Common use of Title and Survey Clause in Contracts

Title and Survey. Section 3.01. Haverty has heretofore furnished to Purchaser commitments from the Title Company to issue to Purchaser or its designee at Closing extended coverage ALTA Owner’s Title Policies (the “Owner’s Title Policy”) in the amount of the Purchase Price for each Project, naming Purchaser as the proposed insured, which commitments obligate the Title Company to insure fee simple title to each of the Projects subject only to the Permitted Exceptions set forth in Exhibit “B” attached hereto (and in no event the standard exceptions which are capable of deletion), which commitments hereby are in form and substance reasonably acceptable to Purchaser. Haverty has also heretofore furnished to Purchaser commitments from the Title Company to provide to Lender ALTA Loan Policies (the “Mortgage Title Policy”) with coverage amounts for each Project equaling in the aggregate the amount of the loan to be obtained by Purchaser to acquire the Projects and otherwise shall be in form and substance reasonably acceptable to Lender. Section 3.02. Haverty shall deliver to Purchaser the Surveys in form and substance satisfactory to Purchaser and to Lender (the “Surveys”). Section 3.03. The property information and all other information, other than matters of public record or matters generally known to the public, furnished to, or obtained through inspection of the Projects by, Purchaser, its affiliates, lenders, employees, attorneys, accountants and other professionals or agents relating to the Projects, will be treated by Purchaser, its affiliates, lenders, employees, agents, and current and prospective investors as confidential, and Purchaser shall take commercially reasonable steps, except as required by law, not to disclose such information other than on a need-to-know basis and to Purchaser's consultants who agree to take commercially reasonable steps not to disclose such information, and will be returned to Haverty by Purchaser if the Closing does not occur. The confidentiality provisions of this Section 3.03 shall not apply to any disclosures made by Purchaser as required by law, by court order, or in connection with any subpoena served upon Purchaser; provided Purchaser shall provide Haverty with written notice before making any such disclosure.

Title and Survey. Section 3.01. Haverty has heretofore furnished to Purchaser commitments from shall obtain a commitment for title insurance on the Title Company to issue to Purchaser or its designee at Closing extended coverage ALTA Owner’s Title Policies Land (the “Owner’s Title PolicyCommitment”) issued by Chicago Title Insurance Company (the “Title Company”), together with copies of all items shown as exceptions to title therein, and may obtain a survey of the Land and Improvements (the “Survey”), which if it is to be obtained, shall be prepared by a surveyor selected by Purchaser. Purchaser shall provide written notice to Seller of any matters shown by the Title Commitment or Survey (“Title and Survey Matters”) which are not satisfactory to Purchaser (“Title Notice”). Seller shall be obligated (i) to cure on or before Closing all title and Survey matters of a monetary nature affecting the Property, including all security deeds, mortgages, financing statements, and similar financial instruments, all mechanic’s and materialmen’s liens, judgments, FiFas, tax liens, unpaid real and/or personal property taxes, public or private assessments and all broker’s and surveyor’s liens and other liens for the payment of services or commissions (collectively, “Monetary Liens”), and (ii) to terminate all existing tenancies and rights to possession of the Property, including without limitation, (A) that certain Lease Agreement with respect to the Property dated as of May 26, 2006 as extended by that certain Lease Extension Agreement dated as of August 22, 2007 (the “2006 Lease”), said 2006 Lease having been assigned to Gxxxxx County Health Care, LLC effective on October 31, 2007, an affiliate of the Purchaser which currently operates the Facility, and which 2006 Lease is scheduled to expire on June 30, 2016, and (B) that certain lease agreement executed on August 18, 2015 with respect to the Property, by and between Global Healthcare REIT, Inc. and another independent nursing home operator, C. Xxxx Management, LLC (the “August 18, 2015 Lease”) as disclosed in the amount of Form 10-K filed by Global with the SEC on April 15, 2016. Notwithstanding, Seller shall not be responsible for Monetary Liens or other title defects caused by Purchaser’s failure to comply with Purchaser’s affiliate’s obligations under the 2006 Lease. Purchaser’s right with respect to those Title and Survey Matters which Seller fails to cure, shall be either to elect on or before Closing to waive such objections, to deduct from the Purchase Price for each Projectat Closing the amount necessary to satisfy any Monetary Liens, naming Purchaser as the proposed insuredor to terminate this Agreement by written notice to Seller, which commitments obligate the Title Company to insure fee simple title to each of the Projects subject only to the Permitted Exceptions set forth in Exhibit “B” attached hereto (and in no event the standard exceptions which are capable of deletion), which commitments hereby are in form and substance reasonably acceptable whereupon all Exxxxxx Money shall be returned to Purchaser. Haverty has also heretofore furnished Seller shall not, without the prior express written consent of Purchaser, encumber, pledge or assign the Property or any right or interest therein or thereto or grant any easement, lien, or encumbrance thereon, or seek to Purchaser commitments from the Title Company to provide to Lender ALTA Loan Policies (the “Mortgage Title Policy”) do, or enter into discussions with coverage amounts for each Project equaling in the aggregate the amount respect to, any of the loan to be obtained by Purchaser to acquire foregoing after the Projects and otherwise shall be in form and substance reasonably acceptable to LenderEffective Date. Section 3.02. Haverty shall deliver to Purchaser the Surveys in form and substance satisfactory to Purchaser and to Lender (the “Surveys”). Section 3.03. The property information and all other information, other than matters of public record or matters generally known to the public, furnished to, or obtained through inspection of the Projects by, Purchaser, its affiliates, lenders, employees, attorneys, accountants and other professionals or agents relating to the Projects, will be treated by Purchaser, its affiliates, lenders, employees, agents, and current and prospective investors as confidential, and Purchaser shall take commercially reasonable steps, except as required by law, not to disclose such information other than on a need-to-know basis and to Purchaser's consultants who agree to take commercially reasonable steps not to disclose such information, and will be returned to Haverty by Purchaser if the Closing does not occur. The confidentiality provisions of this Section 3.03 shall not apply to any disclosures made by Purchaser as required by law, by court order, or in connection with any subpoena served upon Purchaser; provided Purchaser shall provide Haverty with written notice before making any such disclosure.

Title and Survey. Section 3.01. Haverty has heretofore (i) Seller shall have furnished to Purchaser, the Title Insurer and such other parties as Purchaser shall designate, and Purchaser shall have approved in writing on or prior to the sixth (6th) Business Day following Purchaser’s receipt of the Survey for such Facility Site, a Survey for each Facility Site, showing each such Facility Site to be subject to no encroachments, violations of any exceptions to title, violations of any applicable zoning codes, matters indicating rights of third parties, the failure of a Property to abut upon and to have direct vehicular and pedestrian access for ingress and egress to and from a physically open and dedicated street (or in the case only of the Xxxxx Harbor, Indiana Facility Site, such access provided to all of the property indirectly pursuant to an appurtenant insured easement by way of a physically open public or private drive) or other adverse matters that are reasonably unacceptable to Purchaser (including floodplains or wetlands, but excluding the encroachment at the Middletown, Ohio Facility Site referenced on Schedule 3.10), except for such matters, that when considered individually or in the aggregate, are not material and adverse to the operation or use of the Facility Site. (ii) For each Facility Site, Seller shall have furnished to Purchaser commitments a Title Commitment and a copy of each document to which reference is made in such Title Commitment. If any Title Commitment discloses exceptions to title other than the Permitted Real Property Title Exceptions and liens or encumbrances of a definite or ascertainable amount which can be removed by the payment of money at Closing in an amount not in excess of the amount to be paid by Purchaser hereunder on the Closing Date, which Seller shall so remove on or before the Closing Date, Seller shall have until Closing to have such exceptions removed from the Title Company Commitment and provide evidence thereof to Purchaser. On the Closing Date, for each Facility Site, Seller shall cause the Title Insurer to issue an owner’s title insurance policy pursuant to Purchaser or its designee at Closing extended coverage ALTA Owner’s Title Policies (the “Owner’s Title Policy”) and in the amount of the Purchase Price for each Project, naming Purchaser as the proposed insured, which commitments obligate accordance with the Title Company to insure Commitment (including all endorsements) insuring fee simple title to each the Real Property in the Purchaser as of the Projects Closing Date, subject only to the Permitted Real Property Title Exceptions set forth in Exhibit “B” attached hereto (and in no event the standard such other exceptions which are capable of deletion), which commitments hereby are in form and substance reasonably acceptable to Purchaser. Haverty has also heretofore furnished to as Purchaser commitments from the Title Company to provide to Lender ALTA Loan Policies (the “Mortgage Title Policy”) with coverage amounts for each Project equaling in the aggregate the amount of the loan to be obtained by Purchaser to acquire the Projects and otherwise shall be in form and substance reasonably acceptable to Lendermay approve. Section 3.02. Haverty shall deliver to Purchaser the Surveys in form and substance satisfactory to Purchaser and to Lender (the “Surveys”). Section 3.03. The property information and all other information, other than matters of public record or matters generally known to the public, furnished to, or obtained through inspection of the Projects by, Purchaser, its affiliates, lenders, employees, attorneys, accountants and other professionals or agents relating to the Projects, will be treated by Purchaser, its affiliates, lenders, employees, agents, and current and prospective investors as confidential, and Purchaser shall take commercially reasonable steps, except as required by law, not to disclose such information other than on a need-to-know basis and to Purchaser's consultants who agree to take commercially reasonable steps not to disclose such information, and will be returned to Haverty by Purchaser if the Closing does not occur. The confidentiality provisions of this Section 3.03 shall not apply to any disclosures made by Purchaser as required by law, by court order, or in connection with any subpoena served upon Purchaser; provided Purchaser shall provide Haverty with written notice before making any such disclosure.

