are expressly stated to survive the termination hereof), the Exxxxxx Money shall be required returned to Purchaser, and Seller shall reimburse Purchaser for its actual, reasonable, third-party costs and expenses, not to exceed $500,000. If Purchaser fails to notify Seller of its election within said three (i3) satisfy Business Day period, Purchaser shall be deemed to have elected to waive such Stub Period Title Objections. and proceed with the purchase and take title to the Property subject to such Stub Period Title Objections with no adjustment to the Purchase Price, other than the cost to cure the Stub Period Title Objections up to a maximum of $500,000. Notwithstanding the above, Purchaser hereby agrees (which obligation shall survive the Closing) to refund to Seller the excess, if any, of (x) any mortgages placed upon any parcel of Owned Real Property as a lien adjustment to secure indebtedness the Purchase Price attributable to the Stub Period Title Objections over (y) the actual costs incurred by Parent or Sellers, (ii) satisfy any mortgages placed upon any parcel of Designated Leased Property as a lien to secure indebtedness incurred by Parent or Sellers, (iii) cause the release of or bond over any mechanic’s liens placed upon any parcel of Owned Real Property or Designated Leased Property by a third party in connection with work performed or alleged to have been performed on such parcel the cure of Owned Real Property or Designated Leased Property on behalf of Parent or Sellers (unless placed upon the Owned Real Property or Designated Leased Property on behalf of Purchaser), and (iv) cause the release of any judgment or tax liensame.

Title and Survey. Promptly after (a) Seller shall cause Chicago Title Insurance Company (the execution “Title Company”, which shall also be the Escrow Agent and/or the Closing Agent) to issue to Purchaser a current commitment for a standard ALTA 2006 form owner’s policy of title insurance (the “Title Commitment”) setting forth the status of title to the Property and committing the Title Company to issue at then-current standard premium rates a standard ALTA 2006 form Owner’s Policy of Title Insurance insuring Purchaser’s fee simple interest in the Property with gap coverage. Seller shall also provide to Purchaser a current ALTA “as-built” staked survey of the Property (the “Survey”). Any title encumbrances or exceptions which are described on Exhibit B, attached hereto and incorporated herein by reference, or which are disclosed by the Title Commitment and/or Survey, to which Purchaser does not object within the Title Review Period (as set forth in (b) below), shall be deemed to be permitted exceptions to the status of Seller’s title (“Permitted Exceptions”). (b) Not later than the fifth (5th) business day following Purchaser’s receipt of both the Title Commitment and the Survey (the “Title Review Period”), Purchaser shall give Seller written notice of any objections to the marketability of Seller’s title, including objections that are disclosed by Purchaser’s examination of the Title Commitment or the Survey. The failure of Purchaser to provide such notice to Seller on or before the expiration of the Title Review Period shall constitute a waiver of all of Purchaser’s rights under this Section 5 as such rights relate to title matters of record and survey matters that would be revealed by a current, accurate physical survey of the Property as of the expiration of the Title Review Period. If Purchaser gives proper notice of objections as provided above, Seller shall have ten (10) business days from receipt of written notice thereof to have such objections satisfied (which may, for purposes of this Agreement, include causing the Parent shall (a) provide or make available Title Company to insure the Purchaser copies of the existing as-built surveys (the “Existing Surveys”) of the Owned Real Property and of without exception to such of the Leased Real Property as are used for distribution centers in any Southern State (the “Designated Leased Property”objection), and which are, in any or to give Purchaser written notice of assurance that such instance, in Parent’s or Sellers’ possession, (b) request an update or recertification of the Existing Surveys in favor of Purchaser and in accordance with Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys, as adopted by the American Land Title Association and the American Congress on Surveying and Mapping or the local equivalent (the “New Surveys”), and (c) cause Parent’s or Sellers’ title insurance company to provide to the Purchaser a commitment for Owner’s Title Policies or Leasehold Title Policies, as applicable (collectively, the “Title Policies”), covering each parcel of Owned Real Property or Designated Leased Property (collectively, the “Commitments”), together with the documents evidencing all exceptions and restrictions shown on the Commitments (the “Title Documents”). The updates or recertifications of the Existing Surveys and the cost of the base premiums for the Title Policies objections shall be satisfied at Closing, or to give Purchaser written notice of Seller’s inability or refusal to satisfy the Parent’s or Sellers’ sole cost and expenseobjections. The cost of any modifications and endorsements to the Title Policies and/or the cost of any mortgagee policies of title insurance that may be required by any lender of the Purchaser, including any modifications and endorsements to If such mortgagee policies of title insurance, shall be at the Purchaser’s sole cost and expense. Within twenty (20) calendar days after the date Purchaser receives the last of the Title Documents and New Survey for each parcel of Owned Real Property and Designated Leased Property, Purchaser may deliver to Seller a statement in writing of any objections Purchaser may have to Sellers’ fee title to a parcel of Owned Real Property or leasehold title to Designated Leased Property, as the case may be, other than Permitted Liens and the standard printed exclusions from coverage contained in the Title Policies (collectively, “Title Objections”). Any Title Objections shall be deemed waived if Parent or the Sellers are not notified of properly satisfied within such Title Objections within twenty (20) calendar days after Purchaser receives the last of the Title Documents and New Survey for the applicable parcel of Owned Real Property or Designated Leased Property or within ten (10) calendar business day period, Purchaser, as its sole and exclusive remedy, may elect either (i) to terminate this Agreement, or (ii) to accept and approve all such unsatisfied objections and to complete the purchase of the Property. Purchaser shall notify Seller of its election within five (5) business days after Seller receives any subsequent amendment receipt by Purchaser of Seller’s written notice of Seller’s inability or endorsement refusal to satisfy the objections. If Purchaser elects to terminate this Agreement as hereinabove provided, the Binder Deposit shall be returned to Purchaser (minus $10) and the parties hereto shall have no further rights, obligations or liabilities with respect to each other hereunder, except for Purchaser’s Indemnification Obligations which shall survive such termination. Intervening title exceptions and encumbrances which first arise on or after the effective date of the Title Documents Commitment shall be governed by the terms of Section 5(c) below. (c) At Closing, the closing attorney or New Survey agent conducting the Closing (the “Closing Agent”) may hold the moneys representing the Purchase Price until Purchaser or the Title Company updates the title examination and records the Deed (as hereinafter defined). In the event there are any intervening title exceptions or encumbrances revealed by such title update which first arise on or after the effective date of the Title Commitment and which are not Permitted Exceptions hereunder, the Purchaser shall advise Seller of same and the Closing shall be delayed in order to permit Seller a reasonable opportunity to remedy the same; provided Seller shall have no obligation to do so. If Seller determines that it will not remedy the intervening matters (which remedy, for the applicable parcel of Owned Real Property or Designated Leased Property. Sellers shall not be required to bring any action or proceeding or otherwise incur any cost or expense to cure any Title Objections raised by Purchaser in accordance with the provisions purpose of this Agreement, except that Sellers may be causing the Title Company to insure the Property without exception for such intervening matter(s)) within a reasonable period of time, Purchaser, as Purchaser’s sole remedy, shall be required to elect within five (5) days following notice of such determination by Seller either (i) satisfy any mortgages placed upon any parcel to waive its objection(s) to such intervening matter(s) and to close its purchase of Owned Real Property as a lien to secure indebtedness incurred by Parent the Property, with no reduction in the Purchase Price, in which event such intervening matter(s) shall be deemed Permitted Exceptions for purpose of this Agreement, or Sellers, (ii) satisfy to terminate this Agreement and receive a refund of the Binder Deposit and the Purchase Price (if it has been paid), in which event neither Purchaser or Seller shall have any mortgages placed upon further obligations to the other hereunder, except for Purchaser’s Indemnification Obligations which shall survive any parcel such termination. If Purchaser fails to notify Seller of Designated Leased Property as a lien to secure indebtedness incurred by Parent or Sellersits election within such five (5) day period, (iii) cause the release of or bond over any mechanic’s liens placed upon any parcel of Owned Real Property or Designated Leased Property by a third party in connection with work performed or alleged Purchaser shall be deemed conclusively to have been performed on such parcel of Owned Real Property or Designated Leased Property on behalf of Parent or Sellers elected the option set forth in (unless placed upon i) above and the Owned Real Property or Designated Leased Property on behalf of Purchaser), and (iv) cause the release of any judgment or tax lienparties will proceed immediately thereafter to Closing.

Title and Survey. Promptly after the execution of this Agreement, the Parent shall (a) On or before Seller's execution and delivery of this Option Agreement, Seller, at its expense, shall provide or make available Purchaser with title commitment ("Title Commitment") issued by Buchxxx & X'Toxxx Title Company as agents for Chicago Title Insurance Company ("Title Company"), showing title to the Purchaser copies Property in the name of Seller. Within thirty (30) days after Purchaser's exercise of the existing as-built surveys Option under Paragraph 4 hereof, Seller, at its cost, shall furnish Purchaser with an updated Title Commitment (dated after the “Existing Surveys”) date of Purchaser's exercise of the Owned Real Option) showing title to the Property in the name of Seller. In the event the updated Title Commitment reveals any exceptions to title other than the permitted exceptions ("Permitted Exceptions") identified on Exhibit B hereto, Seller shall cause all such unpermitted title exceptions to be removed from title to the Property prior to Closing. The updated Title Commitment shall contain a commitment to issue extended coverage over the standard exceptions, survey accuracy, property tax identification number (PIN), access, and mineral rights endorsements and an endorsement deleting any creditors' rights exclusion. The mineral rights endorsement shall be in the form of such Exhibit C hereto. At Closing, Seller, at its cost, shall furnish Purchaser with a title policy issued pursuant to the Title Commitment insuring Purchaser's title to the Property in the full amount of the Leased Real Property as are used for distribution centers in any Southern State (Purchase Price, subject only to the “Designated Leased Property”), and which are, in any such instance, in Parent’s or Sellers’ possession, Permitted Exceptions. (b) request an update or recertification Purchaser acknowledges receipt of the Existing Surveys in favor of Purchaser and in accordance with Minimum Standard Detail Requirements for that certain ALTA/ACSM Land Title SurveysSurvey of the Property dated April 16, 1996 prepared by Chamlin & Associates, Inc. and identified as adopted by the American Land Title Association and the American Congress on Surveying and Mapping or the local equivalent File No. B8898.00Y-1 (the “New Surveys”"Survey"), and . Purchaser hereby accepts all matters (cother than zoning) cause Parent’s or Sellers’ title insurance company to provide disclosed on the Survey with respect to the Purchaser a commitment for Owner’s Title Policies or Leasehold Title Policies, as applicable Property. Within thirty (collectively, the “Title Policies”), covering each parcel of Owned Real Property or Designated Leased Property (collectively, the “Commitments”), together with the documents evidencing all exceptions and restrictions shown on the Commitments (the “Title Documents”). The updates or recertifications 30) days after Purchaser's exercise of the Existing Surveys and Option under Paragraph 4 hereof, Seller, at its cost, shall cause the cost Survey to be recertified as of a date subsequent to Purchaser's exercise of the base premiums for the Title Policies shall be at the Parent’s or Sellers’ sole cost and expenseOption. The cost of If such updated survey reveals any modifications and endorsements to the Title Policies and/or the cost of any mortgagee policies of title insurance new matters that may be required by any lender of the Purchaser, including any modifications and endorsements to such mortgagee policies of title insurance, shall be at the Purchaser’s sole cost and expense. Within twenty (20) calendar days after the date Purchaser receives the last of the Title Documents and New Survey for each parcel of Owned Real Property and Designated Leased Property, Purchaser may deliver to Seller a statement in writing of any objections Purchaser may have to Sellers’ fee title to a parcel of Owned Real Property or leasehold title to Designated Leased Property, as the case may be, other than Permitted Liens and the standard printed exclusions from coverage contained in the Title Policies (collectively, “Title Objections”). Any Title Objections shall be deemed waived if Parent or the Sellers are not notified of such Title Objections within twenty (20) calendar days after Purchaser receives the last of the Title Documents and New Survey for the applicable parcel of Owned Real Property or Designated Leased Property or within ten (10) calendar days after Seller receives any subsequent amendment or endorsement to the Title Documents or New Survey for the applicable parcel of Owned Real Property or Designated Leased Property. Sellers shall not be required to bring any action or proceeding or otherwise incur any cost or expense to cure any Title Objections raised by Purchaser in accordance with the provisions of this Agreement, except that Sellers shall be required to (i) satisfy any mortgages placed upon any parcel of Owned Real Property as a lien to secure indebtedness incurred by Parent or Sellers, (ii) satisfy any mortgages placed upon any parcel of Designated Leased Property as a lien to secure indebtedness incurred by Parent or Sellers, (iii) cause the release of or bond over any mechanic’s liens placed upon any parcel of Owned Real Property or Designated Leased Property by a third party in connection with work performed or alleged to have been performed on such parcel of Owned Real Property or Designated Leased Property on behalf of Parent or Sellers (unless placed upon the Owned Real Property or Designated Leased Property on behalf of Purchaser), and (iv) cause the release of any judgment or tax lien.an

Title and Survey. Promptly after the execution of this Agreement, the Parent shall (a) provide or make available Seller has delivered to the Purchaser copies of of: (1) the existing as-built surveys Title Commitment; (2) all documents relating to title exceptions referred to in the “Existing Surveys”Title Commitment; and (3) of the Owned Real Property Survey Purchaser hereby acknowledges that Purchaser has approved all matters set forth in the Title Commitment and of such of the Leased Real Property as are used for distribution centers in any Southern State (the “Designated Leased Property”)Survey, and which are, in any such instance, in Parent’s or Sellers’ possession, matters are deemed Permitted Encumbrances. (b) request an update or recertification of the Existing Surveys in favor of Purchaser As soon as is reasonably practicable (and in accordance with Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveysany event at least twenty (20) days) prior to Closing, as adopted by Seller shall cause the American Land Title Association Survey to be certified to Purchaser, Purchaser’s lender and the American Congress on Surveying Title Company and Mapping or updated to reflect a date not earlier than ninety (90) days prior to the local equivalent (the “New Surveys”), and Closing Date. (c) All costs incurred for title searches and preparation of the Title Commitment, and all title premiums for an extended coverage title policy (including all costs of endorsements requested by Purchaser) shall be paid by Seller. Purchaser shall be responsible for and pay all costs and expenses associated with the Survey and any updates thereto. (d) Before Closing, Seller agrees to cause Parentto be removed, at Seller’s sole cost and expense, any exception for (1) mechanics’ and materialmen’s liens caused by Seller or Sellers’ title insurance company its agents, (2) liens relating to provide past due taxes with respect to the Purchaser a commitment for Owner’s Property, (3) liens or other title exceptions resulting solely from acts of Seller or its agents occurring on or after the date of this Agreement or (4) other liens or encumbrances which secure other monetary obligations or (5) any Stub Period Title Policies Matters knowingly or Leasehold Title Policies, as applicable intentionally caused by Seller (collectively, the “Title PoliciesStub Period Must Removes”), covering each parcel . If Purchaser becomes aware of Owned Real Property any updates to the Title Commitment or Designated Leased Property Survey disclosed after the expiration of the Due Diligence Period (collectively, and not included in the “Commitments”), together with the documents evidencing all exceptions and restrictions shown on the Commitments Title Commitment (the “Stub Period Title DocumentsMatters”). The updates or recertifications of the Existing Surveys and the cost of the base premiums for the Title Policies shall be at the Parent’s or Sellers’ sole cost and expense. The cost of any modifications and endorsements ) which are not acceptable to the Title Policies and/or the cost of any mortgagee policies of title insurance that may be required by any lender of the Purchaser, including any modifications and endorsements to such mortgagee policies of title insurance, Purchaser shall be at the Purchaser’s sole cost and expense. Within twenty (20) calendar days after the date Purchaser receives the last of the Title Documents and New Survey for each parcel of Owned Real Property and Designated Leased Property, Purchaser may deliver give written notice to Seller a statement in writing of any objections Purchaser may have to Sellers’ fee title to a parcel of Owned Real Property or leasehold title to Designated Leased Property, as that it disapproves such Stub Period Title Matters (the case may be, other than Permitted Liens and the standard printed exclusions from coverage contained in the Title Policies (collectively, “Stub Period Title Objections”)) on or before the sooner to occur of three (3) Business Days after receipt of written notice thereof and the Closing. Any If Purchaser does not deliver a notice of Stub Period Title Objections Objections, then Purchaser shall be deemed waived if Parent to have approved the applicable Stub Period Title Matters (other than the Stub Period Must Removes). If Purchaser delivers a notice of Stub Period Title Objections, Seller shall have five (5) days after receipt thereof to notify Purchaser that Seller will either (a) attempt to eliminate or the Sellers are not notified of cure such Stub Period Title Objections within twenty (20) calendar days after or make arrangements to have such Stub Period Title Objections eliminated, cured or removed from title by bonding or otherwise in a manner reasonably acceptable to Purchaser receives at or prior to Closing, provided that Seller may extend the last of the Title Documents and New Survey Closing for the applicable parcel of Owned Real Property or Designated Leased Property or within ten (10) calendar days after Seller receives any subsequent amendment or endorsement to the Title Documents or New Survey for the applicable parcel of Owned Real Property or Designated Leased Property. Sellers shall not be such period as required to bring any action effect such cure, but not beyond thirty (30) days, or proceeding or otherwise incur any (b) elect not to cause such Stub Period Title Objections to be removed; provided, however, that Seller shall be obligated to remove, at no cost or expense to cure any Purchaser, the Stub Period Must Removes. If Seller gives Purchaser notice under clause (b) above or fails to respond to Purchaser’s notice of Stub Period Title Objections raised by within said five (5) day period, Purchaser shall have three (3) Business Days in accordance which to notify Seller that Purchaser will either waive such objections and proceed with the purchase and take title to the Property subject to such Stub Period Title Objections with no adjustment to the Purchase Price, other than the cost to cure the Stub Period Title Objections up to a maximum of $500,000 in the aggregate or that Purchaser will terminate this Agreement. If this Agreement is terminated pursuant to the foregoing provisions of this Agreementparagraph, neither party will have any further rights or obligations hereunder (except that Sellers for any obligations which are expressly stated to survive the termination hereof), the Xxxxxxx Money shall be required returned to Purchaser, and Seller shall reimburse Purchaser for its actual, reasonable, third-party costs and expenses, not to exceed $500,000. If Purchaser fails to notify Seller of its election within said three (i3) satisfy Business Day period, Purchaser shall be deemed to have elected to waive such Stub Period Title Objections. and proceed with the purchase and take title to the Property subject to such Stub Period Title Objections with no adjustment to the Purchase Price, other than the cost to cure the Stub Period Title Objections up to a maximum of $500,000. Notwithstanding the above, Purchaser hereby agrees (which obligation shall survive the Closing) to refund to Seller the excess, if any, of (x) any mortgages placed upon any parcel of Owned Real Property as a lien adjustment to secure indebtedness the Purchase Price attributable to the Stub Period Title Objections over (y) the actual costs incurred by Parent or Sellers, (ii) satisfy any mortgages placed upon any parcel of Designated Leased Property as a lien to secure indebtedness incurred by Parent or Sellers, (iii) cause the release of or bond over any mechanic’s liens placed upon any parcel of Owned Real Property or Designated Leased Property by a third party in connection with work performed or alleged to have been performed on such parcel the cure of Owned Real Property or Designated Leased Property on behalf of Parent or Sellers (unless placed upon the Owned Real Property or Designated Leased Property on behalf of Purchaser), and (iv) cause the release of any judgment or tax liensame.

