Common use of Title and Survey Clause in Contracts

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 2 of the Title Commitment (as defined below): 5 (modified to show that the final installment of 1995 taxes have been paid), 6-7, 9 (modified to reference the ALTA Survey, as defined below), 12, 13 and 16 (with an endorsement which protects Purchaser against any loss or cost resulting from the mechanics' lien that is the subject of exceptions 13 and 16), and (v) Ameritech lien claims (as defined in 6.B(iii) below) (collectively called the "Permitted Exceptions"). B. Seller has furnished to Purchaser a commitment ("Title Commitment") for ALTA (Form B, rev. 10/17/70) Owner's Title Insurance Policies showing title to the Premises in Seller, and proposing to insure Purchaser 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 or otherwise. If this Agreement is so terminated, the Deposit Escrowee shall return promptly the Deposit to Purchaser as its sole remedy and neither party shall have any liability to the other except for the obligations of 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 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 by a surveyor registered in the State of Illinois in a form substantially in accordance with Exhibit K hereto. D. The cost of the Title Commitments and the ALTA owner's title insurance policy issued pursuant thereto ("Title Policy"), the endorsements to the Title Policy set forth below, the ALTA Survey, and a 50-year chain of title report shall be paid by Seller. The cost of curing (if elected by Seller) any title or survey defects or adverse matters (limited as set forth in Sections 6.B and 6.C above) which are not Permitted Exceptions shall be paid by Seller. Purchaser shall obtain (to the extent the Title Company is willing to issue), at Seller's sole cost, the Illinois equivalent of the following endorsements: CLTA endorsement Nos. 100 (comprehensive, modified for owner's policy), 116.1 (survey), 103.7 (street address, access), 123.2 (zoning, with parking), 116.7 (map act), and a special endorsement insuring that the Property constitutes one separate and distinct tax parcel, in connection with the Title Policy, and the issuance of such endorsements shall be a condition of Closing.

Title and Survey. A. The Premises At Closing, as a condition to Contributor's obligations hereunder, the Partnership (with Contributor as a new general partner) shall have valid, marketable and insurable fee title to the Real Estate subject only to the Space Leases and the Permitted Exceptions and same shall be conveyed available for Contributor's inspection. 6.1 Promptly following the execution of this Agreement, the Operating Partnership shall obtain and deliver to Purchaser at Closing by a recordable limited warranty deed Contributor any survey of the Real Estate in the form of Exhibit C attached hereto and made a part hereof and shall be subject to Operating Partnership's possession or control (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 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 ExceptionsSurvey"). B. Seller has furnished ; it being understood that Contributor may at its option obtain a new or updated survey; and Contributor shall apply to Purchaser Chicago Title 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") for ALTA (Form B, rev. 10/17/70) Owner's Title Insurance Policies showing title to the Premises in Seller, and proposing to insure Purchaser in the amount of FOURTEEN MILLION FOUR HUNDRED FIVE THOUSAND DOLLARS ($14,405,000.00) effective as of the Purchase Pricedate of Closing, evidencing that the Operating Partnership owns and issued by could, 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. The Title Commitment was accompanied by copies and Survey (if obtained), but in no event later than the end of the underlying title exception documents referred to therein and set forth Inspection Period, Contributor shall furnish the requirements for the deletion Operating Partnership with a schedule of the standard title policy exceptions pertaining to (i) rights any liens, encumbrances or other title exceptions or state of parties facts shown on the Title Commitment or Survey, which Contributor, in possessionits sole and exclusive judgment, does not approve, finds unsatisfactory and (ii) easements not shown by the public recordsany title company requirements which Contributor, (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 discretionand exclusive judgment, contends the Operating Partnership must satisfy for Contributor to become General Partner. In addition, if Contributor has requested endorsements providing coverage for (a) does not cure such matters within the Title Cure Period, Purchaser may, within two (2) Business Days after receipt of notice from Seller that Seller does not elect to cure the matter objected to by Purchaser, (I) terminate this Agreement upon written notice given to Seller, or (II) elect, upon written notice given to Seller, to take title as it then is without any set-off or deduction of any kind against the Purchase Price or otherwise. If this Agreement is so terminated, the Deposit Escrowee shall return promptly the Deposit to Purchaser as its sole remedy a perimeter metes and neither party shall have any liability to the other except for the obligations of Purchaser set forth in Section 4.G above bounds description and Section 13.F below and the obligations of the parties set forth in Section 8.D below, which shall survive the termination of this Agreement. If Seller does not receive written notice of Purchaser's election to terminate this Agreement within the two (2) Business Day period specified above, Purchaser shall be conclusively presumed to have elected to take title as it then is as aforesaid. C. Seller has furnished to Purchaser and Purchaser has approved a new survey (the "ALTA Survey"), which is, or will be prior to closing, certified to Purchaser and the Title Company by a surveyor registered in the State of Illinois in a form substantially in accordance with Exhibit K hereto. D. The cost of the Title Commitments and the ALTA owner's title insurance policy issued pursuant thereto ("Title Policy"), the endorsements to the Title Policy set forth below, the ALTA Survey, and a 50-year chain of title report shall be paid by Seller. The cost of curing (if elected by Seller) any title or survey defects or adverse matters (limited as set forth in Sections 6.B and 6.C above) which are not Permitted Exceptions shall be paid by Seller. Purchaser shall obtain (to the extent the Title Company is willing to issue), at Seller's sole cost, the Illinois equivalent of the following endorsements: CLTA endorsement Nos. 100 (comprehensive, modified for owner's policy), 116.1 (survey), 103.7 (street address, access), 123.2 (zoning, with parking), 116.7 (map act), and a special endorsement insuring that the Property constitutes one separate and distinct tax parcel, in connection with the Title Policy, and the issuance of such endorsements shall be a condition of Closing.contiguity between the

Title and Survey. A. The Premises Purchaser shall obtain a commitment for title insurance on the Land (the “Title Commitment”) 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 conveyed 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 at Closing by a recordable limited warranty deed in the form of Exhibit C attached hereto and made a part hereof and (“Title Notice”). Seller shall be subject to obligated (i) to cure on or before Closing all title and Survey matters of a monetary nature affecting the lien 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 non-delinquent real estate taxes and assessmentsservices or commissions (collectively, (ii) the rights of Tenants under the Leases, (iii) acts and deeds of Purchaser, (iv) the matters approved or deemed approved by Purchaser, which are the following exceptions set forth in Schedule B, Section 2 of the Title Commitment (as defined below): 5 (modified to show that the final installment of 1995 taxes have been paid), 6-7, 9 (modified to reference the ALTA Survey, as defined below), 12, 13 and 16 (with an endorsement which protects Purchaser against any loss or cost resulting from the mechanics' lien that is the subject of exceptions 13 and 16“Monetary Liens”), and (vii) Ameritech lien claims to terminate all existing tenancies and rights to possession of the Property, including without limitation, (as defined in 6.B(iiiA) below) (collectively called the "Permitted Exceptions"). B. Seller has furnished to Purchaser a commitment ("Title Commitment") for ALTA (Form B, rev. 10/17/70) Owner's Title Insurance Policies showing title that certain Lease Agreement with respect to the Premises in SellerProperty 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 proposing which 2006 Lease is scheduled to insure Purchaser in the amount of the Purchase Priceexpire on June 30, 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)2016, and (ivB) survey mattersthat 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 Form 10-K filed by Global with the SEC on April 15, 2016. If the Title Commitment is amended to disclose new matters which are Notwithstanding, Seller shall not permitted pursuant to Sections 6.A(i)- (iii) above be responsible for Monetary Liens or which are otherwise reasonably objected to 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, Purchaser shall give written notice specifying such fact be either to Seller elect on or before five (5) Business Days after Purchaser receives written notice of Closing to waive 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 Sellerobjections, to take title as it then is without any set-off or deduction of any kind against deduct from the Purchase Price at Closing the amount necessary to satisfy any Monetary Liens, or otherwise. If this Agreement is so terminated, the Deposit Escrowee shall return promptly the Deposit to Purchaser as its sole remedy and neither party shall have any liability to the other except for the obligations of 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 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 aboveby written notice to Seller, Purchaser whereupon all Exxxxxx Money shall be conclusively presumed returned to have elected to take title as it then is as aforesaid. C. Purchaser. Seller has furnished to Purchaser and Purchaser has approved a new survey (shall not, without the "ALTA Survey")prior express written consent of Purchaser, which isencumber, pledge or assign the Property or any right or interest therein or thereto or grant any easement, lien, or will be prior encumbrance thereon, or seek to closingdo, certified to Purchaser and the Title Company by a surveyor registered in the State of Illinois in a form substantially in accordance or enter into discussions with Exhibit K hereto. D. The cost respect to, any of the Title Commitments and foregoing after the ALTA owner's title insurance policy issued pursuant thereto ("Title Policy"), the endorsements to the Title Policy set forth below, the ALTA Survey, and a 50-year chain of title report shall be paid by Seller. The cost of curing (if elected by Seller) any title or survey defects or adverse matters (limited as set forth in Sections 6.B and 6.C above) which are not Permitted Exceptions shall be paid by Seller. Purchaser shall obtain (to the extent the Title Company is willing to issue), at Seller's sole cost, the Illinois equivalent of the following endorsements: CLTA endorsement Nos. 100 (comprehensive, modified for owner's policy), 116.1 (survey), 103.7 (street address, access), 123.2 (zoning, with parking), 116.7 (map act), and a special endorsement insuring that the Property constitutes one separate and distinct tax parcel, in connection with the Title Policy, and the issuance of such endorsements shall be a condition of ClosingEffective Date.