Title and Survey. (i) Except for Permitted Title Exceptions (as defined in this Section 3.011112(a)), any encumbrances imposed pursuant to the Specified Permits and Approvals process, and such other matters as OVG shall cause or otherwise approve in writing, including but not limited to any encumbrances approved pursuant to Section 1821, OVG shall lease the Premises pursuant to the terms and conditions of the Lease Agreement, free and clear of (A) possession by others; (B) liens, encumbrances, covenants, assessments, easements, leases, licenses, or other use agreements, but subject to the exclusives described in Section 1821(f) and the existing leases and use agreements, to the extent that they continue pursuant to the terms of Sections 1011(c) and 2320(h); and (C) delinquent charges and assessments. (ii) Within five (5) business days after the completion of the Subdivision Action (the “Title Review Commencement Date”), OVG shall, at its sole cost and expense: (A) order an ALTA/NSPS survey of the Premises (the “Survey”) by a licensed surveyor or registered professional engineer; and (B) cause Chicago Title Insurance Company (the “Title Company”) to prepare and furnish an updated commitment for title insurance (the “Title Commitment”) for the Premises to OVG and City, together with copies of all instruments referred to thereon as exceptions to title. Haverty The Survey (and all related survey certificatiDRAFT ons) shall be addressed to both OVG and City. OVG shall deliver two (2) originals of the Survey to City promptly upon receipt thereof by OVG. (iii) OVG shall have until the date that is twenty-one (21) days following OVG’s receipt of the draft Survey and Title Commitment (the “Title Objection Date”) to give City a written notice (the “Title Objection Notice”) that sets forth in reasonable detail any objections that OVG has heretofore furnished to Purchaser commitments title or survey matters affecting the Premises (the “OVG Title Objections”). If OVG fails to include an objection to any title or survey matter affecting the Premises in the Title Objection Notice, or if OVG fails timely to give City a Title Objection Notice, then any such matters shall be “Permitted Title Exceptions” and OVG shall have no further right to object to such matters. City shall have fourteen (14) days from its receipt of the Title Objection Notice (“City’s Title Election Period”) to give OVG notice as to whether City elects to cure the OVG Title Objections by the Lease Execution Date. If City fails to give OVG written notice of such election before the end of City’s Title Election Period, then City shall be deemed to have elected not to cure the OVG Title Objections. If City elects or is deemed to have elected not to cure any one or more of the OVG Title Objections, then such OVG Title Objections shall constitute Permitted Title Exceptions, and OVG shall have fourteen (14) days from City’s Title Election Period (“OVG’s Title Termination Period”) to determine whether to take title to the Premises subject to such matters or to terminate this MOU upon notice to City. If OVG fails to give City written notice of termination before the end of OVG’s Title Termination Period, then OVG shall be deemed to have waived the OVG Title Objections and, as of the Lease Execution Date, to have assumed all risk, liability, and cost associated with the same. If City elects to cure any one or more of such OVG Title Objections, then City shall have until ten (10) business days prior to the Lease Execution Date to cure the same. (iv) If, after the Title Objection Date but before the Lease Execution Date, OVG first receives an update of the Title Commitment that takes exception for matters that are not Permitted Title Exceptions, that are not caused or approved by OVG, and that can reasonably be expected to materially and adversely affect the development of the Premises, then OVG shall have the right to give City a written notice (a “OVG Intervening Title Objection Notice”) that sets forth such matters in reasonable detail (“OVG Intervening Title Objections”); provided, however, that: (A) any OVG 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 City within fifteen (15) business days after OVG receives the same (but in no event later than the Lease Execution Date), and (B) OVG shall have no right to give a OVG Intervening Title Objection Notice with respect to any matters disclosed to OVG in writing prior to the Title Objection Date. If OVG fails to include an objection to any intervening title or survey matter affecting the Premises as of the effective date of the updated Title Commitment in a OVG Intervening Title Objection Notice, or if OVG fails timely to give City a OVG Intervening Title Objection Notice, then any such matters shall be Permitted Title Exceptions, and OVG shall have no further right to object to such matters. City shall have fourteen (14) days from its receipt of a OVG Intervening Title Objection Notice (“City’s Additional Title Election Period”) to give OVG a written notice (“City’s Intervening Title Notice”) that identifies the OVG Intervening Title Objections, if any, that City will cure by the Lease Execution Date, the City having no obligation to cure. If City does not give City’s Intervening Title Notice by the end of City’s Additional Title Election Period, then City shall be deemed to have elected not to cure the matters set forth in the applicable OVG Intervening Title Election Notice. Any OVG Intervening Title Objections thatDRAFT are not identified in a City’s Intervening Title Notice as matters that City will cure by Closing, or OVG Intervening Title Objections that City is deemed to have elected not to cure, shall constitute Permitted Title Exceptions, and OVG shall have until the earlier of (1) fifteen (15) business days after the expiration of City’s Additional Title Election Period and (2) the Lease Execution Date (the earlier of such dates, the “OVG Title Election Date”) to give City written notice that OVG elects either to waive the applicable OVG Intervening Title Objections or to terminate this MOU, and if OVG gives City a written termination notice by the OVG Title Election Date, this MOU shall terminate, and OVG and City shall have no further obligations or liabilities under this MOU. If OVG fails to give City such written notice of termination before the end of the OVG Title Election Date, then OVG shall be deemed to have waived the OVG Intervening Title Objections and assumed all risk, liability, and cost associated with the same. If OVG timely gives City a OVG Intervening Title Objection Notice in accordance with the above provisions and City elects to cure the OVG Intervening Title Objections, then (A) the OVG Intervening Title Objections that are identified in a City’s Intervening Title Notice as matters that City will cure by Closing shall not constitute Permitted Title Exceptions, and (B) City shall have until ten (10) business days prior to the Lease Execution Date cure such matters. (v) OVG shall be entitled to request that the Title Company provide such endorsements to issue to Purchaser OVG’s title insurance policy as OVG may reasonably require (including, without limitation, a subdivision endorsement), provided that such endorsements or its designee amendments shall be at Closing extended coverage ALTA Owner’s Title Policies (no cost to, and shall impose no additional liability on, City; provided further, however, that City shall execute for the “Owner’s Title Policy”) in the amount benefit of the Purchase Price for each Project, naming Purchaser as the proposed insured, which commitments obligate the Title Company to insure fee simple title to each of the Projects subject only to the Permitted Exceptions set forth in Exhibit “B” attached hereto (and in no event the standard exceptions which are capable of deletion), which commitments hereby are in form and substance reasonably acceptable to Purchaser. Haverty has also heretofore furnished to Purchaser commitments from the Title Company to provide to Lender ALTA Loan Policies (the “Mortgage Title Policy”) with coverage amounts for each Project equaling in the aggregate the amount of the loan to be obtained by Purchaser to acquire the Projects and otherwise shall be in form and substance reasonably acceptable to Lendera customary owner’s affidavit. Section 3.02. Haverty shall deliver to Purchaser the Surveys in form and substance satisfactory to Purchaser and to Lender (the “Surveys”). Section 3.03. The property information and all other information, other than matters of public record or matters generally known to the public, furnished to, or obtained through inspection of the Projects by, Purchaser, its affiliates, lenders, employees, attorneys, accountants and other professionals or agents relating to the Projects, will be treated by Purchaser, its affiliates, lenders, employees, agents, and current and prospective investors as confidential, and Purchaser shall take commercially reasonable steps, except as required by law, not to disclose such information other than on a need-to-know basis and to Purchaser's consultants who agree to take commercially reasonable steps not to disclose such information, and will be returned to Haverty by Purchaser if the Closing does not occur. The confidentiality provisions of this Section 3.03 shall not apply to any disclosures made by Purchaser as required by law, by court order, or in connection with any subpoena served upon Purchaser; provided Purchaser shall provide Haverty with written notice before making any such disclosure.

Title and Survey. Section 3.014.1 Seller, at its sole cost and expense, shall cause Chicago Title Insurance Company, 100 Xxxxx Xxxxx Xxxxxx, Chicago, Illinois, with a copy to 700 0xx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000, Attention: Mx. Haverty has heretofore furnished to Purchaser commitments from Xxxx Xxxxxx, Phone No.: 212/800-0000; Fax No.: 212/800-0000 (the “Title Company Company”) to issue to Purchaser or its designee at the Closing a 1970 ALTA extended coverage ALTA Ownerowner’s Title Policies title insurance policy (the “Owner’s Title Policy”revised 1984) in a form acceptable to Purchaser in the amount of the Purchase Price for each Project, naming Purchaser as the proposed insuredinsured thereunder, which commitments obligate the Title Company to shall insure good and marketable fee simple title to each of the Projects Land and the Improvements (the “Title Policy”), and shall show that the title to the Land and the Improvements held by Seller, is subject only to the Permitted Exceptions matters set forth in on Exhibit “B” B attached hereto and such other matters, if any, as shall be approved by Purchaser in writing (and in no event collectively, the standard exceptions which are capable of deletion“Permitted Exceptions”), and to issue endorsements deleting all Schedule B general exceptions contained in the Title Policy, an access endorsement, a tax lot endorsement, a 3.1 zoning endorsement (including parking), a contiguity endorsement, a survey accuracy endorsement, an environmental lien endorsement, a restrictive covenant endorsement, if applicable, and such other endorsements as Purchaser reasonably may require. Also, the Title Policy shall insure any and all easement parcels that benefit the Land and/or the Improvements as Purchaser shall designate. Seller shall be responsible for the payment of all costs necessary to remove any liens and other encumbrances secured by or affecting the Property, or any interest therein, other than the Permitted Exceptions. 4.2 If the Title Policy shall show that title to the Property is not in the condition required by Paragraph 4.1 hereof, Seller shall have ten (10) days (the “Cure Period”) in which commitments hereby are in form to remedy the defects of title shown thereon, or, if reasonably approved by Purchaser, to obtain, at Seller’s sole cost and substance reasonably acceptable to Purchaser. Haverty has also heretofore furnished to Purchaser commitments from expense, title insurance issued by the Title Company insuring over and against such defects and provide evidence reasonably satisfactory to provide Purchaser thereof. If Seller shall fail to Lender ALTA Loan Policies remedy such defects or obtain such title insurance, within the Cure Period, Purchaser shall have the option, exercisable within ten (10) days after the expiration of the Cure Period, to (a) accept the status of the title subject to such title defects, and proceed with this Agreement, (b) extend the Closing Date (as hereinafter defined) a reasonable period of time to give Seller an opportunity to comply with the terms hereof (at which time the options contained in this Paragraph 4.2 again shall be available to Purchaser) or (c) give written notice to Seller of Purchaser’s election to terminate this Agreement, receive a refund of the Exxxxxx Money, and, if such title defects shall have been caused by Seller and/or any of Seller’s Parties, be reimbursed for all reasonable out-of-pocket expenses incurred by Purchaser in connection with its proposed acquisition of the Property, and, upon such refund of the Exxxxxx Money and such reimbursement of the out-of-pocket expenses by Seller, if applicable, this Agreement and the rights and obligations hereunder of the parties shall terminate, whereupon no party hereto shall have any claim against the other by virtue of this Agreement, except as otherwise herein provided. If, however, the condition of title to the Property is not such as is required by Paragraph 4.1 hereof solely by reason of any liens or other obligations that were not created or incurred by acts or omissions of Purchaser, or those claiming by, through, or under Purchaser, and the amount of each of which is readily ascertainable, the subject transaction shall be consummated by application of such portion of the Purchase Price as may be necessary to discharge such obligations. 4.3 On March 4, 2005, Purchaser, at Seller’s sole cost and expense, ordered, from Certified Sxxxxx Xx. xx Xxxx Xxxxx, Xxxxxxxx (“Surveyor”), an update of the existing survey of the Property previously prepared by Surveyor and provided by Seller to Purchaser, which updated survey (the “Mortgage Title PolicySurvey”) with coverage amounts for each Project equaling in the aggregate the amount shall consist of a staked boundary survey of the loan to be obtained Property prepared in accordance with the “Minimum Standard Detail Requirements for A.L.T.A./A.C.S.M. Land Title Surveys” jointly established and adopted by ALTA and ACSM in 1999. Seller and Purchaser to acquire acknowledge that the Projects and otherwise shall be in form and substance reasonably acceptable to Lender. Section 3.02. Haverty shall deliver Surveyor has issued to Purchaser a proposal to prepare the Surveys in form Survey for a cost of between $2,800 and substance satisfactory to Purchaser and to Lender $3,200 (the “SurveysSurvey Cost Limit”). Section 3.03, a copy of which proposal Purchaser has provided to Seller. The property information and all other information, other than matters of public record or matters generally known to If the public, furnished to, or obtained through inspection actual cost of the Projects bySurvey shall exceed the Survey Cost Limit, Purchaserthen Seller must approve the same, its affiliates, lenders, employees, attorneys, accountants and other professionals or agents relating to the Projects, will be treated by Purchaser, its affiliates, lenders, employees, agents, and current and prospective investors as confidential, and Purchaser shall take commercially reasonable steps, except as required by law, not to disclose such information other than on a need-to-know basis and to Purchaser's consultants who agree to take commercially reasonable steps not to disclose such information, and will be returned to Haverty by Purchaser if the Closing does not occur. The confidentiality provisions of this Section 3.03 which approval shall not apply to any disclosures made by Purchaser as required by lawbe unreasonably withheld, by court order, conditioned or in connection with any subpoena served upon Purchaser; provided Purchaser shall provide Haverty with written notice before making any such disclosuredelayed.