Title and Survey. Promptly after the execution of this Agreement, the Parent shall (a) provide or make available to Seller shall order within three (3) days following the Purchaser copies of the existing as-built surveys Effective Date, if it has not previously done so, a preliminary title insurance report (the “Existing SurveysTitle Commitment”) of to be issued by the Owned Real Property and of such of the Leased Real Property as are used for distribution centers in any Southern State (the “Designated Leased Property”), and which are, in any such instance, in Parent’s or Sellers’ possession, (b) request Title Company. Purchaser shall promptly order an update or recertification of the Existing Surveys in favor of Purchaser and in accordance with Minimum Standard Detail Requirements for ALTA/ACSM Land “as-built” survey of the Property certified to the Title SurveysCompany, Purchaser, Seller and, if applicable, Purchaser’s lender (“Survey”). Copies of the Title Commitment, legible copies of all documents of record which are specifically referenced or listed as adopted by exceptions in the American Land Title Association Commitment, and the American Congress on Surveying and Mapping or the local equivalent (the “New Surveys”), and (c) cause Parent’s or Sellers’ title insurance company to provide to the Purchaser a commitment for Owner’s Title Policies or Leasehold Title Policies, as applicable Survey (collectively, the “Title PoliciesMaterials”), covering each parcel shall be delivered to Seller, Purchaser and, if applicable, Purchaser’s lender. Before the later of Owned Real Property or Designated Leased Property (collectivelyi) ten (10) days after Purchaser’s receipt of all of the Title Materials, and (ii) the expiration of the Due Diligence Period (“CommitmentsTitle Review Period”), together Purchaser shall furnish Seller with a written statement of objections, if any, to title to the documents evidencing Property (“Objections”). If an update or endorsement to the Title Commitment delivered to Purchaser or a revision to the Survey (“Title/Survey Update”) discloses a title or Survey matter that was not disclosed in the Title Commitment, on the Survey or in a previous Title/Survey Update, Purchaser may deliver to Seller, within five (5) days following Purchaser’s receipt of the Title/Survey Update (“Title/Survey Update Review Period”) a written Objection to such defect first disclosed on the Title/Survey Update accompanied by a copy of the Title/Survey Update. Purchaser shall be deemed to have agreed to accept title subject to all exceptions matters reflected in the Title Commitment and restrictions any Title/Survey Update and to the state of facts shown on the Commitments Survey, other than Objections that have been timely given and provided that, in no event shall Purchaser be deemed to have agreed to accept title subject to (i) monetary liens, encumbrances or security interests against Seller and/or the Property, (ii) encumbrances that have been voluntarily placed against the Property by Seller after the Effective Date without Purchaser’s prior written consent and that will not otherwise be satisfied on or before the Closing or (iii) exceptions that can be removed from the Title Commitment by Seller’s delivery of a customary owner’s title affidavit or gap indemnity (all of the foregoing hereinafter collectively referred to as the “Title DocumentsSeller’s Required Removal Items”). The updates All title matters and exceptions set forth in the Title Commitment and any Title/Survey Update and the state of facts shown on the Survey which are not Objections, or recertifications which are thereafter deemed to be accepted or waived by Purchaser as hereinafter provided, other than the Seller’s Required Removal Items, are hereafter referred to as the “Permitted Exceptions.” (b) If Purchaser notifies Seller within the Title Review Period or the Title/Survey Update Review Period, as applicable, of Objections, then within five (5) days after Seller’s receipt of Purchaser’s notice, Seller shall notify Purchaser in writing (“Seller’s Title Response Notice”) of the Existing Surveys and the cost of the base premiums for the Title Policies shall be Objections which Seller agrees to satisfy at the Parent’s or Sellers’ sole cost and expense. The cost of any modifications and endorsements prior to the Title Policies and/or the cost of any mortgagee policies of title insurance that may be required by any lender of the PurchaserClosing, including any modifications and endorsements to such mortgagee policies of title insurance, shall be at the PurchaserSeller’s sole cost and expense. Within twenty (20) calendar days after the date Purchaser receives the last , and of the Title Documents and New Survey for each parcel Objections that Seller cannot or will not satisfy. Failure by Seller to respond to Purchaser by the expiration of Owned Real Property and Designated Leased Property, Purchaser may deliver to Seller a statement in writing of any objections Purchaser may have to Sellers’ fee title to a parcel of Owned Real Property or leasehold title to Designated Leased Property, as the case may be, other than Permitted Liens and the standard printed exclusions from coverage contained in the Title Policies said five (collectively, “Title Objections”). Any Title Objections 5) day response period shall be deemed waived if Parent as Seller’s election not to cure the Objections raised by Purchaser. Notwithstanding the foregoing, Seller shall, in any event, be obligated to satisfy Seller’s Required Removal Items. If Seller chooses not to satisfy, or the Sellers are is deemed to elect not notified of such Title Objections within twenty (20) calendar days after Purchaser receives the last to cure, all or any of the Objections that Seller is not obligated to satisfy, Seller shall notify Purchaser thereof within the allowed five (5) day period, then Purchaser shall have the option, to be exercised within five (5) days following Purchaser’s receipt of the Seller’s Title Documents and New Survey for the applicable parcel of Owned Real Property Response Notice or Designated Leased Property or within ten five (105) calendar days after Seller receives any subsequent amendment or endorsement is deemed to the Title Documents or New Survey for the applicable parcel of Owned Real Property or Designated Leased Property. Sellers shall elect not be required to bring any action or proceeding or otherwise incur any cost or expense to cure any Title of the Objections raised that Seller is not obligated to satisfy, of either (i) terminating this Agreement by giving written notice of termination to Seller, or (ii) electing to consummate the purchase of the Property, in which case Purchaser shall be deemed to have waived such Objections and such Objections shall become “Permitted Exceptions” for all purposes hereunder. Failure by Purchaser to respond to Seller by the expiration of said five (5) day response period shall be deemed its election to waive the applicable Objection(s), which shall become “Permitted Exceptions.” If, at or prior to the Closing, Seller is unable or unwilling to satisfy any Objections that Seller has agreed to satisfy in Seller’s Title Response Notice, Purchaser shall have the option, at Purchaser’s sole discretion and without limiting any other right or remedy of Purchaser, (i) to postpone the Closing Date for up to thirty (30) days to allow Seller additional time to satisfy such Objections, (ii) to terminate this Agreement by giving written notice of termination to Seller, whereupon the Escrow Agent shall promptly deliver the Xxxxxxx Money to Purchaser and Seller shall be obligated to reimburse Purchaser for its Termination Costs (as defined in Section 12.1), or (iii) to close this transaction in accordance with the terms and provisions of this Agreement, except hereof and accepting title in its then existing condition with all matters set forth in the Title Commitment or on the Survey (other than Seller’s Required Removal Items and Objections that Sellers shall Seller has cured) being deemed to be required to (i) satisfy any mortgages placed upon any parcel of Owned Real Property as a lien to secure indebtedness incurred by Parent or Sellers, (ii) satisfy any mortgages placed upon any parcel of Designated Leased Property as a lien to secure indebtedness incurred by Parent or Sellers, (iii) cause the release of or bond over any mechanic’s liens placed upon any parcel of Owned Real Property or Designated Leased Property by a third party in connection with work performed or alleged to have been performed on such parcel of Owned Real Property or Designated Leased Property on behalf of Parent or Sellers (unless placed upon the Owned Real Property or Designated Leased Property on behalf of Purchaser), and (iv) cause the release of any judgment or tax lienPermitted Exceptions.

Title and Survey. Promptly after the execution of this Agreement, the Parent shall (a) provide or make available Seller has caused the Title Company to prepare and furnish the Title Commitment to Purchaser and Seller, together with copies of all instruments referred to thereon as exceptions to title and Seller has delivered a copy of the Survey to Purchaser and ordered an update to the Purchaser copies of the existing as-built surveys Survey (the “Existing SurveysUpdated Survey”) at the sole cost and expense of Purchaser, the contract for which has been delivered to Purchaser; provided, however, that, if the Updated Survey is not completed by Closing, Seller shall deliver an affidavit to the Title Company to enable the Title Company to issue a survey endorsement with Purchaser’s title insurance policy. (b) Purchaser has reviewed or shall review the Title Commitment and the Survey prior to the expiration of the Study Period and, if Purchaser does not terminate this Agreement prior to the expiration of the Study Period, Purchaser shall purchase the Property at Closing subject to the Permitted Exceptions. Notwithstanding the foregoing, all Voluntary Liens shown on the Title Commitment will be satisfied by Seller on or prior to the Closing Date or, if not so satisfied, will be satisfied at Closing out of the proceeds otherwise payable to Seller or by other funds provided by Seller. To enable Seller to make conveyance as herein provided, Seller may, at the time of Closing, use the Purchase Price or any portion thereof to clear the title of any or all encumbrances or interests, provided that provision reasonably satisfactory to Purchaser’s attorney is made for prompt recording of all instruments so procured in accordance with conveyancing practice in the jurisdiction in which the Property is located and that the Title Company issues a title policy to Purchaser for the Property without exception for such Voluntary Liens. (c) In the event that, after the expiration of the Study Period, Purchaser obtains knowledge of any new title or survey matters affecting the Property created or recorded after the effective date of the Title Commitment or the date of the Survey which could reasonably be expected to materially affect the use or value of the Property, Purchaser shall promptly send Seller written notice (a “Title Objection Notice”) of the Owned Real Property such new title and of survey matters, setting forth in reasonable detail any objections that Purchaser has to such of the Leased Real Property as are used for distribution centers in any Southern State title or survey matters (the “Designated Leased Property”), and which are, in any such instance, in Parent’s or Sellers’ possession, (b) request an update or recertification of the Existing Surveys in favor of Purchaser and in accordance with Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys, as adopted by the American Land Title Association and the American Congress on Surveying and Mapping or the local equivalent (the “New Surveys”), and (c) cause Parent’s or Sellers’ title insurance company to provide to the Purchaser a commitment for Owner’s Title Policies or Leasehold Title Policies, as applicable (collectively, the “Title Policies”), covering each parcel of Owned Real Property or Designated Leased Property (collectively, the “Commitments”), together with the documents evidencing all exceptions and restrictions shown on the Commitments (the “Title Documents”). The updates or recertifications of the Existing Surveys and the cost of the base premiums for the Title Policies shall be at the Parent’s or Sellers’ sole cost and expense. The cost of any modifications and endorsements to the Title Policies and/or the cost of any mortgagee policies of title insurance that may be required by any lender of the Purchaser, including any modifications and endorsements to such mortgagee policies of title insurance, shall be at the Purchaser’s sole cost and expense. Within twenty (20) calendar days after the date Purchaser receives the last of the Title Documents and New Survey for each parcel of Owned Real Property and Designated Leased Property, Purchaser may deliver to Seller a statement in writing of any objections Purchaser may have to Sellers’ fee title to a parcel of Owned Real Property or leasehold title to Designated Leased Property, as the case may be, other than Permitted Liens and the standard printed exclusions from coverage contained in the Title Policies (collectively, “Title Objections”); provided, however, that Purchaser shall have no right to object to any of the matters set forth within subsections (a) through (f) of the definition of Permitted Exceptions. Any Purchaser shall have no right to object to any new title or survey matter if Purchaser does not send a Purchaser Title Objection to Seller within five (5) Business Days of when Purchaser first has knowledge of such item, and any matter for which Purchaser does not timely object shall be a Permitted Exception. Seller shall have five (5) days from its receipt of the Title Objection Notice (“Seller’s Title Election Period”) to give Purchaser notice as to whether Seller elects to use reasonable efforts to cure the Purchaser Title Objections by the Closing Date. If Seller fails to give Purchaser written notice of such election before the end of Seller’s Title Election Period, Seller shall be deemed to have elected not to attempt to cure the Purchaser Title Objections. If Seller elects or is deemed to have elected not to attempt to cure any one or more of the Purchaser Title Objections, such Purchaser Title Objections shall constitute Permitted Exceptions and Purchaser shall have until the earlier of the Closing Date and the day that is five (5) Business Days after the expiration of Seller’s Title Election Period to determine whether to take title to the Property subject to such matters or to terminate this Agreement. If Seller elects to use reasonable efforts to cure any one or more of the Purchaser Title Objections, Seller shall have until the Closing Date to complete such cure, failing which Purchaser shall have the option of either accepting the title as it then is or terminating this Agreement. In the event that Purchaser elects to terminate this Agreement pursuant to this Section 4.1(c), the Deposit shall promptly be deemed waived if Parent returned to Purchaser; thereupon, except for Purchaser’s Surviving Obligations, Purchaser and Seller shall have no further obligations or the Sellers are not notified of liabilities under this Agreement. If Seller elects to use reasonable efforts to cure any one or more Purchaser Title Objections, Seller shall use reasonable efforts to correct such Purchaser Title Objections within twenty on or before the Closing Date, except that (20y) calendar days after Purchaser receives the last of the Title Documents Seller shall in no event be required to bring suit to clear any claimed title or survey defects and (z) except for Voluntary Liens and New Survey for the applicable parcel of Owned Real Property or Designated Leased Property or within ten (10) calendar days after Monetary Encumbrances, Seller receives any subsequent amendment or endorsement to the Title Documents or New Survey for the applicable parcel of Owned Real Property or Designated Leased Property. Sellers shall not be required to bring any action or proceeding or otherwise incur any cost or expense expend more than a total of Twenty-Five Thousand Dollars ($25,000) to cure the Purchaser Title Objections. All Voluntary Liens and New Monetary Encumbrances will be satisfied (to the extent required hereunder) by Seller on or prior to the Closing Date or, if not so satisfied, shall be satisfied at Closing out of the proceeds otherwise payable to Seller or other funds provided by Seller. To enable Seller to make conveyance as herein provided, Seller may, at the time of Closing, use the Purchase Price or any Title Objections raised by Purchaser portion thereof to clear the title of any or all Voluntary Liens, provided that provision reasonably satisfactory to Purchaser’s attorney is made for prompt recording of all instruments so procured in accordance with conveyancing practice in the provisions of this Agreement, except jurisdiction in which the Property is located and that Sellers the Title Company issues a title policy to Purchaser for the Property without exception for such Voluntary Liens. (d) Purchaser shall be required entitled to request that the Title Company provide such endorsements to the Purchaser’s title insurance policy as Purchaser may reasonably require, provided that (i) satisfy any mortgages placed upon any parcel of Owned Real Property such endorsements or amendments shall be at no cost to, and except as set forth in Section 4.1(a) with respect to a lien to secure indebtedness incurred by Parent or Sellerssurvey endorsement, shall impose no additional liability on, Seller, (ii) satisfy any mortgages placed Purchaser’s obligations under this Agreement shall not be conditioned upon any parcel its ability to obtain such endorsements and, if Purchaser is unable to obtain such endorsements, Purchaser shall nevertheless be obligated to proceed to close the transactions contemplated hereby without reduction of Designated Leased Property as a lien to secure indebtedness incurred by Parent or Sellersset off against the Purchase Price, and (iii) cause the release of or bond over any mechanic’s liens placed upon any parcel of Owned Real Property or Designated Leased Property by Closing shall not be delayed as a third party in connection with work performed or alleged to have been performed on such parcel of Owned Real Property or Designated Leased Property on behalf of Parent or Sellers (unless placed upon the Owned Real Property or Designated Leased Property on behalf result of Purchaser)’s request. To the extent that Seller does not transfer its existing debt on the Property to another property or Seller’s mortgage is otherwise able to be assigned by Seller’s lender to Purchaser’s lender, then Seller shall, at no cost to Seller, reasonably cooperate with assignment of the mortgage to Purchaser’s lender and (iv) cause Seller and Purchaser shall equally share the release of any judgment or mortgage tax liensavings realized by Purchaser due to such assignment.