Title and Survey. A. The Premises At Settlement, Argo and the LLC shall hold marketable fee simple title to the Property of record and in fact, which shall be conveyed to Purchaser insurable at Closing standard rates by a recordable limited warranty deed in Commonwealth Land Title Insurance Company (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"Title Insurer"), (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 excepting only the following permitted exceptions set forth in Schedule B, Section 2 of the Title Commitment (as defined below): 5 (modified to show that the final installment of 1995 taxes have been paid), 6-7, 9 (modified to reference the ALTA Survey, as defined below), 12, 13 and 16 (with an endorsement which protects Purchaser against any loss or cost resulting from the mechanics' lien that is the subject of exceptions 13 and 16), and (v) Ameritech lien claims (as defined in 6.B(iii) below) (collectively called the "Permitted Exceptions").): A. The lien of real estate taxes not yet due and payable; B. Seller has furnished 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. Prior to the expiration of the Feasibility Study Period (as hereafter defined), Purchaser shall (i) cause the Title Insurer to cause title to the Property to be inspected and to issue to Purchaser a commitment for title insurance (the "Title Commitment") for ALTA (Form B), rev. 10/17/70) Owner's Title Insurance Policies showing title to the Premises in Seller, and proposing to insure Purchaser 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 together with all 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) Title Commitment, including without limitation, deeds, lien instruments, plats, restrictions, easements, UCC financing statement searches, and judgment searches (Ameritech lien claimscollectively, the "Title Documents"), and (ivii) at its option, cause a licensed surveyor to prepare a current ALTA survey mattersof the Property (the "Survey"). If In the event the Title Commitment is amended or Survey discloses encumbrances on title to disclose new matters the Property which are not permitted pursuant unacceptable to Sections 6.A(i)- (iii) above or which are otherwise reasonably objected to by Purchaser, Purchaser shall give written notice specifying such fact thereof (in accordance with the terms hereof) to Seller on or before not later than five (5) Business Days after days prior to the expiration of the Feasibility Study Period (which notice shall enclose a copy of the Title Commitment, Title Documents and Survey) specifying the objections of Purchaser receives written notice of such new exception, and (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 electionown expense to the 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 of receipt of Purchaser's written notice ("Title Cure Period") to cure otherwise set forth for Settlement, then Purchaser shall have the basis of the objection. If Seller (in its sole discretion) does not cure such matters within the Title Cure Period, Purchaser mayright, within two five (25) Business Days business days after receipt of notice from Seller that Seller does not elect such thirty (30) day period, to cure (i) waive the matter objected uncured Title Objections and proceed to by PurchaserSettlement in accordance with the terms hereof, (I) terminate this Agreement upon written notice given to Sellerwith no abatement in the Purchase Price, or (IIii) electto terminate this Agreement, upon written notice given to Seller, to take title as it then is without any set-off or deduction of any kind against the Purchase Price or otherwise. If this Agreement is so terminated, which the Deposit Escrowee shall return promptly the Deposit be returned to Purchaser as its sole remedy and neither party shall have any further right or liability to the hereunder, other except for the than those 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 shall expressly survive the termination of this Agreement. If The foregoing notwithstanding, Seller does not receive written notice of Purchaser's election shall remove or cause to terminate this Agreement within the two (2) Business Day period specified abovebe removed, 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, at or will be prior to closingSettlement hereunder, certified to Purchaser and any monetary lien created by or at the Title Company by a surveyor registered in the State direction of Illinois in a form substantially in accordance with Exhibit K heretoSeller. D. The cost of the Title Commitments and the ALTA owner's title insurance policy issued pursuant thereto ("Title Policy"), the endorsements to the Title Policy set forth below, the ALTA Survey, and a 50-year chain of title report shall be paid by Seller. The cost of curing (if elected by Seller) any title or survey defects or adverse matters (limited as set forth in Sections 6.B and 6.C above) which are not Permitted Exceptions shall be paid by Seller. Purchaser shall obtain (to the extent the Title Company is willing to issue), at Seller's sole cost, the Illinois equivalent of the following endorsements: CLTA endorsement Nos. 100 (comprehensive, modified for owner's policy), 116.1 (survey), 103.7 (street address, access), 123.2 (zoning, with parking), 116.7 (map act), and a special endorsement insuring that the Property constitutes one separate and distinct tax parcel, in connection with the Title Policy, and the issuance of such endorsements shall be a condition of Closing.

Title and Survey. A. The Premises Prior to or contemporaneously with execution of this Agreement, Seller has delivered or caused to be delivered to Purchaser, and Purchaser 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 be conveyed have until three (3) business days prior to 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 at Closing by a recordable limited warranty deed in Purchaser’s sole discretion, which notice (“Title Notice”) shall specify the form of Exhibit C attached hereto reason such matter(s) are not satisfactory and made a part hereof and shall be subject the curative steps necessary to remove the basis for Purchaser’s disapproval; provided, however, that (i) the lien 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 rights end of Tenants under the Leases, (iii) acts Due Diligence Period and deeds of Purchaser, (iv) the matters approved or deemed 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 are 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 following exceptions set forth 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 Schedule Ba Title Notice, Section 2 of Seller shall be deemed to have elected not to cure same. All matters shown in the Title Commitment (as defined below): 5 (modified and/or Survey with respect to show that which Purchaser fails to give a Title Notice on or before the final installment of 1995 taxes have been paid)last date for so doing, 6-7, 9 (modified or with respect 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 a timely Title Notice 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. given but Seller has furnished 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 commitment ("Title Commitment") for ALTA (Form B, rev. 10/17/70) Owner's Title Insurance Policies showing title to the Premises in Seller, and proposing to insure Purchaser in the amount result of the Purchase Priceactions of Purchaser including, and issued by without limitation, any financing-related instruments. If, after the Title Company. The Title Commitment was accompanied by copies expiration of the underlying title exception documents referred Due Diligence Period and at any time prior to therein and set forth the requirements for the deletion of the standard title policy exceptions pertaining to (i) rights of parties in possessionClosing, (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 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 proceeds payable to Seller, then Purchaser shall have until the earlier of (i) three (3) business days after receipt of such amended Title Commitment, or (ii) the Closing Date, to object to any such new matters which are not permitted pursuant disclosed on the prior Title Commitment or Survey, as applicable, by delivering written notice of any such objections to Sections 6.A(i)- (iii) above or which are otherwise reasonably objected Seller and Title Company within such period. If Purchaser fails to by Purchasermake any such objections within such period, Purchaser shall give written notice specifying be deemed to have approved such fact to Seller on or before five (5) Business Days after Purchaser receives written notice of amended Title Commitment and such new exceptionmatters shall be deemed to be additional Permitted Encumbrances. If Purchaser has made such objections, and Seller shall have until the earlier of (at Seller's electioni) thirty three (303) business 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 such objections, or (ii) the Closing Date, to elect to cure such objections, which then shall be cured at or prior to Closing. If Seller does not elect to cure any such matters within the matter objected period specified in the preceding sentence, then Purchaser’s sole remedy shall be to elect, by Purchaser, (I) terminate this Agreement upon delivering written notice given thereof to Seller and the Escrow Agent on or before the earlier of (i) three (3) business days after Seller’s election, or (IIii) elect, upon written notice given to Sellerthe Closing Date, to take title as it then is without any set-off or deduction of any kind against the Purchase Price or otherwise. If this Agreement is so terminated, the Deposit Escrowee shall return promptly the Deposit to Purchaser as its sole remedy and neither party shall have any liability to the other except for the obligations of 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 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 by a surveyor registered in the State of Illinois in a form substantially in accordance with Exhibit K hereto. D. The cost of the Title Commitments and the ALTA owner's title insurance policy issued pursuant thereto ("Title Policy"), the endorsements to the Title Policy set forth below, the ALTA Survey, and a 50-year chain of title report shall be paid by Seller. The cost of curing (if elected by Seller) any title or survey defects or adverse matters (limited as set forth in Sections 6.B and 6.C above) which are not Permitted Exceptions shall be paid by Seller. Purchaser shall obtain (to the extent the Title Company is willing to issue), at Seller's sole cost, the Illinois equivalent of the following endorsements: CLTA endorsement Nos. 100 (comprehensive, modified for owner's policy), 116.1 (survey), 103.7 (street address, access), 123.2 (zoning, with parking), 116.7 (map act), and a special endorsement insuring that the Property constitutes one separate and distinct tax parcel, in connection with the Title Policy, and the issuance of such endorsements shall be a condition of Closing.either:

