Common use of Title and Survey Clause in Contracts

Title and Survey. (a) Seller has delivered to Purchaser copies of: (1) the Title Commitment; (2) all documents relating to title exceptions referred to in the Title Commitment; and (3) the Survey Purchaser hereby acknowledges that Purchaser has approved all matters set forth in the Title Commitment and Survey, and such matters are deemed Permitted Encumbrances. (b) As soon as is reasonably practicable (and in any event at least twenty (20) days) prior to Closing, Seller shall cause the Survey to be certified to Purchaser, Purchaser’s lender and the Title Company and updated to reflect a date not earlier than ninety (90) days prior to the 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 to be removed, at Seller’s sole cost and expense, any exception for (1) mechanics’ and materialmen’s liens caused by Seller or its agents, (2) liens relating to past due taxes with respect to the 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 Matters knowingly or intentionally caused by Seller (collectively, the “Stub Period Must Removes”). If Purchaser becomes aware of any updates to the Title Commitment or Survey disclosed after the expiration of the Due Diligence Period (and not included in the Title Commitment (the “Stub Period Title Matters”) which are not acceptable to Purchaser, Purchaser shall give written notice to Seller that it disapproves such Stub Period Title Matters (the “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. If Purchaser does not deliver a notice of Stub Period Title Objections, then Purchaser shall be deemed 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 cure such Stub Period Title Objections 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 at or prior to Closing, provided that Seller may extend the Closing for such period as required to effect such cure, but not beyond thirty (30) days, or (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 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 within said five (5) day period, Purchaser shall have three (3) Business Days in 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 paragraph, neither party will have any further rights or obligations hereunder (except for any obligations which are expressly stated to survive the termination hereof), the Exxxxxx Money shall be 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 (3) 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 adjustment to the Purchase Price attributable to the Stub Period Title Objections over (y) the actual costs incurred in connection with the cure of the same.

Title and Survey. (a) Seller has delivered Prior to Purchaser copies of: (1) 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; (2) ,” and together, the “Title Commitments”). Sellers have requested that the Title Company make copies of the Title Commitments, and copies of all documents relating to title underlying recorded exceptions referred to referenced in the Title Commitment; and (3) the Survey Commitments, available to Purchaser hereby acknowledges that Purchaser has approved all matters set forth in on the Title Commitment and SurveyCompany’s website. In addition, and such matters are deemed Permitted Encumbrances. (b) As soon as is reasonably practicable (and in any event at least twenty (20) days) prior to Closing, Seller shall cause the Survey to be certified to Purchaser, Purchaser’s lender and the Title Company and updated to reflect a date not earlier than ninety (90) days prior to the Closing Date. execution of this Agreement, Sellers have delivered updated as-built surveys of each Property (ceach, a “Survey” and together, the “Surveys”) 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 to Purchaser) shall be paid by Seller. Purchaser shall be responsible have the responsibility for and pay all costs and expenses associated with the Survey and obtaining any updates thereto. (d) Before Closing, Seller agrees to cause to be removed, at Seller’s sole cost and expense, any exception for (1) mechanics’ and materialmen’s liens caused by Seller revisions or its agents, (2) liens relating to past due taxes with respect to the 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 Matters knowingly or intentionally caused by Seller (collectively, the “Stub Period Must Removes”). If Purchaser becomes aware of any updates to the Title Commitment Commitments and Surveys as Purchaser may deem necessary or Survey desirable. Purchaser shall have until January 30, 2006 to give written notice (the “Title Notice”) to the applicable Seller of such objections as Purchaser may have to any exceptions to title disclosed after the expiration of the Due Diligence Period (and not included in the Title Commitment Commitments or in the Surveys or otherwise in Purchaser’s examination of title. Sellers shall have the right, but not the obligation (except as to Monetary Objections affecting such Seller’s Property), to attempt to remove, satisfy or otherwise cure any exceptions to title to which the “Stub Period Purchaser so objects. Within three (3) Business Days after receipt of Purchaser’s Title Matters”) which are not acceptable to PurchaserNotice, Purchaser each Seller shall give written notice to Purchaser informing the Purchaser of Seller’s election with respect to such objections. If such Seller fails to give written notice of election within such three (3) Business Day period, such Seller shall be deemed to have elected not to attempt to cure the objections (other than Monetary Objections affecting such Seller’s Property). If such Seller elects to attempt to cure any objections, Sellers shall be entitled to one or more reasonable adjournments of the Closing of up to but not beyond the tenth (10th) day following the initial date set for the Closing to attempt such cure (subject to the Outside Closing Date), but, except for Monetary Objections affecting such Seller’s Property, such Seller shall not be obligated to expend any sums, commence any suits or take any other action to effect such cure. Except as to Monetary Objections affecting such Seller’s Property, if such Seller elects, or is deemed to have elected, not to cure any exceptions to title to which Purchaser has objected or if, after electing to attempt to cure, such Seller determines that it disapproves is unwilling or unable to remove, satisfy or otherwise cure any such Stub Period Title Matters exceptions, Purchaser’s sole remedy hereunder in 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 “Stub Period Title Objections”Purchase Price, or (ii) on or before the sooner to occur of terminate this Agreement within three (3) Business Days after receipt of written notice thereof and 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 ClosingXxxxxxx Money to Purchaser. If Purchaser does not deliver a notice of Stub Period Title ObjectionsNotwithstanding anything to the contrary contained elsewhere in this Agreement, then Purchaser each Seller shall be deemed obligated 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 cure or cure satisfy all Monetary Objections affecting such Stub Period Title Objections 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 Seller’s Property at or prior to Closing, provided that Seller and Sellers may extend use the proceeds of the Purchase Price at Closing for such period as required to effect such cure, but not beyond thirty (30) days, or (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 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 within said five (5) day period, Purchaser shall have three (3) Business Days in 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 paragraph, neither party will have any further rights or obligations hereunder (except for any obligations which are expressly stated to survive the termination hereof), the Exxxxxx Money shall be 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 (3) 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 adjustment to the Purchase Price attributable to the Stub Period Title Objections over (y) the actual costs incurred in connection with the cure of the samepurpose.

Title and Survey. Promptly after the execution of this Agreement, the Parent shall (a) Seller has delivered provide or make available to the Purchaser copies of: of the existing as-built surveys (1the “Existing Surveys”) of the Title Commitment; Owned Real Property and of such of the Leased Real Property as are used for distribution centers in any Southern State (2) all documents relating to title exceptions referred to in the Title Commitment; and (3) the Survey Purchaser hereby acknowledges that Purchaser has approved all matters set forth in the Title Commitment and Survey“Designated Leased Property”), and which are, in any such matters are deemed Permitted Encumbrances. instance, in Parent’s or Sellers’ possession, (b) As soon as is reasonably practicable (request an update or recertification of the Existing Surveys in favor of Purchaser and in any event at least twenty (20) days) prior to Closingaccordance with Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys, Seller shall cause as adopted by the Survey to be certified to Purchaser, Purchaser’s lender American Land Title Association and the Title Company American Congress on Surveying and updated to reflect a date not earlier than ninety Mapping or the local equivalent (90) days prior to the Closing Date. “New Surveys”), and (c) All costs incurred cause Parent’s or Sellers’ title insurance company to provide to the Purchaser a commitment for title searches 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 preparation restrictions shown on the Commitments (the “Title Documents”). The updates or recertifications of the Title Commitment, Existing Surveys and all title the cost of the base premiums for an extended coverage title policy (including all costs of endorsements requested by Purchaser) the Title Policies shall be paid 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 Seller. Purchaser any lender of the Purchaser, including any modifications and endorsements to such mortgagee policies of title insurance, shall be responsible for and pay all costs and expenses associated with at the Survey and any updates thereto. (d) Before Closing, Seller agrees to cause to be removed, at SellerPurchaser’s sole cost and expense, any exception for . Within twenty (120) mechanics’ and materialmen’s liens caused by Seller or its agents, (2) liens relating to past due taxes with respect to the Property, (3) liens or other title exceptions resulting solely from acts of Seller or its agents occurring on or calendar days after the date Purchaser receives the last of this Agreement 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 (4) leasehold title to Designated Leased Property, as the case may be, other liens or encumbrances which secure other monetary obligations or (5) any Stub Period than Permitted Liens and the standard printed exclusions from coverage contained in the Title Matters knowingly or intentionally caused by Seller Policies (collectively, the “Stub Period Must RemovesTitle Objections”). If 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 becomes aware 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 updates subsequent amendment or endorsement to the Title Commitment Documents or New Survey disclosed after the expiration of the Due Diligence Period (and not included in the Title Commitment (the “Stub Period Title Matters”) which are not acceptable to Purchaser, Purchaser shall give written notice to Seller that it disapproves such Stub Period Title Matters (the “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. If Purchaser does not deliver a notice of Stub Period Title Objections, then Purchaser shall be deemed to have approved for the applicable Stub Period Title Matters (other than the Stub Period Must Removes)parcel of Owned Real Property or Designated Leased Property. If Purchaser delivers a notice of Stub Period Title Objections, Seller Sellers shall have five (5) days after receipt thereof not be required to notify Purchaser that Seller will either (a) attempt to eliminate bring any action or cure such Stub Period Title Objections or make arrangements to have such Stub Period Title Objections eliminated, cured or removed from title by bonding proceeding or otherwise in a manner reasonably acceptable to Purchaser at or prior to Closing, provided that Seller may extend the Closing for such period as required to effect such cure, but not beyond thirty (30) days, or (b) elect not to cause such Stub Period Title Objections to be removed; provided, however, that Seller shall be obligated to remove, at no incur any cost or expense to 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 cure any Title Objections within said five (5) day period, raised by Purchaser shall have three (3) Business Days in which to notify Seller that Purchaser will either waive such objections and proceed accordance 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 paragraphAgreement, neither party will have any further rights or obligations hereunder (except for any obligations which are expressly stated to survive the termination hereof), the Exxxxxx Money that Sellers shall be returned required to Purchaser(i) satisfy any mortgages placed upon any parcel of Owned Real Property as a lien to secure indebtedness incurred by Parent or Sellers, and Seller shall reimburse Purchaser for its actual(ii) satisfy any mortgages placed upon any parcel of Designated Leased Property as a lien to secure indebtedness incurred by Parent or Sellers, reasonable, third-(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 costs and expenses, not to exceed $500,000. If Purchaser fails to notify Seller of its election within said three (3) 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 adjustment to the Purchase Price attributable to the Stub Period Title Objections over (y) the actual costs incurred 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 cure Owned Real Property or Designated Leased Property on behalf of Purchaser), and (iv) cause the samerelease of any judgment or tax lien.