Title and Survey. Promptly after the execution of this Agreement, the Parent shall (a) provide or make available Purchaser acknowledges receipt of the Title Commitment from the Title Company and the Survey. Purchaser may order an updated Survey (any such update, the “Updated Survey”) in its discretion. Any Updated Survey (and all related survey certifications) shall be addressed to both Purchaser and Seller and shall be delivered to Purchaser forthwith upon its issuance. (b) [Intentionally Deleted]. (c) If, after the Effective Date but before the Closing Date, Purchaser first receives an update of the Title Commitment that takes exception for matters that are not disclosed in the Title Commitment and that adversely affect title to the Purchaser copies of the existing as-built surveys (the “Existing Surveys”) of the Owned Real Property and of such of the Leased Real Property as that are used for distribution centers in any Southern State (the “Designated Leased Property”), and which are, in any such instance, in Parent’s or Sellers’ possession, (b) request an update or recertification of the Existing Surveys in favor of Purchaser and in accordance with Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys, as adopted by the American Land Title Association and the American Congress on Surveying and Mapping or the local equivalent (the “New Surveys”), and (c) cause Parent’s or Sellers’ title insurance company to provide to the Purchaser a commitment for Owner’s Title Policies or Leasehold Title Policies, as applicable (collectively, the “Title Policies”), covering each parcel of Owned Real Property or Designated Leased Property (collectively, the “Commitments”), together with the documents evidencing all exceptions and restrictions shown on the Commitments (the “Title Documents”). The updates or recertifications of the Existing Surveys and the cost of the base premiums for the Title Policies shall be at the Parent’s or Sellers’ sole cost and expense. The cost of any modifications and endorsements to the Title Policies and/or the cost of any mortgagee policies of title insurance that may be required by any lender of the Purchaser, including any modifications and endorsements to such mortgagee policies of title insurance, shall be at the Purchaser’s sole cost and expense. Within twenty (20) calendar days after the date Purchaser receives the last of the Title Documents and New Survey for each parcel of Owned Real Property and Designated Leased Propertynot Permitted Exceptions, Purchaser may deliver shall have the right to give Seller a statement written notice (a “Purchaser Intervening Title Objection Notice”) that sets forth such matters in writing of any objections reasonable detail (“Purchaser may have to Sellers’ fee title to a parcel of Owned Real Property or leasehold title to Designated Leased Property, as the case may be, other than Permitted Liens and the standard printed exclusions from coverage contained in the Title Policies (collectively, “Intervening Title Objections”). Any ; provided, however, that: (i) any Purchaser Intervening Title Objections shall Objection Notice (together with copies of the applicable updated title commitment or title report and the applicable underlying exception documents referenced therein) must be deemed waived if Parent or the Sellers are not notified of such Title Objections provided to Seller within twenty five (205) calendar days Business Days after Purchaser receives the last of the Title Documents and New Survey for the applicable parcel of Owned Real Property or Designated Leased Property or within ten (10) calendar days after Seller receives any subsequent amendment or endorsement update to the Title Documents Commitment (but in no event later than the Closing Date) and (ii) Purchaser shall have no right to give a Purchaser Intervening Title Objection Notice with respect to any of the matters set forth within subsections (a) through (d) of the definition of Permitted Exceptions or New Survey any matters of which Purchaser is deemed to know as of the Effective Date. If Purchaser fails to include an objection to any intervening title or survey matter affecting the Property as of the effective date of the updated Title Commitment in a Purchaser Intervening Title Objection Notice, or if Purchaser fails timely to give Seller a Purchaser Intervening Title Objection Notice, any such matters shall be Permitted Exceptions and Purchaser shall have no further right to object to such matters. Seller shall have three (3) Business Day from its receipt of a Purchaser Intervening Title Objection Notice (“Seller’s Additional Title Election Period”) to give Purchaser a written notice (“Seller’s Intervening Title Notice”) that identifies the Purchaser Intervening Title Objections, if any, that Seller will attempt to Remove by the Closing Date. If Seller does not give Seller’s Intervening Title Notice by the end of Seller’s Additional Title Election Period, Seller shall be deemed to have elected not to Remove any matters set forth in the applicable Purchaser Intervening Title Election Notice. Any Purchaser Intervening Title Objections that are not identified in a Seller’s Intervening Title Notice as matters that Seller will attempt to Remove by Closing, or Purchaser Intervening Title Objections that Seller is deemed to have elected not to Remove, shall constitute Permitted Exceptions and Purchaser shall have until the earlier of (1) five (5) Business Days after the expiration of Seller’s Additional Title Election Period and (2) the Closing Date (the earlier of such dates, the “Purchaser Title Election Date”) to give Seller written notice that Purchaser elects either to waive the applicable Purchaser Intervening Title Objections or to terminate this Agreement, and if Purchaser gives Seller a written termination notice by the Purchaser Title Election Date, this Agreement shall terminate, the Deposit shall be returned to Purchaser promptly following Purchaser’s written demand therefor and Purchaser and Seller shall have no further obligations or liabilities under this Agreement except for the applicable parcel obligations that expressly survive the termination of Owned Real Property this Agreement. If Purchaser timely gives Seller a Purchaser Intervening Title Objection Notice in accordance with the above provisions and Seller elects to use reasonable efforts to Remove any one or Designated Leased Propertymore of the Purchaser Intervening Title Objections, then (A) the Purchaser Intervening Title Objections that are identified in a Seller’s Intervening Title Notice as matters that Seller will attempt to Remove by Closing shall not constitute Permitted Exceptions, (B) Seller shall have until the Closing Date to Remove such matters, and (C) if such matters are not Removed by the Closing Date, Purchaser shall have the option of either accepting title subject to such Purchaser Intervening Title Objections or demanding a refund of the Deposit, in which event the Deposit shall promptly be returned to Purchaser, this Agreement shall terminate and Purchaser and Seller shall have no further obligations or liabilities under this Agreement except for the except for the obligations that expressly survive the termination of this Agreement. Sellers If Seller elects to use reasonable efforts to Remove any one or more Purchaser Intervening Title Objections, (y) Seller shall in no event be required to bring suit to clear any claimed title or survey defects and (z) except for Voluntary Liens, Seller shall not be required to bring expend more than Five Hundred Thousand Dollars ($500,000) in the aggregate (inclusive of attorneys’ fees) to Remove any action or proceeding or otherwise incur any cost or expense to cure any Purchaser Title Objections raised and any Purchaser Intervening Title Objections. Notwithstanding anything contained herein to the contrary, Purchaser shall be deemed to have rejected, without any need for further notice to Seller, all Voluntary Liens that may be disclosed on any update to the Commitment so long as Seller or Seller’s counsel shall have received a copy of such update from the Title Company promptly upon receipt thereof by Purchaser or its counsel but in all events before the Closing Date. (d) Notwithstanding anything to the contrary herein, all Voluntary Liens will be satisfied by Seller on or prior to the Closing or, if not so satisfied, shall be satisfied at Closing out of the proceeds otherwise payable to Seller. To enable Seller to make conveyance as herein provided, Seller may, at the time of Closing, use the Purchase Price or any portion thereof to clear the title of any or all encumbrances or interests, provided that provision reasonably satisfactory to the Title Company is made for recording following the Closing of all instruments so procured in accordance with conveyancing practice in the provisions of this Agreement, except that Sellers jurisdiction in which the Property is located. (e) [Intentionally Deleted]. (f) Purchaser shall be required entitled to request that the Title Company provide such endorsements to the Purchaser’s title insurance policy as Purchaser may reasonably require, provided that (i) satisfy any mortgages placed upon any parcel of Owned Real Property as a lien to secure indebtedness incurred by Parent such endorsements or Sellersamendments shall be at no cost to, and shall impose no additional liability on, Seller, (ii) satisfy any mortgages placed Purchaser’s obligations under this Agreement shall not be conditioned upon any parcel its ability to obtain such endorsements and, if Purchaser is unable to obtain such endorsements, Purchaser shall nevertheless be obligated to proceed to close the transactions contemplated hereby without reduction of Designated Leased Property as a lien to secure indebtedness incurred by Parent or Sellersset off against the Purchase Price, and (iii) cause the release of or bond over any mechanic’s liens placed upon any parcel of Owned Real Property or Designated Leased Property by Closing shall not be delayed as a third party in connection with work performed or alleged to have been performed on such parcel of Owned Real Property or Designated Leased Property on behalf of Parent or Sellers (unless placed upon the Owned Real Property or Designated Leased Property on behalf result of Purchaser), and (iv) cause the release of any judgment or tax lien’s request.

Title and Survey. Promptly As soon as reasonably possible after the execution Opening of this AgreementEscrow, the Parent shall (a) provide or make available Escrow Agent will deliver to the Purchaser copies of the existing as-built surveys (the “Existing Surveys”) of the Owned Real Property and of such of the Leased Real Property as are used for distribution centers in any Southern State (the “Designated Leased Property”), and which are, in any such instance, in Parent’s or Sellers’ possession, (b) request an update or recertification of the Existing Surveys in favor of Purchaser and in accordance with Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys, as adopted by the American Land Title Association and the American Congress on Surveying and Mapping or the local equivalent (the “New Surveys”), and (c) cause Parent’s or Sellers’ title insurance company to provide to the Purchaser Buyer a commitment for Owner’s Title Policies or Leasehold Title Policies, as applicable an extended owner's policy of title insurance (collectively, the “Title Policies”), covering each parcel "TITLE REPORT") and copies of Owned Real Property or Designated Leased Property (collectively, the “Commitments”), together with the documents evidencing all non-standard exceptions and restrictions shown on the Commitments (the “Title Documents”). The updates or recertifications of the Existing Surveys and the cost of the base premiums for the Title Policies shall be at the Parent’s or Sellers’ sole cost and expense. The cost of any modifications and endorsements to the Title Policies and/or Report. The Title Report must have an effective date after the cost Opening of Escrow. Buyer will obtain at its expense prior to the end of the Inspection Period an update to the Current Survey prepared to Buyer's specifications ("SURVEY"). Buyer will have until the end of the Inspection Period, within which to notify Seller and Escrow Agent, in writing, of Buyer's disapproval ("TITLE OBJECTIONS") of any mortgagee policies of title insurance exceptions or other matters that may be required by any lender of the Purchaser, including any modifications and endorsements to such mortgagee policies of title insurance, shall be at the Purchaser’s sole cost and expense. Within twenty (20) calendar days after the date Purchaser receives the last of the Title Documents and New Survey for each parcel of Owned Real Property and Designated Leased Property, Purchaser may deliver to Seller a statement in writing of any objections Purchaser may have to Sellers’ fee title to a parcel of Owned Real Property or leasehold title to Designated Leased Property, as the case may be, other than Permitted Liens and the standard printed exclusions from coverage are contained in the Title Policies (collectively, “Title Objections”)Report or the Survey. Any Buyer's failure to make its Title Objections shall on a timely basis will be deemed waived if Parent a waiver of its title contingency under Sections 3.02(a) and (b) below. Except for those matters that Seller is obligated to discharge or remove from title on or before the Sellers are not notified Closing Date (i.e., Monetary Liens described below) and disapproved Project Contracts) under the terms of such this Contract, Buyer agrees to accept title to the Property subject to those matters described as title exceptions in First American Title Insurance Company of Arizona, Pro Forma Policy No. 4062756, dated February 14, 2003 ("APPROVED PRO FORMA POLICY") and disclosed on ALTA/ACSM Survey prepared by O'Neil Engineering, Inc., dated February 2003, Revision date February 24, 2003 (Job No. 3475) ("EXISTING SURVEY"). (a) If Buyer makes any Title Objections within twenty (20) calendar days after Purchaser receives on or before the last end of the Title Documents Review Period, Seller may elect, by delivering written notice to Buyer and New Survey for Escrow Agent, to: (i) attempt to cure all or any of the applicable parcel Title Objections, in which case any Title Objections cured by Seller will be considered to have been approved by Buyer; or (ii) not attempt to cure all or any of Owned Real Property the title Objections. Seller may cure the Title Objections only by causing the removal of record of the Title Objections, modifying of record the Title Objections, obtaining a commitment from Escrow Agent to eliminate the Title Objections from the Title Policy, or Designated Leased Property causing Escrow Agent to issue an endorsement insuring Buyer against loss or within ten (10) calendar days after Seller receives any subsequent amendment damage from the Title Objections or endorsement to provide other affirmative assurances to Buyer with regard to the Title Documents Objections. All such cures (other than formal removal of record) must be in a form and content acceptable to Buyer, in its sole discretion. All endorsements representing a cure of a Title Objection will be paid for by Seller, unless otherwise agreed in writing. Seller's election under subsection (i) or New Survey for (ii) above must be made within 10 days after Seller's receipt of the applicable parcel of Owned Real Property Title Objections. Seller's failure to make a timely election under subsection (i) or Designated Leased Property(ii) above will be deemed an election to not to attempt to cure under subsection (ii) above. Sellers shall not be required Seller will have no obligation or duty to bring any action cure the Title Objections or proceeding or otherwise to incur any cost or expense in curing the Title Objections, except the Money Liens described below. (b) If Seller has elected to attempt to cure any of the Title Objections raised by Purchaser in accordance with pursuant to Section 3.02(a)(i) above and does not or cannot cure those objections within 30 days after the provisions end of this Agreementthe Inspection Period (or otherwise deliver sufficient evidence within that time of Seller's ability to cure the matter at the closing), except that Sellers shall be required or if Seller has elected or is deemed to have elected not to attempt to cure pursuant to Section 3.02(a)(ii) above, Buyer, as its sole and exclusive remedy, may elect to: (i) satisfy waive its Title Objections and complete the purchase of the Property at the Price (without any mortgages placed upon price adjustment and without any parcel right or claim to damages, credit, or offset for the Title Objections, except removal of Owned Real Property as a lien to secure indebtedness incurred by Parent the Money Liens, which will be paid from Seller's proceeds of sale); or Sellers, (ii) satisfy cancel this Contract. Buyer's failure to make the election described in the previous sentence within 10 days after the earlier to occur of the expiration of Seller's cure period described above or Buyer's receipt (or deemed receipt) of Seller's election not to attempt to cure will be deemed an acceptance of title as described in the Title Report and Survey (except for the items that Escrow Agent has agreed to delete or modify) and a waiver of Buyer's right to cancel this Contract for a failure of Buyer's title contingency. (c) If Escrow Agent, after the expiration of the Title Review Period, updates, adds to, or amends the Title Report (by endorsement, amendment, or otherwise) to include a new title exception resulting from any mortgages placed upon any parcel new matters or facts that became known or were revealed to Escrow Agent after the Opening of Designated Leased Property Escrow and that were not caused by Buyer's acts, Buyer will have until the earlier of two days prior to the Closing Date or five business days following Buyer's receipt of the amended Title Report (including legible and complete copies of all new title exceptions) to notify Seller in writing of its objections (with all new objections being considered as a lien to secure indebtedness incurred by Parent or Sellers, (iii) cause the release of or bond over any mechanic’s liens placed upon any parcel of Owned Real Property or Designated Leased Property by a third party in connection with work performed or alleged to have been performed on such parcel of Owned Real Property or Designated Leased Property on behalf of Parent or Sellers (unless placed upon the Owned Real Property or Designated Leased Property on behalf of Purchaser), and (iv) cause the release of any judgment or tax lien.additional "TITLE OBJECTIONS"