Title and Survey. Section 3.01. Haverty has heretofore furnished At Closing, as a condition to Purchaser commitments from Contributor's obligations hereunder, the Title Company Partnership (with Contributor as a new general partner) shall have valid, marketable and insurable fee title to issue the Real Estate subject only to Purchaser the Space Leases and the Permitted Exceptions and same shall be available for Contributor's inspection. 6.1 Promptly following the execution of this Agreement, the Operating Partnership shall obtain and deliver to Contributor any survey of the Real Estate in the Operating Partnership's possession or its designee at Closing extended coverage ALTA Owner’s Title Policies control (the “Owner’s "Survey"); it being understood that Contributor may at its option obtain a new or updated survey; and Contributor shall apply to Chicago Title Policy”Insurance Company (the "Title Company") for a binding, irrevocable commitment for an ALTA Form B Fee Title Insurance Policy to be issued to Contributor (the "Title Commitment") in the amount of FOURTEEN MILLION FOUR HUNDRED FIVE THOUSAND DOLLARS ($14,405,000.00) effective as of the Purchase Price for each Projectdate of Closing, naming Purchaser as evidencing that the proposed insuredOperating Partnership owns and could, which commitments obligate if it so desired, convey valid and marketable fee title to the Real Estate, free and clear of all encumbrances except the Space Leases and Permitted Exceptions. 6.2 Within ten (10) days after Contributor's receipt of both the Title Company to insure fee simple title to each of the Projects subject only to the Permitted Exceptions set forth in Exhibit “B” attached hereto Commitment and Survey (and if obtained), but in no event later than the standard end of the Inspection Period, Contributor shall furnish the Operating Partnership with a schedule of (i) any liens, encumbrances or other title exceptions which are capable or state of deletion)facts shown on the Title Commitment or Survey, which commitments hereby are Contributor, in form its sole and substance reasonably acceptable to Purchaser. Haverty has also heretofore furnished to Purchaser commitments from the Title Company to provide to Lender ALTA Loan Policies (the “Mortgage Title Policy”) with coverage amounts for each Project equaling in the aggregate the amount of the loan to be obtained by Purchaser to acquire the Projects and otherwise shall be in form and substance reasonably acceptable to Lender. Section 3.02. Haverty shall deliver to Purchaser the Surveys in form and substance satisfactory to Purchaser and to Lender (the “Surveys”). Section 3.03. The property information and all other informationexclusive judgment, other than matters of public record or matters generally known to the public, furnished to, or obtained through inspection of the Projects by, Purchaser, its affiliates, lenders, employees, attorneys, accountants and other professionals or agents relating to the Projects, will be treated by Purchaser, its affiliates, lenders, employees, agents, and current and prospective investors as confidential, and Purchaser shall take commercially reasonable steps, except as required by law, not to disclose such information other than on a need-to-know basis and to Purchaser's consultants who agree to take commercially reasonable steps not to disclose such information, and will be returned to Haverty by Purchaser if the Closing does not occurapprove, finds unsatisfactory and (ii) any title company requirements which Contributor, in its sole and exclusive judgment, contends the Operating Partnership must satisfy for Contributor to become General Partner. The confidentiality provisions of this Section 3.03 shall not apply to any disclosures made by Purchaser as required by lawIn addition, by court order, or in connection with any subpoena served upon Purchaser; provided Purchaser shall provide Haverty with written notice before making any such disclosure.if Contributor has requested endorsements providing coverage for (a) a perimeter metes and bounds description and contiguity between the

Title and Survey. Section 3.01. Haverty has heretofore furnished to Purchaser commitments from 4.2.1 Within thirty (30) days following the Contract Date ("Title Objection Period"), MRP shall cause (a) the Title Company to issue and deliver to Purchaser or its designee at Closing extended coverage MRP a commitment for an ALTA Owner’s 's Policy of Title Policies Insurance ("Title Commitment") for the Company Parcel (and affirmatively insuring the Company's rights under the REA and any other easements appurtenant to the Property, as part of the insured legal description of the property insured thereunder) naming the Company as the insured, and (b) a survey ("Survey") to be performed of the Company Parcel (based upon the projected boundaries as shown on Exhibit A) in accordance with the Survey Standards. Promptly after receipt, MRP shall deliver a copy of the Title Commitment and the Survey to FRP. Prior to the expiration of the Title Objection Period, MRP shall notify FRP in writing (the “Owner’s "Title Policy”Objection Notice") of any matter set forth on the Title Commitment or Survey (other than matters described on Schedule 1.1.68) that in the amount MRP's reasonable judgment materially and adversely impacts development of the Purchase Price Company Parcel in accordance with this Agreement (each such matter, an "Objection"). All matters existing as of the date of the Title Commitment and not addressed in MRP's Title Objection Notice (other than the Objections FRP is obligated to cure or has elected to cure pursuant to this Section 4.2), shall constitute Permitted Exceptions. Within five (5) Business Days following receipt of the Title Objection Notice, FRP shall notify MRP in writing (the "Title Response Notice") which Objections FRP elects to cure at or before the Closing. 4.2.2 Notwithstanding anything to the contrary contained in Section 4.2.1, FRP shall be obligated to cause the release or removal of, at or before the Closing (i)any mortgage lien encumbering the Company Parcel, (ii)any mechanics' lien or materialmen's lien encumbering the Company Parcel except to the extent attributable to work performed for each ProjectMRP, naming Purchaser as the proposed insuredand (iii)any judgment lien, tax lien (other than taxes not yet due and payable) or other lien securing a monetary amount, which commitments obligate encumbers the Company Parcel and is capable of being removed by the payment of a liquidated sum of money (the items referenced in clauses (i)-(iii) being referred to collectively as "Monetary Encumbrances"). Subject to MRP's approval, which will not be unreasonably withheld, conditioned or delayed, FRP may provide affirmative title insurance to insure over any Objection as a sufficient cure of such Objection. 4.2.3 In the event that FRP fails to respond to MRP's Objections, if any, pursuant to the Title Company Response Notice by the date that is five (5) Business Days following receipt of the Title Objection Notice, FRP shall be conclusively deemed to insure fee simple have elected not to cure such Objections, other than those FRP is obligated to cure pursuant to Section 4.2.2. If FRP does not agree to cure such Objections, then during the five (5) Business Day period following MRP's receipt of the Title Response Notice (or if FRP fails to respond to MRP's Objections, within five (5) Business Days after the outside date for the Title Response Notice), MRP shall have the right to terminate this Agreement by written notice to FRP. If MRP fails to so terminate this Agreement, then any Objections which FRP has not agreed to cure (excluding Monetary Encumbrances, which must be cured by FRP) shall constitute Permitted Exceptions. Upon any such termination, (i) this Agreement shall be of no further force and effect, (ii) neither party shall have any further rights, obligations or liabilities to the other party other than those that expressly survive termination of this Agreement, and (iii) Section 11.3 shall apply. If FRP indicates that it will cure one or more Objections in its Title Response Notice, the same shall constitute FRP's unconditional covenant to cure such Objection on or before the Closing Date in accordance with the requirements of Section 4.2.2 or Section 4.2.4 hereof, as applicable. 4.2.4 If after expiration of the Title Objection Period and prior to Closing, any update of the Title Commitment shall disclose any matter ("New Title Matter") affecting title to each the Company Parcel that (i) first arose or was recorded after the date of the Projects subject only Title Commitment, (ii) is not a Permitted Exception, and (iii) is not otherwise expressly permitted under this Agreement or caused by MRP or any MRP Representatives, then MRP shall promptly notify FRP of any such New Title Matter and FRP shall be obligated to cure the Permitted Exceptions set forth in Exhibit “B” attached hereto same at or before Closing; provided that FRP shall have the right to extend the Closing for a period not to exceed sixty (and in no event the standard exceptions which are capable of deletion), which commitments hereby are in form and substance reasonably acceptable to Purchaser. Haverty has also heretofore furnished to Purchaser commitments from the Title Company to provide to Lender ALTA Loan Policies (the “Mortgage Title Policy”60) with coverage amounts for each Project equaling days in the aggregate the amount of the loan if necessary to be obtained by Purchaser to acquire the Projects and otherwise shall be in form and substance reasonably acceptable to Lender. Section 3.02. Haverty shall deliver to Purchaser the Surveys in form and substance satisfactory to Purchaser and to Lender (the “Surveys”). Section 3.03effect such cure. The property information and all other information, other than matters of public record or matters generally known to the public, furnished to, or obtained through inspection of the Projects by, Purchaser, its affiliates, lenders, employees, attorneys, accountants and other professionals or agents relating to the Projects, will be treated by Purchaser, its affiliates, lenders, employees, agents, and current and prospective investors as confidential, and Purchaser shall take commercially reasonable steps, except as required by law, not to disclose such information other than on a need-to-know basis and to Purchaser's consultants who agree to take commercially reasonable steps not to disclose such information, and will be returned to Haverty by Purchaser if the Closing does not occur. The confidentiality cure provisions of this Section 3.03 4.2.2 shall not apply to any disclosures Objection by MRP to a New Title Matter, with the same force and effect as if Section 4.2.2 were restated herein and made expressly applicable hereto. Except to the extent that MRP so notifies FRP of its Objection to any New Title Matter pursuant to this Section 4.2.4, any item reflected in any update of the Title Commitment shall be deemed to have been approved by Purchaser as required by lawMRP and shall be a Permitted Exception for all purposes under this Agreement. 4.2.5 If, by court orderon or before Closing, FRP fails to cure any Objection that FRP elects or is obligated to cure pursuant to Section 4.2.1 or Section 4.2.2, or FRP fails to cure any New Title Matter that FRP is obligated to cure pursuant to Section 4.2.4, then MRP may (i) waive such Objection or New Title Matter, in connection with any subpoena served upon Purchaser; provided Purchaser which event such waived Objection or New Title Matter shall provide Haverty with written notice before making any become a Permitted Exception for all purposes under this Agreement, (ii) extend the Closing for a period not to exceed sixty (60) days in the aggregate to allow FRP to effect the cure of such disclosureObligation or New Matter, or (iii) declare FRP in default under this Agreement and proceed to exercise MRP's rights under Section 11.2.

Title and Survey. Section 3.01. Haverty has heretofore furnished (a) Seller shall convey title to the Property to Purchaser commitments from subject to no exceptions other than the following (collectively, the “Permitted Exceptions”): (i) taxes not yet due and payable, (ii) all matters shown or raised on the Survey except those which are identified as Title-Survey Objections (as hereinafter defined) by Purchaser in accordance with Section 9(b) below and which Seller agrees to cure, (iii) any matters of record raised on the Commitment (as hereinafter defined) except those which are identified as Title-Survey Objections by Purchaser in accordance with Section 9(b) below and which Seller agrees to cure, (iv) zoning ordinances, building codes and all applicable laws affecting the Property, (v) the Leases and (vi) acts of Purchaser and those claiming by, through or under Purchaser. In no event shall a Seller Lien (defined below) be considered a Permitted Exception, it being agreed that Seller shall be obligated to remove same at its sole cost. (b) As soon as feasible following the Effective Date, Seller shall deliver to Purchaser the existing survey and Purchaser shall have the right to obtain, at Purchaser’s expense, a currently dated ALTA/NSPS Land Title Survey (2016 standards) of the Property (the “Survey”), and Purchaser shall obtain a title commitment for an ALTA 2006 extended coverage owner’s policy of title insurance for the Property prepared by the Title Company to issue to Purchaser or its designee at Closing extended coverage ALTA Owner’s Title Policies (the “Owner’s Title PolicyCommitment”), including copies of all documents and plats raised as exceptions therein. Purchaser may identify, in its sole and absolute discretion, any exceptions to title contained in the Commitment or Survey which are not acceptable to Purchaser (“Title-Survey Objections”) in by delivering written notice thereof to Seller no later than three (3) days prior to the amount expiration of the Purchase Price Inspection Period. The failure of Purchaser to timely deliver such notice to Seller shall constitute a waiver by Purchaser of the right to object to any title and survey matters existing as of the date of the Commitment and Survey, respectively. (c) Seller may elect but, except as provided below, shall not be obligated to remove or cause to be removed, or insured over, at its expense, any Title-Survey Objections, and shall be entitled to a reasonable adjournment of the Closing (not to exceed thirty (30) days) for each Project, naming Purchaser as the proposed insuredpurpose of such removal, which commitments obligate removal will be deemed effected by the issuance of title insurance eliminating or, if acceptable to Purchaser in its sole discretion, insuring against the effect of the Title-Survey Objections. Seller shall notify Purchaser whether Seller elects to remedy any Title-Survey Objections identified by Purchaser in accordance with Section 9(b) within three (3) days after receipt thereof. Seller shall be obligated to agree to cure any Title-Survey Objections which relate to mortgages, judgments and monetary liens of a definite ascertainable amount and created by, through or under Seller (collectively, “Seller Liens”), which Seller shall cure at Closing, as a covenant of Seller, including, without limitation, providing any mechanics’ lien affidavits required by the Title Company due to insure fee simple the ongoing construction at the Property by Seller. The failure of Seller to respond to Purchaser concerning any Title-Survey Objections shall be deemed an election by Seller to not cure the same. If Seller elects (or is deemed) to elect to not cure any Title-Survey Objections, Purchaser may elect to terminate this Agreement and receive the return of the Deposit by delivering written notice thereof to Seller and Escrow Agent prior to the expiration of the Inspection Period and the Deposit shall then be promptly returned to Purchaser by Escrow Agent. Failure by Purchaser to timely exercise such termination option shall be deemed an election by Purchaser to not terminate this Agreement. (d) At Closing, Seller shall convey title to each of the Projects Property to Purchaser, subject only to the Permitted Exceptions set forth in Exhibit “B” attached hereto (and in no event the standard exceptions which are capable of deletion), which commitments hereby are in form and substance reasonably acceptable to Purchaser. Haverty has also heretofore furnished to Purchaser commitments from the Title Company to provide to Lender ALTA Loan Policies (the “Mortgage Title Policy”) with coverage amounts for each Project equaling in the aggregate the amount of the loan to be obtained by Purchaser to acquire the Projects and otherwise shall be in form and substance reasonably acceptable to LenderExceptions. Section 3.02. Haverty shall deliver to Purchaser the Surveys in form and substance satisfactory to Purchaser and to Lender (the “Surveys”). Section 3.03. The property information and all other information, other than matters of public record or matters generally known to the public, furnished to, or obtained through inspection of the Projects by, Purchaser, its affiliates, lenders, employees, attorneys, accountants and other professionals or agents relating to the Projects, will be treated by Purchaser, its affiliates, lenders, employees, agents, and current and prospective investors as confidential, and Purchaser shall take commercially reasonable steps, except as required by law, not to disclose such information other than on a need-to-know basis and to Purchaser's consultants who agree to take commercially reasonable steps not to disclose such information, and will be returned to Haverty by Purchaser if the Closing does not occur. The confidentiality provisions of this Section 3.03 shall not apply to any disclosures made by Purchaser as required by law, by court order, or in connection with any subpoena served upon Purchaser; provided Purchaser shall provide Haverty with written notice before making any such disclosure.