Title and Survey. (a) Seller Prior to the Effective Date, the Title Company has delivered to Purchaser a preliminary title report for the Property (the “Title Commitment”) along with legible copies of: of each instrument listed as an exception therein (1the “Title Exceptions”) Purchaser has ordered an updated or new survey of the Land and Improvements (the “Survey”). Attached as Exhibit M hereto is the form of pro forma Title Policy (“Pro Forma”) Purchaser has negotiated with the Title CommitmentCompany. 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; (2ii) all documents relating to title exceptions referred to in any mechanic’s or similar liens for work performed at the Title CommitmentProperty and not caused by any acts or omissions of Purchaser or any Purchaser Party; and (3iii) Taxes which constitute Title Exceptions which would be delinquent if unpaid at Closing (individually and collectively, the Survey Purchaser hereby acknowledges that Purchaser has approved all matters set forth in “Seller Encumbrances”). 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 delay the Title Commitment and Survey, and such matters are deemed Permitted EncumbrancesCompany from issuing the Title Policy as required under Section 9.1. (b) As soon as is reasonably practicable (and in any event at least twenty (20) days) prior to ClosingIf after the Effective Date, Seller shall cause the Survey to be certified to Purchaser, Purchaser’s lender and the Title Company and updated to reflect a date not earlier than ninety (90) days prior to the Closing Date. (c) All costs incurred for title searches and preparation of the Title Commitment, and all title premiums for issues 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 to be removed, at Seller’s sole cost and expense, any exception for (1) mechanics’ and materialmen’s liens caused by Seller or its agents, (2) liens relating to past due taxes with respect to the 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 Matters knowingly or intentionally caused by Seller (collectively, the “Stub Period Must Removes”). If Purchaser becomes aware of any updates update to the Title Commitment or Survey disclosed after the expiration of the Due Diligence Period (and not included in such update to the Title Commitment discloses an additional Title Exception other than a Permitted Exception or a Seller Encumbrance (which Seller is required to discharge in accordance with this Section 4.7) or a title encumbrance caused by or through Purchaser (or any Purchaser Parties) or expressly approved by Purchaser in accordance with the “Stub Period Title Matters”) which are terms of this Agreement, or if an update to the Survey discloses a material new issue not acceptable disclosed by or set forth on the Survey, that in either instance, in Purchaser’s commercially reasonable good faith opinion materially adversely impacts title to Purchaserthe Property or the operation of the Hotel, Purchaser shall give written notice to Seller that it disapproves such Stub Period Title Matters (the “Stub Period Title Objections”) on or before the sooner to occur of then within three (3) Business Days after 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 thereof and of such objections (the Closing“Intervening Lien Objection Letter”), which notice shall contain a reasonably detailed explanation of such objections. If Purchaser does not deliver a notice of Stub Period Title Objections, then Purchaser shall be deemed to have approved an Intervening Lien Objection Letter within 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 cure such Stub Period Title Objections 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 at or prior to Closing, provided that Seller may extend the Closing for such time period as required to effect such cure, but not beyond thirty (30) days, or (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 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 within said five (5) day period, Purchaser shall have three (3) Business Days in 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 paragraph, neither party will have any further rights or obligations hereunder (except for any obligations which are expressly stated to survive the termination hereof), the Exxxxxx Money shall be 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 (3) Business Day periodspecified above, Purchaser shall be deemed to have elected to waive such Stub Period accepted all exceptions contained in the updated Title Objections. and proceed with Commitment and/or the purchase and take title to the Property subject to such Stub Period Title Objections with no adjustment to the Purchase Price, updated Survey (other than the cost to cure the Stub Period 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 Objections up to a maximum of $500,000. Notwithstanding the aboveCommitment and/or updated Survey, Purchaser hereby agrees (which obligation shall survive the Closing) to refund to Seller the excess, if any, of (x) any adjustment to the Purchase Price attributable to the Stub Period Title Objections over (y) the actual costs incurred in connection with the cure of the same.as

Title and Survey. (a) 3.2.1 Seller has delivered provided to Purchaser copies of: that certain American Land Title Association (1“ALTA”) Commitment for Title Insurance issued by the Title Company under Order Number: 47421B, covering the Real Property, with an effective date of March 29, 2016 (the “Title Commitment; (2) ”), together with legible copies or access to electronic copies of all documents relating to title exceptions referred to in the Title Commitment; and (3) the Survey Purchaser hereby acknowledges that Purchaser has approved all matters set forth identified in the 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 Mapping, Inc., dated May 2, 2014 and last updated on March 17, 2016, under Project No. 1602333 (the “Survey”). The cost of the initial draft of the Survey shall be Seller’s responsibility, and such matters are deemed Permitted Encumbrances. (b) As soon as is reasonably practicable (and in any event at least twenty (20) days) prior to Closing, Seller shall cause the Survey to be certified to Purchaser, Purchaser’s lender and the Title Company and updated to reflect a date not earlier than ninety (90) days prior to the 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 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 pay all costs and expenses associated with the Survey (and any updates 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 Policy”). During the Due Diligence Period, if Purchaser has any objections to title exceptions or 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 Due Diligence Period, in which event the 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 (dx) Before Closingany 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 agrees to cause to shall be removedobligated, at Seller’s its sole cost and expense, to remove at or prior to the Closing (i) the liens of any exception for (1) mechanics’ and financing obtained at any time by Seller which are secured by the Property, any mechanic’s or materialmen’s liens caused relating to work commissioned by Seller (expressly excluding any mechanics’ or its agents, (2) materialmen’s liens relating to past due taxes with respect work commission by any Tenant), and any other liens placed on the Property by or through Seller, which can be satisfied or discharged upon the payment of money, and (ii) any exceptions or encumbrances to the Property, (3) liens or other title exceptions resulting solely from acts of which are created by Seller or its agents occurring on or after the date of this Agreement or in violation of this Agreement without Purchaser’s consent (4) other liens or encumbrances which secure other monetary obligations or (5) any Stub Period Title Matters knowingly or intentionally caused by Seller (collectively, the “Stub Period Must RemovesMust-Cure Matters”). Seller shall have the right to use the Purchase Price, or the portion thereof paid to Seller, to cure any Must-Cure Matters which can be satisfied concurrently with the Closing without causing any such Must-Cure Matter to remain in effect upon transfer of the 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 up to ten (10) days by delivering written notice thereof to Purchaser. 3.2.4 Purchaser becomes aware may terminate this Agreement and receive a refund of the Deposit if Seller fails to remove or cure any updates 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 or Survey disclosed after the expiration of the Due Diligence Period (and to add any exception not included previously disclosed in the Title Commitment (the “Stub Period Title Matters”) which are not acceptable to PurchaserCommitment, Purchaser shall give written notice may object to such exception in writing to Seller that it disapproves such Stub Period Title Matters (the “Stub Period Title Objections”) on or before the sooner to occur of within three (3) Business Days business days after Purchaser’s receipt of written notice thereof and the Closing. If Purchaser does not deliver a notice of Stub Period such revised Title Objections, then Purchaser shall be deemed to have approved the applicable Stub Period Title Matters Commitment (other but in no event later than the Stub Period Must RemovesClosing Date). 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 cure such Stub Period Title Objections 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 at or prior to Closing, provided that Seller may extend the Closing for such period as required to effect such cure, but not beyond thirty (30) days, or (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 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 within said five (5) day period, Purchaser shall have three (3) Business Days in 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 paragraph, neither party will have any further rights or obligations hereunder (except for any obligations which are expressly stated to survive the termination hereof), the Exxxxxx Money shall be 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 timely object to any such exception, such exception shall be deemed to be a Permitted Exception. If Purchaser timely objects to any such exception, then, subject to the provisions of Section 3.2.3 above, Seller of its election shall within said three (3) Business Day periodbusiness 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 any such 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 above. In the event that Seller elects, or is deemed to have elected elected, not to waive remove or cure any such Stub Period Title Objectionsobjection which it is not required to 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 rights, obligations or liabilities hereunder except for those which are expressly stated herein to survive the termination of this Agreement. and proceed with Seller shall have the purchase and take title right to extend 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 Closing Date for up to a maximum ten (10) days to attempt remove any such exception by delivering written notice thereof to Purchaser. 3.2.5 All matters of $500,000. Notwithstanding survey or exceptions to title in the aboveTitle Commitment which are not required to be removed by Seller in accordance with Section 3.2.2, Purchaser hereby agrees (which obligation shall survive the Closing) to refund to Seller the excessSection 3.2.3 and/or Section 3.2.4 shall, if anyPurchaser does not elect to terminate this Agreement, of (x) any adjustment be deemed to the Purchase Price attributable to the Stub Period Title Objections over (y) the actual costs incurred in connection with the cure of the samebe Permitted Exceptions.

Title and Survey. (a) Seller Prior to the Effective Date, the Title Company has delivered to Purchaser copies of: a preliminary title report for the Property (1) the “Title 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 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; (2ii) all documents relating to title exceptions referred to in any mechanic’s or similar liens for work performed at the Title CommitmentProperty and not caused by any acts or omissions of Purchaser or any Purchaser Party; and (3iii) Taxes which constitute Title Exceptions which would be delinquent if unpaid at Closing (individually and collectively, the Survey Purchaser hereby acknowledges that Purchaser has approved all matters set forth in “Seller Encumbrances”). 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 delay the Title Commitment and Survey, and such matters are deemed Permitted EncumbrancesCompany from issuing the Title Policy as required under Section 9.1. (b) As soon as is reasonably practicable (and in any event at least twenty (20) days) prior to ClosingIf after the Effective Date, Seller shall cause the Survey to be certified to Purchaser, Purchaser’s lender and the Title Company and updated to reflect a date not earlier than ninety (90) days prior to the Closing Date. (c) All costs incurred for title searches and preparation of the Title Commitment, and all title premiums for issues 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 to be removed, at Seller’s sole cost and expense, any exception for (1) mechanics’ and materialmen’s liens caused by Seller or its agents, (2) liens relating to past due taxes with respect to the 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 Matters knowingly or intentionally caused by Seller (collectively, the “Stub Period Must Removes”). If Purchaser becomes aware of any updates update to the Title Commitment or Survey disclosed after the expiration of the Due Diligence Period (and not included in such update to the Title Commitment discloses an additional Title Exception other than a Permitted Exception or a Seller Encumbrance (which Seller is required to discharge in accordance with this Section 4.7) or a title encumbrance caused by or through Purchaser (or any Purchaser Parties) or expressly approved by Purchaser in accordance with the “Stub Period Title Matters”) which are terms of this Agreement, or if an update to the Survey discloses a material new issue not acceptable disclosed by or set forth on the Survey, that in either instance, in Purchaser’s commercially reasonable good faith opinion materially adversely impacts title to Purchaserthe Property or the operation of the Hotel, Purchaser shall give written notice to Seller that it disapproves such Stub Period Title Matters (the “Stub Period Title Objections”) on or before the sooner to occur of then within three (3) Business Days after 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 thereof and of such objections (the Closing“Intervening Lien Objection Letter”), which notice shall contain a reasonably detailed explanation of such objections. If Purchaser does not deliver a notice of Stub Period Title Objections, then Purchaser shall be deemed to have approved an Intervening Lien Objection Letter within 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 cure such Stub Period Title Objections 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 at or prior to Closing, provided that Seller may extend the Closing for such time period as required to effect such cure, but not beyond thirty (30) days, or (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 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 within said five (5) day period, Purchaser shall have three (3) Business Days in 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 paragraph, neither party will have any further rights or obligations hereunder (except for any obligations which are expressly stated to survive the termination hereof), the Exxxxxx Money shall be 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 (3) Business Day periodspecified above, Purchaser shall be 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 waive such Stub cure, then Purchaser shall have the right, notwithstanding any other provision of this Agreement, within one (1) Business Day after the earlier of (i) receipt of Seller’s Response Notice or (ii) the expiration of the Seller’s Response Period Title Objections. 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 proceed with neither party to this Agreement shall thereafter have any further rights or liabilities under this Agreement, except for the purchase and take Surviving Obligations, or (B) be deemed to have agreed to accept title to the Real Property subject to such Stub Period all exceptions to title set forth in the updated Title Objections with no adjustment to Commitment as applicable, and all matters shown on the Purchase Priceupdated Survey, as applicable, other than those which Seller has expressly agreed to remedy in the cost manner set forth in Seller’s Response Notice (or is hereunder obligated to remove because such item constitutes a Seller Encumbrance) and proceed to Closing. If any such objections are not cured (or arrangements for such 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 adjustment to the Purchase Price attributable to the Stub Period Title Objections over (y) the actual costs incurred in connection with the cure be effective as of the sameClosing 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 of the remedies set forth in Section 15.2.