Title and Survey. Promptly after the execution of this Agreement, the Parent shall (a) provide Seller, at its expense, shall obtain and deliver to Purchaser within five (5) days after the date on which the Deposit is delivered to the Escrow Agent, a current, effective commitment for title insurance (the “Title Commitment”) issued by the Title Company, wherein the Title Company shall commit to issue to Purchaser a standard Texas form of owner’s title insurance policy (the “Owner’s Title Insurance Policy”) in the amount of the Purchase Price, naming Purchaser as the proposed insured, and accompanied by copies of all documents referred to in the Title Commitment. Seller shall (if not previously delivered) deliver or make available to the Purchaser copies a copy of the most recent existing as-built surveys survey (if any) in Seller’s possession relating to the Property (if any, the “Existing SurveysSurvey”). Purchaser, at Purchaser’s expense, shall have the right to obtain a current (dated on or after the Effective Date) on-the-ground survey of the Property prepared in accordance with the Texas Surveyors Association Standards and Specifications for a Category IA, Condition II survey (including field notes) or a current ALTA land title survey of the Property (meeting the Minimum Standard Survey Requirements applicable to improved property as adopted by ALTA and ASCM) (as applicable, the “New Survey”) made by a duly licensed surveyor acceptable to Purchaser. The New Survey shall be sufficient to allow the Title Company to delete the standard printed survey exception from the Owner’s Title Insurance Policy, except for “shortages in area.” The New Survey, and any revisions thereto, shall be promptly delivered to Seller upon Purchaser’s receipt of same. Should Purchaser obtain the Owned Real Property and of such of New Survey, the Leased Real Property as are used for distribution centers in any Southern State (New Survey shall be considered the “Designated Leased Property”), and which are, in any such instance, in Parent’s or Sellers’ possession, Survey” for all purposes under this Agreement. (b) request an update or recertification of Purchaser shall have until the Existing Surveys in favor of Purchaser and in accordance with Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys, as adopted by the American Land Title Association and the American Congress on Surveying and Mapping or the local equivalent (the “New Surveys”), and (c) cause Parent’s or Sellers’ title insurance company Objection Date to provide to the Purchaser give Seller a commitment for Owner’s Title Policies or Leasehold Title Policies, as applicable (collectively, the “Title Policies”), covering each parcel of Owned Real Property or Designated Leased Property (collectively, the “Commitments”), together with the documents evidencing all exceptions and restrictions shown on the Commitments written notice (the “Title DocumentsObjection Notice”). The updates or recertifications of the Existing Surveys and the cost of the base premiums for the Title Policies shall be at the Parent’s or Sellers’ sole cost and expense. The cost of any modifications and endorsements to the Title Policies and/or the cost of any mortgagee policies of title insurance ) that may be required by any lender of the Purchaser, including any modifications and endorsements to such mortgagee policies of title insurance, shall be at the Purchaser’s sole cost and expense. Within twenty (20) calendar days after the date Purchaser receives the last of the Title Documents and New Survey for each parcel of Owned Real Property and Designated Leased Property, Purchaser may deliver to Seller a statement in writing of sets forth any objections that Purchaser may have has to Sellers’ fee title to a parcel of Owned Real or survey matters affecting the Property or leasehold title to Designated Leased Property, as (the case may be, other than Permitted Liens and the standard printed exclusions from coverage contained in the Title Policies (collectively, “Purchaser Title Objections”). Any Seller shall have seven (7) days from its receipt of the Title Objection Notice (“Seller’s Title Election Period”) to give Purchaser written notice as to whether Seller elects to cure the Purchaser Title Objections by the Closing Date. If Seller fails to give Purchaser written notice of such election before the end of Seller’s Title Election Period, Seller shall be deemed to have elected not to attempt to cure the Purchaser Title Objections. If Seller elects or is deemed to have elected not to attempt to cure any one or more of the Purchaser Title Objections, such Purchaser Title Objections shall be deemed waived if Parent or constitute Permitted Exceptions and Purchaser shall have until the Sellers are not notified of such Title Objections within twenty (20) calendar days after Purchaser receives the last end of the Title Documents and New Survey for the applicable parcel of Owned Real Property or Designated Leased Property or within ten (10) calendar days after Seller receives any subsequent amendment or endorsement Study Period to determine whether to take title to the Title Documents Property subject to such matters or New Survey for the applicable parcel of Owned Real Property or Designated Leased Propertyto terminate this Agreement in accordance with Section 5.2. Sellers shall not be required to bring any action or proceeding or otherwise incur any cost or expense If Seller elects to cure any one or more of the Purchaser Title Objections raised by Objections, Seller shall have until the Closing Date to complete such cure, failing which Purchaser shall have the option of either accepting the title as it then is or terminating this Agreement. If Purchaser elects to terminate this Agreement in accordance with the provisions of this Agreementimmediately preceding sentence, except that Sellers shall be required to (i) the Deposit (including any Non-Refundable Amount) shall be delivered to Purchaser, and (ii) except for Purchaser’s Surviving Obligations and Seller’s Surviving Obligations, Seller and Purchaser shall have no further obligations or liabilities to each other hereunder. All Mandatory Cure Items will be satisfied or cured by Seller on or prior to the Closing Date or, if not so satisfied, shall be satisfied at Closing out of the proceeds otherwise payable to Seller. If Seller fails to cure or satisfy any mortgages placed upon Mandatory Cure Items by the Closing Date, Purchaser shall have the option of either accepting the title as it then is or terminating this Agreement. If Purchaser elects to terminate this Agreement in accordance with the immediately preceding sentence, (1) the Deposit (including any parcel Non-Refundable Amount, if any) shall be delivered to Purchaser, and (2) except for Purchaser’s Surviving Obligations and Seller’s Surviving Obligations, Seller and Purchaser shall have no further obligations or liabilities to each other hereunder. (c) Purchaser shall be entitled to request that the Title Company provide such endorsements (including the deletion of Owned Real Property the standard printed survey exception from the Owner’s Title Insurance Policy, except for “shortages in area”) to the Owner’s Title Insurance Policy as a lien Purchaser may reasonably require, provided (i) such endorsements or amendments shall be at no cost to, and shall impose no additional liability on, Seller (unless Seller agrees to secure indebtedness incurred by Parent pay such cost or Sellersincur such liability in connection with Seller’s response to Purchaser’s Title Objections), (ii) satisfy any mortgages placed Purchaser’s obligations under this Agreement shall not be conditioned upon any parcel its ability to obtain such endorsements and, if Purchaser is unable to obtain such endorsements, Purchaser shall nevertheless be obligated to proceed to close the transactions contemplated hereby without reduction of Designated Leased Property as a lien to secure indebtedness incurred by Parent or Sellersset off against the Purchase Price, and (iii) cause the release of or bond over any mechanic’s liens placed upon any parcel of Owned Real Property or Designated Leased Property by Closing shall not be delayed as a third party in connection with work performed or alleged to have been performed on such parcel of Owned Real Property or Designated Leased Property on behalf of Parent or Sellers (unless placed upon the Owned Real Property or Designated Leased Property on behalf result of Purchaser)’s request; provided, and (iv) cause however, the release of any judgment or tax lienforegoing shall not affect Purchaser’s rights to terminate this Agreement during the Study Period pursuant to Section 5.2 hereof.

Title and Survey. Promptly after the execution of this Agreement, the Parent shall (a) provide or make available to Seller has ordered from Title Company the Purchaser copies of the existing as-built surveys title insurance report (the “Existing SurveysTitle Commitment”) ). Seller has delivered to Purchaser a copy of a survey for the Owned Real Property dated January 26, 2006 and of such of prepared by the Leased Real Property as are used for distribution centers in any Southern State Xxxx X. XxXxxxx Company, Inc. (the “Designated Leased PropertySurvey”), and which are, in any such instance, in Parent’s or Sellers’ possession, (b) request Purchaser at its cost and expense shall promptly order and obtain an update or recertification of the Existing Surveys in favor of Purchaser and in accordance with Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys, as adopted by the American Land Title Association and the American Congress on Surveying and Mapping or the local equivalent thereof (the “Survey Update”). In the event (i) the Survey Update shows any matter affecting the Property that is unacceptable to Purchaser other than the state of facts shown on the Survey or (ii) any exceptions, other than matters shown on Schedule 2, appear in the Title Commitment that are unacceptable to Purchaser, Purchaser shall by 5:00 p.m. New SurveysYork time no later than the later of (x) two (2) business days prior to the expiration of the Inspection Period and (y) two (2) business days after receipt of both the Title Commitment and the Survey Update (time being of the essence) (the “Title Approval Period”), notify Seller in writing of such facts, the reasons therefor and the curative steps that would remove the basis for Purchaser’s objection (c) cause Parent’s or Sellers’ title insurance company to provide to the Purchaser a commitment for Owner“Purchaser’s Title Policies Objections”). Upon the expiration of the Title Approval Period, except for Purchaser’s Title Objections, Purchaser shall be deemed to have accepted the form and substance of the Survey and Survey Update, all matters shown or Leasehold addressed thereon, and all items shown or addressed in the Title Policies, as applicable Commitment (collectively, the “Approved Title PoliciesMatters”), covering each parcel of Owned Real Property . (b) Seller shall have no obligation to take any steps or Designated Leased Property (collectively, the “Commitments”), together with the documents evidencing all exceptions and restrictions shown on the Commitments (the “Title Documents”). The updates or recertifications of the Existing Surveys and the cost of the base premiums for the Title Policies shall be at the Parent’s or Sellers’ sole cost and expense. The cost of any modifications and endorsements to the Title Policies and/or the cost of any mortgagee policies of title insurance that may be required by any lender of the Purchaser, including any modifications and endorsements to such mortgagee policies of title insurance, shall be at the Purchaser’s sole cost and expense. Within twenty (20) calendar days after the date Purchaser receives the last of the Title Documents and New Survey for each parcel of Owned Real Property and Designated Leased Property, Purchaser may deliver to Seller a statement in writing of any objections Purchaser may have to Sellers’ fee title to a parcel of Owned Real Property or leasehold title to Designated Leased Property, as the case may be, other than Permitted Liens and the standard printed exclusions from coverage contained in the Title Policies (collectively, “Title Objections”). Any Title Objections shall be deemed waived if Parent or the Sellers are not notified of such Title Objections within twenty (20) calendar days after Purchaser receives the last of the Title Documents and New Survey for the applicable parcel of Owned Real Property or Designated Leased Property or within ten (10) calendar days after Seller receives any subsequent amendment or endorsement to the Title Documents or New Survey for the applicable parcel of Owned Real Property or Designated Leased Property. Sellers shall not be required to bring any action or proceeding or otherwise incur any cost effort or expense whatsoever to eliminate or modify any of Purchaser’s Title Objections, but the foregoing shall not permit Seller to refuse to pay off at Closing, to the extent of the monies payable at Closing, mortgages on the Property of which Seller has actual knowledge, judgments (up to 2% of the Purchase Price) and federal tax liens against Seller, and pay off or bond mechanic’s liens for work requested by Seller (as opposed to tenants) (collectively, the “Monetary Liens”). Seller, however, at its sole option, may attempt to eliminate or modify all or a portion of Purchaser’s Title Objections to Purchaser’s reasonable satisfaction prior to the Closing Date or within such additional period of time (up to thirty (30) days in the aggregate thereafter), for which Seller shall have the right to adjourn the Closing. In the event Seller is unable or unwilling to eliminate all of Purchaser’s Title Objections to the reasonable satisfaction of Purchaser (other than the Monetary Liens), Seller shall provide written notice to Purchaser of those objections Seller will not attempt or be able to cure any (“Seller’s Notice”) within five (5) business days after receipt of Purchaser’s Title Objections raised Objections. Thereafter, Purchaser shall have the option (as its sole and exclusive remedy) to (x) terminate this Agreement by Purchaser in accordance with delivering written notice thereof to Seller by the provisions earlier to occur of this Agreement, except that Sellers shall be required to (i) satisfy any mortgages placed upon any parcel of Owned Real Property the Closing Date (as a lien to secure indebtedness incurred by Parent the same may be adjourned as provided in this Agreement), or Sellers, (ii) satisfy any mortgages placed upon any parcel five (5) business days after Seller’s Notice, time being of Designated Leased Property as a lien the essence to secure indebtedness incurred by Parent or Sellers, (iii) cause the release of or bond over any mechanic’s liens placed upon any parcel of Owned Real Property or Designated Leased Property by a third party in connection with work performed or alleged to have been performed on such parcel of Owned Real Property or Designated Leased Property on behalf of Parent or Sellers (unless placed upon the Owned Real Property or Designated Leased Property on behalf giving of Purchaser)’s notice or (y) proceed to Closing without adjustment to the Purchase Price. If Purchaser shall duly give such termination notice, this Agreement shall terminate and the Escrow Agent shall return the entire Deposit to Purchaser if Purchaser’s Title Objections are with respect to a Material Title Defect as reasonably determined by Purchaser and Seller, provided however, if Purchaser’s Title Objections are not with respect to a Material Title Defect, the non-refundable portion of the Deposit shall be delivered to Seller with the balance of the Deposit returned to Purchaser, and (iv) cause thereafter neither party shall have any obligation hereunder other than the release of any judgment or tax lienSurviving Obligations.