Title and Survey. A. The Premises 4.1 Seller, at its sole cost and expense, shall be conveyed 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. Xxxx Xxxxxx, Phone No.: 212/800-0000; Fax No.: 212/800-0000 (the “Title Company”) to issue to Purchaser at the Closing by a recordable limited warranty deed 1970 ALTA extended coverage owner’s title insurance policy (revised 1984) in the a form of Exhibit C attached hereto and made a part hereof and shall be subject acceptable 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 2 of the Title Commitment (as defined below): 5 (modified to show that the final installment of 1995 taxes have been paid), 6-7, 9 (modified to reference the ALTA Survey, as defined below), 12, 13 and 16 (with an endorsement which protects Purchaser against any loss or cost resulting from the mechanics' lien that is the subject of exceptions 13 and 16), and (v) Ameritech lien claims (as defined in 6.B(iii) below) (collectively called the "Permitted Exceptions"). B. Seller has furnished to Purchaser a commitment ("Title Commitment") for ALTA (Form B, rev. 10/17/70) Owner's Title Insurance Policies showing title to the Premises in Seller, and proposing to insure Purchaser in the amount of the Purchase PricePrice naming Purchaser as the proposed insured thereunder, which shall insure good and marketable fee simple title to the 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 matters set forth on Exhibit B attached hereto and such other matters, if any, as shall be approved by Purchaser in writing (collectively, the “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 to remedy the defects of title shown thereon, or, if reasonably approved by Purchaser, to obtain, at Seller’s sole cost and expense, title insurance issued by the Title Company. The Title Commitment was accompanied by copies of the underlying title exception documents referred Company insuring over and against such defects and provide evidence reasonably satisfactory 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 mattersPurchaser thereof. If Seller shall fail to remedy such defects or obtain such title insurance, within 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 PurchaserCure Period, Purchaser shall give written notice specifying such fact to Seller on or before five have the option, exercisable within ten (5) Business Days after Purchaser receives written notice of such new exception, and Seller shall have (at Seller's election) thirty (3010) days after the date of receipt of Purchaser's written notice ("Title Cure Period") to cure the basis expiration of the objection. If Seller (in its sole discretion) does not cure such matters within the Title Cure Period, Purchaser mayto (a) accept the status of the title subject to such title defects, within two (2) Business Days after receipt of notice from Seller that Seller does not elect to cure the matter objected to by Purchaserand proceed with this Agreement, (Ib) terminate 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 Agreement upon Paragraph 4.2 again shall be available to Purchaser) or (c) give written notice given to Seller, or (II) elect, upon written notice given to Seller, to take title as it then is without any set-off or deduction of any kind against the Purchase Price or otherwise. If this Agreement is so terminated, the Deposit Escrowee shall return promptly the Deposit to Purchaser as its sole remedy and neither party shall have any liability to the other except for the obligations of 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 shall survive the termination of this Agreement. If Seller does not receive written notice of Purchaser's ’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 within and the two (2) Business Day period specified aboverights and obligations hereunder of the parties shall terminate, Purchaser 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 conclusively presumed consummated by application of such portion of the Purchase Price as may be necessary to have elected to take title as it then is as aforesaiddischarge such obligations. C. 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 has furnished to Purchaser and Purchaser has approved a new Purchaser, which updated survey (the "ALTA “Survey"), which is, or will be prior to closing, certified to Purchaser and ”) shall consist of a staked boundary survey of the Title Company by a surveyor registered in the State of Illinois in a form substantially Property prepared in accordance with Exhibit K hereto. D. The 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 acknowledge that the Surveyor has issued to Purchaser a proposal to prepare the Survey for a cost of between $2,800 and $3,200 (the “Survey Cost Limit”), a copy of which proposal Purchaser has provided to Seller. If the actual cost of the Title Commitments and Survey shall exceed the ALTA owner's title insurance policy issued pursuant thereto ("Title Policy")Survey Cost Limit, then Seller must approve the endorsements to the Title Policy set forth belowsame, the ALTA Surveywhich approval shall not be unreasonably withheld, and a 50-year chain of title report shall be paid by Seller. The cost of curing (if elected by Seller) any title conditioned or survey defects or adverse matters (limited as set forth in Sections 6.B and 6.C above) which are not Permitted Exceptions shall be paid by Seller. Purchaser shall obtain (to the extent the Title Company is willing to issue), at Seller's sole cost, the Illinois equivalent of the following endorsements: CLTA endorsement Nos. 100 (comprehensive, modified for owner's policy), 116.1 (survey), 103.7 (street address, access), 123.2 (zoning, with parking), 116.7 (map act), and a special endorsement insuring that the Property constitutes one separate and distinct tax parcel, in connection with the Title Policy, and the issuance of such endorsements shall be a condition of Closingdelayed.

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 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 3.01. Haverty has heretofore furnished to Purchaser a commitment 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 Commitment"Policy”) for ALTA (Form B, rev. 10/17/70) Owner's Title Insurance Policies showing title to the Premises in Seller, and proposing to insure Purchaser in the amount of the Purchase PricePrice 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 issued 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 Title CompanyClosing does not occur. The Title Commitment was accompanied confidentiality provisions of this Section 3.03 shall not apply to any disclosures made 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 possessionPurchaser as required by law, (ii) easements not shown by the public recordscourt order, (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 any subpoena served upon Purchaser, ; provided Purchaser shall give provide Haverty with written notice specifying before making any such fact to Seller on or before five (5) Business Days after Purchaser receives written notice of such new exception, and Seller shall have (at Seller's election) thirty (30) days after the date of receipt of Purchaser's written notice ("Title Cure Period") to cure the basis of the objection. If Seller (in its sole discretion) does not cure such matters within the Title Cure Period, Purchaser may, within two (2) Business Days after receipt of notice from Seller that Seller does not elect to cure the matter objected to by Purchaser, (I) terminate this Agreement upon written notice given to Seller, or (II) elect, upon written notice given to Seller, to take title as it then is without any set-off or deduction of any kind against the Purchase Price or otherwise. If this Agreement is so terminated, the Deposit Escrowee shall return promptly the Deposit to Purchaser as its sole remedy and neither party shall have any liability to the other except for the obligations of 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 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 aforesaiddisclosure. 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 by a surveyor registered in the State of Illinois in a form substantially in accordance with Exhibit K hereto. D. The cost of the Title Commitments and the ALTA owner's title insurance policy issued pursuant thereto ("Title Policy"), the endorsements to the Title Policy set forth below, the ALTA Survey, and a 50-year chain of title report shall be paid by Seller. The cost of curing (if elected by Seller) any title or survey defects or adverse matters (limited as set forth in Sections 6.B and 6.C above) which are not Permitted Exceptions shall be paid by Seller. Purchaser shall obtain (to the extent the Title Company is willing to issue), at Seller's sole cost, the Illinois equivalent of the following endorsements: CLTA endorsement Nos. 100 (comprehensive, modified for owner's policy), 116.1 (survey), 103.7 (street address, access), 123.2 (zoning, with parking), 116.7 (map act), and a special endorsement insuring that the Property constitutes one separate and distinct tax parcel, in connection with the Title Policy, and the issuance of such endorsements shall be a condition of Closing.

Title and Survey. A. The Premises 4.2.1 Within thirty (30) days following the Contract Date ("Title Objection Period"), MRP 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 cause (ia) the lien of non-delinquent real estate taxes Title Company to issue and assessments, (ii) the rights of Tenants under the Leases, (iii) acts and deeds of Purchaser, (iv) the matters approved or deemed approved by Purchaser, which are the following exceptions set forth in Schedule B, Section 2 of the Title Commitment (as defined below): 5 (modified deliver to show that the final installment of 1995 taxes have been paid), 6-7, 9 (modified to reference the ALTA Survey, as defined below), 12, 13 and 16 (with an endorsement which protects Purchaser against any loss or cost resulting from the mechanics' lien that is the subject of exceptions 13 and 16), and (v) Ameritech lien claims (as defined in 6.B(iii) below) (collectively called the "Permitted Exceptions"). B. Seller has furnished to Purchaser MRP a commitment for an ALTA Owner's Policy of Title Insurance ("Title Commitment") for ALTA the Company Parcel (Form B, rev. 10/17/70) Ownerand affirmatively insuring the Company's Title Insurance Policies showing title rights under the REA and any other easements appurtenant to the Premises in SellerProperty, as part of the insured legal description of the property insured thereunder) naming the Company as the insured, and proposing (b) a survey ("Survey") to insure Purchaser in the amount be performed of the Purchase PriceCompany Parcel (based upon the projected boundaries as shown on Exhibit A) in accordance with the Survey Standards. Promptly after receipt, and issued by MRP shall deliver a copy of the Title CompanyCommitment and the Survey to FRP. The Prior to the expiration of the Title Objection Period, MRP shall notify FRP in writing (the "Title Objection Notice") of any matter set forth on the Title Commitment 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 or Survey (other than possible mechanicmatters described on Schedule 1.1.68) that in MRP's reasonable judgment materially and adversely impacts development of the Company Parcel in accordance with this Agreement (each such matter, an "Objection"). All matters existing as of the date of the Title Commitment and not addressed in MRP's Title Objection Notice (other than the Objections FRP is obligated to 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 claims arising under contracts let by, through or under Ameritech in connection with tenant improvements in encumbering the Ameritech premises) (Ameritech lien claims)Company Parcel except to the extent attributable to work performed for MRP, and (iviii)any judgment lien, tax lien (other than taxes not yet due and payable) survey mattersor other lien securing a monetary amount, which 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 Response Notice by the date that is five (5) Business Days following receipt of the Title Objection Notice, FRP shall be conclusively deemed to have elected not to cure such Objections, other than those FRP is obligated to cure pursuant to Section 4.2.2. If FRP does not agree to cure such Objections, then during the five (5) Business Day period following MRP's receipt of the Title Commitment is amended Response Notice (or if FRP fails to disclose new matters which are not permitted pursuant respond to Sections 6.A(i)- (iii) above or which are otherwise reasonably objected to by PurchaserMRP's Objections, Purchaser shall give written notice specifying such fact to Seller on or before within five (5) Business Days after Purchaser receives written notice of such new exceptionthe outside date for the Title Response Notice), and Seller MRP shall have (at Seller's election) thirty (30) days after the date of receipt of Purchaser's written notice ("Title Cure Period") right 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 by written notice given to Seller, or (II) elect, upon written notice given to Seller, to take title as it then is without any set-off or deduction of any kind against the Purchase Price or otherwiseFRP. 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 is so terminatedshall be of no further force and effect, the Deposit Escrowee shall return promptly the Deposit to Purchaser as its sole remedy and (ii) neither party shall have any liability further rights, obligations or liabilities to the other 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 shall party other than those that expressly survive the termination of this Agreement, and (iii) Section 11.3 shall apply. If Seller does not receive written notice of PurchaserFRP indicates that it will cure one or more Objections in its Title Response Notice, the same shall constitute FRP's election unconditional covenant to terminate this Agreement within cure such Objection on or before 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 by a surveyor registered in the State of Illinois in a form substantially Closing Date in accordance with Exhibit K heretothe requirements of Section 4.2.2 or Section 4.2.4 hereof, as applicable. D. The cost 4.2.4 If after expiration of the Title Commitments Objection Period and prior to Closing, any update of the ALTA owner's title insurance policy issued pursuant thereto Title Commitment shall disclose any matter ("New Title PolicyMatter"), the endorsements ) affecting title to the Company Parcel that (i) first arose or was recorded after the date of the Title Policy set forth belowCommitment, the ALTA Survey(ii) is not a Permitted Exception, and a 50-year chain (iii) is not otherwise expressly permitted under this Agreement or caused by MRP or any MRP Representatives, then MRP shall promptly notify FRP of title report any such New Title Matter and FRP shall be paid by Sellerobligated to cure the same at or before Closing; provided that FRP shall have the right to extend the Closing for a period not to exceed sixty (60) days in the aggregate if necessary to effect such cure. The cost cure provisions of curing (Section 4.2.2 shall apply to any Objection by MRP to a New Title Matter, with the same force and effect as if elected by Seller) any title or survey defects or adverse matters (limited as set forth in Sections 6.B Section 4.2.2 were restated herein and 6.C above) which are not Permitted Exceptions shall be paid by Sellermade expressly applicable hereto. Purchaser shall obtain (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 Company is willing Commitment shall be deemed to issue), at Seller's sole cost, the Illinois equivalent of the following endorsements: CLTA endorsement Nos. 100 (comprehensive, modified for owner's policy), 116.1 (survey), 103.7 (street address, access), 123.2 (zoning, with parking), 116.7 (map act), have been approved by MRP and a special endorsement insuring that the Property constitutes one separate and distinct tax parcel, in connection with the Title Policy, and the issuance of such endorsements shall be a condition Permitted Exception for all purposes under this Agreement. 4.2.5 If, on or before Closing, FRP fails to cure any Objection that FRP elects or is obligated to cure pursuant to Section 4.2.1 or Section 4.2.2, or FRP fails to cure any New Title Matter that FRP is obligated to cure pursuant to Section 4.2.4, then MRP may (i) waive such Objection or New Title Matter, in which event such waived Objection or New Title Matter shall become a Permitted Exception for all purposes under this Agreement, (ii) extend the Closing for a period not to exceed sixty (60) days in the aggregate to allow FRP to effect the cure of Closingsuch Obligation or New Matter, or (iii) declare FRP in default under this Agreement and proceed to exercise MRP's rights under Section 11.2.