Title and Survey. (a) Prior to the Effective Date, Seller has delivered to Purchaser copies of: a copy of Seller’s existing title policy (1) the “Existing Title Policy”), together with copy of a survey for the Property dated December 12, 2003, prepared by Hxxxxx Xxxx and Associates, Inc. (the “Existing Survey”). Seller has ordered an updated title insurance report from the Title Company (the “Title Commitment; (2”) all documents relating to 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 referred to 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 Commitment; 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 the curative steps that would remove the basis for Purchaser’s objections (3the “Purchaser’s Existing Title Objections”). In the event (i) the Survey Update shows any matter affecting the Property that is unacceptable to Purchaser hereby acknowledges that Purchaser has approved all matters set forth or (ii) any exceptions appear in the Title Commitment and Survey, and such matters that are deemed Permitted Encumbrances. (b) As soon as is reasonably practicable (and in any event at least twenty (20) days) prior to Closing, Seller shall cause the Survey to be certified unacceptable to Purchaser, Purchaser’s lender and the Title Company and updated to reflect a date not earlier Purchaser shall, no later than ninety two (902) business days prior to the Closing Date. (c) All costs incurred for title searches and preparation following receipt of the Title Commitment, 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. Update (dtime being of the essence) Before Closingbut in no event later than August 19, 2005 (the “Title Approval Period”), notify Seller agrees to cause to be removed, at Seller’s sole cost and expense, any exception for (1) mechanics’ and materialmen’s liens caused by Seller or its agents, (2) liens relating to past due taxes with respect to the Property, (3) liens or other title exceptions resulting solely from acts in writing 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 Matters knowingly or intentionally caused by Seller (collectivelysuch facts, the reasons therefor and the curative steps that would remove the basis for Purchaser’s objection (“Stub Period Must RemovesPurchaser’s Title Objections”). If Purchaser becomes aware of any updates to the Title Commitment or Survey disclosed after Upon the expiration of the Due Diligence Existing Title Approval Period (and not included in the Title Commitment (the “Stub Period Approval Period, except for Purchaser’s Existing Title Matters”) which are not acceptable to Objections and Purchaser, Purchaser shall give written notice to Seller that it disapproves such Stub Period Title Matters (the “Stub Period ’s Title Objections”) on or before the sooner to occur of three (3) Business Days after receipt of written notice thereof and the Closing. If Purchaser does not deliver a notice of Stub Period Title Objections, then Purchaser shall be deemed 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 cure such Stub Period Title Objections 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 at or prior to Closing, provided that Seller may extend the Closing for such period as required to effect such cure, but not beyond thirty (30) days, or (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 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 within said five (5) day period, Purchaser shall have three (3) Business Days in 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 paragraph, neither party will have any further rights or obligations hereunder (except for any obligations which are expressly stated to survive the termination hereof), the Exxxxxx Money shall be 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 (3) Business Day period, Purchaser shall be deemed to have elected accepted the form and substance of the Existing Survey and Survey Update, all matters shown or addressed thereon, and all items shown or addressed in the Existing Title Policy and the Title Commitment (collectively, the “Approved Title Matters”). (b) Seller shall have no obligation to waive such Stub Period take any steps or bring any action or proceeding or otherwise to incur any effort or expense whatsoever to eliminate or modify any of Purchaser’s Existing Title Objections or Purchaser’s Title Objections. and proceed with , but the purchase and take title 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 subject to such Stub Period Title Objections with no adjustment to the Purchase Priceof which Seller has actual knowledge, other than the cost Existing Mortgage, and pay off or bond mechanic’s liens for work requested by Seller (as opposed to cure the Stub Period tenants). Seller, however, at its sole option, may attempt to eliminate or modify all or a 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 a maximum of $500,000. Notwithstanding thirty (30) days in the aboveaggregate thereafter), Purchaser hereby agrees (for which obligation Seller shall survive have the Closing) right to refund to Seller the excess, if any, of (x) any adjustment to the Purchase Price attributable to the Stub Period Title Objections over (y) the actual costs incurred in connection with the cure of the same.adjourn the

Title and Survey. (a) Seller has ordered from Title Company the title insurance report (the “Title Commitment”). Seller has delivered to Purchaser copies of: a copy of a survey for the Property dated January 26, 2006 and prepared by the Xxxx X. XxXxxxx Company, Inc. (1) the Title Commitment; “Survey”), and Purchaser at its cost and expense shall promptly order and obtain an update thereof (2) all documents relating to title exceptions referred to in the Title Commitment; and “Survey Update”). In the event (3i) the Survey Update shows any matter affecting the Property that is unacceptable to Purchaser hereby acknowledges that Purchaser has approved all other than the state of facts shown on the Survey or (ii) any exceptions, other than matters set forth shown on Schedule 2, appear in the Title Commitment and Survey, and such matters that are deemed Permitted Encumbrances. (b) As soon as is reasonably practicable (and in any event at least twenty (20) days) prior to Closing, Seller shall cause the Survey to be certified to Purchaser, Purchaser’s lender and the Title Company and updated to reflect a date not earlier than ninety (90) days prior to the 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 to be removed, at Seller’s sole cost and expense, any exception for (1) mechanics’ and materialmen’s liens caused by Seller or its agents, (2) liens relating to past due taxes with respect to the 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 Matters knowingly or intentionally caused by Seller (collectively, the “Stub Period Must Removes”). If Purchaser becomes aware of any updates to the Title Commitment or Survey disclosed after the expiration of the Due Diligence Period (and not included in the Title Commitment (the “Stub Period Title Matters”) which are not acceptable unacceptable to Purchaser, Purchaser shall give written notice by 5:00 p.m. New York time no later than the later of (x) two (2) business days prior to Seller that it disapproves such Stub the expiration of the Inspection Period and (y) two (2) business days after receipt of both the Title Matters Commitment and the Survey Update (time being of the essence) (the “Stub Period 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 (“Purchaser’s Title Objections”) on or before ). Upon the sooner to occur expiration of three (3) Business Days after receipt of written notice thereof and the Closing. If Purchaser does not deliver a notice of Stub Period Title Approval Period, except for Purchaser’s Title Objections, then Purchaser shall be deemed 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 cure such Stub Period Title Objections 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 at or prior to Closing, provided that Seller may extend the Closing for such period as required to effect such cure, but not beyond thirty (30) days, or (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 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 within said five (5) day period, Purchaser shall have three (3) Business Days in 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 paragraph, neither party will have any further rights or obligations hereunder (except for any obligations which are expressly stated to survive the termination hereof), the Exxxxxx Money shall be 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 (3) Business Day period, Purchaser shall be deemed to have elected accepted the form and substance of the Survey and Survey Update, all matters shown or addressed thereon, and all items shown or addressed in the Title Commitment (collectively, the “Approved Title Matters”). (b) Seller shall have no obligation to waive take any steps or bring any action or proceeding or otherwise incur any 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 Stub Period 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 (“Seller’s Notice”) within five (5) business days after receipt of Purchaser’s Title Objections. Thereafter, Purchaser shall have the option (as its sole and proceed with exclusive remedy) to (x) terminate this Agreement by delivering written notice thereof to Seller by the purchase and take title earlier to occur of (i) the Closing Date (as the same may be adjourned as provided in this Agreement), or (ii) five (5) business days after Seller’s Notice, time being of the essence to the Property subject giving of Purchaser’s notice or (y) proceed to such Stub Period Title Objections with no 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 thereafter neither party shall have any obligation hereunder 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 adjustment to the Purchase Price attributable to the Stub Period Title Objections over (y) the actual costs incurred in connection with the cure of the sameSurviving Obligations.

Title and Survey. (a) Seller has delivered agrees that it will provide commercially reasonable assistance to Purchaser copies of: Buyer as Buyer may reasonably request in connection with the compilation of title to the Owned Real Property and in connection with Buyer’s efforts to obtain title insurance policies by a nationally recognized title company (1the “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 Commitment; (2) all documents relating to Company for the deletion of any standard or printed exceptions in any title exceptions referred to insurance policies issued pursuant thereto that are customarily deleted by virtue of a seller delivering such instruments in commercial real estate transactions in the Title Commitment; 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 (3) the Survey Purchaser hereby acknowledges that Purchaser has approved all matters set forth in the Title Commitment and Survey, and such matters are deemed Permitted Encumbrances. (b) As soon as is reasonably practicable (and in any event at least twenty (20) days) prior to Closing, Seller its Subsidiaries shall cause the Survey to be certified to Purchaser, Purchaser’s lender include providing Buyer and the Title Company and updated to reflect a date not earlier than ninety (90) days prior to the Closing Date. (c) All costs incurred for title searches and preparation of the Title Commitmentcopies of, 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 to be removed, at Seller’s sole cost and expense, any exception for (1) mechanics’ and materialmen’s liens caused by Seller or its agents, (2) liens relating to past due taxes with respect to the Owned Real Property, (3) liens reasonably requested existing surveys, maps, existing title reports and title insurance policies and true and complete copies of the encumbrance documents identified therein, to the extent the same are not publicly available; provided that, with respect to any such title insurance or other title exceptions resulting solely from acts surveys, any reasonable out 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 Matters knowingly or intentionally caused pocket costs incurred by Seller in connection with such assistance are reimbursed by Buyer (collectively, including the “Stub Period Must Removes”cost of any title searches). If Purchaser becomes aware of any updates to During the Title Commitment or Survey disclosed after the expiration Pre-Closing Period, Buyer may obtain, at Buyer’s sole cost, such surveys of the Due Diligence Period (and not included in the Title Commitment Owned Real Property (the “Stub Period Title MattersBuyer’s Surveys”) which are not acceptable to Purchaserand, Purchaser shall give upon reasonable prior written notice to Seller that it disapproves such Stub Period Title Matters (the “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. If Purchaser does not deliver a notice of Stub Period Title Objections, then Purchaser shall be deemed 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 given at least five (5) days after receipt thereof to notify Purchaser that Seller will either (a) attempt to eliminate or cure such Stub Period Title Objections 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 at or prior to Closing, provided that Seller may extend the Closing for such period as required to effect such cure, but not beyond thirty (30) days, or (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 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 within said five (5) day period, Purchaser shall have three (3) Business Days in which advance, Seller shall afford to notify Seller that Purchaser will either waive Buyer and all surveyors acting on Buyer’s behalf such objections and proceed with the purchase and take title access during normal business hours to the Facilities located on the Owned Real Property subject as 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 damage or alteration to the Owned Real Property which results from Buyer conducting the aforementioned activities to a condition reasonably equivalent to the condition it was in immediately prior to such Stub Period Title Objections activities. Buyer shall promptly provide Seller with no adjustment a copy of all documents, surveys, analyses, information, data and reports generated in connection with Buyer’s inspection of the Owned Real Property. Seller does not assume any risk, liability, responsibility, or duty of care as to the Purchase PriceBuyer or its employees, other than the cost to cure the Stub Period Title Objections up to a maximum of $500,000 in the aggregate agents, surveyors, or that Purchaser will terminate this Agreement. If this Agreement is terminated pursuant to the foregoing provisions of this paragraph, neither party will have any further rights or obligations hereunder (except for any obligations which are expressly stated to survive the termination hereof), the Exxxxxx Money shall be returned to Purchasercontractors, and Seller shall reimburse Purchaser for Xxxxx acknowledges and agrees that Buyer and its actualemployees, reasonableagents, third-party costs surveyors, and expenses, not to exceed $500,000contractors enter the Owned Real Property and conduct any due diligence thereon at their own risk. If Purchaser fails to notify Seller of its election within said three (3) 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 Buyer’s obligations regarding restoration shall survive the Closing) to refund to Seller the excess, if any, Closing or any earlier termination of (x) any adjustment to the Purchase Price attributable to the Stub Period Title Objections over (y) the actual costs incurred in connection with the cure of the samethis Agreement.