Title and Survey. Promptly after (i) As soon as practical following the execution Opening of this AgreementEscrow, the Parent Sellers shall (a) provide deliver, or make available cause to the Purchaser copies of the existing as-built surveys be delivered, to Buyer an extended coverage preliminary title report or commitment on each Facility (the “Existing SurveysPTRs”) of the Owned Real Property and of such of the Leased Real Property as are used for distribution centers in any Southern State prepared by First American Title Insurance Company (the “Designated Leased PropertyTitle Company”), together with legible copies of all documents (“Exception Documents”) relating to the title exceptions referred to in the PTRs. (ii) As soon as practical following the Opening of Escrow, Buyer shall obtain, at Buyer’s sole cost and which areexpense, in any such instance, in Parent’s or Sellers’ possession, (b) request an update or recertification a survey of the Existing Surveys in favor of Purchaser and each Facility prepared in accordance with the “Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys, as ,” jointly established and adopted by the American Land Title Association and the American Congress on Surveying and Mapping or the local equivalent National Society for Professional Surveyors, Inc., in 2005 (the “New Surveys”), and (c) cause Parent’s or Sellers’ title insurance company sufficient to provide enable the Title Company to issue the Purchaser a commitment for Owner’s Title Policies or Leasehold Title Policies, (as applicable (collectively, the “Title Policies”), covering each parcel of Owned Real Property or Designated Leased Property (collectively, the “Commitments”), together with the documents evidencing all exceptions and restrictions shown on the Commitments (the “Title Documents”hereinafter defined). The updates or recertifications Surveys shall be certified as true and correct by the surveyor for the benefit of the Existing Surveys Buyer, Sellers, and the cost of the base premiums for the Title Policies shall be at the Parent’s or Sellers’ sole cost and expense. The cost of any modifications and endorsements to the Title Policies and/or the cost of any mortgagee policies of title insurance that may be required by any lender of the Purchaser, including any modifications and endorsements to such mortgagee policies of title insurance, shall be at the Purchaser’s sole cost and expense. Company. (iii) Within twenty fifteen (2015) calendar days after the date Purchaser receives later of (A) the last Opening of Escrow or (B) Buyer’s receipt of the Title PTRs, the Exception Documents and New Survey for each parcel of Owned Real Property and Designated Leased Propertythe Surveys, Purchaser may deliver to Seller a statement Buyer shall notify Sellers in writing of any objections Purchaser may have to Sellers’ fee disapproved title to a parcel of Owned Real Property or leasehold title to Designated Leased Property, as exceptions (the case may be, other than Permitted Liens “Disapproved PTR Matters”) and any disapproved Survey matters (the standard printed exclusions from coverage contained in the Title Policies (collectively, “Title ObjectionsDisapproved Survey Matters”). The Disapproved PTR Matters and the Disapproved Survey Matters are hereinafter collectively referred to as the “Disapproved Title Matters.” Any written notice from Buyer to Sellers identifying the Disapproved Title Objections Matters shall identify such Disapproved Title Matters and describe the cure thereof that will be acceptable to Buyer (including, without limitation, the removal of any such Disapproved Title Matter or the issuance of any title insurance endorsements (the “Disapproved Title Matter Endorsements”) reasonably acceptable to Buyer to insure against the effects of any such Disapproved Title Matter (which Disapproved Title Matter, upon issuance of the Disapproved Title Matter Endorsement, shall be deemed waived if Parent or a Permitted Exception (as defined below)). Subject to the Sellers are not notified of such Title Objections within twenty (20) calendar days after Purchaser receives the last Company’s issuance of the Title Documents title endorsements reasonably requested and New specified in writing by Buyer, all title exceptions set forth in the PTRs other than the Disapproved PTR Matters, together with all survey matters set forth in the Surveys other than the Disapproved Survey for Matters, shall collectively constitute the applicable parcel of Owned Real Property or Designated Leased Property or within “Permitted Exceptions.” Sellers shall have ten (10) calendar days after Seller receives receipt of Buyer’s disapproval notice to elect to cure (by Disapproved Title Matter Endorsement or otherwise) at Sellers’ sole cost and expense any subsequent amendment of the Disapproved Title Matters and to deliver written notice of its election to Buyer. Notwithstanding the foregoing or endorsement any other language to the Title Documents or New Survey for the applicable parcel of Owned Real Property or Designated Leased Property. contrary in this Agreement, Sellers shall not be required to bring any action or proceeding or otherwise incur any cost or expense have no obligation to cure any Disapproved Title Objections raised Matters, and Sellers’ failure to deliver any such election notice shall be deemed an election not to cure any of the Disapproved Title Matters. Buyer shall then, within five (5) business days thereafter, elect, by Purchaser in accordance with the provisions of giving written notice to Sellers and Escrow Holder, (x) to terminate this Agreement, except that Sellers or (y) to waive its disapproval of any such Disapproved Title Matters (and such Disapproved Title Matters shall then be deemed to be Permitted Exceptions). Buyer’s failure to give such notice shall be required deemed an election to (i) satisfy any mortgages placed upon any parcel of Owned Real Property as a lien to secure indebtedness incurred by Parent or Sellers, (ii) satisfy any mortgages placed upon any parcel of Designated Leased Property as a lien to secure indebtedness incurred by Parent or Sellers, (iii) cause the release of or bond over any mechanic’s liens placed upon any parcel of Owned Real Property or Designated Leased Property by a third party in connection with work performed or alleged to have been performed on such parcel of Owned Real Property or Designated Leased Property on behalf of Parent or Sellers (unless placed upon the Owned Real Property or Designated Leased Property on behalf of Purchaser), and terminate this Agreement. (iv) cause Notwithstanding anything in this Agreement to the release contrary, the Buyer Contingency set forth in this Section 3(a) shall survive the Due Diligence Expiration Date only to the extent that any or all of the foregoing time periods described in this Section 3(a) continue beyond the Due Diligence Expiration Date, but in no event beyond August 15, 2011. (v) If the Title Company, prior to Close of Escrow, discloses to Buyer or any judgment Seller a new exception not directly attributable to Buyer, or tax lienmaterially amends any exception previously approved by Buyer, or materially amends the terms under which the Title Company is willing to issue the Title Policies (as hereinafter defined), or if a Survey is materially amended, then Buyer shall have ten (10) calendar days from its receipt of notice of such disclosure, together with legible copies of all documents mentioned in such disclosure (and if necessary, the Close of Escrow shall be postponed to provide for such 10-day period), to disapprove the same by written notice to Seller. Such disapproved disclosures shall be treated as Disapproved Title Matters pursuant to Section 3(a)(iii) above and, if Sellers elect to cure such Disapproved Title Matters, the Close of Escrow shall be extended appropriately (but in no event beyond August 15, 2011) in a mutually acceptable writing signed by Buyer and Sellers. The condition precedent set forth in this subsection (v) for new disclosures or material amendments shall survive the Due Diligence Expiration Date.

Title and Survey. Promptly after the execution of this Agreement, the Parent shall (a) provide or make available Prior to the Effective Date, Seller delivered to Purchaser copies a copy of the Seller’s existing as-built surveys title policy (the “Existing SurveysTitle Policy”) ), together with copy of a survey for the Owned Real Property dated December 12, 2003, prepared by Hxxxxx Xxxx and of such of the Leased Real Property as are used for distribution centers in any Southern State Associates, Inc. (the “Designated Leased PropertyExisting Survey”). Seller has ordered an updated title insurance report from the Title Company (the “Title Commitment”) and requested that the Title Company provide Purchaser with a copy of the Title Commitment and legible copies of any covenants, easements and other items listed as title exceptions therein. Purchaser at Purchaser’s option, cost and expense may obtain an update of the Existing Survey (the “Survey Update”). In the event any exceptions, appear in the Existing Title Policy and/or the Existing Survey that are unacceptable to Purchaser, Purchaser shall, prior to the expiration of the Inspection Period (time being of the essence) (the “Existing Title Approval Period”), notify Seller in writing of such facts, the reasons therefor and which arethe curative steps that would remove the basis for Purchaser’s objections (the “Purchaser’s Existing Title Objections”). In the event (i) the Survey Update shows any matter affecting the Property that is unacceptable to Purchaser or (ii) any exceptions appear in the Title Commitment that are unacceptable to Purchaser, Purchaser shall, no later than two (2) business days following receipt of the Title Commitment and the Survey Update (time being of the essence) but in any no event later than August 19, 2005 (the “Title Approval Period”), notify Seller in writing of such instancefacts, in Parentthe reasons therefor and the curative steps that would remove the basis for Purchaser’s or Sellers’ possession, objection (b) request an update or recertification “Purchaser’s Title Objections”). Upon the expiration of the Existing Surveys in favor of Purchaser and in accordance with Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys, as adopted by the American Land Title Association Approval Period and the American Congress on Surveying Title Approval Period, except for Purchaser’s Existing Title Objections and Mapping Purchaser’s Title Objections, Purchaser shall be deemed to have accepted the form and substance of the Existing Survey and Survey Update, all matters shown or the local equivalent (the “New Surveys”)addressed thereon, and (c) cause Parent’s all items shown or Sellers’ title insurance company to provide to addressed in the Purchaser a commitment for Owner’s Existing Title Policies or Leasehold Policy and the Title Policies, as applicable Commitment (collectively, the “Approved Title PoliciesMatters”), covering each parcel of Owned Real Property . (b) Seller shall have no obligation to take any steps or Designated Leased Property (collectively, the “Commitments”), together with the documents evidencing all exceptions and restrictions shown on the Commitments (the “Title Documents”). The updates or recertifications of the Existing Surveys and the cost of the base premiums for the Title Policies shall be at the Parent’s or Sellers’ sole cost and expense. The cost of any modifications and endorsements to the Title Policies and/or the cost of any mortgagee policies of title insurance that may be required by any lender of the Purchaser, including any modifications and endorsements to such mortgagee policies of title insurance, shall be at the Purchaser’s sole cost and expense. Within twenty (20) calendar days after the date Purchaser receives the last of the Title Documents and New Survey for each parcel of Owned Real Property and Designated Leased Property, Purchaser may deliver to Seller a statement in writing of any objections Purchaser may have to Sellers’ fee title to a parcel of Owned Real Property or leasehold title to Designated Leased Property, as the case may be, other than Permitted Liens and the standard printed exclusions from coverage contained in the Title Policies (collectively, “Title Objections”). Any Title Objections shall be deemed waived if Parent or the Sellers are not notified of such Title Objections within twenty (20) calendar days after Purchaser receives the last of the Title Documents and New Survey for the applicable parcel of Owned Real Property or Designated Leased Property or within ten (10) calendar days after Seller receives any subsequent amendment or endorsement to the Title Documents or New Survey for the applicable parcel of Owned Real Property or Designated Leased Property. Sellers shall not be required to bring any action or proceeding or otherwise to incur any cost effort or expense whatsoever to cure eliminate or modify any of Purchaser’s Existing Title Objections raised by Purchaser in accordance with or Purchaser’s Title Objections, but the provisions foregoing shall not permit Seller to refuse to pay off at Closing, to the extent of this Agreementthe monies payable at Closing, except that Sellers shall be required to (i) satisfy any mortgages placed upon any parcel on the Property of Owned Real Property as a lien to secure indebtedness incurred by Parent or Sellerswhich Seller has actual knowledge, (ii) satisfy any mortgages placed upon any parcel of Designated Leased Property as a lien to secure indebtedness incurred by Parent or Sellersother than the Existing Mortgage, (iii) cause the release of and pay off or bond over any mechanic’s liens placed upon any parcel of Owned Real Property for work requested by Seller (as opposed to tenants). Seller, however, at its sole option, may attempt to eliminate or Designated Leased Property by modify all or a third party in connection with work performed or alleged to have been performed on such parcel of Owned Real Property or Designated Leased Property on behalf of Parent or Sellers (unless placed upon the Owned Real Property or Designated Leased Property on behalf portion of Purchaser’s Existing Title Objections or Purchaser’s Title Objections to Purchaser’s reasonable satisfaction prior to the Closing Date or within such additional period of time (up to thirty (30) days in the aggregate thereafter), and (iv) cause for which Seller shall have the release of any judgment or tax lien.right to adjourn the

Title and Survey. Promptly after (a) Attached hereto as Exhibit J is a current commitment for a title insurance policy covering the execution Real Property, issued by Escrow Agent, in the amount of the purchase price (the "Title Commitment"). As a condition to Closing, the Escrow Agent will deliver to Purchaser an endorsement to the title commitment which extends the effective date thereof to the date of Closing and which discloses no further exceptions to title, as well as such other endorsements as Purchaser may reasonably request. In addition, Seller shall cooperate with Purchaser's efforts to produce such agreements, affidavits or other documents as may be reasonably required by the Escrow Agent to issue the owner's title policy. Finally, Seller agrees that on the date of Closing it will deliver to Purchaser evidence reasonably satisfactory to Purchaser and Escrow Agent, by Certificate or otherwise, which discloses no unpaid taxes or assessments on the Real Property except those pertaining to the year of Closing, it being mutually understood that Seller will have paid in full all prior years' taxes and assessments as well as all taxes and assessments allocated to the date of Closing, on or before the date of Closing. (b) Attached hereto as Exhibit K is a survey of the Real Property (the "Existing Survey"). Within sixty (60) days from the date of this Agreement, Purchaser shall obtain, at its expense, an updated survey, certified by a licensed surveyor for the Parent shall (a) provide or make available to the Purchaser copies of the existing as-built surveys (the “Existing Surveys”) of the Owned Real Property and of such of the Leased Real Property as are used for distribution centers in any Southern State (the “Designated Leased Property”), and which are, in any such instance, in Parent’s or Sellers’ possession, (b) request an update or recertification of the Existing Surveys in favor express benefit of Purchaser and the Escrow Agent depicting all property corners, improvements, fences, roads, driveways, parking areas, easements and rights-of-way, encroachments on or off the Real Property, utility lines, restrictions of record, and setbacks, existing upon the Real Property (the "Improvement Survey"). The Improvement Survey shall be in accordance with Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveysform and content sufficient to cause the Escrow Agent as title company to issue an endorsement to its title commitment agreeing to delete from Schedule B, as adopted by Section 2, of its to-be-issued title policy, the American Land Title Association standard printed exceptions (including exceptions 2 and 3) and the American Congress on Surveying and Mapping or exception for parties in possession (exception 1). If the local equivalent (Improvement Survey depicts any condition different than the “New Surveys”), and (c) cause Parent’s or Sellers’ title insurance company to provide to the Purchaser a commitment for Owner’s Title Policies or Leasehold Title Policies, as applicable (collectively, the “Title Policies”), covering each parcel of Owned Real Property or Designated Leased Property (collectively, the “Commitments”), together with the documents evidencing all exceptions and restrictions conditions shown on the Commitments (Existing Survey which causes the “Escrow Agent as title company to add any additional exceptions or conditions to its Title Documents”). The updates or recertifications Commitment that substantially, adversely affect the utility of the Existing Surveys Subject Property as currently used, or substantially diminishes its value, Purchaser shall have the option in its sole discretion of (i) terminating this Agreement by written notice to Seller and the cost receiving a prompt refund of the base premiums for Earnxxx Xxxey Deposit, in which case the Title Policies shall be at the Parent’s or Sellers’ sole cost and expense. The cost of any modifications and endorsements to the Title Policies and/or the cost of any mortgagee policies of title insurance that may be required by any lender of the Purchaser, including any modifications and endorsements to such mortgagee policies of title insurance, shall be at the Purchaser’s sole cost and expense. Within twenty (20) calendar days after the date Purchaser receives the last of the Title Documents and New Survey for each parcel of Owned Real Property and Designated Leased Property, Purchaser may deliver to Seller a statement in writing of any objections Purchaser may have to Sellers’ fee title to a parcel of Owned Real Property or leasehold title to Designated Leased Property, as the case may be, other than Permitted Liens and the standard printed exclusions from coverage contained in the Title Policies (collectively, “Title Objections”). Any Title Objections parties shall be deemed waived if Parent relieved of all further rights or the Sellers are not notified of responsibilities hereunder, or (ii) waiving such Title Objections within twenty (20) calendar days after Purchaser receives the last of the Title Documents right to terminate and New Survey for the applicable parcel of Owned Real Property or Designated Leased Property or within ten (10) calendar days after Seller receives any subsequent amendment or endorsement proceeding to the Title Documents or New Survey for the applicable parcel of Owned Real Property or Designated Leased Property. Sellers shall not be required to bring any action or proceeding or otherwise incur any cost or expense to cure any Title Objections raised by Purchaser Closing in accordance with the terms and provisions of this Agreement, except that Sellers shall be required to (i) satisfy any mortgages placed upon any parcel of Owned Real Property as a lien to secure indebtedness incurred by Parent or Sellers, (ii) satisfy any mortgages placed upon any parcel of Designated Leased Property as a lien to secure indebtedness incurred by Parent or Sellers, (iii) cause the release of or bond over any mechanic’s liens placed upon any parcel of Owned Real Property or Designated Leased Property by a third party in connection with work performed or alleged to have been performed on such parcel of Owned Real Property or Designated Leased Property on behalf of Parent or Sellers (unless placed upon the Owned Real Property or Designated Leased Property on behalf of Purchaser), and (iv) cause the release of any judgment or tax lien.