Title and Survey. A. The Premises Seller shall be conveyed convey to Purchaser 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 a recordable limited warranty deed in the form of Exhibit C attached hereto ALTA and made a part hereof NSPS and shall be subject sufficient 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 2 cause removal of the general survey exception in the Title Commitment (as defined below): 5 (modified to show that the final installment of 1995 taxes have been paidCommitment. The Survey shall included “Table A” items 1, 2, 3, 4, 6(b), 6-7, 9 (modified to reference the ALTA Survey, as defined below7(a), 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 167(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 (vthe “Title Company”) Ameritech lien claims through their agent in Hartford, CT (as defined in 6.B(iiiXxxxx Xxxxxxx) below) (collectively called the "Permitted Exceptions"). B. Seller has furnished for a binding, irrevocable commitment for an ALTA 2006 Owner’s Title Insurance Policy to be issued to Purchaser a commitment ("the “Title Commitment"”) for ALTA (Form B, rev. 10/17/70) Owner's Title Insurance Policies showing title with respect to the Premises in SellerSeller Parcels and any easement providing access to such Seller Parcels from public roads through the remainder of the Shopping Center (collectively, and proposing to insure Purchaser the “Access Easement”), in the amount of the Purchase Price, evidencing that Seller owns and issued by 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 Company. The Title Commitment was accompanied by Commitment, as well as copies of the all 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 possessiondocuments, (ii) easements not shown by the public records, (iii) mechanic's lien claims (other no later 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 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 the date of 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 written notice ("satisfaction, any Title Cure Period") Objections. Seller shall not be required to cure remove any Title Objections, provided that notwithstanding the basis foregoing if any objection consists of the objectiona 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 its sole discretion) does not cure such matters within the Title Cure PeriodSection 7.6, Purchaser may, within two (2) Business Days after receipt but shall not be obligated to, close title subject to such mortgage , lien or encumbrance with an abatement 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 in the amount required to remove same. For purposes of this Article 7, a deed of trust or otherwisesimilar instrument shall be deemed to be a mortgage. If 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 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 is so terminatedAgreement, in which event, the Deposit Escrowee shall return promptly the Deposit be returned to Purchaser as its sole remedy Purchaser, and following such return, neither party shall have any further liability to the other 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 obligations 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 set forth 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 Section 4.G above the Title Commitment or Survey received by it if it fails to notify Seller of its objections to same within the Inspection Period, and Section 13.F below and the obligations any such matters shall constitute a part of the parties set forth in Section 8.D belowPermitted Exceptions. 7.5 In the event that Seller shall undertake title correction as aforesaid, which and shall survive the termination of this Agreement. If Seller does not receive written notice of Purchaser's election to terminate be successful, this Agreement within shall continue in full force and effect and Purchaser shall close the two (2) Business Day period specified abovetransaction contemplated hereby in accordance with the terms hereof. In the event that Seller shall only be partially successful in obtaining title correction, Purchaser shall be conclusively presumed to have elected to take title the same alternative rights 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 by a surveyor registered would have in the State of Illinois in a form substantially in accordance with Exhibit K hereto. D. The cost of the Title Commitments and the ALTA owner's event Seller had declined to seek title insurance policy issued pursuant thereto correction ("Title Policy"), the endorsements to the Title Policy set forth below, the ALTA Survey, and a 50-year chain of title report shall be paid by Seller. The cost of curing (if elected by Seller) any title or survey defects or adverse matters (limited as set forth in Sections 6.B and 6.C above) which are not Permitted Exceptions shall be paid by Sellerthe preceding paragraph of this Section). Purchaser shall obtain 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 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 is willing to issue)insure over the same or otherwise, in each case to the reasonable satisfaction of Purchaser. 7.7 Seller shall pay at Seller's sole cost, Closing on the Illinois equivalent of Seller Parcels the following endorsements: CLTA endorsement Nos. 100 (comprehensive, modified for owner's policy), 116.1 (survey), 103.7 (street address, access), 123.2 (zoning, with parking), 116.7 (map act), premium and a special endorsement insuring that the Property constitutes one separate and distinct tax parcel, work charges due in connection with the Title Policy, and the issuance of such endorsements a standard ALTA 2006 owner’s policy in favor of Purchaser providing coverage in the amount of the Purchase Price of the Seller Parcels being sold and with the Policy Modifications requested by Purchaser as well as the Endorsements. Purchaser shall be a condition of Closingsolely responsible for any additional premium due in connection with any endorsements that Purchaser may request in addition to the Endorsements listed in Section 7.2. Seller shall be responsible for the premiums associated with the Endorsements.