Title and Survey. (a) Seller has delivered to On or before Seller's execution and delivery of this Option Agreement, Seller, at its expense, shall provide Purchaser copies of: with title commitment (1) the "Title Commitment; ") issued by Buchxxx & X'Toxxx Title Company as agents for Chicago Title Insurance Company (2"Title Company"), showing title to the Property in the name of Seller. Within thirty (30) all documents relating days after Purchaser's exercise of the Option under Paragraph 4 hereof, Seller, at its cost, shall furnish Purchaser with an updated Title Commitment (dated after the date of Purchaser's exercise of the 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 referred ("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 Title Commitment; and (3) the Survey form of Exhibit C hereto. At Closing, Seller, at its cost, shall furnish Purchaser hereby acknowledges that Purchaser has approved all matters set forth in with a title policy issued pursuant to the Title Commitment and Surveyinsuring Purchaser's title to the Property in the full amount of the Purchase Price, and such matters are deemed subject only to the Permitted EncumbrancesExceptions. (b) As soon Purchaser acknowledges receipt of that certain ALTA/ACSM Land Title Survey of the Property dated April 16, 1996 prepared by Chamlin & Associates, Inc. and identified as is reasonably practicable File No. B8898.00Y-1 (and in any event the "Survey"). Purchaser hereby accepts all matters (other than zoning) disclosed on the Survey with respect to the Property. Within thirty (30) days after Purchaser's exercise of the Option under Paragraph 4 hereof, Seller, at least twenty (20) days) prior to Closingits cost, Seller shall cause the Survey to be certified recertified as of a date subsequent to Purchaser, Purchaser’s lender and the Title Company and updated to reflect a date not earlier than ninety (90) days prior to the Closing Date. (c) All costs incurred for title searches and preparation 's exercise 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 to be removed, at Seller’s sole cost and expense, any exception for (1) mechanics’ and materialmen’s liens caused by Seller or its agents, (2) liens relating to past due taxes with respect to the 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 Matters knowingly or intentionally caused by Seller (collectively, the “Stub Period Must Removes”)Option. If Purchaser becomes aware of such updated survey reveals any updates to the Title Commitment or Survey disclosed after the expiration of the Due Diligence Period (and not included in the Title Commitment (the “Stub Period Title Matters”) which are not acceptable to Purchaser, Purchaser shall give written notice to Seller new matters that it disapproves such Stub Period Title Matters (the “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. If Purchaser does not deliver a notice of Stub Period Title Objections, then Purchaser shall be deemed 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 cure such Stub Period Title Objections 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 at or prior to Closing, provided that Seller may extend the Closing for such period as required to effect such cure, but not beyond thirty (30) days, or (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 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 within said five (5) day period, Purchaser shall have three (3) Business Days in 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 paragraph, neither party will have any further rights or obligations hereunder (except for any obligations which are expressly stated to survive the termination hereof), the Exxxxxx Money shall be 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 (3) 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 adjustment to the Purchase Price attributable to the Stub Period Title Objections over (y) the actual costs incurred in connection with the cure of the same.an

Title and Survey. On or before ten (a10) business days after the 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 the Deed (as hereinafter defined), the payment of the Purchase Price, and the payment to the Title Company of the policy premium therefor, an owner’s policy of title insurance, in the amount of the Purchase Price, insuring good and marketable record title to the Property to be in Purchaser subject only to the Permitted Exceptions (as hereinafter defined), with 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 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 Tenant under the Lease. Seller has delivered to Purchaser copies of: a copy of that certain ALTA/ACSM Land Title Survey of Xxx 0, Xxxxxx Xxxxxx Xxxxxxxxx Xxxxxx, prepared by Wood/Xxxxx Civil Engineers, dated July 16, 2001 (1the “As-Built Survey”). Not less than ten (10) the Title Commitment; (2) all documents relating to title exceptions referred to in the Title Commitment; and (3) the Survey Purchaser hereby acknowledges that Purchaser has approved all matters set forth in the Title Commitment and Survey, and such matters are deemed Permitted Encumbrances. (b) As soon as is reasonably practicable (and in any event at least twenty (20) days) days prior to Closingthe expiration of the Inspection Period, Seller shall cause the deliver to Purchaser an updated As-Built Survey to be certified to Purchaser, Purchaser’s lender Purchaser and to the Title Company and updated to reflect a date reference the Title Commitment and show any additional items reflected in the Title Commitment which are not earlier than ninety (90) days prior to presently shown on the Closing Date. (c) All costs incurred for title searches and preparation As-Built Survey. Purchaser, upon receipt of the Title CommitmentCommitment and the copies of the documents and instruments referred to therein and the recertified and updated As-built Survey, and all title premiums for an extended coverage title policy shall then have ten (including all costs of endorsements requested by Purchaser10) shall be paid by Seller. Purchaser shall be responsible for and pay all costs and expenses associated with the Survey and any updates thereto. days (d) Before Closing, Seller agrees to cause to be removed, at Seller’s sole cost and expense, any exception for (1) mechanics’ and materialmen’s liens caused by Seller or its agents, (2) liens relating to past due taxes with respect to the 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 Matters knowingly or intentionally caused by Seller (collectively, the “Stub Period Must Removes”). If Purchaser becomes aware of any updates to the Title Commitment or Survey disclosed after but not later than the expiration of the Due Diligence Period (and not included in Inspection Period) during which to examine the Title Commitment (the “Stub Period Title Matters”) same, after which are not acceptable to Purchaser, Purchaser shall give written notice to Seller that it disapproves such Stub Period Title Matters (the “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. If Purchaser does not deliver a notice of Stub Period Title Objections, then Purchaser shall be deemed 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 cure such Stub Period Title Objections 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 at or prior to Closing, provided that Seller may extend the Closing for such period as required to effect such cure, but not beyond thirty (30) days, or (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 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 within said five (5) day period, Purchaser shall have three (3) Business Days in which to notify Seller that Purchaser will either waive such of any defects or objections and proceed with affecting the purchase and take title to the Property subject to such Stub Period Title Objections with no adjustment to Property. Seller shall then have until the Purchase Price, other than the cost Closing to cure the Stub Period Title Objections up to a maximum of $500,000 such defects and objections and shall, in the aggregate or that Purchaser will terminate this Agreement. If this Agreement is terminated pursuant to the foregoing provisions of this paragraphgood faith, neither party will have any further rights or obligations hereunder (except for any obligations which are expressly stated to survive the termination hereof), the Exxxxxx Money shall be 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 (3) 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 exercise reasonable diligence 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 adjustment to the Purchase Price attributable to the Stub Period Title Objections over (y) the actual costs incurred in connection with the cure of the samesuch defects and objections.

Title and Survey. (a) Seller shall order within three (3) days following the Effective Date, if it has delivered not previously done so, a preliminary title insurance report (“Title Commitment”) to be issued by the Title Company. Purchaser copies of: shall promptly order an ALTA/ACSM “as-built” survey of the Property certified to the Title Company, Purchaser, Seller and, if applicable, Purchaser’s lender (1) “Survey”). Copies of the Title Commitment; (2) , legible copies of all documents relating to title of record which are specifically referenced or listed as exceptions referred to in the Title Commitment; , and the Survey (collectively, the “Title Materials”), shall be delivered to Seller, Purchaser and, if applicable, Purchaser’s lender. Before the later of (i) ten (10) days after Purchaser’s receipt of all of the Title Materials, and (3ii) the expiration of the Due Diligence Period (“Title Review Period”), Purchaser shall furnish Seller with a written statement of objections, if any, to title to the 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 hereby acknowledges that 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 has approved shall be deemed to have agreed to accept title subject to all matters reflected in the Title Commitment and any Title/Survey Update and to the state of facts shown on the 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 “Seller’s Required Removal Items”). All title matters and exceptions set forth in the Title Commitment and Surveyany Title/Survey Update and the state of facts shown on the Survey which are not Objections, and such matters or 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 EncumbrancesExceptions.” (b) As soon If Purchaser notifies Seller within the Title Review Period or the Title/Survey Update Review Period, as is reasonably practicable applicable, of Objections, then within five (and in any event at least twenty (205) days) prior to Closingdays after Seller’s receipt of Purchaser’s notice, Seller shall cause notify Purchaser in writing (“Seller’s Title Response Notice”) of the Survey Objections which Seller agrees to be certified to Purchaser, Purchaser’s lender and the Title Company and updated to reflect a date not earlier than ninety (90) days satisfy at or prior to the 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 to be removed, at Seller’s sole cost and expense, any exception for (1) mechanics’ and materialmen’s liens caused of the Objections that Seller cannot or will not satisfy. Failure by Seller or its agents, (2) liens relating to past due taxes with respect respond to the 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 Matters knowingly or intentionally caused Purchaser by Seller (collectively, the “Stub Period Must Removes”). If Purchaser becomes aware of any updates to the Title Commitment or Survey disclosed after the expiration of the Due Diligence Period (and not included in the Title Commitment (the “Stub Period Title Matters”) which are not acceptable to Purchaser, Purchaser shall give written notice to Seller that it disapproves such Stub Period Title Matters (the “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. If Purchaser does not deliver a notice of Stub Period Title Objections, then Purchaser shall be deemed 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 said five (5) days after receipt thereof day response period shall be deemed as Seller’s election not to notify Purchaser that cure the Objections raised by Purchaser. Notwithstanding the foregoing, Seller will either (a) attempt shall, in any event, be obligated to eliminate or cure such Stub Period Title Objections or make arrangements satisfy Seller’s Required Removal Items. If Seller chooses not to have such Stub Period Title Objections eliminated, cured or removed from title by bonding or otherwise in a manner reasonably acceptable to Purchaser at or prior to Closing, provided that Seller may extend the Closing for such period as required to effect such cure, but not beyond thirty (30) dayssatisfy, or (b) is deemed to elect not to cause such Stub Period Title cure, all or any of the Objections to be removed; provided, however, that Seller shall be is not obligated to removesatisfy, at no cost or expense to Purchaser, Seller shall notify Purchaser thereof within 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 within said allowed five (5) day period, then Purchaser shall have three the option, to be exercised within five (35) Business Days days following Purchaser’s receipt of the Seller’s Title Response Notice or five (5) days after Seller is deemed to elect not to cure any of the Objections 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 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 paragraph, neither party will have any further rights or obligations hereunder (except for any obligations which are expressly stated to survive the termination hereof), the Exxxxxx Money shall be 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 (3) Business Day period, case Purchaser shall be deemed to have elected 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 Stub Period Title 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 proceed 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 purchase terms and take provisions hereof and accepting title to in its then existing condition with all matters set forth in the Property subject to such Stub Period Title Objections with no adjustment to Commitment or on the Purchase Price, Survey (other than the cost Seller’s Required Removal Items and Objections that Seller has cured) being deemed 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 adjustment to the Purchase Price attributable to the Stub Period Title Objections over (y) the actual costs incurred in connection with the cure of the samebe Permitted Exceptions.