Title and Survey. Promptly after the execution of this Agreement, the Parent shall (a) provide or make available Prior to the Effective Date, the Title Company has delivered to Purchaser copies of a preliminary title report for the existing as-built surveys Property (the “Existing SurveysTitle Commitment”) along with legible copies of the Owned Real Property and of such of the Leased Real Property each instrument listed as are used for distribution centers in any Southern State an exception therein (the “Designated Leased PropertyTitle Exceptions”), and which are, in any such instance, in Parent’s ) Purchaser has ordered an updated or Sellers’ possession, (b) request an update or recertification new survey of the Existing Surveys in favor of Purchaser Land and in accordance with Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys, as adopted by the American Land Title Association and the American Congress on Surveying and Mapping or the local equivalent Improvements (the “New SurveysSurvey”). Attached as Exhibit M hereto is the form of pro forma Title Policy (“Pro Forma”) Purchaser has negotiated with the Title Company. All exceptions and matters set forth on the Pro Forma and any exceptions or matters caused by or through Purchaser shall be “Permitted Exceptions”. Notwithstanding anything to the contrary herein, Seller shall remove at Closing (i) any mortgage, deed of trust or similar voluntary monetary lien affecting the Property; (ii) any mechanic’s or similar liens for work performed at the Property and not caused by any acts or omissions of Purchaser or any Purchaser Party; and (ciii) cause Parent’s or Sellers’ title insurance company to provide to the Purchaser a commitment for Owner’s Taxes which constitute Title Policies or Leasehold Title Policies, as applicable Exceptions which would be delinquent if unpaid at Closing (individually and collectively, the “Title Policies”), covering each parcel of Owned Real Property or Designated Leased Property (collectively, the “Commitments”), together with the documents evidencing all exceptions and restrictions shown on the Commitments (the “Title DocumentsSeller Encumbrances”). The updates Seller shall be permitted to use the proceeds from the sale to effect such removal at Closing so long as the same does not prevent or recertifications of the Existing Surveys and the cost of the base premiums for delay the Title Policies shall be at Company from issuing the Parent’s or Sellers’ sole cost and expense. The cost of any modifications and endorsements Title Policy as required under Section 9.1. (b) If after the Effective Date, the Title Company issues an update to the Title Policies and/or the cost of any mortgagee policies of title insurance that may be required by any lender of the Purchaser, including any modifications Commitment and endorsements to such mortgagee policies of title insurance, shall be at the Purchaser’s sole cost and expense. Within twenty (20) calendar days after the date Purchaser receives the last of the Title Documents and New Survey for each parcel of Owned Real Property and Designated Leased Property, Purchaser may deliver to Seller a statement in writing of any objections Purchaser may have to Sellers’ fee title to a parcel of Owned Real Property or leasehold title to Designated Leased Property, as the case may be, other than Permitted Liens and the standard printed exclusions from coverage contained in the Title Policies (collectively, “Title Objections”). Any Title Objections shall be deemed waived if Parent or the Sellers are not notified of such Title Objections within twenty (20) calendar days after Purchaser receives the last of the Title Documents and New Survey for the applicable parcel of Owned Real Property or Designated Leased Property or within ten (10) calendar days after Seller receives any subsequent amendment or endorsement update to the Title Documents Commitment discloses an additional Title Exception other than a Permitted Exception or New Survey for the applicable parcel of Owned Real Property or Designated Leased Property. Sellers shall not be a Seller Encumbrance (which Seller is required to bring discharge in accordance with this Section 4.7) or a title encumbrance caused by or through Purchaser (or any action Purchaser Parties) or proceeding or otherwise incur any cost or expense to cure any Title Objections raised expressly approved by Purchaser in accordance with the provisions terms of this Agreement, except or if an update to the Survey discloses a material new issue not disclosed by or set forth on the Survey, that Sellers in either instance, in Purchaser’s commercially reasonable good faith opinion materially adversely impacts title to the Property or the operation of the Hotel, then within three (3) Business Days of Purchaser’s receipt of such updated Title Commitment or the updated Survey, Purchaser may object to such new exception (and any change in an existing exception) shown in the updated Title Commitment or new matter disclosed by the updated Survey, by providing Seller with a written notice of such objections (the “Intervening Lien Objection Letter”), which notice shall contain a reasonably detailed explanation of such objections. If Purchaser does not deliver an Intervening Lien Objection Letter within the time period specified above, Purchaser shall be required to (i) satisfy any mortgages placed upon any parcel of Owned Real Property as a lien to secure indebtedness incurred by Parent or Sellers, (ii) satisfy any mortgages placed upon any parcel of Designated Leased Property as a lien to secure indebtedness incurred by Parent or Sellers, (iii) cause the release of or bond over any mechanic’s liens placed upon any parcel of Owned Real Property or Designated Leased Property by a third party in connection with work performed or alleged deemed to have been performed on accepted all exceptions contained in the updated Title Commitment and/or the updated Survey (other than any Seller Encumbrances) and all such parcel of Owned Real Property or Designated Leased Property on behalf of Parent or Sellers (unless placed upon the Owned Real Property or Designated Leased Property on behalf of Purchaser)exceptions and matters and shall also constitute Permitted Exceptions and Exhibit M shall be deemed modified by such updated Title Commitment and/or updated Survey, and (iv) cause the release of any judgment or tax lien.as

Title and Survey. Promptly On or before ten (10) business days after the execution Effective Date, Purchaser shall obtain through Escrow Agent (hereinafter sometimes called “Title Company”) a commitment (herein referred to as the “Title Commitment”) to issue to Purchaser, upon the recording of this Agreementthe Deed (as hereinafter defined), the Parent shall (a) provide or make available payment of the Purchase Price, and the payment to the Purchaser copies Title Company of the existing as-built surveys (policy premium therefor, an owner’s policy of title insurance, in the “Existing Surveys”) amount of the Owned Real Purchase Price, insuring good and marketable record title to the Property to be in Purchaser subject only to the Permitted Exceptions (as hereinafter defined), with affirmative coverage over any mechanic’s, materialman’s and subcontractor’s liens and with full extended coverage over all general exceptions, and containing the following endorsements: zoning (including affirmative coverage against any violations of such recorded covenants and restrictions), survey, and access. Such Title Commitment shall not contain any exception for rights of parties in possession other than an exception for the right of the Leased Real Property as are used for distribution centers in any Southern State (Tenant under the “Designated Leased Property”), and which are, in any such instance, in Parent’s or Sellers’ possession, (b) request an update or recertification Lease. Seller has delivered to Purchaser a copy of the Existing Surveys in favor of Purchaser and in accordance with Minimum Standard Detail Requirements for that certain ALTA/ACSM Land Title SurveysSurvey of Xxx 0, as adopted Xxxxxx Xxxxxx Xxxxxxxxx Xxxxxx, prepared by the American Land Title Association and the American Congress on Surveying and Mapping or the local equivalent Wood/Xxxxx Civil Engineers, dated July 16, 2001 (the “New Surveys”), and (c) cause Parent’s or Sellers’ title insurance company to provide to the Purchaser a commitment for Owner’s Title Policies or Leasehold Title Policies, as applicable (collectively, the “Title Policies”), covering each parcel of Owned Real Property or Designated Leased Property (collectively, the “Commitments”), together with the documents evidencing all exceptions and restrictions shown on the Commitments (the “Title DocumentsAs-Built Survey”). The updates or recertifications of the Existing Surveys and the cost of the base premiums for the Title Policies shall be at the Parent’s or Sellers’ sole cost and expense. The cost of any modifications and endorsements to the Title Policies and/or the cost of any mortgagee policies of title insurance that may be required by any lender of the Purchaser, including any modifications and endorsements to such mortgagee policies of title insurance, shall be at the Purchaser’s sole cost and expense. Within twenty (20) calendar days after the date Purchaser receives the last of the Title Documents and New Survey for each parcel of Owned Real Property and Designated Leased Property, Purchaser may deliver to Seller a statement in writing of any objections Purchaser may have to Sellers’ fee title to a parcel of Owned Real Property or leasehold title to Designated Leased Property, as the case may be, other Not less than Permitted Liens and the standard printed exclusions from coverage contained in the Title Policies (collectively, “Title Objections”). Any Title Objections shall be deemed waived if Parent or the Sellers are not notified of such Title Objections within twenty (20) calendar days after Purchaser receives the last of the Title Documents and New Survey for the applicable parcel of Owned Real Property or Designated Leased Property or within ten (10) calendar days after prior to the expiration of the Inspection Period, Seller receives any subsequent amendment or endorsement shall deliver to Purchaser an updated As-Built Survey certified to Purchaser and to the Title Documents Company and updated to reference the Title Commitment and show any additional items reflected in the Title Commitment which are not presently shown on the As-Built Survey. Purchaser, upon receipt of the Title Commitment and the copies of the documents and instruments referred to therein and the recertified and updated As-built Survey, shall then have ten (10) days (but not later than the expiration of the Inspection Period) during which to examine the same, after which Purchaser shall notify Seller of any defects or New Survey for objections affecting the applicable parcel of Owned Real Property or Designated Leased title to the Property. Sellers Seller shall not be required to bring any action or proceeding or otherwise incur any cost or expense then have until the Closing to cure any Title Objections raised by Purchaser such defects and objections and shall, in accordance with the provisions of this Agreementgood faith, except that Sellers shall be required exercise reasonable diligence to (i) satisfy any mortgages placed upon any parcel of Owned Real Property as a lien to secure indebtedness incurred by Parent or Sellers, (ii) satisfy any mortgages placed upon any parcel of Designated Leased Property as a lien to secure indebtedness incurred by Parent or Sellers, (iii) cause the release of or bond over any mechanic’s liens placed upon any parcel of Owned Real Property or Designated Leased Property by a third party in connection with work performed or alleged to have been performed on cure such parcel of Owned Real Property or Designated Leased Property on behalf of Parent or Sellers (unless placed upon the Owned Real Property or Designated Leased Property on behalf of Purchaser), defects and (iv) cause the release of any judgment or tax lienobjections.

Title and Survey. Promptly after the execution of this Agreement, the Parent shall (a) provide or make available Prior to the Effective Date, the Title Company has delivered to Purchaser copies of a preliminary title report for the existing as-built surveys Property (the “Existing SurveysTitle Commitment”) along with legible copies of each instrument listed as an exception therein (the “Title Exceptions”) and Seller has delivered the existing ALTA survey (the “Survey”) of the Owned Real Land and Improvements. All such exceptions and ACTIVE/85506504.17 LEGAL_US_W # 85494519.11 matters set forth on Exhibit M attached hereto, those matters disclosed by the Survey and any exceptions or matters caused by or through Purchaser shall be “Permitted Exceptions”. Notwithstanding anything to the contrary herein, Seller shall remove at Closing (i) any mortgage, deed of trust or similar voluntary monetary lien affecting the Property; (ii) any mechanic’s or similar liens for work performed at the Property and of such of the Leased Real Property as are used for distribution centers in not caused by any Southern State (the “Designated Leased Property”), and which are, in any such instance, in Parent’s acts or Sellers’ possession, (b) request an update or recertification of the Existing Surveys in favor omissions of Purchaser and in accordance with Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys, as adopted by the American Land Title Association and the American Congress on Surveying and Mapping or the local equivalent (the “New Surveys”), any Purchaser Party; and (ciii) cause Parent’s or Sellers’ title insurance company to provide to the Purchaser a commitment for Owner’s Taxes which constitute Title Policies or Leasehold Title Policies, as applicable Exceptions which would be delinquent if unpaid at Closing (individually and collectively, the “Title Policies”), covering each parcel of Owned Real Property or Designated Leased Property (collectively, the “Commitments”), together with the documents evidencing all exceptions and restrictions shown on the Commitments (the “Title DocumentsSeller Encumbrances”). The updates Seller shall be permitted to use the proceeds from the sale to effect such removal at Closing so long as the same does not prevent or recertifications of the Existing Surveys and the cost of the base premiums for delay the Title Policies shall be at Company from issuing the Parent’s or Sellers’ sole cost and expense. The cost of any modifications and endorsements Title Policy as required under Section 9.1. (b) If after the Effective Date, the Title Company issues an update to the Title Policies and/or the cost of any mortgagee policies of title insurance that may be required by any lender of the Purchaser, including any modifications Commitment and endorsements to such mortgagee policies of title insurance, shall be at the Purchaser’s sole cost and expense. Within twenty (20) calendar days after the date Purchaser receives the last of the Title Documents and New Survey for each parcel of Owned Real Property and Designated Leased Property, Purchaser may deliver to Seller a statement in writing of any objections Purchaser may have to Sellers’ fee title to a parcel of Owned Real Property or leasehold title to Designated Leased Property, as the case may be, other than Permitted Liens and the standard printed exclusions from coverage contained in the Title Policies (collectively, “Title Objections”). Any Title Objections shall be deemed waived if Parent or the Sellers are not notified of such Title Objections within twenty (20) calendar days after Purchaser receives the last of the Title Documents and New Survey for the applicable parcel of Owned Real Property or Designated Leased Property or within ten (10) calendar days after Seller receives any subsequent amendment or endorsement update to the Title Documents Commitment discloses an additional Title Exception other than a Permitted Exception or New Survey for the applicable parcel of Owned Real Property or Designated Leased Property. Sellers shall not be a Seller Encumbrance (which Seller is required to bring discharge in accordance with this Section 4.7) or a title encumbrance caused by or through Purchaser (or any action Purchaser Parties) or proceeding or otherwise incur any cost or expense to cure any Title Objections raised expressly approved by Purchaser in accordance with the provisions terms of this Agreement, except or if an update to the Survey discloses a material new issue not disclosed by or set forth on the Survey, that Sellers in either instance, in Purchaser’s commercially reasonable good faith opinion materially adversely impacts title to the Property or the operation of the Hotel, then within three (3) Business Days of Purchaser’s receipt of such updated Title Commitment or the updated Survey, Purchaser may object to such new exception (and any change in an existing exception) shown in the updated Title Commitment or new matter disclosed by the Updated Survey, by providing Seller with a written notice of such objections (the “Intervening Lien Objection Letter”), which notice shall contain a reasonably detailed explanation of such objections. If Purchaser does not deliver an Intervening Lien Objection Letter within the time period specified above, Purchaser shall be required deemed to have accepted all exceptions contained in the updated Title Commitment and/or the Updated Survey (other than any Seller Encumbrances) and all such exceptions and matters and shall also constitute Permitted Exceptions and Exhibit M shall be deemed modified by such updated Title Commitment and/or updated Survey, as applicable. In the event any such objections are timely made by Purchaser, Seller shall have the right, but not the obligation, exercisable by delivery of a notice to Purchaser (the “Seller’s Response Notice”) within one (1) Business Day after receipt of Purchaser’s Intervening Lien Objection Letter (the “Seller’s Response Period”) to commit to cure (by removal or, if acceptable to Purchaser in its sole but good faith discretion, by endorsement or otherwise) such objections in the manner specified in the Seller’s Response Notice within the time periods provided herein. The procurement by Seller of a commitment for the issuance of a title policy or endorsement thereto (if acceptable to Purchaser in its sole but good faith discretion) by the Title Company insuring Purchaser against the exception or other matter shall be deemed a cure of such exception or matter as long as the Title Company agrees to delete such exception or (if acceptable to Purchaser in its sole but good faith discretion) affirmatively insure over such exception. Except with respect to Seller Encumbrances, if there are objections timely made by Purchaser that Seller elects or is deemed to have elected not to cure, then Purchaser shall have the right, notwithstanding any other provision of this Agreement, within one (1) Business Day after the earlier of (i) satisfy any mortgages placed upon any parcel receipt of Owned Real Property as a lien to secure indebtedness incurred by Parent Seller’s Response Notice or Sellers, (ii) satisfy the expiration of the Seller’s Response Period to either (A) terminate this Agreement upon written notice to Seller whereupon this Agreement shall terminate, Escrow Company shall immediately return the Deposit to Purchaser, the Parties shall ACTIVE/85506504.17 LEGAL_US_W # 85494519.11 each pay one-half the costs of escrow, and neither party to this Agreement shall thereafter have any mortgages placed upon any parcel of Designated Leased Property as a lien further rights or liabilities under this Agreement, except for the Surviving Obligations, or (B) be deemed to secure indebtedness incurred by Parent or Sellers, (iii) cause have agreed to accept title to the release of or bond over any mechanic’s liens placed upon any parcel of Owned Real Property or Designated Leased Property by a third party subject to all exceptions to title set forth in connection with work performed or alleged to have been performed on such parcel of Owned Real Property or Designated Leased Property on behalf of Parent or Sellers (unless placed upon the Owned Real Property or Designated Leased Property on behalf of Purchaser)updated Title Commitment as applicable, and all matters shown on the updated Survey, as applicable, other than those which Seller has expressly agreed to remedy in the manner set forth in Seller’s Response Notice (ivor is hereunder obligated to remove because such item constitutes a Seller Encumbrance) cause and proceed to Closing. If any such objections are not cured (or arrangements for such cure to be effective as of the release Closing are not made) by Seller in the manner provided in Seller’s Response, then Seller shall be in breach of this Agreement and Purchaser may as its only option, elect any judgment or tax lienof the remedies set forth in Section 15.2.