Title and Survey. A. The Premises shall be conveyed Prior to the Effective Date, Purchaser at Closing 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 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 2 survey of the Title Commitment Property prepared by Precision Land Surveying as Job No. 405102TI1-WDG (the “Survey”) in order to satisfy itself as defined below): 5 (modified to show that the final installment adequacy of 1995 taxes have been paid), 6-7, 9 (modified to reference the ALTA Survey, as defined below), 12, 13 and 16 (with an endorsement which protects Purchaser against any loss or cost resulting from the mechanics' lien that is the subject of exceptions 13 and 16), and (v) Ameritech lien claims (as defined in 6.B(iii) below) (collectively called the "Permitted Exceptions"). B. Seller has furnished to Purchaser a commitment ("Title Commitment") for ALTA (Form B, rev. 10/17/70) Owner's Title Insurance Policies showing title to the Premises in Seller, Property and proposing to insure Purchaser in the amount sufficiency 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 mattersSurvey. If at any time prior to 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 PurchaserClosing Date, Purchaser shall give written notice specifying such fact to Seller on or before five (5) Business Days after Purchaser receives written notice from the Title Company of one or more exceptions to the title that did not appear on the Title Commitment and such new exceptionexceptions are not acceptable to Purchaser, and Seller shall have (at Seller's election) thirty (30) days after the date of receipt of in Purchaser's written notice ("Title Cure Period") to cure the basis of the objection. If Seller (in its ’s sole discretion) does not cure such matters within the Title Cure Period, Purchaser may, within two five (25) Business Days business days after receiving such notice from the Title Company, deliver to Seller written notice of Purchaser’s objection thereto (an “Objection Notice”) and include with such notice copies of the documents related to any such objection. Seller shall promptly undertake to eliminate or cure any of the matters set forth in the Objection Notice which are (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 by their nature may be discharged by the payment of a specific sum of money, or bonding in 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 the Title Company. Such Monetary Encumbrances, Non-Monetary Encumbrances which Seller undertakes to 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 (“Seller’s Response”) 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 Escrow Agent given within five (5) business days of receipt of notice Seller’s Response whereupon the Escrow Agent shall immediately and automatically repay the Deposit, plus any accrued interest thereon, to Purchaser without demand, deduction offset or delay, or any consent, approval, authorization or release from Seller that 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 this Agreement. In lieu of such termination by Purchaser, if Seller does not elect to cure the matter objected to by Purchaseror eliminate any such Non-Monetary Encumbrances, (I) terminate this Agreement upon written notice given to Seller, or (II) Purchaser may elect, upon written notice given to Sellerin Purchaser’s sole discretion, to take title waive Purchaser’s objection thereto and accept such item as it then is without any set-off or deduction of any kind against the Purchase Price or otherwisea Permitted Exception. If this Agreement is so terminatedSeller shall fail to deliver a Seller’s Response to an Objection Notice in a timely manner, the Deposit Escrowee Seller shall return promptly the Deposit be deemed to Purchaser as its sole remedy and neither party shall have any liability elected to the other except for the obligations of Purchaser cure or eliminate all Non-Monetary Encumbrances 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 shall survive the termination of this AgreementObjection Notice. If Seller does not receive Purchaser shall fail to give written notice to Seller of Purchaser's ’s election to terminate this Agreement or waive Purchaser’s objection to any 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 two (2) Business Day period specified abovefor Seller to provide Seller’s Response, Purchaser shall be conclusively presumed deemed to have elected to take title as it then is as aforesaid. C. Seller has furnished terminate this Agreement whereupon the Escrow Agent shall immediately and automatically repay the Deposit, plus any accrued interest thereon, to Purchaser and Purchaser has approved a new survey (the "ALTA Survey")without demand, which isdeduction offset or delay, or will be prior to closingany consent, certified to Purchaser and the Title Company by a surveyor registered in the State of Illinois in a form substantially in accordance with Exhibit K heretoapproval, authorization or release from Seller. D. The cost of the Title Commitments and the ALTA owner's title insurance policy issued pursuant thereto ("Title Policy"), the endorsements to the Title Policy set forth below, the ALTA Survey, and a 50-year chain of title report shall be paid by Seller. The cost of curing (if elected by Seller) any title or survey defects or adverse matters (limited as set forth in Sections 6.B and 6.C above) which are not Permitted Exceptions shall be paid by Seller. Purchaser shall obtain (to the extent the Title Company is willing to issue), at Seller's sole cost, the Illinois equivalent of the following endorsements: CLTA endorsement Nos. 100 (comprehensive, modified for owner's policy), 116.1 (survey), 103.7 (street address, access), 123.2 (zoning, with parking), 116.7 (map act), and a special endorsement insuring that the Property constitutes one separate and distinct tax parcel, in connection with the Title Policy, and the issuance of such endorsements shall be a condition of Closing.

Title and Survey. A. The Premises (a) Seller shall be conveyed convey title to the Property 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 no exceptions other than the following (collectively, the “Permitted Exceptions”): (i) the lien of non-delinquent real estate taxes not yet due and assessmentspayable, (ii) all matters shown or raised on the rights of Tenants under the LeasesSurvey 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) acts 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 deeds of Purchaserwhich Seller agrees to cure, (iv) zoning ordinances, building codes and all applicable laws affecting the matters approved or deemed approved by PurchaserProperty, which are the following exceptions set forth in Schedule B, Section 2 of the Title Commitment (as defined below): 5 (modified to show that the final installment of 1995 taxes have been paid), 6-7, 9 (modified to reference the ALTA Survey, as defined below), 12, 13 and 16 (with an endorsement which protects Purchaser against any loss or cost resulting from the mechanics' lien that is the subject of exceptions 13 and 16), and (v) Ameritech lien claims the Leases and (as defined in 6.B(iiivi) below) (collectively called the "Permitted Exceptions"). B. Seller has furnished to acts of Purchaser a commitment ("Title Commitment") for ALTA (Form B, rev. 10/17/70) Owner's Title Insurance Policies showing title to the Premises in Seller, and proposing to insure Purchaser 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 those claiming by, through or under Ameritech in connection with tenant improvements in 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 Ameritech premisesEffective 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 (Ameritech lien claimsthe “Survey”), and (iv) survey matters. If 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 (the “Commitment”), 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 is amended to disclose new matters or Survey which are not permitted pursuant acceptable to Sections 6.A(i)- Purchaser (iii“Title-Survey Objections”) above or which are otherwise reasonably objected to by Purchaser, Purchaser shall give delivering written notice specifying such fact thereof to Seller on no later than three (3) days prior to the expiration of the 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 before five (5) Business Days after Purchaser receives written notice of such new exceptioncause to be removed, or insured over, at its expense, any Title-Survey Objections, and Seller shall have be entitled to a reasonable adjournment of the Closing (at Seller's election) not to exceed thirty (30) days after days) for the date purpose of receipt such removal, which removal will be deemed effected by the issuance of Purchaser's written notice ("Title Cure Period") title insurance eliminating or, if acceptable to cure the basis of the objection. If Seller (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) does 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 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 such matters within the Title Cure Period, Purchaser may, within two (2) Business Days after receipt of notice from Seller that Seller does not elect to cure the matter objected to by Purchaser, (I) terminate this Agreement upon written notice given to Seller, or (II) elect, upon written notice given to Seller, to take title as it then is without any set-off or deduction of any kind against the Purchase Price or otherwise. If this Agreement is so terminated, the Deposit Escrowee shall return promptly the Deposit to Purchaser as its sole remedy and neither party shall have any liability to the other except for the obligations of 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 shall survive the termination of this Agreementsame. If Seller does elects (or is deemed) to elect to not receive written notice of Purchaser's election cure any Title-Survey Objections, Purchaser may elect to terminate this Agreement within and receive the two (2) Business Day period specified above, 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 conclusively presumed deemed an election by Purchaser to have elected to take title as it then is as aforesaidnot terminate this Agreement. C. (d) At Closing, 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 by a surveyor registered in the State of Illinois in a form substantially in accordance with Exhibit K hereto. D. The cost of the Title Commitments and the ALTA owner's shall convey title insurance policy issued pursuant thereto ("Title Policy"), the endorsements to the Title Policy set forth belowProperty to Purchaser, the ALTA Survey, and a 50-year chain of title report shall be paid by Seller. The cost of curing (if elected by Seller) any title or survey defects or adverse matters (limited as set forth in Sections 6.B and 6.C above) which are not Permitted Exceptions shall be paid by Seller. Purchaser shall obtain (subject only to the extent the Title Company is willing to issue), at Seller's sole cost, the Illinois equivalent of the following endorsements: CLTA endorsement Nos. 100 (comprehensive, modified for owner's policy), 116.1 (survey), 103.7 (street address, access), 123.2 (zoning, with parking), 116.7 (map act), and a special endorsement insuring that the Property constitutes one separate and distinct tax parcel, in connection with the Title Policy, and the issuance of such endorsements shall be a condition of ClosingPermitted Exceptions.

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 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 3.01. Haverty has heretofore furnished to Purchaser a commitment ("commitments from the Title Commitment") for Company to issue to Purchaser or its designee at Closing extended coverage ALTA (Form B, rev. 10/17/70) Owner's Title Insurance Policies showing title to (the Premises in Seller, and proposing to insure Purchaser "Owner's Title Policy") in the amount of the Purchase PricePrice 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 issued 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 Title CompanyClosing does not occur. The Title Commitment was accompanied confidentiality provisions of this Section 3.03 shall not apply to any disclosures made 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 possessionPurchaser as required by law, (ii) easements not shown by the public recordscourt order, (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 any subpoena served upon Purchaser, ; provided Purchaser shall give provide Haverty with written notice specifying before making any such fact to Seller on or before five (5) Business Days after Purchaser receives written notice of such new exception, and Seller shall have (at Seller's election) thirty (30) days after the date of receipt of Purchaser's written notice ("Title Cure Period") to cure the basis of the objection. If Seller (in its sole discretion) does not cure such matters within the Title Cure Period, Purchaser may, within two (2) Business Days after receipt of notice from Seller that Seller does not elect to cure the matter objected to by Purchaser, (I) terminate this Agreement upon written notice given to Seller, or (II) elect, upon written notice given to Seller, to take title as it then is without any set-off or deduction of any kind against the Purchase Price or otherwise. If this Agreement is so terminated, the Deposit Escrowee shall return promptly the Deposit to Purchaser as its sole remedy and neither party shall have any liability to the other except for the obligations of 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 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 aforesaiddisclosure. 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 by a surveyor registered in the State of Illinois in a form substantially in accordance with Exhibit K hereto. D. The cost of the Title Commitments and the ALTA owner's title insurance policy issued pursuant thereto ("Title Policy"), the endorsements to the Title Policy set forth below, the ALTA Survey, and a 50-year chain of title report shall be paid by Seller. The cost of curing (if elected by Seller) any title or survey defects or adverse matters (limited as set forth in Sections 6.B and 6.C above) which are not Permitted Exceptions shall be paid by Seller. Purchaser shall obtain (to the extent the Title Company is willing to issue), at Seller's sole cost, the Illinois equivalent of the following endorsements: CLTA endorsement Nos. 100 (comprehensive, modified for owner's policy), 116.1 (survey), 103.7 (street address, access), 123.2 (zoning, with parking), 116.7 (map act), and a special endorsement insuring that the Property constitutes one separate and distinct tax parcel, in connection with the Title Policy, and the issuance of such endorsements shall be a condition of Closing.