Title and Survey. Section 3.01(a) Within fifteen (15) business days after the Exercise Notice, ASDSC shall cause Commonwealth Land Title Company, 5847 San Felipe, Suite 4000, Houston, Texas, Attn: Paige Xxxxxx (the "Title Company"), to deliver xx Xxxxxxxxx, xx ASDSC's expense, a current owner'x xxxxx insurance commitment (the "Commitment") naming Kellstrom as the intended insured, which shall xxxx XXXSC to be vested with and ASDSC shall convey to Kellstrom, good, marketable and insurable fee xxxxxx xxtle to the Realty, free and clear of all liens and encumbrances, except the following (the "Permitted Exceptions"): (i) Ad valorem real estate taxes for 2000 and subsequent years, which at the time of Closing shall not yet be due and payable; (ii) All matters shown on Schedule B, Item 9 of the Commonwealth Land Title Insurance Company Commitment with an effective date of October 8, 2000 and G.F. No. Haverty has heretofore furnished 0084136 (the "October Commitment"); (iii) Matters set forth in this Letter Agreement; (iv) Matters to Purchaser commitments from be satisfied by ASDSC at or before the Closing of this transaction; and (v) Any other matters acceptable to Kellstrom. (b) Within fifteen (15) business days xxxxx xxx Exercise Notice, Kellstrom may obtain, at Kellstrom's expense, an xxxxxx of the Survey ox xxx Xxxxxy (the "Updated Survey"). The Commitment to be delivered by the Title Company to issue Kellstrom shall show title to Purchaser the Realty to be vested in ASDSC subjexx xxxx xo the Permitted Exceptions. If Kellstrom finds title to be defective (but only to the extent not dixxxxxxx xn the October Commitment) or its designee at Closing extended coverage ALTA Owner’s Title Policies (if the “Owner’s Title Policy”) Updated Survey discloses any encroachment in the amount Realty or that improvements located on the Realty encroach on setback lines, easements, lands of the Purchase Price for each Projectothers or violate any restrictions, naming Purchaser as the proposed insured, which commitments obligate provisions of this Letter Agreement or applicable governmental regulations (and provided that the Title Company cannot provide affirmative insurance as to insure fee simple such items; and provided further that such items were not disclosed on the Survey, Kellstrom shall, within ten (10) days after Kellstrom's receipt of txx Xxxxxxment and Updated Survey, notify ASDXX xx xxxxxng specifying the defect(s) and ASDSC shall cause such defects to be cured by the Closing Date or at Closing, including the bringing of lawsuits if necessary. ASDSC agrees to remove by payment, bonding, or otherwise any lien against the Property capable of removal by the payment of money or bonding. ASDSC shall execute appropriate documents at Closing as required for "gap coverage" by the title to each of the Projects subject only insurer to the Permitted Exceptions set forth in Exhibit “B” attached hereto (and in no event extent the standard exceptions which are capable of deletion), which commitments hereby are in form and substance reasonably acceptable to Purchaser. Haverty has also heretofore furnished to Purchaser commitments from the Title Company to title insurer can provide to Lender ALTA Loan Policies (the “Mortgage Title Policy”) with coverage amounts for each Project equaling in the aggregate the amount of the loan to be obtained by Purchaser to acquire the Projects and otherwise shall be in form and substance reasonably acceptable to Lendersuch gap coverage. Section 3.02. Haverty shall deliver to Purchaser the Surveys in form and substance satisfactory to Purchaser and to Lender (the “Surveys”). Section 3.03. The property information and all other information, other than matters of public record or matters generally known to the public, furnished to, or obtained through inspection of the Projects by, Purchaser, its affiliates, lenders, employees, attorneys, accountants and other professionals or agents relating to the Projects, will be treated by Purchaser, its affiliates, lenders, employees, agents, and current and prospective investors as confidential, and Purchaser shall take commercially reasonable steps, except as required by law, not to disclose such information other than on a need-to-know basis and to Purchaser's consultants who agree to take commercially reasonable steps not to disclose such information, and will be returned to Haverty by Purchaser if the Closing does not occur. The confidentiality provisions of this Section 3.03 shall not apply to any disclosures made by Purchaser as required by law, by court order, or in connection with any subpoena served upon Purchaser; provided Purchaser shall provide Haverty with written notice before making any such disclosure.

Title and Survey. Section 3.01Prior to the Effective Date, Purchaser has obtained an ALTA Preliminary Commitment for Owner’s Title Insurance (the “Title Commitment”) issued by Chicago Title Insurance Company (the “Title Company”) and a survey of the Property prepared by Precision Land Surveying as Job No. Haverty has heretofore furnished 405102TI1-WDG (the “Survey”) in order to satisfy itself as to the adequacy of title to the Property and sufficiency of the Survey. If at any time prior to the Closing Date, Purchaser commitments receives written notice from the Title Company of one or more exceptions to issue the title that did not appear on the Title Commitment and such new exceptions are not acceptable to Purchaser, in Purchaser’s sole discretion, Purchaser or its designee at Closing extended coverage ALTA Ownermay, within five (5) business days after receiving such notice from the Title Company, deliver to Seller written notice of Purchaser’s Title Policies objection thereto (the an “Owner’s Title PolicyObjection Notice”) in the amount and include with such notice copies of the Purchase Price for each Project, naming Purchaser as the proposed insured, which commitments obligate the Title Company documents related to insure fee simple title any such objection. Seller shall promptly undertake to each eliminate or cure any of the Projects subject only to the Permitted Exceptions matters set forth in Exhibit “B” attached hereto (and in no event the standard exceptions Objection Notice which are capable of deletion)(i) mortgages or related security documents or similar encumbrances given to secure indebtedness for money borrowed; (ii) any mechanic’s, labor or materialmen’s liens; or (iii) any other voluntary or involuntary encumbrances, including, without limitation, attachments, which commitments hereby are by their nature may be discharged by the payment of a specific sum of money, or bonding in form lieu thereof (collectively, “Monetary Encumbrances”). Seller, may, but shall not be obligated to, undertake to eliminate or cure the matters contained in the Objection Notice other than Monetary Encumbrances (“Non-Monetary Encumbrances”) to the satisfaction of Purchaser and substance reasonably acceptable the Title Company. Such Monetary Encumbrances, Non-Monetary Encumbrances which Seller undertakes to Purchaser. Haverty has also heretofore furnished eliminate or cure to the extent required herein, and any Non-Monetary Encumbrances caused by Seller after the date of the Title Commitment to which Purchaser objects shall be referred to herein collectively as “Seller’s Required Title Actions.” If, however, Seller gives written notice to Purchaser commitments from the Title Company to provide to Lender ALTA Loan Policies (the “Mortgage Title PolicySeller’s Response”) with coverage amounts for each Project equaling in within ten (10) business days after Seller’s timely receipt from Purchaser of an Objection Notice that Seller declines to cure or eliminate one or more of such Non-Monetary Encumbrances, Purchaser may, at Purchaser’s sole election, terminate this Agreement by written notice to Seller and the aggregate Escrow Agent given within five (5) business days of receipt of Seller’s Response whereupon the amount of Escrow Agent shall immediately and automatically repay the loan to be obtained by Purchaser to acquire the Projects and otherwise shall be in form and substance reasonably acceptable to Lender. Section 3.02. Haverty shall deliver Deposit, plus any accrued interest thereon, to Purchaser the Surveys in form and substance satisfactory to Purchaser and to Lender (the “Surveys”). Section 3.03. The property information and all other informationwithout demand, other than matters of public record deduction offset or matters generally known to the public, furnished todelay, or obtained through inspection any consent, approval, authorization or release from Seller, and the parties hereto shall thereafter have no further liabilities, rights or obligations under this Agreement except for those which expressly survive termination of the Projects by, Purchaser, its affiliates, lenders, employees, attorneys, accountants and other professionals or agents relating to the Projects, will be treated this Agreement. In lieu of such termination by Purchaser, its affiliatesif Seller does not elect to cure or eliminate any such Non-Monetary Encumbrances, lendersPurchaser may elect, employeesin Purchaser’s sole discretion, agentsto waive Purchaser’s objection thereto and accept such item as a Permitted Exception. If Seller shall fail to deliver a Seller’s Response to an Objection Notice in a timely manner, and current and prospective investors as confidential, and Seller shall be deemed to have elected to cure or eliminate all Non-Monetary Encumbrances set forth in the Objection Notice. If Purchaser shall take commercially reasonable steps, except as required by law, not fail to disclose such information other than on a need-to-know basis and give written notice to Seller of Purchaser's consultants who agree ’s election to take commercially reasonable steps not to disclose such information, and will be returned to Haverty by Purchaser if the Closing does not occur. The confidentiality provisions of terminate this Section 3.03 shall not apply Agreement or waive Purchaser’s objection to any disclosures made by Non-Monetary Encumbrance that Seller has declined to cure or eliminate (or has been deemed to decline to cure or eliminate) within five (5) business days after Seller’s Response or expiration of the period for Seller to provide Seller’s Response, Purchaser as required by lawshall be deemed to have elected to terminate this Agreement whereupon the Escrow Agent shall immediately and automatically repay the Deposit, by court orderplus any accrued interest thereon, to Purchaser without demand, deduction offset or delay, or in connection with any subpoena served upon Purchaser; provided Purchaser shall provide Haverty with written notice before making any such disclosureconsent, approval, authorization or release from Seller.