Title and Survey. Promptly after the execution of this Agreement, the Parent shall (a) provide or make available 3.2.1 Seller has provided to the Purchaser copies of the existing as-built surveys (the “Existing Surveys”) of the Owned Real Property and of such of the Leased Real Property as are used for distribution centers in any Southern State (the “Designated Leased Property”), and which are, in any such instance, in Parent’s or Sellers’ possession, (b) request an update or recertification of the Existing Surveys in favor of Purchaser and in accordance with Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys, as adopted by the that certain American Land Title Association and (“ALTA”) Commitment for Title Insurance issued by the American Congress on Surveying and Mapping or Title Company under Order Number: 47421B, covering the local equivalent Real Property, with an effective date of March 29, 2016 (the “New Surveys”), and (c) cause Parent’s or Sellers’ title insurance company to provide to the Purchaser a commitment for Owner’s Title Policies or Leasehold Title Policies, as applicable (collectively, the “Title Policies”), covering each parcel of Owned Real Property or Designated Leased Property (collectively, the “CommitmentsCommitment”), together with legible copies or access to electronic copies of all documents identified in the documents evidencing all exceptions Title Commitment which either create or evidence an exception to title. Purchaser acknowledges receipt from Seller of a survey for the Real Property prepared by American Surveying and restrictions shown Mapping, Inc., dated May 2, 2014 and last updated on March 17, 2016, under Project No. 1602333 (the Commitments “Survey”). The cost of the initial draft of the Survey shall be Seller’s responsibility, and Purchaser shall be responsible for any additional Survey costs attributable to any updates to such Survey. 3.2.2 During the Due Diligence Period, Purchaser shall review title to the Property as disclosed by the Title Commitment and the Survey (and any update to the Survey, if any), and satisfy itself as to the availability from the Title Company of the ALTA owner’s policy of title insurance (including any required endorsements) required by Purchaser at Closing (the “Title DocumentsPolicy”). The updates During the Due Diligence Period, if Purchaser has any objections to title exceptions or recertifications matters of survey, it shall so notify Seller thereof, and subject to the provisions of Section 3.2.3 below, Seller shall within five (5) business days thereafter, notify Purchaser whether or not it elects to cause each such objection to be removed or cured; the failure of Seller to notify Purchaser of its intention to cause an objection to be removed or cured shall be deemed to be an election by Seller not to cause such objection to be removed or cured, provided Seller shall in all events, whether or not Purchaser objects thereto, remove all Must-Cure Matters as provided in Section 3.2.3 below. In the event that Seller elects, or is deemed to have elected, not to remove or cure any objection which it is not required to remove or cure, Purchaser’s sole remedy shall be to terminate this Agreement by written notice to Seller prior to the expiration of the Existing Surveys and Due Diligence Period, in which event the cost of the base premiums for the Title Policies Deposit shall be returned to Purchaser and neither party shall have any rights, obligations or liabilities hereunder except for those which are expressly stated herein to survive the termination of this Agreement. 3.2.3 Seller shall have no obligation to remove or cure (x) any matters of Survey, or (y) unless Seller has agreed to cure such objection pursuant to Section 3.2.2, any title objections; provided that, whether or not Purchaser makes any objection thereto, Seller shall be obligated, at the Parent’s or Sellers’ its sole cost and expense. The cost , to remove at or prior to the Closing (i) the liens of any modifications and endorsements financing obtained at any time by Seller which are secured by the Property, any mechanic’s or materialmen’s liens relating to the Title Policies and/or the cost of work commissioned by (expressly excluding any mortgagee policies of title insurance that may be required mechanics’ or materialmen’s liens relating to work commission by any lender Tenant), and any other liens placed on the Property by or through Seller, which can be satisfied or discharged upon the payment of the Purchasermoney, including and (ii) any modifications and endorsements exceptions or encumbrances to such mortgagee policies of title insurance, shall be at the Purchaser’s sole cost and expense. Within twenty (20) calendar days which are created by Seller after the date Purchaser receives the last of the Title Documents and New Survey for each parcel this Agreement in violation of Owned Real Property and Designated Leased Property, Purchaser may deliver to Seller a statement in writing of any objections Purchaser may have to Sellers’ fee title to a parcel of Owned Real Property or leasehold title to Designated Leased Property, as the case may be, other than Permitted Liens and the standard printed exclusions from coverage contained in the Title Policies this Agreement without Purchaser’s consent (collectively, “Title ObjectionsMust-Cure Matters”). Any Title Objections Seller shall be deemed waived if Parent have the right to use the Purchase Price, or the Sellers are not notified of portion thereof paid to Seller, to cure any Must-Cure Matters which can be satisfied concurrently with the Closing without causing any such Title Objections within twenty (20) calendar days after Purchaser receives the last Must-Cure Matter to remain in effect upon transfer of the Title Documents and New Survey Property to Purchaser. If Seller is unable to remove or cure any title objection which it is required to remove or cure as provided in Section 3.2.3 prior to the Closing Date, Seller shall have the right to extend the Closing Date for the applicable parcel of Owned Real Property or Designated Leased Property or within up to ten (10) calendar days by delivering written notice thereof to Purchaser. 3.2.4 Purchaser may terminate this Agreement and receive a refund of the Deposit if Seller fails to remove or cure any title objection which it is required to remove or cure as provided in Section 3.2.3 on or before the Closing Date. If the Title Company revises the Title Commitment after the expiration of the Due Diligence Period to add any exception not previously disclosed in the Title Commitment, Purchaser may object to such exception in writing to Seller within three (3) business days after Seller receives Purchaser’s receipt of such revised Title Commitment (but in no event later than the Closing Date). If Purchaser fails to timely object to any subsequent amendment or endorsement such exception, such exception shall be deemed to be a Permitted Exception. If Purchaser timely objects to any such exception, then, subject to the Title Documents provisions of Section 3.2.3 above, Seller shall within three (3) business days thereafter, notify Purchaser whether or New Survey for not it elects to cause each such objection to be removed or cured; the applicable parcel failure of Owned Real Property Seller to notify Purchaser of its intention to cause any such objection to be removed or Designated Leased Propertycured shall be deemed to be an election by Seller not to cause such objection to be removed or cured, provided Seller shall in all events, whether or not Purchaser objects thereto, remove all Must-Cure Matters as provided in Section 3.2.3 above. Sellers shall In the event that Seller elects, or is deemed to have elected, not be to remove or cure any such objection which it is not required to bring remove or cure, Purchaser’s sole remedy shall be to terminate this Agreement by written notice to Seller within three (3) business days of such election or deemed election by Seller, in which event the Deposit shall be returned to Purchaser and neither party shall have any action rights, obligations or proceeding liabilities hereunder except for those which are expressly stated herein to survive the termination of this Agreement. Seller shall have the right to extend the Closing Date for up to ten (10) days to attempt remove any such exception by delivering written notice thereof to Purchaser. 3.2.5 All matters of survey or otherwise incur any cost or expense exceptions to cure any title in the Title Objections raised Commitment which are not required to be removed by Purchaser Seller in accordance with the provisions of Section 3.2.2, Section 3.2.3 and/or Section 3.2.4 shall, if Purchaser does not elect to terminate this Agreement, except that Sellers shall be required deemed to (i) satisfy any mortgages placed upon any parcel of Owned Real Property as a lien to secure indebtedness incurred by Parent or Sellers, (ii) satisfy any mortgages placed upon any parcel of Designated Leased Property as a lien to secure indebtedness incurred by Parent or Sellers, (iii) cause the release of or bond over any mechanic’s liens placed upon any parcel of Owned Real Property or Designated Leased Property by a third party in connection with work performed or alleged to have been performed on such parcel of Owned Real Property or Designated Leased Property on behalf of Parent or Sellers (unless placed upon the Owned Real Property or Designated Leased Property on behalf of Purchaser), and (iv) cause the release of any judgment or tax lienbe Permitted Exceptions.

Title and Survey. Promptly after As promptly as practicable following the execution Effective Date of this Agreement, Seller shall arrange, at Seller's expense, for the Parent shall (a) provide or make available Title Company to prepare and deliver to Seller and Purchaser a preliminary owner's title commitment issued to Purchaser with respect to the Purchaser Property ("Title Commitment"). Seller also shall cause the Title Company to deliver copies of all recorded instruments referenced in the Title Commitment to Seller and Purchaser. Promptly after the Effective Date, Seller shall arrange, at Seller's expense, for the preparation of one or more updates of the Existing Survey (such update, the "Survey"). Seller shall make copies of the existing as-built surveys Survey available to Purchaser promptly after Seller's receipt thereof. Purchaser shall have until the date which is five (5) Business Days prior to the end of the Inspection Period to give written notice (the “Existing Surveys”"First Title Notice") of the Owned Real Property and to Seller's Counsel of such of the Leased Real Property objections as are used for distribution centers in any Southern State (the “Designated Leased Property”), and which are, in any such instance, in Parent’s or Sellers’ possession, (b) request an update or recertification of the Existing Surveys in favor of Purchaser and in accordance with Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys, as adopted by the American Land Title Association and the American Congress on Surveying and Mapping or the local equivalent (the “New Surveys”), and (c) cause Parent’s or Sellers’ title insurance company to provide to the Purchaser a commitment for Owner’s Title Policies or Leasehold Title Policies, as applicable (collectively, the “Title Policies”), covering each parcel of Owned Real Property or Designated Leased Property (collectively, the “Commitments”), together with the documents evidencing all exceptions and restrictions shown on the Commitments (the “Title Documents”). The updates or recertifications of the Existing Surveys and the cost of the base premiums for the Title Policies shall be at the Parent’s or Sellers’ sole cost and expense. The cost of any modifications and endorsements to the Title Policies and/or the cost of any mortgagee policies of title insurance that may be required by any lender of the Purchaser, including any modifications and endorsements to such mortgagee policies of title insurance, shall be at the Purchaser’s sole cost and expense. Within twenty (20) calendar days after the date Purchaser receives the last of the Title Documents and New Survey for each parcel of Owned Real Property and Designated Leased Property, Purchaser may deliver to Seller a statement in writing of any objections Purchaser may have to Sellers’ fee any exceptions to title to a parcel of Owned Real Property or leasehold title to Designated Leased Property, as the case may be, other than Permitted Liens and the standard printed exclusions from coverage contained disclosed in the Title Policies Commitment or in the Survey or otherwise in Purchaser's examination of title. From time to time at any time after the First Title Notice and prior to the Closing Date, Purchaser may give written notice (collectivelya "Subsequent Title Notice") to Seller's Counsel of exceptions to title first appearing of record with respect to the Property after the effective date of the most recent previous Title Commitment or updated Title Commitment or matters of survey which matters of record or matters of survey did not appear in the updated examination of title or preparation of an updated ALTA survey prior to date of the initial Title Commitment or the initial Survey. Seller shall have the right, “but not the obligation (except as to Monetary Objections), to attempt to remove, satisfy or otherwise cure any exceptions to title to which the Purchaser so objects. Within five (5) Business Days after receipt of Purchaser's First Title Objections”)Notice, Seller shall give written notice to Purchaser's Counsel informing the Purchaser of the election of Seller with respect to the objections in the First Title Notice. Any Within five (5) Business Days after receipt of any Subsequent Title Objections Notice, Seller shall give written notice to Purchaser's Counsel informing the Purchaser of the election of Seller with respect to the objections in such Subsequent Title Notice. If Seller fails to give written notice of election within such five (5) Business Day period, Seller shall be deemed waived if Parent to have elected not to attempt to cure the objections (other than Monetary Objections) set forth in the First Title Notice or the Sellers are not notified of such Subsequent Title Objections within twenty (20) calendar days after Purchaser receives the last Notice, whichever is applicable. If Seller elects to attempt to cure any objections, Seller shall be entitled to one or more reasonable adjournments of the Title Documents and New Survey Closing of up to but not beyond the thirtieth (30th) day following the initial date set for the applicable parcel of Owned Real Property or Designated Leased Property or within ten (10) calendar days after Closing to attempt such cure, but, except for Monetary Objections, Seller receives any subsequent amendment or endorsement to the Title Documents or New Survey for the applicable parcel of Owned Real Property or Designated Leased Property. Sellers shall not be required obligated to bring expend any sums, commence any suits or take any other action to effect such cure. Except as to Monetary Objections, if Seller elects, or proceeding or otherwise incur any cost or expense is deemed to have elected, not to cure any Title Objections raised by exceptions to title to which Purchaser has objected or if, after electing to attempt to cure, Seller determines that it is unwilling or unable to remove, satisfy or otherwise cure any such exceptions, Purchaser's sole remedy hereunder in accordance with the provisions of this Agreement, except that Sellers such event shall be required to either (i) satisfy any mortgages placed upon any parcel to accept title to the Property subject to such exceptions as if Purchaser had not objected thereto and without reduction of Owned Real Property as a lien to secure indebtedness incurred by Parent or Sellersthe Purchase Price, (ii) satisfy if such exceptions are matters first appearing of record or first disclosed by any mortgages placed upon any parcel Survey or updated Title Commitment on or after the Effective Date of Designated Leased Property as a lien the Title Commitment, to secure indebtedness incurred by Parent terminate this Agreement, or Sellers, (iii) cause to terminate this Agreement within three (3) Business Days after receipt of written notice from Seller either of the release election of Seller not to attempt to cure any objection or bond over any mechanic’s liens placed of the determination of Seller, having previously elected to attempt to cure, that Seller is unable or unwilling to do so, or three (3) Business Days after Seller is deemed hereunder to have elected not to attempt to cure such objections (and upon any parcel such termination under clause (ii) or (iii) above, Escrow Agent shall return the Xxxxxxx Money to Purchaser). If necessary, the Closing Date shall be extended to permit Purchaser and Seller the opportunity to avail themselves of Owned Real Property the entire response periods set forth hereinabove. Notwithstanding anything to the contrary contained elsewhere in this Agreement, Seller shall be obligated to cure or Designated Leased Property by a third party satisfy all Monetary Objections at or prior to Closing, and may use the proceeds of the Purchase Price at Closing for such purpose. All exceptions to title in connection the Title Commitment or the Survey to which Purchaser fails to object in accordance with work performed this Section 3.4, and all exceptions to title in the Title Commitment or alleged the Survey which Purchaser elects (or is deemed to have been performed on such parcel of Owned Real elected) to accept title to the applicable Property or Designated Leased Property on behalf of Parent or Sellers (unless placed upon the Owned Real Property or Designated Leased Property on behalf of Purchaser)subject to, shall be deemed to be added to, be a part of, and (iv) cause the release of any judgment or tax lienincluded as "Permitted Exceptions".