Title and Survey. A. The Premises shall be conveyed to Purchaser at Closing by a recordable limited warranty deed in 3.1 Within ten (10) days after the form of Exhibit C attached hereto and made a part hereof and shall be subject to Effective Date (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 2 of the Title Commitment (as defined below): 5 (modified to show that the final installment of 1995 taxes have been paidhereinafter defined), 6-7, 9 (modified Seller shall use commercially reasonable efforts to reference the ALTA Survey, as defined below), 12, 13 and 16 (with an endorsement which protects Purchaser against any loss or cost resulting from the mechanics' lien that is the subject of exceptions 13 and 16), and (v) Ameritech lien claims (as defined in 6.B(iii) below) (collectively called the "Permitted Exceptions"). B. Seller has furnished cause to be delivered to Purchaser a commitment Commitment for Title Insurance (the "Title Commitment") for ALTA (Form Bdated not earlier than the date of this Agreement, rev. 10/17/70) Owner's Title Insurance Policies showing title to the Premises in Seller, and proposing to insure Purchaser in the amount of the Purchase Price, and 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 was accompanied shall describe the Land (which legal description, unless and to the extent modified by copies 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 underlying title exception documents referred Land and all exceptions which would appear in an Owner Policy of Title Insurance, if issued. With regard to therein and set forth the requirements for the deletion of the standard title policy printed exceptions pertaining 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 (i) rights provide that the exception shall be amended at Closing to except only to “shortages in area” upon receipt from Seller of 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 written leases; the exception for restrictive covenants shall be deleted or endorsed “none of record except. . . (ii) easements with an express description by applicable recording data of those restrictive covenants affecting the Land)”; the exception for taxes shall be limited to standby fees and taxes owing for the year in which the Closing occurs and subsequent years and subsequent assessments for prior years due to changes in land use of the 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 public records, ; and there shall be no general exception for visible and apparent easements or roads and highways or similar items (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)any such specific exception to be specifically referenced to, 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 or otherwise. If this Agreement is so terminatedshown on, the Deposit Escrowee shall return promptly the Deposit to Purchaser as its sole remedy and neither party shall have any liability to the other except for the obligations of Purchaser set forth Survey described in Section 4.G above and Section 13.F 3.3 below and the obligations of the parties set forth in Section 8.D below, which shall survive the termination of this Agreement. If Seller does not receive written notice of Purchaser's election to terminate this Agreement within the two (2) Business Day period specified above, Purchaser shall be conclusively presumed to have elected to take title as it then is as aforesaidalso identified by any applicable recording data). 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 by a surveyor registered in the State of Illinois in a form substantially in accordance with Exhibit K hereto. D. The cost of the Title Commitments and the ALTA owner's title insurance policy issued pursuant thereto ("Title Policy"), the endorsements to the Title Policy set forth below, the ALTA Survey, and a 50-year chain of title report shall be paid by Seller. The cost of curing (if elected by Seller) any title or survey defects or adverse matters (limited as set forth in Sections 6.B and 6.C above) which are not Permitted Exceptions shall be paid by Seller. Purchaser shall obtain (to the extent the Title Company is willing to issue), at Seller's sole cost, the Illinois equivalent of the following endorsements: CLTA endorsement Nos. 100 (comprehensive, modified for owner's policy), 116.1 (survey), 103.7 (street address, access), 123.2 (zoning, with parking), 116.7 (map act), and a special endorsement insuring that the Property constitutes one separate and distinct tax parcel, in connection with the Title Policy, and the issuance of such endorsements shall be a condition of Closing.

Title and Survey. A. The Premises (a) Within fifteen (15) business days after the Exercise Notice, ASDSC shall be conveyed cause Commonwealth Land Title Company, 5847 San Felipe, Suite 4000, Houston, Texas, Attn: Paige Xxxxxx (the "Title Company"), to Purchaser at Closing by deliver xx Xxxxxxxxx, xx ASDSC's expense, a recordable limited warranty deed in current owner'x xxxxx insurance commitment (the form of Exhibit C attached hereto and made a part hereof and shall be subject to (i"Commitment") naming Kellstrom as 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 Purchaserintended insured, which are 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 exceptions set forth in Schedule B, Section 2 of the Title Commitment (as defined below): 5 (modified to show that the final installment of 1995 taxes have been paid), 6-7, 9 (modified to reference the ALTA Survey, as defined below), 12, 13 and 16 (with an endorsement which protects Purchaser against any loss or cost resulting from the mechanics' lien that is the subject of exceptions 13 and 16), and (v) Ameritech lien claims (as defined in 6.B(iii) below) (collectively called the "Permitted Exceptions"): (i) Ad valorem real estate taxes for 2000 and subsequent years, which at the time of Closing shall not yet be due and payable; (ii) All matters shown on Schedule B, Item 9 of the Commonwealth Land Title Insurance Company Commitment with an effective date of October 8, 2000 and G.F. No. 0084136 (the "October Commitment"); (iii) Matters set forth in this Letter Agreement; (iv) Matters to be satisfied by ASDSC at or before the Closing of this transaction; and (v) Any other matters acceptable to Kellstrom. B. Seller has furnished (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 Purchaser a commitment ("be delivered by the Title Commitment") for ALTA (Form B, rev. 10/17/70) Owner's Title Insurance Policies showing Company to Kellstrom shall show title to the Premises Realty to be vested in Seller, and proposing ASDSC subjexx xxxx xo the Permitted Exceptions. If Kellstrom finds title to insure Purchaser be defective (but only to the extent not dixxxxxxx xn the October Commitment) or if the 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 Priceothers or violate any restrictions, provisions of this Letter Agreement or applicable governmental regulations (and issued by provided that the Title Company. The Title Commitment was accompanied by copies of Company cannot provide affirmative insurance as to such items; and provided further that such items were not disclosed on the underlying title exception documents referred to therein and set forth the requirements for the deletion of the standard title policy exceptions pertaining to Survey, Kellstrom shall, within ten (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 (3010) days after the date of Kellstrom's receipt of Purchaser's written notice ("Title Cure Period"txx Xxxxxxment and Updated Survey, notify ASDXX xx xxxxxng specifying the defect(s) and ASDSC shall cause such defects to cure be cured by the basis Closing Date or at Closing, including the bringing of the objectionlawsuits if necessary. If Seller (in its sole discretion) does not cure such matters within the Title Cure PeriodASDSC agrees to remove by payment, 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 Sellerbonding, or (II) elect, upon written notice given to Seller, to take title as it then is without otherwise any set-off or deduction of any kind lien against the Purchase Price Property capable of removal by the payment of money or otherwisebonding. If this Agreement is so terminated, ASDSC shall execute appropriate documents at Closing as required for "gap coverage" by the Deposit Escrowee shall return promptly the Deposit to Purchaser as its sole remedy and neither party shall have any liability to the other except for the obligations of 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 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 by a surveyor registered in the State of Illinois in a form substantially in accordance with Exhibit K hereto. D. The cost of the Title Commitments and the ALTA owner's title insurance policy issued pursuant thereto ("Title Policy"), the endorsements to the Title Policy set forth below, the ALTA Survey, and a 50-year chain of title report shall be paid by Seller. The cost of curing (if elected by Seller) any title or survey defects or adverse matters (limited as set forth in Sections 6.B and 6.C above) which are not Permitted Exceptions shall be paid by Seller. Purchaser shall obtain (insurer to the extent the Title Company is willing to issue), at Seller's sole cost, the Illinois equivalent of the following endorsements: CLTA endorsement Nos. 100 (comprehensive, modified for owner's policy), 116.1 (survey), 103.7 (street address, access), 123.2 (zoning, with parking), 116.7 (map act), and a special endorsement insuring that the Property constitutes one separate and distinct tax parcel, in connection with the Title Policy, and the issuance of title insurer can provide such endorsements shall be a condition of Closinggap coverage.