Title and Survey. Section 3.01(a) Within fifteen (15) business days after the Exercise Notice, ASDSC shall cause Commonwealth Land Title Company, 5847 Xxx Xxxxxx, Xxxxx 0000, Houston, Texas, Attn: Paigx Xxxxxx (xxe "Title Company"), to deliver to Kellxxxxx, xx ASDSC's expense, a current owner's title insurance commitment (the "Commitment") naming Kellxxxxx xx the intended insured, which shall show ASDSC to be vested with and ASDSC shall convey to Kellxxxxx, xxod, marketable and insurable fee simple title to the Realty, free and clear of all liens and encumbrances, except the following (the "Permitted Exceptions"): (i) Ad valorem real estate taxes for 2000 and subsequent years, which at the time of Closing shall not yet be due and payable; (ii) All matters shown on Schedule B, Item 9 of the Commonwealth Land Title Insurance Company Commitment with an effective date of October 8, 2000 and G.F. No. Haverty has heretofore furnished 0084136 (the "October Commitment"); (iii) Matters set forth in this Letter Agreement; (iv) Matters to Purchaser commitments from be satisfied by ASDSC at or before the Closing of this transaction; and (v) Any other matters acceptable to Kellxxxxx. (b) Within fifteen (15) business days after the Exercise Notice, Kellxxxxx xxx obtain, at Kellxxxxx'x xxxense, an update of the Survey of the Realty (the "Updated Survey"). The Commitment to be delivered by the Title Company to issue to Purchaser or its designee at Closing extended coverage ALTA Owner’s Title Policies (the “Owner’s Title Policy”) in the amount of the Purchase Price for each Project, naming Purchaser as the proposed insured, which commitments obligate the Title Company to insure fee simple Kellxxxxx xxxll show title to each of the Projects Realty to be vested in ASDSC subject only to the Permitted Exceptions set forth Exceptions. If Kellxxxxx xxxds title to be defective (but only to the extent not disclosed in Exhibit “B” attached hereto the October Commitment) or if the Updated Survey discloses any encroachment in the Realty or that improvements located on the Realty encroach on setback lines, easements, lands of others or violate any restrictions, provisions of this Letter Agreement or applicable governmental regulations (and in no event the standard exceptions which are capable of deletion), which commitments hereby are in form and substance reasonably acceptable to Purchaser. Haverty has also heretofore furnished to Purchaser commitments from provided that the Title Company cannot provide affirmative insurance as to provide to Lender ALTA Loan Policies such items; and provided further that such items were not disclosed on the Survey, Kellxxxxx xxxll, within ten (the “Mortgage Title Policy”10) with coverage amounts for each Project equaling in the aggregate the amount days after Kellxxxxx'x xxxeipt of the loan Commitment and Updated Survey, notify ASDSC in writing specifying the defect(s) and ASDSC shall cause such defects to be obtained cured by Purchaser the Closing Date or at Closing, including the bringing of lawsuits if necessary. ASDSC agrees to acquire remove by payment, bonding, or otherwise any lien against the Projects and otherwise Property capable of removal by the payment of money or bonding. ASDSC shall be in form and substance reasonably acceptable to Lender. Section 3.02. Haverty shall deliver to Purchaser execute appropriate documents at Closing as required for "gap coverage" by the Surveys in form and substance satisfactory to Purchaser and to Lender (the “Surveys”). Section 3.03. The property information and all other information, other than matters of public record or matters generally known title insurer to the public, furnished to, or obtained through inspection of extent the Projects by, Purchaser, its affiliates, lenders, employees, attorneys, accountants and other professionals or agents relating to the Projects, will be treated by Purchaser, its affiliates, lenders, employees, agents, and current and prospective investors as confidential, and Purchaser shall take commercially reasonable steps, except as required by law, not to disclose title insurer can provide such information other than on a need-to-know basis and to Purchaser's consultants who agree to take commercially reasonable steps not to disclose such information, and will be returned to Haverty by Purchaser if the Closing does not occur. The confidentiality provisions of this Section 3.03 shall not apply to any disclosures made by Purchaser as required by law, by court order, or in connection with any subpoena served upon Purchaser; provided Purchaser shall provide Haverty with written notice before making any such disclosuregap coverage.

Title and Survey. Section 3.01. Haverty has heretofore furnished Seller shall convey to Purchaser commitments at Closing marketable and insurable fee title to the Real Estate subject only to the Space Leases and the Permitted Exceptions. 7.1 Within thirty (30) days following the execution of this Agreement, Seller shall obtain at its sole cost and expense and deliver to Purchaser an updated XXXX xxxxx survey of the Real Estate and Improvements located on the Seller Parcels (the “Survey”). The Survey shall be in accordance with the 2011 Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys jointly established and adopted by ALTA and NSPS and shall be sufficient to cause removal of the general survey exception in the Title Commitment. The Survey shall included “Table A” items 1, 2, 3, 4, 6(b), 7(a), 7(b)(1), 7(c), 8, 9, 10(a), 11(a), 13, 14, 16, 17, 18, 19 and 20(a). Seller shall apply to Chicago Title Insurance Company (the “Title Company”) through their agent in Hartford, CT (Xxxxx Xxxxxxx) for a binding, irrevocable commitment for an ALTA 2006 Owner’s Title Insurance Policy to be issued to Purchaser (the “Title Commitment”) with respect to the Seller Parcels and any easement providing access to such Seller Parcels from public roads through the remainder of the Shopping Center (collectively, the “Access Easement”), in the amount of the Purchase Price, evidencing that Seller owns and can convey valid and marketable fee title to the Seller Parcels and that Purchaser and its successors and assigns shall have free right to use the Access Easement on the terms set forth in the Access Easement, free and clear of all encumbrances except the Space Leases and Permitted Exceptions. Seller shall deliver the Title Commitment, as well as copies of all underlying exception documents, no later than thirty (30) days following the Effective Date. The Survey shall be addressed to Chicago Title Insurance Company, Purchaser and Purchaser’s lender, if any. Any revisions requested by Purchaser or Purchaser’s lender to the Survey to add information not otherwise contained in the Survey as provided above shall be at Purchaser’s sole cost and expense. 7.2 Within five (5) business days after Purchaser's receipt of the last of the Title Commitment and the Survey, Purchaser shall provide Seller with its objections to any adverse matters reflected in the Title Commitment or Survey (the “Title Objections”). In addition, if Purchaser has requested endorsements providing coverage for (a) a perimeter metes and bounds description and contiguity between the parcels which comprise the Real Estate (if comprised of separate parcels) and between the Real Estate and public streets or (b) access from the Real Estate to a public street, or (c) extended coverage over the Title Company's general and/or preprinted exceptions, or (d) zoning with parking and loading dock coverage as provided in ALTA Zoning Endorsement 3.1, or (e) affirmative insurance that easements are not encroached upon by any structures on the Real Estate or that there are no violations of any restrictive covenants or agreements and that no future violation would cause any reversion of title, or (f) a survey endorsement, or (g) arbitration, or (h) separate tax parcel numbers, or (i) REM endorsement (items (a) through (i) are collectively referred to herein as the “Endorsements”), and the title company has refused to grant such coverages, Purchaser shall so inform Seller. 7.3 Seller at its option (but subject to Section 7.6) shall have a period of fifteen (15) days following receipt of Seller’s notice of Title Objections to remove, correct, cure or satisfy to Purchaser's satisfaction, any Title Objections. Seller shall not be required to remove any Title Objections, provided that notwithstanding the foregoing if any objection consists of a mortgage or other lien or encumbrance in a specified or readily ascertainable dollar amount, Seller shall be required to remove same as provided in Section 7.6. If Seller fails to remove at or prior to Closing any such mortgage or other lien or encumbrance as provided in Section 7.6, Purchaser may, but shall not be obligated to, close title subject to such mortgage , lien or encumbrance with an abatement of the Purchase Price in the amount required to remove same. For purposes of this Article 7, a deed of trust or similar instrument shall be deemed to be a mortgage. In the case of a mortgage affecting an Access Easement, Purchaser agrees that it will not be necessary for the mortgage to be released as to the servient estate burdened by the Access Easement, but that it will be sufficient for the lien of the mortgage to be unconditionally subordinated to the rights under the Access Easement, provided that the same is acceptable to the Title Company to issue insure access. Seller agrees that it will cause all standard or “preprinted” exceptions to be removed from the final policy at the applicable Seller’s expense, and all requirements shall be marked as satisfied, subject only to Approved Exceptions, and an exception for ad valorem taxes for calendar year 2012 and subsequent years (such modifications, as they may relate to the Real Estate, respectively, the “Policy Modifications”) 7.4 In the event that Seller is unable or (subject to its obligations with respect to mortgages, liens or encumbrances and Policy Modifications set forth herein) elects not, within said fifteen (15) day period, to remove, correct, cure or obtain endorsements (reasonably acceptable to Purchaser) as aforesaid (hereinafter called "title correction"), Purchaser shall have the right at its sole option either (a) to terminate this Agreement, in which event, the Deposit shall be returned to Purchaser, and following such return, neither party shall have any further liability hereunder (except for obligations which by their express terms survive termination), or (b) to accept such state of facts and such title as is disclosed by the Survey and Title Commitment without title correction thereby waiving any rights against Seller with respect thereto, in which case, such matters shall constitute Permitted Exceptions hereunder, provided that there shall nevertheless be an abatement for mortgages or other liens as above set forth, or (c) to extend said 15-day period to remove, correct, cure or satisfy such objection for an additional period of up to fifteen (15) days, at the end of which (if such objections remain unsatisfied) Purchaser shall elect either (a) or (b) above. Said initial election shall be made by Purchaser within ten (10) days following Purchaser's receipt of written notification by Seller that Seller has not been able to or will not obtain title correction. Purchaser shall be deemed to have waived its objections to any exceptions and other adverse title or survey matters reflected in the Title Commitment or Survey received by it if it fails to notify Seller of its objections to same within the Inspection Period, and any such matters shall constitute a part of the Permitted Exceptions. 7.5 In the event that Seller shall undertake title correction as aforesaid, and shall be successful, this Agreement shall continue in full force and effect and Purchaser shall close the transaction contemplated hereby in accordance with the terms hereof. In the event that Seller shall only be partially successful in obtaining title correction, Purchaser shall have the same alternative rights as Purchaser would have in the event Seller had declined to seek title correction (as set forth in the preceding paragraph of this Section). Purchaser shall make its election within ten (10) days after Purchaser's receipt of written notice from Seller to Purchaser of the extent to which title has been corrected. 7.6 If any title objection consists of a mortgage or its designee other lien of a specified or readily ascertainable dollar amount, Seller shall be required to remove the same by payment, by bonding, or causing the Title Company to insure over the same or otherwise, in each case to the reasonable satisfaction of Purchaser. 7.7 Seller shall pay at Closing extended on the Seller Parcels the premium and work charges due in connection with the issuance of a standard ALTA 2006 owner’s policy in favor of Purchaser providing coverage ALTA Owner’s Title Policies (the “Owner’s Title Policy”) in the amount of the Purchase Price for each Project, naming Purchaser as the proposed insured, which commitments obligate the Title Company to insure fee simple title to each of the Projects subject only to Seller Parcels being sold and with the Permitted Exceptions set forth in Exhibit “B” attached hereto (and in no event the standard exceptions which are capable of deletion), which commitments hereby are in form and substance reasonably acceptable to Purchaser. Haverty has also heretofore furnished to Purchaser commitments from the Title Company to provide to Lender ALTA Loan Policies (the “Mortgage Title Policy”) with coverage amounts for each Project equaling in the aggregate the amount of the loan to be obtained by Purchaser to acquire the Projects and otherwise shall be in form and substance reasonably acceptable to Lender. Section 3.02. Haverty shall deliver to Purchaser the Surveys in form and substance satisfactory to Purchaser and to Lender (the “Surveys”). Section 3.03. The property information and all other information, other than matters of public record or matters generally known to the public, furnished to, or obtained through inspection of the Projects by, Purchaser, its affiliates, lenders, employees, attorneys, accountants and other professionals or agents relating to the Projects, will be treated by Purchaser, its affiliates, lenders, employees, agents, and current and prospective investors as confidential, and Purchaser shall take commercially reasonable steps, except as required by law, not to disclose such information other than on a need-to-know basis and to Purchaser's consultants who agree to take commercially reasonable steps not to disclose such information, and will be returned to Haverty by Purchaser if the Closing does not occur. The confidentiality provisions of this Section 3.03 shall not apply to any disclosures made Policy Modifications requested by Purchaser as required by law, by court order, or well as the Endorsements. Purchaser shall be solely responsible for any additional premium due in connection with any subpoena served upon Purchaser; provided endorsements that Purchaser may request in addition to the Endorsements listed in Section 7.2. Seller shall provide Haverty be responsible for the premiums associated with written notice before making any such disclosurethe Endorsements.