Title and Survey. Promptly after 3.1.1 As soon as practical following the execution Opening of this AgreementEscrow, the Parent Buyer shall (a) provide or make available to the Purchaser copies of the existing as-built surveys obtain from First American Title Insurance Company (the “Existing SurveysTitle Company”) of an extended coverage preliminary title report or commitment on the Owned Real Property and of such of the Leased Real Property as are used for distribution centers in any Southern State Land (the “Designated Leased PropertyPTR”), together with legible copies of all documents (“Exception Documents”) relating to the title exceptions referred to in the PTR. 3.1.2 As soon as practical following the Opening of Escrow, Buyer shall obtain, at Buyer’s sole cost and which areexpense, in any such instance, in Parent’s or Sellers’ possession, (b) request an update or recertification a survey of the Existing Surveys in favor of Purchaser and Land prepared in accordance with the “Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys, as ,” jointly established and adopted by the American Land Title Association and the American Congress on Surveying and Mapping or the local equivalent National Society for Professional Surveyors, Inc., in 2005 (the “New SurveysSurvey”), and sufficient to enable the Title Company to issue the Extended Coverage Policy (c) cause Parent’s or Sellers’ title insurance company to provide to the Purchaser a commitment for Owner’s Title Policies or Leasehold Title Policies, as applicable (collectively, the “Title Policies”), covering each parcel of Owned Real Property or Designated Leased Property (collectively, the “Commitments”), together with the documents evidencing all exceptions and restrictions shown on the Commitments (the “Title Documents”hereinafter defined). The updates or recertifications Survey shall be certified as true and correct by the surveyor for the benefit of the Existing Surveys Buyer and the cost of the base premiums for the Title Policies shall be at the Parent’s or Sellers’ sole cost and expense. The cost of any modifications and endorsements to the Title Policies and/or the cost of any mortgagee policies of title insurance that may be required by any lender of the Purchaser, including any modifications and endorsements to such mortgagee policies of title insurance, shall be at the Purchaser’s sole cost and expense. Company. 3.1.3 Within twenty (20) calendar days after the date Purchaser receives the last of the Title Documents and New Survey for each parcel of Owned Real Property and Designated Leased Property, Purchaser may deliver to Seller a statement in writing of any objections Purchaser may have to Sellers’ fee title to a parcel of Owned Real Property or leasehold title to Designated Leased Property, as the case may be, other than Permitted Liens and the standard printed exclusions from coverage contained in the Title Policies (collectively, “Title Objections”). Any Title Objections shall be deemed waived if Parent or the Sellers are not notified of such Title Objections within twenty (20) calendar days after Purchaser receives the last of the Title Documents and New Survey for the applicable parcel of Owned Real Property or Designated Leased Property or within ten (10) calendar days (the period between the Opening of Escrow and such date, herein the “Title Review Period”) after the later to occur of (a) the Opening of Escrow or (b) Buyer’s receipt of the PTR, the Exception Documents and the Survey, Buyer shall notify Seller in writing of any disapproved title exceptions (the “Disapproved PTR Matters”) and any disapproved Survey matters (the “Disapproved Survey Matters”); provided, however, in no event shall the Title Review Period extend beyond the Due Diligence Expiration Date (as defined in Section 3.3 below). The Disapproved PTR Matters and the Disapproved Survey Matters are hereinafter collectively referred to as the “Disapproved Title Matters.” The Hospital Lease together with all title exceptions set forth in the PTR other than the Disapproved PTR Matters and together with all survey matters set forth in the Survey other than the Disapproved Survey Matters shall collectively constitute the “Permitted Exceptions;” provided, that if Buyer fails to identify any Disapproved Title Matters during the Title Review Period, then all matters shown on Schedule “B” of the PTR and on the Survey shall be deemed Permitted Exceptions. If Buyer delivers a written notice of any Disapproved Title Matters to Seller during the Title Review Period, then within five (5) business days after Seller receives any subsequent amendment or endorsement has received such written objection, Seller shall (in the exercise of Seller’s sole and absolute discretion) identify in a written notice to the Title Documents or New Survey for the applicable parcel of Owned Real Property or Designated Leased Property. Sellers shall not be required to bring any action or proceeding or otherwise incur any cost or expense to cure any Title Objections raised by Purchaser in accordance with the provisions of this Agreement, except that Sellers shall be required to Buyer (i) satisfy those Disapproved Title Matters that Seller shall endeavor to cure prior to or concurrently with the Close of Escrow, with such cure to consist of either removal or title endorsement over (each a “Disapproved Title Matter Endorsement”), with such title endorsement to be in a form reasonably satisfactory to Buyer and its counsel, to insure against the effects of such Disapproved Title Matters (and any mortgages placed upon any parcel of Owned Real Property as Disapproved Title Matter which is so insured against shall also be deemed a lien to secure indebtedness incurred by Parent or Sellers, (ii) satisfy any mortgages placed upon any parcel of Designated Leased Property as a lien to secure indebtedness incurred by Parent or Sellers, (iii) cause the release of or bond over any mechanic’s liens placed upon any parcel of Owned Real Property or Designated Leased Property by a third party in connection with work performed or alleged to have been performed on such parcel of Owned Real Property or Designated Leased Property on behalf of Parent or Sellers (unless placed upon the Owned Real Property or Designated Leased Property on behalf of PurchaserPermitted Exception), and (ivii) those Disapproved Title Matters that Seller will not take any curative action; provided, however, that Seller’s failure to give such notice as toA any Disapproved Title Matter shall be deemed to mean Seller has elected not to take any curative actions and Seller shall have no obligation to attempt to remove such Disapproved Title Matter or cause a Disapproved Title Matter Endorsement to be issued in connection therewith. Buyer shall then have the release right, exercisable within ten (10) business days after Buyer’s delivery of notice to Seller of such Disapproved Title Matter(s), as Buyer’s sole and exclusive remedy to elect, by giving written notice to Seller and Escrow Holder, (x) to terminate this Agreement and receive a return of the Deposit, or (y) to waive its disapproval of any judgment those Disapproved Title Matters that Seller has indicated (or tax lienbeen deemed to have indicated) that it will not cause to be removed or insured against (and such Disapproved Title Matters shall then be deemed to be Permitted Exceptions). Buyer’s failure to give such notice shall be deemed an election to terminate this Agreement. 3.1.4 If the Title Company, prior to Close of Escrow, discloses to Buyer or Seller a new exception, or materially amends any exception previously approved by Buyer, or materially amends the terms under which the Title Company is willing to issue the Title Policy (as hereinafter defined), or if a Survey is materially amended, then Buyer shall have three (3) business days from its receipt of notice of such disclosure, together with legible copies of all documents mentioned in such disclosure (and if necessary, the Close of Escrow shall be postponed to provide for such 3-day period), to disapprove the same by written notice to Seller. Such disapproved disclosures shall be treated as Disapproved Title Matters pursuant to Section 3.1.3 above.

Title and Survey. Promptly Purchaser shall order from the Title Company a preliminary owner's title commitment with respect to the Property issued in favor of Purchaser (the "Title Commitment"). Purchaser shall request that the Title Company make copies of the Title Commitment, and copies of all underlying recorded exceptions referenced in the Title Commitment, available to Seller. Purchaser may arrange, at Purchaser's sole cost and expense, for the preparation of one or more updates of the Existing Survey (each and together, the "Survey"). Purchaser shall have until the last day of the Inspection Period to give written notice (the "First Title Notice") to Seller of such objections as Purchaser may have to any exceptions to title disclosed in Seller's Existing Title Policy or in the Existing Survey or otherwise in Purchaser's examination of title. Purchaser shall have until July 13, 2011 to give written notice (the "Second Title Notice") to Seller of such objections as Purchaser may have to any exceptions to title disclosed in the Title Commitment or in the Survey which are not also set forth in or disclosed by the Seller's Existing Title Policy or the Existing Survey. From time to time at any time after the execution First Title Notice and prior to the Closing Date, Purchaser may give written notice of exceptions to title first appearing of record after the effective date of any updated title commitment or matters of survey which would not have been disclosed by an accurate updated examination of title or preparation of an updated ALTA survey prior to date of the initial Title Commitment or the initial Survey. Seller shall have the right, but not the obligation (except as to Monetary Objections affecting the Property), to attempt to remove, satisfy or otherwise cure any exceptions to title to which the Purchaser so objects. Within three (3) Business Days after receipt of Purchaser's First Title Notice or Second Title Notice, Seller shall give written notice to Purchaser informing the Purchaser of Seller's election with respect to such objections. If Seller fails to give written notice of election within such three (3) Business Day period, Seller shall be deemed to have elected not to attempt to cure the objections (other than Monetary Objections). If Seller elects to attempt to cure any objections, Seller shall be entitled to one or more reasonable adjournments of the Closing of up to but not beyond the thirtieth (30th) day following the initial date set for the Closing to attempt such cure, but, except for Monetary Objections, Seller shall not be obligated to expend any sums, commence any suits or take any other action to effect such cure. Except as to Monetary Objections affecting the Property, if Seller elects, or is deemed to have elected, not to cure any exceptions to title to which Purchaser has objected or if, after electing to attempt to cure, Seller determines that it is unwilling or unable to remove, satisfy or otherwise cure any such exceptions, Purchaser's sole remedy hereunder in such event shall be either (i) to accept title to the Property subject to such exceptions as if Purchaser had not objected thereto and without reduction of the Purchase Price, (ii) if such exceptions are matters first appearing of record after the date of this Agreement, the Parent shall (a) provide and arise by, through or make available under Seller, to the Purchaser copies of the existing as-built surveys (the “Existing Surveys”) of the Owned Real Property and of such of the Leased Real Property as are used for distribution centers in any Southern State (the “Designated Leased Property”), and which are, in any such instance, in Parent’s or Sellers’ possession, (b) request an update or recertification of the Existing Surveys in favor of Purchaser and in accordance with Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys, as adopted by the American Land Title Association and the American Congress on Surveying and Mapping or the local equivalent (the “New Surveys”), and (c) cause Parent’s or Sellers’ title insurance company to provide to the Purchaser a commitment for Owner’s Title Policies or Leasehold Title Policies, as applicable (collectively, the “Title Policies”), covering each parcel of Owned Real Property or Designated Leased Property (collectively, the “Commitments”), together with the documents evidencing all exceptions and restrictions shown on the Commitments (the “Title Documents”). The updates or recertifications of the Existing Surveys and the cost of the base premiums for the Title Policies shall be at the Parent’s or Sellers’ sole cost and expense. The cost of any modifications and endorsements to the Title Policies and/or the cost of any mortgagee policies of title insurance that may be required by any lender of the Purchaser, including any modifications and endorsements to such mortgagee policies of title insurance, shall be at the Purchaser’s sole cost and expense. Within twenty (20) calendar days after the date Purchaser receives the last of the Title Documents and New Survey for each parcel of Owned Real Property and Designated Leased Property, Purchaser may deliver to Seller a statement in writing of any objections Purchaser may have to Sellers’ fee title to a parcel of Owned Real Property or leasehold title to Designated Leased Property, as the case may be, other than Permitted Liens and the standard printed exclusions from coverage contained in the Title Policies (collectively, “Title Objections”). Any Title Objections shall be deemed waived if Parent or the Sellers are not notified of such Title Objections within twenty (20) calendar days after Purchaser receives the last of the Title Documents and New Survey for the applicable parcel of Owned Real Property or Designated Leased Property or within ten (10) calendar days after Seller receives any subsequent amendment or endorsement to the Title Documents or New Survey for the applicable parcel of Owned Real Property or Designated Leased Property. Sellers shall not be required to bring any action or proceeding or otherwise incur any cost or expense to cure any Title Objections raised by Purchaser in accordance with the provisions of terminate this Agreement, except that Sellers shall be required or (iii) to terminate this Agreement within two (i2) satisfy any mortgages placed Business Days after Seller's election (or deemed election) not to attempt to cure objections (and upon any parcel of Owned Real Property as a lien to secure indebtedness incurred by Parent or Sellers, such termination under clause (ii) satisfy any mortgages placed upon any parcel of Designated Leased Property as a lien to secure indebtedness incurred by Parent or Sellers, (iii) cause above, Escrow Agent shall return the release of or bond over any mechanic’s liens placed upon any parcel of Owned Real Property or Designated Leased Property by a third party in connection with work performed or alleged Xxxxxxx Money to have been performed on such parcel of Owned Real Property or Designated Leased Property on behalf of Parent or Sellers (unless placed upon the Owned Real Property or Designated Leased Property on behalf of Purchaser). Notwithstanding anything to the contrary contained elsewhere in this Agreement, Seller shall be obligated to cure or satisfy all Monetary Objections affecting the Property at or prior to Closing, and (iv) cause Seller may use the release proceeds of any judgment or tax lienthe Purchase Price at Closing for such purpose.

Title and Survey. Promptly after the execution of this Agreement, the Parent shall (a) Seller agrees that it will provide or make available commercially reasonable assistance to Buyer as Buyer may reasonably request in connection with the compilation of title to the Purchaser Owned Real Property and in connection with Buyer’s efforts to obtain title insurance policies by a nationally recognized title company (the “Title Company”) on behalf of itself and/or its lender, including by providing customary affidavits, including standard indemnities (substantially similar to the form provided to Seller prior to the Execution Date), and other similar instruments as are reasonably required by the Title Company for the deletion of any standard or printed exceptions in any title insurance policies issued pursuant thereto that are customarily deleted by virtue of a seller delivering such instruments in commercial real estate transactions in the state or province in which the Owned Real Property which is the subject of such a title insurance policy is located. Such cooperation by Seller and its Subsidiaries shall include providing Buyer and the Title Company copies of, with respect to the Owned Real Property, reasonably requested existing surveys, maps, existing title reports and title insurance policies and true and complete copies of the existing asencumbrance documents identified therein, to the extent the same are not publicly available; provided that, with respect to any such title insurance or surveys, any reasonable out of pocket costs incurred by Seller in connection with such assistance are reimbursed by Buyer (including the cost of any title searches). During the Pre-built Closing Period, Buyer may obtain, at Buyer’s sole cost, such surveys (the “Existing Surveys”) of the Owned Real Property (the “Buyer’s Surveys”) and, upon reasonable prior written notice given at least five (5) Business Days in advance, Seller shall afford to Buyer and of all surveyors acting on Buyer’s behalf such of access during normal business hours to the Leased Facilities located on the Owned Real Property as are used for distribution centers in is reasonably required and does not unreasonably disrupt normal business operations to permit such surveyors to conduct surveys and prepare Xxxxx’s Surveys. Xxxxx agrees to promptly repair any Southern State (the “Designated Leased Property”), and which are, in any such instance, in Parent’s damage or Sellers’ possession, (b) request an update or recertification of the Existing Surveys in favor of Purchaser and in accordance with Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys, as adopted by the American Land Title Association and the American Congress on Surveying and Mapping or the local equivalent (the “New Surveys”), and (c) cause Parent’s or Sellers’ title insurance company to provide alteration to the Purchaser a commitment for Owner’s Title Policies or Leasehold Title Policies, as applicable (collectively, the “Title Policies”), covering each parcel of Owned Real Property or Designated Leased Property (collectivelywhich results from Buyer conducting the aforementioned activities to a condition reasonably equivalent to the condition it was in immediately prior to such activities. Buyer shall promptly provide Seller with a copy of all documents, the “Commitments”)surveys, together analyses, information, data and reports generated in connection with the documents evidencing all exceptions and restrictions shown on the Commitments (the “Title Documents”). The updates or recertifications Buyer’s inspection of the Existing Surveys Owned Real Property. Seller does not assume any risk, liability, responsibility, or duty of care as to Buyer or its employees, agents, surveyors, or contractors, and Xxxxx acknowledges and agrees that Buyer and its employees, agents, surveyors, and contractors enter the cost of the base premiums for the Title Policies shall be at the Parent’s or Sellers’ sole cost and expense. The cost of any modifications and endorsements to the Title Policies and/or the cost of any mortgagee policies of title insurance that may be required by any lender of the Purchaser, including any modifications and endorsements to such mortgagee policies of title insurance, shall be at the Purchaser’s sole cost and expense. Within twenty (20) calendar days after the date Purchaser receives the last of the Title Documents and New Survey for each parcel of Owned Real Property and Designated Leased Property, Purchaser may deliver to Seller a statement in writing of conduct any objections Purchaser may have to Sellers’ fee title to a parcel of Owned Real Property due diligence thereon at their own risk. Buyer’s obligations regarding restoration shall survive the Closing or leasehold title to Designated Leased Property, as the case may be, other than Permitted Liens and the standard printed exclusions from coverage contained in the Title Policies (collectively, “Title Objections”). Any Title Objections shall be deemed waived if Parent or the Sellers are not notified of such Title Objections within twenty (20) calendar days after Purchaser receives the last of the Title Documents and New Survey for the applicable parcel of Owned Real Property or Designated Leased Property or within ten (10) calendar days after Seller receives any subsequent amendment or endorsement to the Title Documents or New Survey for the applicable parcel of Owned Real Property or Designated Leased Property. Sellers shall not be required to bring any action or proceeding or otherwise incur any cost or expense to cure any Title Objections raised by Purchaser in accordance with the provisions earlier termination of this Agreement, except that Sellers shall be required to (i) satisfy any mortgages placed upon any parcel of Owned Real Property as a lien to secure indebtedness incurred by Parent or Sellers, (ii) satisfy any mortgages placed upon any parcel of Designated Leased Property as a lien to secure indebtedness incurred by Parent or Sellers, (iii) cause the release of or bond over any mechanic’s liens placed upon any parcel of Owned Real Property or Designated Leased Property by a third party in connection with work performed or alleged to have been performed on such parcel of Owned Real Property or Designated Leased Property on behalf of Parent or Sellers (unless placed upon the Owned Real Property or Designated Leased Property on behalf of Purchaser), and (iv) cause the release of any judgment or tax lien.