Title and Survey. (a) Seller has delivered shall cause Chicago Title Insurance Company (the “Title Company”, which shall also be the Escrow Agent and/or the Closing Agent) to issue to Purchaser copies of: a current commitment for a standard ALTA 2006 form owner’s policy of title insurance (1the “Title Commitment”) setting forth the status of title to the Property and committing the Title Commitment; (2) all documents relating Company to title exceptions referred 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 Commitment and/or Survey, to which Purchaser does not object within the Title Review Period (3) the Survey Purchaser hereby acknowledges that Purchaser has approved all matters as set forth in (b) below), shall be deemed to be permitted exceptions to the Title Commitment and Survey, and such matters are deemed status of Seller’s title (“Permitted EncumbrancesExceptions”). (b) As soon 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 is reasonably practicable (such rights relate to title matters of record and in any event at least twenty (20) days) prior to Closingsurvey 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 cause the Survey have ten (10) business days from receipt of written notice thereof to be certified to Purchaserhave such objections satisfied (which may, Purchaser’s lender and for purposes of this Agreement, include causing the Title Company to insure the Property without exception to such objection), or to give Purchaser written notice of assurance that such objections shall be satisfied at Closing, or to give Purchaser written notice of Seller’s inability or refusal to satisfy the objections. If such objections are not properly satisfied within such ten (10) business day period, Purchaser, as its sole and updated exclusive remedy, may elect either (i) to reflect a 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 receipt by Purchaser of Seller’s written notice of Seller’s inability or 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 not earlier than ninety (90of the Title Commitment shall be governed by the terms of Section 5(c) days prior to the Closing Datebelow. (c) All costs incurred for title searches and preparation of At Closing, the closing attorney or agent conducting the Closing (the “Closing Agent”) may hold the moneys representing the Purchase Price until Purchaser or the Title Commitment, Company updates the title examination and all title premiums for an extended coverage title policy records the Deed (including all costs of endorsements requested by Purchaser) shall be paid by Selleras hereinafter defined). Purchaser shall be responsible for and pay all costs and expenses associated with In the Survey and event there are any updates thereto. (d) Before Closing, Seller agrees to cause to be removed, at Seller’s sole cost and expense, any exception for (1) mechanics’ and materialmen’s liens caused by Seller or its agents, (2) liens relating to past due taxes with respect to the Property, (3) liens or other intervening title exceptions resulting solely from acts of Seller or its agents occurring encumbrances revealed by such title update which first arise on or after the effective date of this Agreement or (4) other liens or encumbrances which secure other monetary obligations or (5) any Stub Period Title Matters knowingly or intentionally caused by Seller (collectively, the “Stub Period Must Removes”). If Purchaser becomes aware of any updates to the Title Commitment or Survey disclosed after the expiration of the Due Diligence Period (and not included in the Title Commitment (the “Stub Period Title Matters”) which are not acceptable to PurchaserPermitted Exceptions hereunder, the Purchaser shall give written notice to advise Seller that it disapproves such Stub Period Title Matters (the “Stub Period Title Objections”) on or before the sooner to occur of three (3) Business Days after receipt of written notice thereof same and the Closing. If Purchaser does not deliver a notice of Stub Period Title Objections, then Purchaser Closing shall be deemed delayed in order to have approved permit Seller a reasonable opportunity to remedy the applicable Stub Period Title Matters (other than the Stub Period Must Removes). If Purchaser delivers a notice of Stub Period Title Objections, 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 purpose of this Agreement, 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 elect within five (5) days after receipt thereof to notify Purchaser that following notice of such determination by Seller will either (ai) attempt to eliminate or cure such Stub Period Title Objections 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 at or prior to Closing, provided that Seller may extend the Closing for such period as required to effect such cure, but not beyond thirty (30waive its objection(s) days, or (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 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 within said five (5) day period, Purchaser shall have three (3) Business Days in 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 intervening matter(s) and to close its purchase of the Property, with no adjustment to reduction in the Purchase Price, other than the cost in which event such intervening matter(s) shall be deemed Permitted Exceptions for purpose of this Agreement, or (ii) 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 and receive a refund of the foregoing provisions of this paragraphBinder Deposit and the Purchase Price (if it has been paid), in which event neither party will Purchaser or Seller shall have any further rights or obligations hereunder (to the other hereunder, except for Purchaser’s Indemnification Obligations which shall survive any obligations which are expressly stated to survive the termination hereof), the Exxxxxx Money shall be returned to Purchaser, and Seller shall reimburse Purchaser for its actual, reasonable, third-party costs and expenses, not to exceed $500,000such termination. If Purchaser fails to notify Seller of its election within said three such five (35) Business Day day period, Purchaser shall be deemed conclusively to have elected the option set forth in (i) above and the parties will proceed immediately thereafter 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 adjustment to the Purchase Price attributable to the Stub Period Title Objections over (y) the actual costs incurred in connection with the cure of the same.

Title and Survey. (a) 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 has and shall be delivered to Purchaser copies of: forthwith upon its issuance. (1b) [Intentionally Deleted]. (c) If, after the Effective Date but before the Closing Date, Purchaser first receives an update of the Title Commitment; (2) all documents relating to title exceptions referred to in the Title Commitment; and (3) the Survey Purchaser hereby acknowledges Commitment that Purchaser has approved all takes exception for matters set forth that are not disclosed in the Title Commitment and Survey, and such matters are deemed Permitted Encumbrances. (b) As soon as is reasonably practicable (and in any event at least twenty (20) days) prior to Closing, Seller shall cause the Survey to be certified to Purchaser, Purchaser’s lender and the Title Company and updated to reflect a date not earlier than ninety (90) days prior that adversely affect title to the Closing Date. (c) All costs incurred for title searches Real Property 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 to be removed, at Seller’s sole cost and expense, any exception for (1) mechanics’ and materialmen’s liens caused by Seller or its agents, (2) liens relating to past due taxes with respect to the 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 Matters knowingly or intentionally caused by Seller (collectively, the “Stub Period Must Removes”). If Purchaser becomes aware of any updates to the Title Commitment or Survey disclosed after the expiration of the Due Diligence Period (and not included in the Title Commitment (the “Stub Period Title Matters”) which that are not acceptable to PurchaserPermitted Exceptions, Purchaser shall have the right to give Seller a written notice to Seller (a “Purchaser Intervening Title Objection Notice”) that it disapproves sets forth such Stub Period Title Matters matters in reasonable detail (the “Stub Period Purchaser Intervening Title Objections”) on or before the sooner to occur of three (3) Business Days after receipt of written notice thereof and the Closing. If Purchaser does not deliver a notice of Stub Period Title Objections, then Purchaser shall be deemed 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 cure such Stub Period Title Objections 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 at or prior to Closing, provided that Seller may extend the Closing for such period as required to effect such cure, but not beyond thirty (30) days, or (b) elect not to cause such Stub Period Title Objections to be removed; provided, however, that that: (i) any Purchaser Intervening Title Objection Notice (together with copies of the applicable updated title commitment or title report and the applicable underlying exception documents referenced therein) must be provided to Seller shall be obligated to remove, at no cost or expense to 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 within said five (5) day periodBusiness Days after Purchaser receives the update to the Title 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 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 in which 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 notify give Seller written notice that Purchaser will elects either to waive such objections and proceed with the purchase and take title to the Property subject to such Stub Period applicable Purchaser Intervening Title Objections with 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 adjustment to further obligations or liabilities under this Agreement except for the Purchase Price, other than obligations that expressly survive the cost to cure the Stub Period Title Objections up to a maximum termination of $500,000 in the aggregate or that Purchaser will terminate this Agreement. If this Agreement is terminated pursuant 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 more of the foregoing provisions 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 this paragrapheither accepting title subject to such Purchaser Intervening Title Objections or demanding a refund of the Deposit, neither party will have any further rights or obligations hereunder (except for any obligations in which are expressly stated to survive event the termination hereof), the Exxxxxx Money Deposit shall promptly be returned to Purchaser, this Agreement shall terminate and Purchaser and Seller shall reimburse have no further obligations or liabilities under this Agreement except for the except for the obligations that expressly survive the termination of this Agreement. 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 its actualVoluntary Liens, reasonable, third-party costs and expenses, Seller shall not be required to exceed expend more than Five Hundred Thousand Dollars ($500,000) in the aggregate (inclusive of attorneys’ fees) to Remove any Purchaser Title Objections and any Purchaser Intervening Title Objections. If Purchaser fails Notwithstanding anything contained herein to notify Seller of its election within said three (3) Business Day periodthe contrary, Purchaser shall be deemed to have elected rejected, without any need for further notice to waive such Stub Period Title Objections. and proceed with the purchase and take title 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 jurisdiction in which the Property subject is located. (e) [Intentionally Deleted]. (f) Purchaser shall be entitled to request that the Title Company provide such Stub Period Title Objections with endorsements to the Purchaser’s title insurance policy as Purchaser may reasonably require, provided that (i) such endorsements or amendments shall be at no adjustment cost to, and shall impose no additional liability on, Seller, (ii) Purchaser’s obligations under this Agreement shall not be conditioned upon 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 or set off against 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 and (which obligation shall survive the Closing) to refund to Seller the excess, if any, of (x) any adjustment to the Purchase Price attributable to the Stub Period Title Objections over (yiii) the actual costs incurred in connection with the cure Closing shall not be delayed as a result of the samePurchaser’s request.

Title and Survey. (a) Seller has delivered Attached hereto as Exhibit J is a current commitment for a title insurance policy covering the 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 copies of: (1) an endorsement to the Title Commitment; (2) 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 documents relating prior years' taxes and assessments as well as all taxes and assessments allocated to title exceptions referred to in the Title Commitment; and (3) date of Closing, on or before the Survey Purchaser hereby acknowledges that Purchaser has approved all matters set forth in the Title Commitment and Survey, and such matters are deemed Permitted Encumbrancesdate of Closing. (b) As soon Attached hereto as Exhibit K is reasonably practicable a survey of the Real Property (and in any event at least twenty the "Existing Survey"). Within sixty (20) days) prior to Closing, Seller shall cause the Survey to be certified to Purchaser, Purchaser’s lender and the Title Company and updated to reflect a date not earlier than ninety (9060) days prior to the 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 to be removed, at Seller’s sole cost and expense, any exception for (1) mechanics’ and materialmen’s liens caused by Seller or its agents, (2) liens relating to past due taxes with respect to the 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 Agreement, Purchaser shall obtain, at its expense, an updated survey, certified by a licensed surveyor for the 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 (4) other liens or encumbrances which secure other monetary obligations or (5) any Stub Period Title Matters knowingly or intentionally caused by Seller (collectivelythe "Improvement Survey"). The Improvement Survey shall be in form 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, Section 2, of its to-be-issued title policy, the “Stub Period Must Removes”standard printed exceptions (including exceptions 2 and 3) and the exception for parties in possession (exception 1). If Purchaser becomes aware of the Improvement Survey depicts any updates condition different than the conditions shown on the Existing Survey which causes the Escrow Agent as title company to the add any additional exceptions or conditions to its Title Commitment or Survey disclosed after that substantially, adversely affect the expiration utility of the Due Diligence Period (and not included in the Title Commitment (the “Stub Period Title Matters”) which are not acceptable to PurchaserSubject Property as currently used, or substantially diminishes its value, Purchaser shall give have the option in its sole discretion of (i) terminating this Agreement by written notice to Seller that it disapproves such Stub Period Title Matters (and receiving a prompt refund of the “Stub Period Title Objections”) on or before Earnxxx Xxxey Deposit, in which case the sooner to occur of three (3) Business Days after receipt of written notice thereof and the Closing. If Purchaser does not deliver a notice of Stub Period Title Objections, then Purchaser parties shall be deemed to have approved the applicable Stub Period Title Matters (other than the Stub Period Must Removes). If Purchaser delivers a notice relieved 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 all further rights or cure such Stub Period Title Objections 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 at or prior to Closing, provided that Seller may extend the Closing for such period as required to effect such cure, but not beyond thirty (30) daysresponsibilities hereunder, or (bii) elect not waiving such right to cause such Stub Period Title Objections terminate and proceeding to be removed; provided, however, that Seller shall be obligated to remove, at no cost or expense to 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 within said five (5) day period, Purchaser shall have three (3) Business Days Closing in which to notify Seller that Purchaser will either waive such objections and proceed accordance with the purchase terms 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 paragraph, neither party will have any further rights or obligations hereunder (except for any obligations which are expressly stated to survive the termination hereof), the Exxxxxx Money shall be 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 (3) 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 adjustment to the Purchase Price attributable to the Stub Period Title Objections over (y) the actual costs incurred in connection with the cure of the sameAgreement.