Title and Survey. Section 3.01. Haverty has heretofore furnished (a) Not later than fifteen (15) days after the Effective Date, PMB shall, at PMB’s expense, deliver or caused to Purchaser commitments be delivered to Purchaser: (i) a current commitment for an Owner’s Policy of Title Insurance for the East Park Property from the Title Company issued to issue to Purchaser or its designee at Closing extended coverage ALTA Owner’s Title Policies City with a proposed insured amount of $250,000.00, (the “OwnerInsured Amount”) setting forth the state of title to the East Park Property together with any easements or restrictions (existing or created pursuant hereto) benefiting or burdening the East Park Property, together with all exceptions or conditions to such title; (ii) legible copies of all documents referenced in the Title Commitment that are available to the Title Company; (iii) any environmental or geotechnical studies or reports that Seller may have in its possession as of the Effective Date with respect to the Property; (iv) tax certificate(s) regarding the payment of ad valorem taxes for current and prior years; (v) the most recent survey and plat of the East Park Property that PMB has in PMB’s possession; and (vi) notices or other documents regarding any uncured violation of applicable laws, rules, regulations, codes or ordinances regarding the East Park Property, or relating to any actual or claimed existence, release or disposal of any toxic or hazardous substance or waste in, upon or affecting the Property, or relating to any pending or threatened litigation affecting the East Park Property. (b) If the survey provided by PMB pursuant to Section 3.1(a)(v) (if so provided), is determined by Title Company to be insufficient for purposes of obtaining a T-3 Survey Deletion endorsement to the Title Policy (as defined below), not later than thirty (30) days after the Effective Date, PMB, at PMB’s cost, will have a new survey (the “Survey”) of the Property prepared by a duly licensed Texas Registered Public Land Surveyor in a form sufficient to obtain a T-3 Survey Deletion endorsement issued with the Title Policy”) . The Survey shall be staked on the ground, and the plat shall show the location of all improvements, highways, streets, roads, railroads, rivers, creeks, or other water courses, fences, easements, and rights-of-way on or adjacent to the East Park Property, if any. The Survey shall contain the surveyor's certification that there are no encroachments on the East Park Property other than what are listed on the Title Commitment. The Survey shall set forth a metes and bounds description of the East Park Property. Upon approval of the Survey by City and the Title Company, the legal descriptions contained in the amount Survey shall be used by the Parties as the legal descriptions contained in the Special Warranty Deed and all other documents related to this Agreement without the necessity of amending this Agreement. PMB shall pay all costs and expenses in connection with the Survey and any survey modifications or certificates obtained by PMB in connection with the East Park Property, and such obligation of PMB shall survive any termination of this Agreement. (c) Not later than ten (10) days after City’s receipt of the Purchase Price last of the Survey and Title Commitment, City shall notify PMB and Title Company of any objections to the Survey or Title Commitment. If City states any such objections, PMB may, but shall not be required to attempt to satisfy them prior to Closing. If PMB delivers written notice to City not later than the tenth (10th) calendar day after PMB’s receipt of City’s objections that PMB is unable or unwilling to satisfy such objections, or if PMB does not deliver written notice to City prior to the expiration of such ten (10) day period stating that PMB will cure City’s objections, City may either (i) waive such objections and accept title as PMB is able to convey, in which event, all matters set forth on the Title Commitment and Survey shall be deemed to have been approved by City and shall constitute “Permitted Exceptions” for each Projectpurposes of this Agreement, naming Purchaser as the proposed insured, which commitments obligate or (ii) terminate this Agreement by written notice to PMB and the Title Company prior to insure fee simple title to each the expiration of the Projects subject only Inspection Period without further liability to the Permitted Exceptions set forth in Exhibit “B” attached hereto (and in no event the standard exceptions which are capable of deletion), which commitments hereby are in form and substance reasonably acceptable to Purchaser. Haverty has also heretofore furnished to Purchaser commitments from the Title Company to provide to Lender ALTA Loan Policies (the “Mortgage Title Policy”) with coverage amounts for each Project equaling in the aggregate the amount of the loan to be obtained by Purchaser to acquire the Projects and otherwise shall be in form and substance reasonably acceptable to Lender. Section 3.02. Haverty shall deliver to Purchaser the Surveys in form and substance satisfactory to Purchaser and to Lender (the “Surveys”). Section 3.03. The property information and all other information, other than matters of public record either City or matters generally known to the public, furnished to, or obtained through inspection of the Projects by, Purchaser, its affiliates, lenders, employees, attorneys, accountants and other professionals or agents relating to the Projects, will be treated by Purchaser, its affiliates, lenders, employees, agents, and current and prospective investors as confidential, and Purchaser shall take commercially reasonable stepsPMB, except as required by law, not to disclose such information other than on a need-to-know basis and to Purchaser's consultants who agree to take commercially reasonable steps not to disclose such information, and will be returned to Haverty by Purchaser if the Closing does not occur. The confidentiality provisions for obligations of PMB which survive termination of this Section 3.03 shall not apply to any disclosures made by Purchaser as required by law, by court order, or in connection with any subpoena served upon Purchaser; provided Purchaser shall provide Haverty with written notice before making any such disclosureAgreement.

Title and Survey. (a) No more than thirty (30) days after the date of this Lease, Lessor shall furnish to Lessee at Lessor's expense, a current ALTA 1992 Form B standard commitment for owner's policy of title insurance (the "Title Commitment"), issued by the Title Company, under which the Title Company shall agree to insure, in the name of Lessee and in the amount of $283,380.00, Lessee's leasehold interest in the demised premises. The Policy shall indicate that the demised premises shall be subject only to current general real estate taxes and special assessments not yet delinquent, to the Permitted Exceptions as described above in Section 3.012.1(b), and to such other rights-of-way, easements, agreements, restrictions, and minor exceptions to title which, in the reasonable judgment of Lessee, do not materially adversely affect the marketability of title or the usability of the Property for the purposes herein contemplated by Purchaser. Haverty has heretofore furnished to Purchaser commitments from In addition, Lessor shall cause the Title Company to issue endorsements in said Title Commitment covering the following: (1) an access endorsement insuring that there is direct and unencumbered access for automobiles and commercial vehicles to Purchaser and from the demised premises to physically open streets; (2) contiguity of all parcels comprising the demised premises and contiguity of the Property to physically open streets. (b) No more than thirty (30) days after the date of this Lease, Lessor shall furnish to Lessee, at Lessor's expense, a satisfactory survey of the demised premises, prepared and certified as of a date not more than sixty (60) days prior to the date of delivery to Lessee by an Illinois registered professional engineer or its designee at Closing extended coverage ALTA Owner’s Title Policies land surveyor reasonably acceptable to Lessee (the “Owner’s "Survey"), which: (1) is prepared in accordance with Minimum Standard Detail Requirements for Illinois Land Title Policy”Surveys for the benefit of Lessee and the Title Company; (2) in is accompanied by the amount preparer's certificate to such effect; (3) set forth the legal description of and acreage contained within the demised premises; (4) establishes that the size of the Purchase Price for each Projectdemised premises is approximately nineteen (19) acres; (5) establishes that there are no encroachments upon the demised premises from any adjacent property nor any encroachments upon any adjacent property from the demised premises; (6) shows the location of building lines, naming Purchaser as public and private right-of-way lines, all easements (whether recorded or visible), all existing means of access to and from public roads and highways, and all utility lines and easements therefor upon the proposed insureddemised premises; (7) bears the preparer's certificate that no part of the Property is located within any zone of a one hundred (100) year flood plain, which commitments obligate nor within or adjacent to any navigable waters under the jurisdiction of the Illinois Department of Natural Resources; (8) and must otherwise be in a form reasonably acceptable to Lessee. The Minimum Standard Detail Certificate shall run in favor of Lessee and the Title Company. The Survey shall be in a form and substance sufficient to permit the Title Company to insure fee simple title to each of the Projects subject only to the Permitted Exceptions set forth in Exhibit “B” attached hereto (and in no event the standard waive any exceptions which are capable of deletion), which commitments hereby are in form and substance reasonably acceptable to Purchaser. Haverty has also heretofore furnished to Purchaser commitments from the Title Company to provide to Lender ALTA Loan Policies (the “Mortgage Title Policy”) with coverage amounts for each Project equaling in the aggregate the amount of the loan to be obtained by Purchaser to acquire the Projects and otherwise shall be in form and substance reasonably acceptable to Lender. Section 3.02. Haverty shall deliver to Purchaser the Surveys in form and substance satisfactory to Purchaser and to Lender (the “Surveys”). Section 3.03. The property information and all other information, other than matters of public record or matters generally known to the public, furnished to, or obtained through inspection of the Projects by, Purchaser, its affiliates, lenders, employees, attorneys, accountants survey and other professionals or agents relating to the Projects, will matters which would be treated disclosed by Purchaser, its affiliates, lenders, employees, agents, a proper and current and prospective investors as confidential, and Purchaser shall take commercially reasonable steps, except as required by law, not to disclose such information other than on a need-to-know basis and to Purchaser's consultants who agree to take commercially reasonable steps not to disclose such information, and will be returned to Haverty by Purchaser if the Closing does not occur. The confidentiality provisions of this Section 3.03 shall not apply to any disclosures made by Purchaser as required by law, by court order, or in connection with any subpoena served upon Purchaser; provided Purchaser shall provide Haverty with written notice before making any such disclosurecorrect survey.

Title and Survey. Section 3.01. Haverty has heretofore furnished (a) Sellers shall obtain and deliver to Purchaser commitments within five (5) Business Days after the Effective Date: (i) a binding commitment for owner’s policy of title insurance (under the ALTA 2006 form) to be issued by the Title Company (the “Title Commitment”), committing to insure Purchaser’s good and marketable fee simple title to the Land; (ii) true, correct and complete copies of all documents described in the Title Commitment; and (iii) the existing survey of Property (the “Existing Survey”). The Title Commitment shall: (a) be in an amount equal to the Purchase Price; and (b) name Purchaser as the proposed insured. On or prior to the date which is five (5) days prior to the expiration of the Due Diligence Period, Purchaser, at its option and its sole expense, may request such additional endorsements as Purchaser or, its lender(s) may reasonably request (the “Requested Endorsements”) and shall obtain from the Title Company in writing on or prior to the expiration of the Due Diligence Period a list of the Requested Endorsements the Title Company shall issue to Purchaser or its designee at Closing extended coverage ALTA Owner’s Title Policies (the “OwnerGranted Endorsements”). The Title Policy (as defined herein) shall show no liens, mortgages, deeds of trust, security interests, pledges, charges, options, encroachments, easements, servitudes, covenants, leases, reservations or restrictions of any kind other than: (1) the lien of any mortgage or deed of trust executed by Purchaser in favor of Purchaser’s lender; (2) applicable zoning regulations and ordinances; (3) liens for taxes, assessments, and governmental charges not yet due and payable; (4) the exceptions which Purchaser elects to accept as described in Section 5(b) (the items described in the foregoing clauses (1) - (4) are collectively referred to herein as the “Permitted Exceptions”). (b) Purchaser agrees to notify Sellers in writing (the “Title PolicyObjection Notice”) of any objections to: (i) any exceptions appearing in any Title Commitment; and (ii) the Existing Survey and any updates thereto, no later than ten (10) days prior to the expiration of the Due Diligence Period. Within five (5) days following the Title Objection Notice, Sellers shall notify Purchaser either that it will eliminate from the Title Policy (or bond over any exceptions which can be cured by the payment of money) all such exceptions to which Purchaser has objected prior to the Closing Date or specifying which of such exceptions it will not eliminate. If Sellers agree to cure all exceptions to which Purchaser has objected or if Purchaser subsequently elects to accept any such exceptions and continue this Agreement, Purchaser and Sellers shall initial a list of all such additional exceptions which Purchaser agrees to accept. If Sellers elect not to cure all exceptions to title to which Purchaser has properly objected, Purchaser may, at Purchaser’s sole discretion, by written notice delivered prior to the expiration of the Due Diligence Period, terminate this Agreement in its entirety. (c) Sellers shall cooperate with Purchaser, at Purchaser’s sole cost, if Purchaser elects to obtain an update to the Existing Survey (the “Updated Survey”). (d) Upon the Closing, Purchaser’s title to the Land shall be insured by an ALTA (2006) extended coverage owner’s policy of title insurance, reflecting the Updated Survey, if any, showing title vested in Purchaser as of the Closing Date, subject only to the Permitted Exceptions, including the Granted Endorsements, and issued by the Title Company with aggregate liability in the amount of the Purchase Price for each Project(collectively, naming Purchaser as the proposed insured, which commitments obligate the Title Company to insure fee simple title to each of the Projects subject only to the Permitted Exceptions set forth in Exhibit “B” attached hereto (and in no event the standard exceptions which are capable of deletion), which commitments hereby are in form and substance reasonably acceptable to Purchaser. Haverty has also heretofore furnished to Purchaser commitments from the Title Company to provide to Lender ALTA Loan Policies (the “Mortgage Title Policy”) with coverage amounts for each Project equaling in the aggregate the amount of the loan to be obtained by Purchaser to acquire the Projects and otherwise shall be in form and substance reasonably acceptable to Lender. Section 3.02. Haverty shall deliver to Purchaser the Surveys in form and substance satisfactory to Purchaser and to Lender (the “Surveys”). Section 3.03. The property information and all other information, other than matters of public record or matters generally known to the public, furnished to, or obtained through inspection of the Projects by, Purchaser, its affiliates, lenders, employees, attorneys, accountants and other professionals or agents relating to the Projects, will be treated by Purchaser, its affiliates, lenders, employees, agents, and current and prospective investors as confidential, and Purchaser shall take commercially reasonable steps, except as required by law, not to disclose such information other than on a need-to-know basis and to Purchaser's consultants who agree to take commercially reasonable steps not to disclose such information, and will be returned to Haverty by Purchaser if the Closing does not occur. The confidentiality provisions of this Section 3.03 shall not apply to any disclosures made by Purchaser as required by law, by court order, or in connection with any subpoena served upon Purchaser; provided Purchaser shall provide Haverty with written notice before making any such disclosure.