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 (ia) the lien of non-delinquent real estate taxes and assessments, (ii) the rights of Tenants under the Leases, (iii) acts and deeds of Purchaser, (iv) the matters approved or deemed approved by Purchaser, which are the following exceptions set forth in Schedule B, Section 2 of the Title Commitment (as defined below): 5 (modified to show that the final installment of 1995 taxes have been paid), 6-7, 9 (modified to reference the ALTA Survey, as defined below), 12, 13 and 16 (with an endorsement which protects Purchaser against any loss or cost resulting from the mechanics' lien that is the subject of exceptions 13 and 16), and (v) Ameritech lien claims (as defined in 6.B(iii) below) (collectively called the "Permitted Exceptions"). B. Seller has furnished to Purchaser a commitment ("Title Commitment") for ALTA (Form B, rev. 10/17/70) Owner's Title Insurance Policies showing title to the Premises in Seller, and proposing to insure Purchaser 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 No more 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 this Lease, Lessor shall furnish to Lessee at Lessor's expense, a current ALTA 1992 Form B standard commitment for owner's policy of Purchaser's written notice title insurance (the "Title Cure PeriodCommitment") ), issued by the Title Company, under which the Title Company shall agree to cure insure, in the basis 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 2.1(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 objectionProperty for the purposes herein contemplated by Purchaser. If Seller (in its sole discretion) does not cure such matters within In addition, Lessor shall cause the Title Cure Period, Purchaser may, within two Company to issue endorsements in said Title Commitment covering the following: (1) an access endorsement insuring that there is direct and unencumbered access for automobiles and commercial vehicles to and from the demised premises to physically open streets; (2) Business Days 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 receipt the date of notice from Seller that Seller does 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 elect to cure the matter objected to by Purchaser, more than sixty (I60) terminate this Agreement upon written notice given to Seller, or (II) elect, upon written notice given to Seller, to take title as it then is without any set-off or deduction of any kind against the Purchase Price or otherwise. If this Agreement is so terminated, the Deposit Escrowee shall return promptly the Deposit to Purchaser as its sole remedy and neither party shall have any liability days prior to the other except for the obligations date 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 shall survive the termination of this Agreement. If Seller does not receive written notice of Purchaser's election delivery to terminate this Agreement within the two (2) Business Day period specified above, Purchaser shall be conclusively presumed Lessee by an Illinois registered professional engineer or land surveyor reasonably acceptable 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 Lessee (the "ALTA Survey"), which is, or will be prior to closing, certified to Purchaser which: (1) is prepared in accordance with Minimum Standard Detail Requirements for Illinois Land Title Surveys for the benefit of Lessee and the Title Company Company; (2) is accompanied by the 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 demised 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, 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 demised premises; (7) bears the preparer's certificate that no part of the Property is located within any zone of a surveyor registered in one hundred (100) year flood plain, nor within or adjacent to any navigable waters under the State jurisdiction of the Illinois Department of Natural Resources; (8) and must otherwise be in a form substantially reasonably acceptable to Lessee. The Minimum Standard Detail Certificate shall run in accordance with Exhibit K hereto. D. The cost favor of Lessee and the Title Commitments and the ALTA owner's title insurance policy issued pursuant thereto ("Title Policy"), the endorsements to the Title Policy set forth below, the ALTA Survey, and a 50-year chain of title report Company. The Survey shall be paid by Seller. The cost of curing (if elected by Seller) any title or survey defects or adverse matters (limited as set forth in Sections 6.B a form and 6.C above) which are not Permitted Exceptions shall be paid by Seller. Purchaser shall obtain (substance sufficient to the extent permit the Title Company is willing to issue), at Seller's sole cost, the Illinois equivalent of the following endorsements: CLTA endorsement Nos. 100 (comprehensive, modified waive any exceptions for owner's policy), 116.1 (survey and other matters which would be disclosed by a proper and correct survey), 103.7 (street address, access), 123.2 (zoning, with parking), 116.7 (map act), and a special endorsement insuring that the Property constitutes one separate and distinct tax parcel, in connection with the Title Policy, and the issuance of such endorsements shall be a condition of Closing.

Title and Survey. A. The Premises (a) Sellers shall be conveyed obtain and deliver 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 2 of the Title Commitment (as defined below): 5 (modified to show that the final installment of 1995 taxes have been paid), 6-7, 9 (modified to reference the ALTA Survey, as defined below), 12, 13 and 16 (with an endorsement which protects Purchaser against any loss or cost resulting from the mechanics' lien that is the subject of exceptions 13 and 16), and (v) Ameritech lien claims (as defined in 6.B(iii) below) (collectively called the "Permitted Exceptions"). B. Seller has furnished to Purchaser a commitment ("Title Commitment") for ALTA (Form B, rev. 10/17/70) Owner's Title Insurance Policies showing title to the Premises in Seller, and proposing to insure Purchaser 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 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 receives written notice 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 (the “Granted 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 Objection 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 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") exceptions it will not eliminate. If Sellers agree to cure the basis 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 the objectionall such additional exceptions which Purchaser agrees to accept. If Seller (in its sole discretion) does Sellers elect not to cure such matters within the Title Cure Periodall exceptions to title to which Purchaser has properly objected, Purchaser may, within two (2) Business Days after receipt at Purchaser’s sole discretion, by written notice delivered prior to the expiration of notice from Seller that Seller does not elect to cure the matter objected to by PurchaserDue Diligence Period, (I) terminate this Agreement upon written notice given in its entirety. (c) Sellers shall cooperate with Purchaser, at Purchaser’s sole cost, if Purchaser elects to Sellerobtain an update to the Existing Survey (the “Updated Survey”). (d) Upon the Closing, or Purchaser’s title to the Land shall be insured by an ALTA (II2006) electextended coverage owner’s policy of title insurance, upon written notice given reflecting the Updated Survey, if any, showing title vested in Purchaser as of the Closing Date, subject only to Sellerthe Permitted Exceptions, to take title as it then is without any set-off or deduction including the Granted Endorsements, and issued by the Title Company with aggregate liability in the amount of any kind against the Purchase Price or otherwise. If this Agreement is so terminated(collectively, the Deposit Escrowee shall return promptly the Deposit to Purchaser as its sole remedy and neither party shall have any liability to the other except for the obligations of 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 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 by a surveyor registered in the State of Illinois in a form substantially in accordance with Exhibit K hereto. D. The cost of the Title Commitments and the ALTA owner's title insurance policy issued pursuant thereto ("“Title Policy"”), the endorsements to the Title Policy set forth below, the ALTA Survey, and a 50-year chain of title report shall be paid by Seller. The cost of curing (if elected by Seller) any title or survey defects or adverse matters (limited as set forth in Sections 6.B and 6.C above) which are not Permitted Exceptions shall be paid by Seller. Purchaser shall obtain (to the extent the Title Company is willing to issue), at Seller's sole cost, the Illinois equivalent of the following endorsements: CLTA endorsement Nos. 100 (comprehensive, modified for owner's policy), 116.1 (survey), 103.7 (street address, access), 123.2 (zoning, with parking), 116.7 (map act), and a special endorsement insuring that the Property constitutes one separate and distinct tax parcel, in connection with the Title Policy, and the issuance of such endorsements shall be a condition of Closing.

Title and Survey. A. The Premises shall (a) Not later than fifteen (15) days after the Effective Date, PMB shall, at PMB’s expense, deliver or caused to be conveyed delivered 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 Purchaser: (i) a current commitment for an Owner’s Policy of Title Insurance for the lien East Park Property from the Title Company issued to City with a proposed insured amount of non-delinquent real estate taxes and assessments$250,000.00, (the “Insured 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 rights of Tenants under Title Commitment that are available to the Leases, Title Company; (iii) acts and deeds any environmental or geotechnical studies or reports that Seller may have in its possession as of Purchaser, the Effective Date with respect to the Property; (iv) tax certificate(s) regarding the matters approved or deemed approved by Purchaser, which are payment of ad valorem taxes for current and prior years; (v) the following exceptions set forth in Schedule B, Section 2 most recent survey and plat of the Title Commitment East Park Property that PMB has in PMB’s possession; and (as defined below): 5 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. (modified b) If the survey provided by PMB pursuant to show that the final installment of 1995 taxes have been paidSection 3.1(a)(v) (if so provided), 6-7, 9 is determined by Title Company to be insufficient for purposes of obtaining a T-3 Survey Deletion endorsement to the Title Policy (modified to reference the ALTA Survey, as defined below), 12, 13 and 16 (with an endorsement which protects Purchaser against any loss or cost resulting from the mechanics' lien that is the subject of exceptions 13 and 16), and (v) Ameritech lien claims (as defined in 6.B(iii) below) (collectively called the "Permitted Exceptions"). B. Seller has furnished to Purchaser a commitment ("Title Commitment") for ALTA (Form B, rev. 10/17/70) Owner's Title Insurance Policies showing title to the Premises in Seller, and proposing to insure Purchaser 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 later 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 PeriodEffective Date, Purchaser mayPMB, within two (2) Business Days after receipt of notice from Seller that Seller does not elect to cure the matter objected to by Purchaserat PMB’s cost, (I) terminate this Agreement upon written notice given to Seller, or (II) elect, upon written notice given to Seller, to take title as it then is without any set-off or deduction of any kind against the Purchase Price or otherwise. If this Agreement is so terminated, the Deposit Escrowee shall return promptly the Deposit to Purchaser as its sole remedy and neither party shall will have any liability to the other 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 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")”) 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, which isand the plat shall show the location of all improvements, highways, streets, roads, railroads, rivers, creeks, or will 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 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 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 closingClosing. 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, certified or if PMB does not deliver written notice to Purchaser 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 purposes of this Agreement, or (ii) terminate this Agreement by written notice to PMB and the Title Company by a surveyor registered in prior to the State of Illinois in a form substantially in accordance with Exhibit K hereto. D. The cost expiration of the Title Commitments and the ALTA owner's title insurance policy issued pursuant thereto ("Title Policy")Inspection Period without further liability to either City or PMB, the endorsements to the Title Policy set forth below, the ALTA Survey, and a 50-year chain except for obligations of title report shall be paid by Seller. The cost PMB which survive termination of curing (if elected by Seller) any title or survey defects or adverse matters (limited as set forth in Sections 6.B and 6.C above) which are not Permitted Exceptions shall be paid by Seller. Purchaser shall obtain (to the extent the Title Company is willing to issue), at Seller's sole cost, the Illinois equivalent of the following endorsements: CLTA endorsement Nos. 100 (comprehensive, modified for owner's policy), 116.1 (survey), 103.7 (street address, access), 123.2 (zoning, with parking), 116.7 (map act), and a special endorsement insuring that the Property constitutes one separate and distinct tax parcel, in connection with the Title Policy, and the issuance of such endorsements shall be a condition of Closingthis Agreement.

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) Except for Permitted Title Exceptions (as defined in this Section 1112(a)), any encumbrances imposed pursuant to the lien 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 non-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 real estate taxes charges and assessments, . (ii) Within five (5) business days after the rights completion of Tenants under the LeasesSubdivision 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. 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) acts OVG shall have until the date that is twenty-one (21) days following OVG’s receipt of the draft Survey and deeds 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 to 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 Purchaserthe 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 matters approved or deemed approved by PurchaserTitle Objection Date but before the Lease Execution Date, which are the following exceptions set forth in Schedule B, Section 2 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 (as defined below): 5 a “OVG Intervening Title Objection Notice”) that sets forth such matters in reasonable detail (modified “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 show that City within fifteen (15) business days after OVG receives the final installment of 1995 taxes have been paid), 6-7, 9 same (modified to reference but in no event later than 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 16Lease Execution Date), and (vB) Ameritech lien claims (as defined OVG shall have no right to give a OVG Intervening Title Objection Notice with respect to any matters disclosed to OVG in 6.B(iii) below) (collectively called the "Permitted Exceptions"). B. Seller has furnished to Purchaser a commitment ("Title Commitment") for ALTA (Form B, rev. 10/17/70) Owner's Title Insurance Policies showing title 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 Sellera 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 proposing OVG shall have no further right to insure Purchaser 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 amount 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 Purchase PriceOVG Title Election Date, then OVG shall be deemed to have waived the OVG Intervening Title Objections and assumed all risk, liability, and issued 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 the Closing shall not constitute Permitted 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)Exceptions, and (ivB) 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 City shall have until ten (at Seller's election10) thirty (30) business days after prior to 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 Lease Execution Date cure such matters within the Title Cure Period, Purchaser may, within two matters. (2v) Business Days after receipt of notice from Seller that Seller does not elect to cure the matter objected to by Purchaser, (I) terminate this Agreement upon written notice given to Seller, or (II) elect, upon written notice given to Seller, to take title as it then is without any set-off or deduction of any kind against the Purchase Price or otherwise. If this Agreement is so terminated, the Deposit Escrowee shall return promptly the Deposit to Purchaser as its sole remedy and neither party shall have any liability to the other except for the obligations of 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 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 OVG shall be conclusively presumed entitled 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 request that the Title Company by provide such endorsements to OVG’s title insurance policy as OVG may reasonably require (including, without limitation, a surveyor registered in subdivision endorsement), provided that such endorsements or amendments shall be at no cost to, and shall impose no additional liability on, City; provided further, however, that City shall execute for the State of Illinois in a form substantially in accordance with Exhibit K hereto. D. The cost benefit of the Title Commitments and the ALTA Company a customary owner's title insurance policy issued pursuant thereto ("Title Policy"), the endorsements to the Title Policy set forth below, the ALTA Survey, and a 50-year chain of title report shall be paid by Seller. The cost of curing (if elected by Seller) any title or survey defects or adverse matters (limited as set forth in Sections 6.B and 6.C above) which are not Permitted Exceptions shall be paid by Seller. Purchaser shall obtain (to the extent the Title Company is willing to issue), at Seller's sole cost, the Illinois equivalent of the following endorsements: CLTA endorsement Nos. 100 (comprehensive, modified for owner's policy), 116.1 (survey), 103.7 (street address, access), 123.2 (zoning, with parking), 116.7 (map act), and a special endorsement insuring that the Property constitutes one separate and distinct tax parcel, in connection with the Title Policy, and the issuance of such endorsements shall be a condition of Closing’s affidavit.

Title and Survey. A. The Premises (i) Seller shall be conveyed have furnished to Purchaser, the Title Insurer and such other parties as Purchaser at Closing by 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 recordable limited warranty deed in the form of Exhibit C attached hereto and made a part hereof and shall 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 (ior 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 lien 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 non-delinquent real estate taxes and assessments, the Facility Site. (ii) For each Facility Site, Seller shall have furnished to Purchaser 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 rights Permitted Real Property Title Exceptions and liens or encumbrances of Tenants under a definite or ascertainable amount which can be removed by the Leases, (iii) acts and deeds payment of Purchaser, (iv) money at Closing in an amount not in excess of the matters approved or deemed approved amount to be paid by PurchaserPurchaser hereunder on the Closing Date, which are Seller shall so remove on or before the following Closing Date, Seller shall have until Closing to have such exceptions set forth removed from the Title 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 and in Schedule B, Section 2 of accordance with 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 (vincluding all endorsements) Ameritech lien claims (as defined in 6.B(iii) below) (collectively called the "Permitted Exceptions"). B. Seller has furnished to Purchaser a commitment ("Title Commitment") for ALTA (Form B, rev. 10/17/70) Owner's Title Insurance Policies showing insuring fee simple title to the Premises in Seller, and proposing to insure Purchaser Real Property in the amount Purchaser as of the Purchase PriceClosing Date, 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 or otherwise. If this Agreement is so terminated, the Deposit Escrowee shall return promptly the Deposit to Purchaser as its sole remedy and neither party shall have any liability subject only to the Permitted Real Property Title Exceptions and such other except for the obligations of exceptions as 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 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 aforesaidmay approve. 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 by a surveyor registered in the State of Illinois in a form substantially in accordance with Exhibit K hereto. D. The cost of the Title Commitments and the ALTA owner's title insurance policy issued pursuant thereto ("Title Policy"), the endorsements to the Title Policy set forth below, the ALTA Survey, and a 50-year chain of title report shall be paid by Seller. The cost of curing (if elected by Seller) any title or survey defects or adverse matters (limited as set forth in Sections 6.B and 6.C above) which are not Permitted Exceptions shall be paid by Seller. Purchaser shall obtain (to the extent the Title Company is willing to issue), at Seller's sole cost, the Illinois equivalent of the following endorsements: CLTA endorsement Nos. 100 (comprehensive, modified for owner's policy), 116.1 (survey), 103.7 (street address, access), 123.2 (zoning, with parking), 116.7 (map act), and a special endorsement insuring that the Property constitutes one separate and distinct tax parcel, in connection with the Title Policy, and the issuance of such endorsements shall be a condition of Closing.

Title and Survey. A. The Premises (a) Within fifteen (15) business days after the Exercise Notice, ASDSC shall be conveyed cause Commonwealth Land Title Company, 5847 Xxx Xxxxxx, Xxxxx 0000, Houston, Texas, Attn: Paigx Xxxxxx (xxe "Title Company"), to Purchaser at Closing by deliver to Kellxxxxx, xx ASDSC's expense, a recordable limited warranty deed in current owner's title insurance commitment (the form of Exhibit C attached hereto and made a part hereof and shall be subject to (i"Commitment") naming Kellxxxxx xx 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 Purchaserintended insured, which are 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 exceptions set forth in Schedule B, Section 2 of the Title Commitment (as defined below): 5 (modified to show that the final installment of 1995 taxes have been paid), 6-7, 9 (modified to reference the ALTA Survey, as defined below), 12, 13 and 16 (with an endorsement which protects Purchaser against any loss or cost resulting from the mechanics' lien that is the subject of exceptions 13 and 16), and (v) Ameritech lien claims (as defined in 6.B(iii) below) (collectively called the "Permitted Exceptions"): (i) Ad valorem real estate taxes for 2000 and subsequent years, which at the time of Closing shall not yet be due and payable; (ii) All matters shown on Schedule B, Item 9 of the Commonwealth Land Title Insurance Company Commitment with an effective date of October 8, 2000 and G.F. No. 0084136 (the "October Commitment"); (iii) Matters set forth in this Letter Agreement; (iv) Matters to be satisfied by ASDSC at or before the Closing of this transaction; and (v) Any other matters acceptable to Kellxxxxx. B. Seller has furnished (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 Purchaser a commitment ("be delivered by the Title Commitment") for ALTA (Form B, rev. 10/17/70) Owner's Title Insurance Policies showing Company to Kellxxxxx xxxll show title to the Premises Realty to be vested in Seller, and proposing ASDSC subject only to insure Purchaser the Permitted Exceptions. If Kellxxxxx xxxds title to be defective (but only to the extent not disclosed in the amount 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 the Purchase Priceothers or violate any restrictions, provisions of this Letter Agreement or applicable governmental regulations (and issued by provided that the Title Company. The Title Commitment was accompanied by copies of Company cannot provide affirmative insurance as to such items; and provided further that such items were not disclosed on the underlying title exception documents referred to therein and set forth the requirements for the deletion of the standard title policy exceptions pertaining to Survey, Kellxxxxx xxxll, within ten (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 (3010) days after the date of receipt of Purchaser's written notice ("Title Cure Period") to cure the basis Kellxxxxx'x xxxeipt of the objectionCommitment and Updated Survey, notify ASDSC in writing 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. If Seller (in its sole discretion) does not cure such matters within the Title Cure PeriodASDSC agrees to remove by payment, 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 Sellerbonding, or (II) elect, upon written notice given to Seller, to take title as it then is without otherwise any set-off or deduction of any kind lien against the Purchase Price Property capable of removal by the payment of money or otherwisebonding. If this Agreement is so terminated, ASDSC shall execute appropriate documents at Closing as required for "gap coverage" by the Deposit Escrowee shall return promptly the Deposit to Purchaser as its sole remedy and neither party shall have any liability to the other except for the obligations of 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 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 by a surveyor registered in the State of Illinois in a form substantially in accordance with Exhibit K hereto. D. The cost of the Title Commitments and the ALTA owner's title insurance policy issued pursuant thereto ("Title Policy"), the endorsements to the Title Policy set forth below, the ALTA Survey, and a 50-year chain of title report shall be paid by Seller. The cost of curing (if elected by Seller) any title or survey defects or adverse matters (limited as set forth in Sections 6.B and 6.C above) which are not Permitted Exceptions shall be paid by Seller. Purchaser shall obtain (insurer to the extent the Title Company is willing to issue), at Seller's sole cost, the Illinois equivalent of the following endorsements: CLTA endorsement Nos. 100 (comprehensive, modified for owner's policy), 116.1 (survey), 103.7 (street address, access), 123.2 (zoning, with parking), 116.7 (map act), and a special endorsement insuring that the Property constitutes one separate and distinct tax parcel, in connection with the Title Policy, and the issuance of title insurer can provide such endorsements shall be a condition of Closinggap coverage.