Title and Survey. (a) Seller has delivered to Purchaser copies of: (1) caused the Title Commitment; (2) all documents relating Company to title exceptions referred to in the Title Commitment; prepare and (3) the Survey Purchaser hereby acknowledges that Purchaser has approved all matters set forth in 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 Survey (the “Updated Survey”) at the sole cost and expense of Purchaser, and such matters are deemed Permitted Encumbrancesthe 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) As soon as is reasonably practicable (Purchaser has reviewed or shall review the Title Commitment and in any event at least twenty (20) days) the Survey prior to Closingthe expiration of the Study Period and, Seller if Purchaser does not terminate this Agreement prior to the expiration of the Study Period, Purchaser shall cause purchase the Survey Property at Closing subject to be certified to Purchaserthe Permitted Exceptions. Notwithstanding the foregoing, Purchaser’s lender and all Voluntary Liens shown on the Title Company and updated to reflect a date not earlier than ninety (90) days Commitment will be satisfied by Seller on or prior to the Closing DateDate 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) All costs incurred for title searches and preparation of In the Title Commitmentevent that, 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 to be removed, at Seller’s sole cost and expense, any exception for (1) mechanics’ and materialmen’s liens caused by Seller or its agents, (2) liens relating to past due taxes with respect to the 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 Matters knowingly or intentionally caused by Seller (collectively, the “Stub Period Must Removes”). If Purchaser becomes aware of any updates to the Title Commitment or Survey disclosed after the expiration of the Due Diligence Period (and not included in 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 such new title and survey matters, setting forth in reasonable detail any objections that Purchaser has to such title or survey matters (the “Stub Period Title Matters”) which are not acceptable to Purchaser, Purchaser shall give written notice to Seller that it disapproves such Stub Period Title Matters (the “Stub Period Title Objections”); provided, however, that Purchaser shall have no right to object to any of the matters set forth within subsections (a) on through (f) of the definition of Permitted Exceptions. Purchaser shall have no right to object to any new title or before the sooner survey matter if Purchaser does not send a Purchaser Title Objection to occur of three Seller within five (35) Business Days after receipt of written notice thereof when Purchaser first has knowledge of such item, and the Closing. If any matter for which Purchaser does not deliver a notice of Stub Period Title Objections, then Purchaser timely object shall be deemed to have approved the applicable Stub Period Title Matters (other than the Stub Period Must Removes)a Permitted Exception. If Purchaser delivers a notice of Stub Period Title Objections, Seller shall have five (5) days after from its receipt thereof of the Title Objection Notice (“Seller’s Title Election Period”) to notify give Purchaser that notice as to whether Seller will either (a) attempt elects to eliminate or use reasonable efforts to cure such Stub Period the Purchaser Title Objections 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 at or prior to Closing, provided that Seller may extend the Closing for Date. If Seller fails to give Purchaser written notice of such period as required to effect such cureelection before the end of Seller’s Title Election Period, but not beyond thirty (30) days, or (b) elect not to cause such Stub Period Title Objections to be removed; provided, however, that Seller shall be obligated deemed to remove, at no cost or expense have elected not to Purchaser, attempt to cure the Stub Period Must RemovesPurchaser Title Objections. If Seller gives elects or is deemed to have elected not to attempt to cure any one or more of the Purchaser notice under clause (b) above or fails to respond to Purchaser’s notice of Stub Period Title Objections, such Purchaser Title Objections within said shall constitute Permitted Exceptions and Purchaser shall have until the earlier of the Closing Date and the day that is five (5) day period, Purchaser shall have three (3) Business Days in which after the expiration of Seller’s Title Election Period to notify Seller that Purchaser will either waive such objections and proceed with the purchase and determine whether to take title to the Property subject to such Stub Period Title Objections with no adjustment matters or 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 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 is terminated pursuant to the foregoing provisions of this paragraph, neither party will have any further rights or obligations hereunder (except for any obligations which are expressly stated to survive the termination hereofSection 4.1(c), the Exxxxxx Money Deposit shall promptly be returned to Purchaser; thereupon, except for Purchaser’s Surviving Obligations, Purchaser and Seller shall reimburse have no further obligations or 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 on or before the Closing Date, except that (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 and New Monetary Encumbrances, Seller shall not be required to 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 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 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. (d) Purchaser shall be 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) such endorsements or amendments shall be at no cost to, and except as set forth in Section 4.1(a) with respect to a survey endorsement, shall impose no additional liability on, Seller, (ii) Purchaser’s obligations under this Agreement shall not be conditioned upon its actualability to obtain such endorsements and, reasonable, third-party costs and expenses, not if Purchaser is unable to exceed $500,000. If Purchaser fails to notify Seller of its election within said three (3) Business Day periodobtain such endorsements, Purchaser shall nevertheless be deemed obligated to have elected proceed to waive such Stub Period Title Objections. and proceed with close the purchase and take title to the Property subject to such Stub Period Title Objections with no adjustment to transactions contemplated hereby without reduction of or set off against the Purchase Price, other than and (iii) the Closing shall not be delayed as a 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 cure the Stub Period Title Objections up to a maximum of $500,000. Notwithstanding the aboveSeller, Purchaser hereby agrees (which obligation shall survive the Closing) to refund to Seller the excess, if any, of (x) any adjustment to the Purchase Price attributable to the Stub Period Title Objections over (y) the actual costs incurred in connection reasonably cooperate with the cure assignment of the samemortgage to Purchaser’s lender and Seller and Purchaser shall equally share the mortgage tax savings realized by Purchaser due to such assignment.

Title and Survey. (a) Seller has delivered to Purchaser copies of: (1) the Title Commitment; (2) all documents relating to title exceptions referred to in the Title Commitment; and (3) the Survey Purchaser hereby acknowledges that Purchaser has approved all matters set forth in the Title Commitment and Survey, and such matters are deemed Permitted Encumbrances. (b) As soon as is reasonably practicable (and in any event at least twenty (20) days) prior to Closing, Seller shall cause the Survey to be certified to Purchaser, Purchaser’s lender and the Title Company and updated to reflect a date not earlier than ninety (90) days prior to the 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 to be removed, at Seller’s sole cost and expense, any exception for (1) mechanics’ and materialmen’s liens caused by Seller or its agents, (2) liens relating to past due taxes with respect to the 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 Matters knowingly or intentionally caused by Seller (collectively, the “Stub Period Must Removes”). If Purchaser becomes aware of any updates to the Title Commitment or Survey disclosed after the expiration of the Due Diligence Period (and not included in the Title Commitment (the “Stub Period Title Matters”) which are not acceptable to Purchaser, Purchaser shall give written notice to Seller that it disapproves such Stub Period Title Matters (the “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. If Purchaser does not deliver a notice of Stub Period Title Objections, then Purchaser shall be deemed 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 cure such Stub Period Title Objections 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 at or prior to Closing, provided that Seller may extend the Closing for such period as required to effect such cure, but not beyond thirty (30) days, or (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 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 within said five (5) day period, Purchaser shall have three (3) Business Days in 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 paragraph, neither party will have any further rights or obligations hereunder (except for any obligations which are expressly stated to survive the termination hereof), the Exxxxxx Xxxxxxx Money shall be 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 (3) 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 adjustment to the Purchase Price attributable to the Stub Period Title Objections over (y) the actual costs incurred in connection with the cure of the same.

Title and Survey. As soon as reasonably possible after the Opening of Escrow, Escrow Agent will deliver to Buyer a commitment for an extended owner's policy of title insurance (a"TITLE REPORT") Seller has delivered and copies of all non-standard exceptions to Purchaser copies of: (1) the Title Commitment; Report. The Title Report must have an effective date after the 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 (2"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") all documents relating to of any title exceptions referred to or other matters that are contained in the Title Commitment; Report or the Survey. Buyer's failure to make its Title Objections on a timely basis will be deemed a waiver of its title contingency under Sections 3.02(a) and (3) the Survey Purchaser hereby acknowledges that Purchaser has approved all matters set forth in the Title Commitment and Survey, and such matters are deemed Permitted Encumbrances. (b) As soon as below. Except for those matters that Seller is reasonably practicable (and in any event at least twenty (20) days) prior obligated to Closing, Seller shall cause the Survey to be certified to Purchaser, Purchaser’s lender and the Title Company and updated to reflect a date not earlier than ninety (90) days prior to the Closing Date. (c) All costs incurred for discharge or remove from 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 to be removed, at Seller’s sole cost and expense, any exception for (1) mechanics’ and materialmen’s liens caused by Seller or its agents, (2) liens relating to past due taxes with respect to the 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 Matters knowingly or intentionally caused by Seller (collectively, the “Stub Period Must Removes”). If Purchaser becomes aware of any updates to the Title Commitment or Survey disclosed after the expiration of the Due Diligence Period (and not included in the Title Commitment (the “Stub Period Title Matters”) which are not acceptable to Purchaser, Purchaser shall give written notice to Seller that it disapproves such Stub Period Title Matters (the “Stub Period Title Objections”) on or before the sooner Closing Date (i.e., Monetary Liens described below) and disapproved Project Contracts) under the terms of this Contract, Buyer agrees to occur of three (3) Business Days after receipt of written notice thereof and the Closing. If Purchaser does not deliver a notice of Stub Period Title Objections, then Purchaser shall be deemed 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 cure such Stub Period Title Objections 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 at or prior to Closing, provided that Seller may extend the Closing for such period as required to effect such cure, but not beyond thirty (30) days, or (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 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 within said five (5) day period, Purchaser shall have three (3) Business Days in which to notify Seller that Purchaser will either waive such objections and proceed with the purchase and take accept title to the Property subject to such Stub Period 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 on or before the end of the Title Review Period, Seller may elect, by delivering written notice to Buyer and Escrow Agent, to: (i) attempt to cure all or any of the 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 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 causing Escrow Agent to issue an endorsement insuring Buyer against loss or damage from the Title Objections or to provide other affirmative assurances to Buyer with no adjustment regard to the Purchase Price, Title 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 (ii) above must be made within 10 days after Seller's receipt of the cost Title Objections. Seller's failure to make a timely election under subsection (i) or (ii) above will be deemed an election to not to attempt to cure under subsection (ii) above. Seller will have no obligation or duty to cure the Stub Period Title Objections up or to a maximum incur any expense in curing the Title Objections, except the Money Liens described below. (b) If Seller has elected to attempt to cure any of $500,000 in the aggregate or that Purchaser will terminate this Agreement. If this Agreement is terminated Title Objections pursuant to Section 3.02(a)(i) above and does not or cannot cure those objections within 30 days after the foregoing provisions end of this paragraph, neither party will have any further rights the Inspection Period (or obligations hereunder (except for any obligations which are expressly stated otherwise deliver sufficient evidence within that time of Seller's ability to survive cure the termination hereofmatter at the closing), the Exxxxxx Money shall be returned to Purchaser, and or if 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 (3) Business Day period, Purchaser shall be 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) waive such Stub Period its Title Objections and complete the purchase of the Property at the Price (without any price adjustment and without any right or claim to damages, credit, or offset for the Title Objections, except removal of the Money Liens, which will be paid from Seller's proceeds of sale); or (ii) 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 proceed with Survey (except for the purchase items that Escrow Agent has agreed to delete or modify) and take 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 new matters or facts that became known or were revealed to Escrow Agent after the Opening of Escrow and that were not caused by Buyer's acts, Buyer will have until the earlier of two days prior to the Property subject to such Stub Period Closing Date or five business days following Buyer's receipt of the amended Title Objections with no adjustment to the Purchase Price, other than the cost to cure the Stub Period Title Objections up to a maximum Report (including legible and complete copies of $500,000. Notwithstanding the above, Purchaser hereby agrees (which obligation shall survive the Closingall new title exceptions) to refund to notify Seller the excess, if any, in writing of its objections (x) any adjustment to the Purchase Price attributable to the Stub Period Title Objections over (y) the actual costs incurred in connection with the cure of the same.all new objections being considered as additional "TITLE OBJECTIONS"

Title and Survey. (a) Seller has Seller, at its expense, shall obtain and deliver to Purchaser within five (5) days after the date on which the Deposit is delivered to Purchaser copies of: the Escrow Agent, a current, effective commitment for title insurance (1the “Title Commitment”) issued by the Title Commitment; Company, wherein the Title Company shall commit to issue to Purchaser a standard Texas form of owner’s title insurance policy (2the “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 relating to title exceptions referred to in the Title Commitment; . Seller shall (if not previously delivered) deliver or make available to Purchaser a copy of the most recent existing survey (if any) in Seller’s possession relating to the Property (if any, the “Survey”). 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 (3including field notes) or a current ALTA land title survey of the Property (meeting the Minimum Standard Survey Purchaser hereby acknowledges that Purchaser has approved all matters set forth in 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 Commitment and Company to delete the standard printed survey exception from the Owner’s Title Insurance Policy, except for “shortages in area.” The New Survey, and such matters are deemed Permitted Encumbrancesany revisions thereto, shall be promptly delivered to Seller upon Purchaser’s receipt of same. Should Purchaser obtain the New Survey, the New Survey shall be considered the “Survey” for all purposes under this Agreement. (b) As soon as is reasonably practicable Purchaser shall have until the Title Objection Date to give Seller a written notice (and in the “Title Objection Notice”) that sets forth any event at least twenty objections that Purchaser has to title or survey matters affecting the Property (20) days) prior to Closing, the “Purchaser Title Objections”). Seller shall cause the Survey to be certified to Purchaser, Purchaser’s lender and have seven (7) days from its receipt of the Title Company and updated Objection Notice (“Seller’s Title Election Period”) to reflect a date not earlier than ninety (90) days prior give Purchaser written notice as to whether Seller elects to cure the Purchaser Title Objections by the Closing Date. (c) All costs incurred for title searches and preparation . If Seller fails to give Purchaser written notice of such election before the end of Seller’s 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 ClosingElection Period, Seller agrees to cause to be removed, at Seller’s sole cost and expense, any exception for (1) mechanics’ and materialmen’s liens caused by Seller or its agents, (2) liens relating to past due taxes with respect to the 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 Matters knowingly or intentionally caused by Seller (collectively, the “Stub Period Must Removes”). If Purchaser becomes aware of any updates to the Title Commitment or Survey disclosed after the expiration of the Due Diligence Period (and not included in the Title Commitment (the “Stub Period Title Matters”) which are not acceptable to Purchaser, Purchaser shall give written notice to Seller that it disapproves such Stub Period Title Matters (the “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. If Purchaser does not deliver a notice of Stub Period Title Objections, then Purchaser shall be deemed to have approved elected not to attempt to cure the applicable Stub Period Purchaser Title Matters (other than the Stub Period Must Removes)Objections. If Seller elects or is deemed to have elected not to attempt to cure any one or more of the Purchaser delivers a notice of Stub Period Title Objections, Seller shall have five (5) days after receipt thereof to notify such Purchaser that Seller will either (a) attempt to eliminate or cure such Stub Period Title Objections 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 at or prior to Closing, provided that Seller may extend the Closing for such period as required to effect such cure, but not beyond thirty (30) days, or (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 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 within said five (5) day period, constitute Permitted Exceptions and Purchaser shall have three (3) Business Days in which until the end of the Study Period to notify Seller that Purchaser will either waive such objections and proceed with the purchase and determine whether to take title to the Property subject to such Stub Period matters or to terminate this Agreement in accordance with Section 5.2. If Seller elects to cure any one or more of the Purchaser Title Objections 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 immediately preceding sentence, (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 adjustment 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 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 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 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 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 pay such cost or incur such liability in connection with Seller’s response to Purchaser’s Title Objections), (ii) Purchaser’s obligations under this Agreement shall not be conditioned upon 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 or set off against the Purchase Price, other than and (iii) the cost Closing shall not be delayed as a result of Purchaser’s request; provided, however, the foregoing shall not affect Purchaser’s rights 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 during the Study Period pursuant to the foregoing provisions of this paragraph, neither party will have any further rights or obligations hereunder (except for any obligations which are expressly stated to survive the termination Section 5.2 hereof), the Exxxxxx Money shall be 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 (3) 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 adjustment to the Purchase Price attributable to the Stub Period Title Objections over (y) the actual costs incurred in connection with the cure of the same.

Title and Survey. 3.1.1 As soon as practical following the Opening of Escrow, Buyer shall obtain from First American Title Insurance Company (athe “Title Company”) Seller has delivered to Purchaser an extended coverage preliminary title report or commitment on the Land (the “PTR”), together with legible copies of: (1) the Title Commitment; (2) of all documents (“Exception Documents”) relating to the title exceptions referred to in the Title Commitment; and (3) the Survey Purchaser hereby acknowledges that Purchaser has approved all matters set forth in the Title Commitment and Survey, and such matters are deemed Permitted EncumbrancesPTR. (b) 3.1.2 As soon as is reasonably practicable (and in any event at least twenty (20) days) prior to Closingpractical following the Opening of Escrow, Seller Buyer shall cause the Survey to be certified to Purchaser, Purchaser’s lender and the Title Company and updated to reflect a date not earlier than ninety (90) days prior to the 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 to be removedobtain, at SellerBuyer’s sole cost and expense, a survey of the Land prepared in accordance with the “Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys,” jointly established and adopted by the American Land Title Association and National Society for Professional Surveyors, Inc., in 2005 (the “Survey”), sufficient to enable the Title Company to issue the Extended Coverage Policy (as hereinafter defined). The Survey shall be certified as true and correct by the surveyor for the benefit of Buyer and the Title Company. 3.1.3 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 exception for (1) mechanics’ and materialmen’s liens caused by Seller or its agents, (2) liens relating to past due taxes with respect to the Property, (3) liens or other disapproved 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 Matters knowingly or intentionally caused by Seller (collectively, the “Stub Period Must RemovesDisapproved PTR Matters”) and any disapproved Survey matters (the “Disapproved Survey Matters”). If Purchaser becomes aware of any updates to ; provided, however, in no event shall the Title Commitment or Survey disclosed after the expiration of Review Period extend beyond the Due Diligence Period Expiration Date (as defined in Section 3.3 below). The Disapproved PTR Matters and not included 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 Title Commitment (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 “Stub Period Title Matters”) which are not acceptable Permitted Exceptions;” provided, that if Buyer fails to Purchaser, Purchaser shall give written notice to Seller that it disapproves such Stub Period identify any Disapproved Title Matters (during the “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. If Purchaser does not deliver a notice of Stub Period Title ObjectionsReview Period, then Purchaser all matters shown on Schedule “B” of the PTR and on the Survey shall be deemed to have approved the applicable Stub Period Permitted Exceptions. If Buyer delivers a written notice of any Disapproved Title Matters (other than to Seller during the Stub Period Must Removes). If Purchaser delivers a notice of Stub Period Title ObjectionsReview Period, Seller shall have then within five (5) business days after receipt thereof Seller has received such written objection, Seller shall (in the exercise of Seller’s sole and absolute discretion) identify in a written notice to notify Purchaser Buyer (i) 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 Disapproved Title Matter which is so insured against shall also be deemed a Permitted Exception), and (ii) those Disapproved Title Matters that Seller will either (a) attempt to eliminate or cure such Stub Period Title Objections 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 at or prior to Closing, provided that Seller may extend the Closing for such period as required to effect such cure, but not beyond thirty (30) days, or (b) elect not to cause such Stub Period Title Objections to be removedtake 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 obligated issued in connection therewith. Buyer shall then have the right, exercisable within ten (10) business days after Buyer’s delivery of notice to removeSeller of such Disapproved Title Matter(s), at no cost 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 expense (y) to Purchaserwaive its disapproval of any those Disapproved Title Matters that Seller has indicated (or been 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 Stub Period Must Removes. If Seller gives Purchaser notice terms under clause which the Title Company is willing to issue the Title Policy (b) above as hereinafter defined), or fails to respond to Purchaser’s notice of Stub Period Title Objections within said five (5) day periodif a Survey is materially amended, Purchaser then Buyer shall have three (3) Business Days business days from its receipt of notice of such disclosure, together with legible copies of all documents mentioned in which such disclosure (and if necessary, the Close of Escrow shall be postponed to notify Seller that Purchaser will either waive provide for such objections and proceed with 3-day period), to disapprove the purchase and take title same by written notice to the Property subject to such Stub Period Seller. Such disapproved disclosures shall be treated as Disapproved 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 Matters pursuant to the foregoing provisions of this paragraph, neither party will have any further rights or obligations hereunder (except for any obligations which are expressly stated to survive the termination hereof), the Exxxxxx Money shall be 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 (3) 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 Section 3.1.3 above, Purchaser hereby agrees (which obligation shall survive the Closing) to refund to Seller the excess, if any, of (x) any adjustment to the Purchase Price attributable to the Stub Period Title Objections over (y) the actual costs incurred in connection with the cure of the same.

Title and Survey. (a) Seller has delivered to Purchaser copies of: (1) the Title Commitment; (2) all documents relating to title exceptions referred to in the Title Commitment; and (3) the Survey Purchaser hereby acknowledges that Purchaser has approved all matters set forth in the Title Commitment and Survey, and such matters are deemed Permitted Encumbrances. (b) As soon as is reasonably practicable (and in any event at least twenty (20) days) prior to Closing, Seller shall cause the Survey to be certified to Purchaser, Purchaser’s lender and order from the Title Company and updated to reflect a date not earlier than ninety (90) days prior preliminary owner's title commitment with respect to the Closing Date. Property issued in favor of Purchaser (c) All costs incurred for title searches and preparation the "Title Commitment"). Purchaser shall request that the Title Company make copies of the Title Commitment, and copies of all title premiums for an extended coverage title policy (including all costs of endorsements requested by Purchaser) shall be paid by underlying recorded exceptions referenced in the Title Commitment, available to 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 to be removedmay arrange, at Seller’s Purchaser's sole cost and expense, any exception for the preparation of one or more updates of the Existing Survey (1) mechanics’ each and materialmen’s liens caused by Seller or its agents, (2) liens relating to past due taxes with respect to the 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 Matters knowingly or intentionally caused by Seller (collectivelytogether, the “Stub Period Must Removes”"Survey"). If Purchaser becomes aware 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 updates 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 Survey disclosed after the expiration of the Due Diligence Period (and not included in the Title Commitment (the “Stub Period Title Matters”) Survey which are not acceptable also set forth in or disclosed by the Seller's Existing Title Policy or the Existing Survey. From time to Purchasertime at any time after the First Title Notice and prior to the Closing Date, Purchaser shall 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 that it disapproves such Stub Period Title Matters shall have the right, but not the obligation (except as to Monetary Objections affecting the “Stub Period Title Objections”) on Property), to attempt to remove, satisfy or before otherwise cure any exceptions to title to which the sooner to occur of Purchaser so objects. Within three (3) Business Days after receipt of written notice thereof and the Closing. If Purchaser does not deliver a notice of Stub Period Purchaser's First Title Objections, then Purchaser shall be deemed to have approved the applicable Stub Period Notice or Second Title Matters (other than the Stub Period Must Removes). If Purchaser delivers a notice of Stub Period Title ObjectionsNotice, Seller shall have five (5) days after receipt thereof to notify Purchaser that Seller will either (a) attempt to eliminate or cure such Stub Period Title Objections 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 give written notice to Purchaser at or prior informing the Purchaser of Seller's election with respect to Closing, provided that Seller may extend the Closing for such period as required to effect such cure, but not beyond thirty (30) days, or (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 Purchaser, the Stub Period Must Removesobjections. If Seller gives Purchaser notice under clause (b) above or fails to respond to Purchaser’s give written notice of Stub Period Title Objections within said five (5) day period, Purchaser shall have three (3) Business Days in 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 paragraph, neither party will have any further rights or obligations hereunder (except for any obligations which are expressly stated to survive the termination hereof), the Exxxxxx Money shall be 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 such three (3) Business Day period, Purchaser Seller shall be deemed to have elected not to waive 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 Stub Period Title 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. and proceed with Except as to Monetary Objections affecting the purchase and take 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 Stub Period Title Objections with no adjustment to exceptions as if Purchaser had not objected thereto and without reduction of the Purchase Price, other than (ii) if such exceptions are matters first appearing of record after the cost date of this Agreement, and arise by, through or under Seller, to terminate this Agreement, or (iii) to terminate this Agreement within two (2) Business Days after Seller's election (or deemed election) not to attempt to cure objections (and upon any such termination under clause (ii) or (iii) above, Escrow Agent shall return the Stub Period Title Objections up Xxxxxxx Money to a maximum of $500,000Purchaser). Notwithstanding anything to the abovecontrary contained elsewhere in this Agreement, Purchaser hereby agrees (which obligation Seller shall survive be obligated to cure or satisfy all Monetary Objections affecting the Property at or prior to Closing) to refund to , and Seller may use the excess, if any, proceeds of (x) any adjustment to the Purchase Price attributable to the Stub Period Title Objections over (y) the actual costs incurred in connection with the cure of the sameat Closing for such purpose.

Title and Survey. (ai) Seller has delivered As soon as practical following the Opening of Escrow, Sellers shall deliver, or cause to Purchaser be delivered, to Buyer an extended coverage preliminary title report or commitment on each Facility (the “PTRs”) prepared by First American Title Insurance Company (the “Title Company”), together with legible copies of: (1) the Title Commitment; (2) of all documents (“Exception Documents”) relating to the title exceptions referred to in the Title Commitment; and (3) the Survey Purchaser hereby acknowledges that Purchaser has approved all matters set forth in the Title Commitment and Survey, and such matters are deemed Permitted EncumbrancesPTRs. (bii) As soon as is reasonably practicable (and in any event at least twenty (20) days) prior to Closingpractical following the Opening of Escrow, Seller Buyer shall cause the Survey to be certified to Purchaser, Purchaser’s lender and the Title Company and updated to reflect a date not earlier than ninety (90) days prior to the 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 to be removedobtain, at SellerBuyer’s sole cost and expense, a survey of each Facility prepared in accordance with the “Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys,” jointly established and adopted by the American Land Title Association and National Society for Professional Surveyors, Inc., in 2005 (the “Surveys”), sufficient to enable the Title Company to issue the Title Policies (as hereinafter defined). The Surveys shall be certified as true and correct by the surveyor for the benefit of Buyer, Sellers, and the Title Company. (iii) Within fifteen (15) calendar days after the later of (A) the Opening of Escrow or (B) Buyer’s receipt of the PTRs, the Exception Documents and the Surveys, Buyer shall notify Sellers in writing of any exception for (1) mechanics’ and materialmen’s liens caused by Seller or its agents, (2) liens relating to past due taxes with respect to the Property, (3) liens or other disapproved 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 Matters knowingly or intentionally caused by Seller (collectively, the “Stub Period Must RemovesDisapproved PTR Matters”) and any disapproved Survey matters (the “Disapproved Survey Matters”). If Purchaser becomes aware 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 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 updates 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 a Permitted Exception (as defined below)). Subject to the Title Commitment or Survey disclosed after the expiration Company’s issuance of the Due Diligence Period (title endorsements reasonably requested and not included specified in writing by Buyer, all title exceptions set forth in the Title Commitment (PTRs other than the Disapproved PTR Matters, together with all survey matters set forth in the Surveys other than the Disapproved Survey Matters, shall collectively constitute the “Stub Period Title Matters”Permitted Exceptions.” Sellers shall have ten (10) which are not acceptable to Purchaser, Purchaser shall give written notice to Seller that it disapproves such Stub Period Title Matters (the “Stub Period Title Objections”) on or before the sooner to occur of three (3) Business Days calendar days after receipt of Buyer’s disapproval notice to elect to cure (by Disapproved Title Matter Endorsement or otherwise) at Sellers’ sole cost and expense any of the Disapproved Title Matters and to deliver written notice thereof of its election to Buyer. Notwithstanding the foregoing or any other language to the contrary in this Agreement, Sellers shall have no obligation to cure any Disapproved Title Matters, and the Closing. If Purchaser does not Sellers’ failure to deliver a any such election notice of Stub Period Title Objections, then Purchaser shall be deemed an election not to have approved cure any of the applicable Stub Period Disapproved Title Matters (other than the Stub Period Must Removes)Matters. If Purchaser delivers a notice of Stub Period Title ObjectionsBuyer shall then, Seller shall have within five (5) business days after receipt thereof thereafter, elect, by giving written notice to notify Purchaser that Seller will either Sellers and Escrow Holder, (ax) attempt to eliminate or cure such Stub Period Title Objections 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 at or prior to Closing, provided that Seller may extend the Closing for such period as required to effect such cure, but not beyond thirty (30) daysterminate this Agreement, or (by) elect not to cause waive its disapproval of any such Stub Period Disapproved Title Objections Matters (and such Disapproved Title Matters shall then be deemed to be removed; provided, however, that Seller Permitted Exceptions). Buyer’s failure to give such notice shall be obligated deemed an election to remove, at no cost or expense to 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 within said five (5) day period, Purchaser shall have three (3) Business Days in 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 . (iv) Notwithstanding anything in this Agreement is terminated pursuant to the foregoing provisions of this paragraph, neither party will have any further rights or obligations hereunder (except for any obligations which are expressly stated to survive the termination hereof)contrary, the Exxxxxx Money shall be 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 (3Buyer Contingency set forth in this Section 3(a) 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 ClosingDue 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 refund Close of Escrow, discloses to Buyer or any Seller a new exception not directly attributable to Buyer, or materially amends any exception previously approved by Buyer, or materially amends the excessterms 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 anySellers elect to cure such Disapproved Title Matters, the Close of Escrow shall be extended appropriately (xbut in no event beyond August 15, 2011) any adjustment to 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 Purchase Price attributable to the Stub Period Title Objections over (y) the actual costs incurred in connection with the cure of the sameDue Diligence Expiration Date.

Title and Survey. (a) As promptly as practicable following the Effective Date of this Agreement, Seller has delivered shall arrange, at Seller's expense, for the Title Company to prepare and deliver to Seller and Purchaser a preliminary owner's title commitment issued to Purchaser copies of: with respect to the Property (1) "Title Commitment"). Seller also shall cause the Title Commitment; (2) Company to deliver copies of all documents relating to title exceptions referred to in the Title Commitment; and (3) the Survey Purchaser hereby acknowledges that Purchaser has approved all matters set forth recorded instruments referenced in the Title Commitment to Seller and Survey, and such matters are deemed Permitted Encumbrances. (b) As soon as is reasonably practicable (and in any event at least twenty (20) days) prior to ClosingPurchaser. Promptly after the Effective Date, Seller shall cause 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 Survey available to be certified Purchaser promptly after Seller's receipt thereof. Purchaser shall have until the date which is five (5) Business Days prior to Purchaser, Purchaser’s lender and the end of the Inspection Period to give written notice (the "First Title Notice") to Seller's Counsel of such objections as Purchaser may have to any exceptions to title disclosed in the Title Company 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 updated to reflect a date not earlier than ninety (90) days prior to the Closing Date. , Purchaser may give written notice (ca "Subsequent Title Notice") All costs incurred 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 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. Within five (5) Business Days after receipt of any Subsequent Title 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 to have elected not to attempt to cure the objections (other than Monetary Objections) set forth in the First Title Notice or such Subsequent Title 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 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, if Seller elects, or is deemed to have elected, not to cure any exceptions to title searches 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 preparation without reduction of the Purchase Price, (ii) if such exceptions are matters first appearing of record or first disclosed by any Survey or updated Title Commitment on or after the Effective Date of the Title Commitment, and all title premiums for an extended coverage title policy to terminate this Agreement, or (including all costs of endorsements requested by Purchaseriii) 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 to be removed, at Seller’s sole cost and expense, any exception for (1) mechanics’ and materialmen’s liens caused by Seller or its agents, (2) liens relating to past due taxes with respect to the Property, (3) liens or other title exceptions resulting solely from acts of Seller or its agents occurring on or after the date of terminate this Agreement or (4) other liens or encumbrances which secure other monetary obligations or (5) any Stub Period Title Matters knowingly or intentionally caused by Seller (collectively, the “Stub Period Must Removes”). If Purchaser becomes aware of any updates to the Title Commitment or Survey disclosed after the expiration of the Due Diligence Period (and not included in the Title Commitment (the “Stub Period Title Matters”) which are not acceptable to Purchaser, Purchaser shall give written notice to Seller that it disapproves such Stub Period Title Matters (the “Stub Period Title Objections”) on or before the sooner to occur of within three (3) Business Days after receipt of written notice thereof and from Seller either of the Closing. If Purchaser does election of Seller not deliver a notice to attempt to cure any objection or of Stub Period Title Objectionsthe determination of Seller, then Purchaser shall be 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 approved elected not to attempt to cure such objections (and upon any such termination under clause (ii) or (iii) above, Escrow Agent shall return the applicable Stub Period Title Matters (other than the Stub Period Must RemovesXxxxxxx Money to Purchaser). If necessary, the Closing Date shall be extended to permit Purchaser delivers a notice and Seller the opportunity to avail themselves of Stub Period Title Objectionsthe entire response periods set forth hereinabove. Notwithstanding anything to the contrary contained elsewhere in this Agreement, Seller shall have five (5) days after receipt thereof be obligated to notify Purchaser that Seller will either (a) attempt to eliminate cure or cure such Stub Period Title satisfy all Monetary Objections 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 at or prior to Closing, provided that Seller and may extend use the proceeds of the Purchase Price at Closing for such period as required purpose. All exceptions to effect such cure, but not beyond thirty (30) days, title in the Title Commitment or (b) elect not the Survey 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 Purchaser, the Stub Period Must Removes. If Seller gives which Purchaser notice under clause (b) above or fails to respond object in accordance with this Section 3.4, and all exceptions to Purchaser’s notice of Stub Period title in the Title Objections within said five Commitment or the Survey which Purchaser elects (5or is deemed to have elected) day period, Purchaser shall have three (3) Business Days in which to notify Seller that Purchaser will either waive such objections and proceed with the purchase and take accept title to the applicable Property subject to such Stub Period Title Objections with no adjustment to the Purchase Priceto, 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 paragraph, neither party will have any further rights or obligations hereunder (except for any obligations which are expressly stated to survive the termination hereof), the Exxxxxx Money shall be 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 (3) Business Day period, Purchaser shall be deemed to have elected to waive such Stub Period Title Objections. be added to, be a part of, 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 adjustment to the Purchase Price attributable to the Stub Period Title Objections over (y) the actual costs incurred in connection with the cure of the sameincluded as "Permitted Exceptions".