Title and Survey. Section 3.01. Haverty has heretofore furnished 3.1 Within ten (10) days after the Effective Date (hereinafter defined), Seller shall use commercially reasonable efforts to cause to be delivered to Purchaser commitments from a Commitment for Title Insurance (the "Title Commitment") dated not earlier than the date of this Agreement, issued by Chicago Title (the "Title Company"), whose address is 00000 Xxxxxx Xxxxx, Xxxxx 000, Xxxxxx, Xxxxx 00000, (Attn: Xxx Xxxxxxxx, telephone (000) 000-0000), together with true, correct and legible copies of all items and documents referred to therein, including copies of tax certificates covering all taxes affecting the Property (collectively, the “Exception Documents”). The Title Commitment shall describe the Land (which legal description, unless and to the extent modified by the Survey prescribed by Section 3.3 below, shall be deemed incorporated into this Agreement), show the Purchase Price as the policy amount, specify Purchaser as the prospective named insured, and show the status of title of the Land and all exceptions which would appear in an Owner Policy of Title Insurance, if issued. With regard to the standard printed exceptions and other exceptions commonly included in Title Commitments, Purchaser may, at Purchaser’s sole option, instruct the Title Company that the exception for areas and boundaries shall be endorsed to issue to Purchaser or its designee provide that the exception shall be amended at Closing extended coverage ALTA Owner’s Title Policies (the to except only to “Owner’s Title Policy”) shortages in the amount area” upon receipt from Seller of the Purchase Price for each Project, naming Purchaser as the proposed insured, which commitments obligate a Survey acceptable to the Title Company and the applicable premium; no exception shall be permissible for parties in possession, except for tenants in possession as tenants only pursuant to insure fee simple title written leases; the exception for restrictive covenants shall be deleted or endorsed “none of record except. . . (with an express description by applicable recording data of those restrictive covenants affecting the Land)”; the exception for taxes shall be limited to each standby fees and taxes owing for the year in which the Closing occurs and subsequent years and subsequent assessments for prior years due to changes in land use of the Projects subject only to property; there shall be no exception for any lien for service, labor or materials heretofore or hereafter provided, imposed by law and not shown by the Permitted Exceptions set forth in Exhibit “B” attached hereto public records; and there shall be no general exception for visible and apparent easements or roads and highways or similar items (and in no event the standard exceptions which are capable of deletion), which commitments hereby are in form and substance reasonably acceptable to Purchaser. Haverty has also heretofore furnished to Purchaser commitments from the Title Company to provide to Lender ALTA Loan Policies (the “Mortgage Title Policy”) with coverage amounts for each Project equaling in the aggregate the amount of the loan any such specific exception to be obtained specifically referenced to, and shown on, the Survey described in Section 3.3 below and also identified by Purchaser to acquire the Projects and otherwise shall be in form and substance reasonably acceptable to Lender. Section 3.02. Haverty shall deliver to Purchaser the Surveys in form and substance satisfactory to Purchaser and to Lender (the “Surveys”any applicable recording data). Section 3.03. The property information and all other information, other than matters of public record or matters generally known to the public, furnished to, or obtained through inspection of the Projects by, Purchaser, its affiliates, lenders, employees, attorneys, accountants and other professionals or agents relating to the Projects, will be treated by Purchaser, its affiliates, lenders, employees, agents, and current and prospective investors as confidential, and Purchaser shall take commercially reasonable steps, except as required by law, not to disclose such information other than on a need-to-know basis and to Purchaser's consultants who agree to take commercially reasonable steps not to disclose such information, and will be returned to Haverty by Purchaser if the Closing does not occur. The confidentiality provisions of this Section 3.03 shall not apply to any disclosures made by Purchaser as required by law, by court order, or in connection with any subpoena served upon Purchaser; provided Purchaser shall provide Haverty with written notice before making any such disclosure.

Title and Survey. Section 3.01. Haverty has heretofore furnished to Purchaser commitments from the Title Company to issue to Purchaser or its designee at Closing extended coverage ALTA Owner’s 's Title Policies (the “"Owner’s 's Title Policy”") in the amount of the Purchase Price for each Project, naming Purchaser as the proposed insured, which commitments obligate the Title Company to insure fee simple title to each of the Projects subject only to the Permitted Exceptions set forth in Exhibit “"B” " attached hereto (and in no event the standard exceptions which are capable of deletion), which commitments hereby are in form and substance reasonably acceptable to Purchaser. Haverty has also heretofore furnished to Purchaser commitments from the Title Company to provide to Lender ALTA Loan Policies (the “"Mortgage Title Policy”") with coverage amounts for each Project equaling in the aggregate the amount of the loan to be obtained by Purchaser to acquire the Projects and otherwise shall be in form and substance reasonably acceptable to Lender. Section 3.02. Haverty shall deliver to Purchaser the Surveys in form and substance satisfactory to Purchaser and to Lender (the “"Surveys”"). Section 3.03. The property information and all other information, other than matters of public record or matters generally known to the public, furnished to, or obtained through inspection of the Projects by, Purchaser, its affiliates, lenders, employees, attorneys, accountants and other professionals or agents relating to the Projects, will be treated by Purchaser, its affiliates, lenders, employees, agents, and current and prospective investors as confidential, and Purchaser shall take commercially reasonable steps, except as required by law, not to disclose such information other than on a need-to-know basis and to Purchaser's consultants who agree to take commercially reasonable steps not to disclose such information, and will be returned to Haverty by Purchaser if the Closing does not occur. The confidentiality provisions of this Section 3.03 shall not apply to any disclosures made by Purchaser as required by law, by court order, or in connection with any subpoena served upon Purchaser; provided Purchaser shall provide Haverty with written notice before making any such disclosure.

Title and Survey. Section 3.01At Settlement, Argo and the LLC shall hold marketable fee simple title to the Property of record and in fact, which shall be insurable at standard rates by Commonwealth Land Title Insurance Company (the "Title Insurer"), excepting only the following permitted exceptions (the "Permitted Exceptions"): A. The lien of real estate taxes not yet due and payable; B. All applicable codes, regulations, ordinances and other restrictions of any governmental or quasi-governmental authority (including any zoning authority) having jurisdiction over the Property; and C. Such other matters as are set forth on Purchaser's Title Commitment and Survey to which Purchaser does not object as hereinafter set forth. Haverty has heretofore furnished Prior to the expiration of the Feasibility Study Period (as hereafter defined), Purchaser commitments from shall (i) cause the Title Company Insurer to cause title to the Property to be inspected and to issue to Purchaser or its designee at Closing extended coverage ALTA Owner’s Title Policies a commitment for title insurance (the “Owner’s "Title Policy”) Commitment"), together with all documents referred to in the amount Title Commitment, including without limitation, deeds, lien instruments, plats, restrictions, easements, UCC financing statement searches, and judgment searches (collectively, the "Title Documents"), and (ii) at its option, cause a licensed surveyor to prepare a current ALTA survey of the Purchase Price for each Project, naming Purchaser as Property (the proposed insured, which commitments obligate "Survey"). In the event the Title Company to insure fee simple Commitment or Survey discloses encumbrances on title to each the Property which are unacceptable to Purchaser, Purchaser shall give notice thereof (in accordance with the terms hereof) to Seller not later than five (5) days prior to the expiration of the Projects subject only Feasibility Study Period (which notice shall enclose a copy of the Title Commitment, Title Documents and Survey) specifying the objections of Purchaser (the "Title Objections"). Seller shall have the option, but not the obligation, exercised by notice to Purchaser not later than the business day immediately preceding the expiration of the Feasibility Study Period, to cure the Title Objections (or any of them) at Seller's own expense to the Permitted Exceptions reasonable satisfaction of Purchaser, or not to cure one or more Title Objections. A failure of Seller to timely give such notice shall be deemed Seller's election not to cure any Title Objections. In the event Seller elects to cure the Title Objections, the time specified for Settlement shall be extended for the period necessary for such cure, not to exceed thirty (30) days. If Seller elects not to cure all Title Objections, then (i) the Deposit (as hereafter defined) shall be returned to Purchaser, and (ii) this Agreement shall be null and void, and neither party shall have any further right, liability or obligation hereunder except for Purchaser's indemnification obligation pursuant to Section 9 hereof which shall survive any such termination; provided, however, that Purchaser may elect, by written notice to Seller given not later than the earlier of five (5) business days of receipt of Seller's notice (or deemed notice) of its election not to cure all Title Objections, or the final day of the Feasibility Study Period, to waive such of the Title Objections as Seller has elected not to cure, in which event the parties shall proceed with Settlement in accordance with the terms hereof (provided that the foregoing cure period shall remain applicable to any Title Objections which Seller has elected to attempt to cure), with no abatement in the Purchase Price. In the event Purchaser does not terminate this Agreement in accordance with Section 9 hereof, the same shall be deemed Purchaser's election to waive such Title Objections. In the event Seller elects to cure some or all Title Objections, but has been unable to effectuate such cure to the reasonable satisfaction of Purchaser by that date which is thirty (30) days after the date otherwise set forth for Settlement, then Purchaser shall have the right, within five (5) business days after such thirty (30) day period, to (i) waive the uncured Title Objections and proceed to Settlement in Exhibit “B” attached hereto (and in accordance with the terms hereof, with no event the standard exceptions which are capable of deletion), which commitments hereby are in form and substance reasonably acceptable to Purchaser. Haverty has also heretofore furnished to Purchaser commitments from the Title Company to provide to Lender ALTA Loan Policies (the “Mortgage Title Policy”) with coverage amounts for each Project equaling abatement in the aggregate Purchase Price, or (ii) to terminate this Agreement, upon which the amount of the loan to be obtained by Purchaser to acquire the Projects and otherwise Deposit shall be in form and substance reasonably acceptable to Lender. Section 3.02. Haverty shall deliver to Purchaser the Surveys in form and substance satisfactory returned to Purchaser and to Lender (the “Surveys”). Section 3.03. The property information and all other informationneither party shall have any further right or liability hereunder, other than matters those obligations which expressly survive the termination of public record or matters generally known to the public, furnished to, or obtained through inspection of the Projects by, Purchaser, its affiliates, lenders, employees, attorneys, accountants and other professionals or agents relating to the Projects, will be treated by Purchaser, its affiliates, lenders, employees, agents, and current and prospective investors as confidential, and Purchaser shall take commercially reasonable steps, except as required by law, not to disclose such information other than on a need-to-know basis and to Purchaser's consultants who agree to take commercially reasonable steps not to disclose such information, and will be returned to Haverty by Purchaser if the Closing does not occurthis Agreement. The confidentiality provisions foregoing notwithstanding, Seller shall remove or cause to be removed, at or prior to Settlement hereunder, any monetary lien created by or at the direction of this Section 3.03 shall not apply to any disclosures made by Purchaser as required by law, by court order, or in connection with any subpoena served upon Purchaser; provided Purchaser shall provide Haverty with written notice before making any such disclosureSeller.

Title and Survey. A. The Premises shall be conveyed to Purchaser at Closing by a recordable limited warranty deed in the form of Exhibit C attached hereto and made a part hereof and shall be subject to (i) the lien of non-delinquent real estate taxes and assessments, (ii) the rights of Tenants under the Leases, (iii) acts and deeds of Purchaser, (iv) the matters approved or deemed approved by Purchaser, which are the following exceptions set forth in Schedule B, Section 3.01. Haverty 2 of the Title Commitment (as defined below): 5 (modified to show that the final installment of 1995 taxes have been paid), 6-7, 9 (modified to reference the ALTA Survey, as defined below), 12, 13 and 16 (with an endorsement which protects Purchaser against any loss or cost resulting from the mechanics' lien that is the subject of exceptions 13 and 16), and (v) Ameritech lien claims (as defined in 6.B(iii) below) (collectively called the "Permitted Exceptions"). B. Seller has heretofore furnished to Purchaser commitments from a commitment ("Title Commitment") for ALTA (Form B, rev. 10/17/70) Owner's Title Insurance Policies showing title to the Title Company Premises in Seller, and proposing to issue to insure Purchaser or its designee at Closing extended coverage ALTA Owner’s Title Policies (the “Owner’s Title Policy”) in the amount of the Purchase Price, and issued by the Title Company. The Title Commitment was accompanied by copies of the underlying title exception documents referred to therein and set forth the requirements for the deletion of the standard title policy exceptions pertaining to (i) rights of parties in possession, (ii) easements not shown by the public records, (iii) mechanic's lien claims (other than possible mechanic's lien claims arising under contracts let by, through or under Ameritech in connection with tenant improvements in the Ameritech premises) (Ameritech lien claims), and (iv) survey matters. If the Title Commitment is amended to disclose new matters which are not permitted pursuant to Sections 6.A(i)- (iii) above or which are otherwise reasonably objected to by Purchaser, Purchaser shall give written notice specifying such fact to Seller on or before five (5) Business Days after Purchaser receives written notice of such new exception, and Seller shall have (at Seller's election) thirty (30) days after the date of receipt of Purchaser's written notice ("Title Cure Period") to cure the basis of the objection. If Seller (in its sole discretion) does not cure such matters within the Title Cure Period, Purchaser may, within two (2) Business Days after receipt of notice from Seller that Seller does not elect to cure the matter objected to by Purchaser, (I) terminate this Agreement upon written notice given to Seller, or (II) elect, upon written notice given to Seller, to take title as it then is without any set-off or deduction of any kind against the Purchase Price for each Projector otherwise. If this Agreement is so terminated, naming the Deposit Escrowee shall return promptly the Deposit to Purchaser as its sole remedy and neither party shall have any liability to the proposed insuredother except for the obligations of Purchaser set forth in Section 4.G above and Section 13.F below and the obligations of the parties set forth in Section 8.D below, which commitments obligate shall survive the termination of this Agreement. If Seller does not receive written notice of Purchaser's election to terminate this Agreement within the two (2) Business Day period specified above, Purchaser shall be conclusively presumed to have elected to take title as it then is as aforesaid. C. Seller has furnished to Purchaser and Purchaser has approved a new survey (the "ALTA Survey"), which is, or will be prior to closing, certified to Purchaser and the Title Company to insure fee simple title to each by a surveyor registered in the State of Illinois in a form substantially in accordance with Exhibit K hereto. D. The cost of the Projects subject only Title Commitments and the ALTA owner's title insurance policy issued pursuant thereto ("Title Policy"), the endorsements to the Permitted Exceptions Title Policy set forth below, the ALTA Survey, and a 50-year chain of title report shall be paid by Seller. The cost of curing (if elected by Seller) any title or survey defects or adverse matters (limited as set forth in Exhibit “B” attached hereto (Sections 6.B and in no event the standard exceptions 6.C above) which are capable of deletion), which commitments hereby are in form and substance reasonably acceptable not Permitted Exceptions shall be paid by Seller. Purchaser shall obtain (to Purchaser. Haverty has also heretofore furnished to Purchaser commitments from the extent the Title Company is willing to provide to Lender ALTA Loan Policies (issue), at Seller's sole cost, the “Mortgage Title Policy”) with coverage amounts for each Project equaling in the aggregate the amount Illinois equivalent of the loan to be obtained by Purchaser to acquire the Projects and otherwise shall be in form and substance reasonably acceptable to Lender. Section 3.02following endorsements: CLTA endorsement Nos. Haverty shall deliver to Purchaser the Surveys in form and substance satisfactory to Purchaser and to Lender 100 (the “Surveys”comprehensive, modified for owner's policy). Section 3.03. The property information and all other information, other than matters of public record or matters generally known to the public116.1 (survey), furnished to103.7 (street address, or obtained through inspection of the Projects byaccess), Purchaser123.2 (zoning, its affiliateswith parking), lenders, employees, attorneys, accountants and other professionals or agents relating to the Projects, will be treated by Purchaser, its affiliates, lenders, employees, agents116.7 (map act), and current a special endorsement insuring that the Property constitutes one separate and prospective investors as confidentialdistinct tax parcel, and Purchaser shall take commercially reasonable steps, except as required by law, not to disclose such information other than on a need-to-know basis and to Purchaser's consultants who agree to take commercially reasonable steps not to disclose such information, and will be returned to Haverty by Purchaser if the Closing does not occur. The confidentiality provisions of this Section 3.03 shall not apply to any disclosures made by Purchaser as required by law, by court order, or in connection with any subpoena served upon Purchaser; provided Purchaser the Title Policy, and the issuance of such endorsements shall provide Haverty with written notice before making any such disclosurebe a condition of Closing.

Title and Survey. Section 3.01. Haverty Prior to or contemporaneously with execution of this Agreement, Seller has heretofore furnished delivered or caused to be delivered to Purchaser, and Purchaser commitments acknowledges receipt of, (i) a preliminary title report or a commitment for an extended coverage owner’s policy of title insurance ALTA, Form 2006 insuring fee title to the Land to be issued at Closing, with a commitment to insure the gap from the period title was last examined to the date of recording of the Deed (the “Title Policy”), together with copies of all items shown as exceptions to title therein, issued by the Title Company and identified as Commitment Xx. XXX-000000-XXX0, dated November 7, 2019 and Commitment Xx. XXX-000000-XXX0, dated November 6, 2019 (collectively, the “Title Commitment”), and (ii) a copy of Seller’s existing survey of the Land (“Survey”). Purchaser shall have until three (3) business days prior to issue the Approval Date to provide written notice to Seller of any matters shown by the Title Commitment or Survey which are not satisfactory to Purchaser or its designee at Closing extended coverage ALTA Ownerin Purchaser’s sole discretion, which notice (“Title Policies (the “Owner’s Title PolicyNotice”) shall specify the reason such matter(s) are not satisfactory and the curative steps necessary to remove the basis for Purchaser’s disapproval; provided, however, that (i) the standard printed exceptions on an owner’s policy of title insurance ALTA, Form 2006 and non-delinquent liens for general and special real estate taxes and installment payments of special assessments, the current zoning of the Property, including all permits, waivers and stipulations, and the interest of any tenant occupying space at the Property, as a tenant only, and all matters arising out of any act of Purchaser or Purchaser’s representatives shall be “Permitted Encumbrances”, and (ii) Seller shall be obligated to remove any exceptions caused by Seller’s voluntary acts after the end of the Due Diligence Period and not approved by Purchaser. “Permitted Encumbrances” shall not include any mechanic’s lien arising from any contract entered into by Seller or any monetary lien of Seller, except for taxes and special assessments not yet due and payable. Purchaser may not object to any Permitted Encumbrances. Notwithstanding (subject to) the above, after a Title Notice is provided to Seller, the parties shall then have until on or before the Approval Date or such later date as may be mutually acceptable, to make such arrangements or take such steps as they may mutually agree upon, if any, to satisfy Purchaser’s objection(s). Seller shall have no obligation to expend or agree to expend any funds, to undertake or agree to undertake any obligations or otherwise to cure or agree to cure any title or survey objections. Seller shall have no obligation (i) to cure a title objection unless required under the second to last sentence of the preceding paragraph, or (ii) to proceed to Closing without curing such title objection, unless Seller expressly undertakes such an obligation by a written notice to or written agreement with Purchaser given or entered into on or prior to the Approval Date and which recites that it is in response to a Title Notice. Except for those matters which Seller is obligated to remove pursuant to (ii) above, Purchaser’s sole right with respect to any Title Commitment or Survey matter to which it objects in a Title Notice given in a timely manner shall be to elect on or before the Approval Date to terminate this Agreement pursuant to Section 3.5 hereof (unless such matter is a matter which Seller is obligated to correct under the second to last sentence of the preceding paragraph) and subject to Purchaser’s rights under Section 10.3. If Seller fails to timely respond to any objection in a Title Notice, Seller shall be deemed to have elected not to cure same. All matters shown in the amount Title Commitment and/or Survey with respect to which Purchaser fails to give a Title Notice on or before the last date for so doing, or with respect to which a timely Title Notice is given but Seller has not undertaken an express obligation to cure as provided above, shall be deemed to be approved by Purchaser as “Permitted Encumbrances”, subject, however, to Purchaser’s termination right provided in Section 3.5 hereof. Permitted Encumbrances shall specifically include any items recorded against the Property as a result of the actions of Purchaser including, without limitation, any financing-related instruments. If, after the expiration of the Due Diligence Period and at any time prior to Closing, the Title Commitment is amended to add an adverse title exception (other than an item based on the Title Company’s review of the Survey) not caused by Purchaser or any Purchaser Parties that will not be released of record with the Purchase Price for each Projectproceeds payable to Seller, naming then Purchaser shall have until the earlier of (i) three (3) business days after receipt of such amended Title Commitment, or (ii) the Closing Date, to object to any such new matters not disclosed on the prior Title Commitment or Survey, as applicable, by delivering written notice of any such objections to Seller and Title Company within such period. If Purchaser fails to make any such objections within such period, Purchaser shall be deemed to have approved such amended Title Commitment and such new matters shall be deemed to be additional Permitted Encumbrances. If Purchaser has made such objections, Seller shall have until the proposed insuredearlier of (i) three (3) business days after receipt of such objections, or (ii) the Closing Date, to elect to cure such objections, which commitments obligate then shall be cured at or prior to Closing. If Seller does not elect to cure any such matters within the Title Company to insure fee simple title to each of the Projects subject only to the Permitted Exceptions set forth in Exhibit “B” attached hereto (and in no event the standard exceptions which are capable of deletion), which commitments hereby are in form and substance reasonably acceptable to Purchaser. Haverty has also heretofore furnished to Purchaser commitments from the Title Company to provide to Lender ALTA Loan Policies (the “Mortgage Title Policy”) with coverage amounts for each Project equaling period specified in the aggregate the amount of the loan to be obtained by Purchaser to acquire the Projects and otherwise preceding sentence, then Purchaser’s sole remedy shall be in form to elect, by delivering written notice thereof to Seller and substance reasonably acceptable to Lender. Section 3.02. Haverty shall deliver to Purchaser the Surveys in form and substance satisfactory to Purchaser and to Lender Escrow Agent on or before the earlier of (the “Surveys”). Section 3.03. The property information and all other information, other than matters of public record or matters generally known to the public, furnished toi) three (3) business days after Seller’s election, or obtained through inspection of the Projects by, Purchaser, its affiliates, lenders, employees, attorneys, accountants and other professionals or agents relating to the Projects, will be treated by Purchaser, its affiliates, lenders, employees, agents, and current and prospective investors as confidential, and Purchaser shall take commercially reasonable steps, except as required by law, not to disclose such information other than on a need-to-know basis and to Purchaser's consultants who agree to take commercially reasonable steps not to disclose such information, and will be returned to Haverty by Purchaser if (ii) the Closing does not occur. The confidentiality provisions of this Section 3.03 shall not apply Date, to any disclosures made by Purchaser as required by law, by court order, or in connection with any subpoena served upon Purchaser; provided Purchaser shall provide Haverty with written notice before making any such disclosure.either: