Common use of Title Commitment and Survey Clause in Contracts

Title Commitment and Survey. (a) Buyer has received and reviewed a copy of the Title Commitment and the Existing Survey. Buyer is solely responsible for obtaining any updated title commitments, surveys, or any other title related matters Buyer desires with respect to the Assets at Buyer’s sole cost and expense. Buyer shall have until not later than 5:00 p.m. Eastern Time on the date that is no later than ten (10) days prior to the end of the Due Diligence Period (the “Title Report Objection Date”), to notify Seller’s attorney in writing (the “Title Report Objection Notice”) as to any items shown on the Title Commitment (as updated if applicable) that Buyer believes are not Permitted Exceptions. Buyer’s failure to timely deliver the Title Report Objection Notice on or prior to the 5:00 p.m. Eastern Time on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance of the Title Commitment and Buyer shall be deemed to have unconditionally waived any right to object to any matters set forth therein. If Buyer timely delivers a Title Report Objection Notice, Seller shall have seven (7) days after receipt of such notice to notify Buyer (i) that Seller will remove or cause to be removed such objectionable exceptions from title on or before the Closing, in which case the provisions of subsection 8.3(b) shall apply; or (ii) that Seller elects not to cause such exceptions to be removed at which time Buyer may elect, prior to the end of the Due Diligence Period, to accept the Title in its current condition or terminate this Agreement in which event the Deposit shall be promptly delivered to Seller and the parties shall have no further obligations to each other except for those that expressly survive the termination of this Agreement. Nothing in this subsection shall require Seller, despite any election by Seller to attempt to discharge any title exceptions, to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, other than with respect to the Pre-Effective Date Seller Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant to Section 8.3 of this Agreement.

Title Commitment and Survey. a. Attached hereto as Exhibit C is a title commitment with an effective date of September 6, 1995 (a"Title Commitment") Buyer has received for an owner's standard coverage title insurance policy ("Title Policy") issued by Chicago Title Insurance Company ("Title Insurer"). The owner's Title Policy issued at Closing will be in the amount of the Purchase Price subject only to real estate taxes not yet due and reviewed payable, the general printed exceptions contained in the policy and the special title exceptions set forth in Schedule B approved by Purchaser in writing prior to the expiration of the Approval Period. All of the above are herein referred to as the "Permitted Exceptions". The Title Commitment shall be conclusive evidence of good title as therein shown as to all matters insured by the policy, subject only to the exceptions therein stated. On the Closing Date, Seller shall cause the Title Insurer to issue the Title Policy or a copy of "marked up" commitment in conformity with the Title Commitment and the Existing SurveyPermitted Exceptions. Buyer is solely responsible for obtaining any updated title commitmentsSeller and Purchaser shall equally share the costs of the Title Policy; however, surveys, Purchaser shall pay the costs of "extended coverage" or any other title related matters Buyer desires with respect to special endorsements which Purchaser requires. b. Purchaser acknowledges receipt of a survey ("Survey") of the Assets at Buyer’s sole cost Property prepared by Sears Surveying Company dated July 7, 1995, and expense. Buyer shall have until not later than 5:00 p.m. Eastern Time on Purchaser will approve or disapprove the date that is no later than ten (10) days Survey and advise Seller of any objections prior to the end expiration of the Due Diligence Period (the “Title Report Objection Date”), to notify Seller’s attorney in writing (the “Title Report Objection Notice”) as to any items shown on the Title Commitment (as updated if applicable) that Buyer believes are not Permitted Exceptions. Buyer’s failure to timely deliver the Title Report Objection Notice on or prior to the 5:00 p.m. Eastern Time on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance of the Title Commitment and Buyer shall be deemed to have unconditionally waived any right to object to any matters set forth thereinApproval Period. If Buyer timely delivers a Title Report Objection NoticePurchaser requires any additional survey work, Seller Purchaser shall have seven (7) days after receipt pay for the cost of such notice to notify Buyer (i) that Seller will remove or cause to be removed such objectionable exceptions from title on or before the Closing, in which case the provisions of subsection 8.3(b) shall apply; or (ii) that Seller elects not to cause such exceptions to be removed at which time Buyer may elect, prior to the end of the Due Diligence Period, to accept the Title in its current condition or terminate this Agreement in which event the Deposit shall be promptly delivered to Seller and the parties shall have no further obligations to each other except for those that expressly survive the termination of this Agreement. Nothing in this subsection shall require Seller, despite any election by Seller to attempt to discharge any title exceptions, to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, other than with respect to the Pre-Effective Date Seller Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant to Section 8.3 of this Agreementadditional work.

Title Commitment and Survey. (i) Tenant shall obtain (a) Buyer has received a title insurance commitment for the Premises (the “Title Commitment”) issued by Chicago Title Insurance Company (the “Title Company”) in the amount of the leasehold interest in the Premises, committing to insure Tenant against loss on account of any defect or encumbrance in the title, unless herein excepted and reviewed (b) an ALTA survey of the Premises, certified to Tenant, the Title Company and Tenant’s lender (the “Lender”) in accordance with the Lender’s survey requirements (the “Survey”). Landlord shall be responsible for the payment of the title insurance premium for Tenant’s leasehold title insurance policy in an insured amount up to $1,000,000 with Tenant being responsible for any premium due on any title insurance coverage obtained in excess of $1,000,000 and the title search and abstract fees associated with said title insurance policy. (ii) If a search of the title discloses judgments, bankruptcies or other liens against other persons having names the same as or similar to that of Landlord, Landlord, on request, shall deliver to Tenant and the Title Company affidavits showing that such judgments, bankruptcies or other liens are not against Landlord. (iii) On the Effective Date, Landlord shall deliver to Tenant, with a copy thereof to the Title Company, an affidavit with respect to (i) mechanic’s liens, certifying that as of the Effective Date there are no known unpaid bills rendered or to be rendered for services performed or materials furnished to the Premises and (ii) parties in possession, certifying that on the Effective Date, there are no parties other than Landlord in possession of the Premises. (iv) If the Premises are subject to a mortgage, Landlord, no later than the Effective Date, shall either cause the mortgage to be released as to the Premises or shall deliver to Tenant a subordination, non-disturbance and attornment agreement in recordable form, satisfactory to Tenant and executed by the mortgagee, acknowledging and agreeing that the foreclosure of the mortgage shall not eliminate or affect this Lease. (v) The Premises are being leased subject to any specific matters set forth in the Title Commitment and the Existing SurveySurvey unless written objections of the same (the “Title Objections”) are delivered to Landlord during the Inspection Period. Buyer is solely responsible for obtaining any updated title commitments, surveys, or any other title related matters Buyer desires with respect to the Assets at Buyer’s sole cost and expense. Buyer Landlord shall have until the end of the Inspection Period to either cure the Title Objections or notify Tenant of which Title Objections it will not later than 5:00 p.m. Eastern Time on cure. Should Landlord notify Tenant that it will not cure any timely made Title Objections or should Landlord fail to timely cure any timely made Title Objections, Tenant shall have the date that is no later than ten right to (10i) days accept said uncured Title Objections and continue with this Lease or (ii) terminate this Lease upon written notice to Landlord prior to the end of the Due Diligence Period (the “Title Report Objection Date”), to notify Seller’s attorney in writing (the “Title Report Objection Notice”) as to any items shown on the Title Commitment (as updated if applicable) that Buyer believes are not Permitted Exceptions. Buyer’s failure to timely deliver the Title Report Objection Notice on or prior to the 5:00 p.m. Eastern Time on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance of the Title Commitment and Buyer shall be deemed to have unconditionally waived any right to object to any matters set forth therein. If Buyer timely delivers a Title Report Objection Notice, Seller shall have seven (7) days after receipt of such notice to notify Buyer (i) that Seller will remove or cause to be removed such objectionable exceptions from title on or before the Closing, in which case the provisions of subsection 8.3(b) shall apply; or (ii) that Seller elects not to cause such exceptions to be removed at which time Buyer may elect, prior to the end of the Due Diligence Inspection Period, to accept the Title in its current condition or terminate this Agreement in which event the Deposit shall be promptly delivered to Seller and the parties shall have no further obligations to each other except for those that expressly survive the termination of this Agreement. Nothing in this subsection shall require Seller, despite any election by Seller to attempt to discharge any title exceptions, to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, other than with respect to the Pre-Effective Date Seller Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant to Section 8.3 of this Agreement.

Title Commitment and Survey. Seller has provided to Purchaser a title insurance commitment dated July 24, 2012 (athe “Commitment”) Buyer has received and reviewed a copy for an Owner’s Policy of the Title Commitment and the Existing Survey. Buyer is solely responsible for obtaining any updated title commitments, surveys, or any other title related matters Buyer desires with respect to the Assets at Buyer’s sole cost and expense. Buyer shall have until not later than 5:00 p.m. Eastern Time on the date that is no later than ten (10) days prior to the end of the Due Diligence Period Insurance from Chicago Title Company (the “Title Report Objection DateCompany”), to notify covering the Land, together with copies of all instruments reflected as exceptions set forth therein, as well as a copy of Seller’s attorney in writing existing ALTA survey of the Land prepared by Triad Associates and dated July 19, 2012 (the “Title Report Objection NoticeExisting Survey”). Purchaser acknowledges receipt of the Commitment and Existing Survey and hereby confirms and approves the Commitment, the Existing Survey, and any matters that would be shown or disclosed on a current ALTA survey of the Property (the “Updated Survey”; either of the Existing Survey or the Updated Survey is referred to herein as the “Survey”) as (all such matters that would be shown or disclosed on the Updated Survey shall constitute Permitted Exceptions). With respect to any items shown on title or survey matters first arising after the Title effective date of the Commitment (as updated if applicable) that Buyer believes are not Permitted Exceptions. Buyer’s failure to timely deliver or the Title Report Objection Notice date of the most recent certification of the Existing Survey and on or prior to the 5:00 p.m. Eastern Time on Closing that materially and adversely affect the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance operation of the Title Commitment Property, other than any of the Permitted Exceptions (to which Purchaser shall have no right to object), Purchaser shall have until the earlier of (i) five (5) Business Days after Purchaser’s discovery of such objections or (ii) the Closing Date to notify Seller in writing of Purchaser’s objection thereto, and Buyer such matters shall be deemed “Title Objections.” In the event Purchaser shall not timely notify Seller of any Title Objections, then such matters shall thereafter be deemed to have unconditionally waived be Permitted Exceptions. In the event Purchaser shall timely notify Seller of any right to object to any matters set forth therein. If Buyer timely delivers a Title Report Objection NoticeObjections, Seller shall have seven the right, but not the obligation, to cure such Title Objection(s) in its sole and absolute discretion. Within three (73) days Business Days after receipt of Purchaser’s notice of Title Objection(s), with the Closing Date automatically extended, if necessary, to allow for such response period, Seller shall notify Purchaser in writing whether Seller elects to attempt to cure such Title Objection(s). Failure of Seller to give such notice within said three (3) Business Day period shall be deemed an election by Seller not to notify Buyer (icure such Title Objection(s). If Seller elects or is deemed to have elected not to cure any Title Objection(s) that Seller will remove or cause specified in Purchaser’s notice, Purchaser shall have the following options, to be removed given by written notice to the Seller within five (5) Business Days after Purchaser’s receipt of Seller’s notice electing not to cure such objectionable exceptions from title objection(s) (or, if Seller fails to deliver such notice, within five (5) Business Days after the day on which Seller was required to deliver such notice): (a) to accept a conveyance of the Property subject to the Permitted Exceptions, specifically including any matters objected to by Purchaser which Seller has elected, or before the Closingis deemed to have elected, in not to cure (which case the provisions of subsection 8.3(bsuch matter(s) shall apply; thereafter be deemed to be a Permitted Exception), without reduction of the Purchase Price (provided that Purchaser shall have the right to negotiate with the Title Company for the removal of such objected to items or obtain endorsements with respect to such items), or (iib) that Seller elects not to cause such exceptions to be removed at which time Buyer may elect, prior to the end of the Due Diligence Period, to accept the Title in its current condition or terminate this Agreement in which event by sending written notice thereof to Seller and Escrow Agent, and upon delivery of such notice of termination, this Agreement shall terminate and the Deposit shall be promptly delivered returned to Seller Purchaser, and the parties thereafter neither party hereto shall have no any further rights, obligations to each other or liabilities hereunder except for those that matters which expressly survive the termination of this Agreement. Nothing in Failure of Purchaser to give such notice within said five (5) Business Day period shall be deemed a disapproval by Purchaser of the Commitment and a termination of this subsection Agreement whereby Purchaser shall require Sellerreceive a return of its Deposit and thereafter neither party hereto shall have any further rights, despite any election by Seller to attempt to discharge any title exceptions, to take obligations or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, other than with respect to the Pre-Effective Date Seller Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant to Section 8.3 liabilities hereunder except for those matters which expressly survive termination of this Agreement.

Title Commitment and Survey. (a) Seller has made available to Buyer title commitments (the “Title Commitments”) for each Owned Real Property and each Leased Real Property from First American Title Insurance Company (the “Title Company”) together with copies of all exception documents listed therein. At Buyer’s election, Buyer shall be entitled to procure from the Title Company an ALTA Form B owner’s title insurance policy for Owned Real Properties and a leasehold title insurance policy for Leased Real Properties with standard exceptions and with normal and customary endorsements for properties similar to the Owned Real Property and the Leased Real Property (including without limitation, Florida form endorsements relating to contiguity and survey and ALTA 9.1, 9.2-06 and/or 9.5-06 endorsements, provided that such endorsement shall be issued in accordance with the Title Company’s underwriting guidelines and standards) (the “Title Policies”). Seller has received and reviewed a copy also made available to Buyer recently prepared aerial “express maps” of the Owned Real Property produced by an affiliate of the Title Company (the “Survey”). All costs associated with the preparation of the Title Commitment and Survey and premiums for the Existing SurveyTitle Policy shall be borne by Seller and Buyer in equal amounts; provided that all costs for Title Policy endorsements shall be borne by Buyer. Buyer is solely responsible for obtaining any updated title commitmentsNotwithstanding the foregoing to the contrary, surveys, or any other title related matters Buyer desires the term “Title Commitments” with respect to the Assets at title commitments issued for the Ammonia Lease and the Phosphate Lease (each, as defined in Schedule 1I) includes modifications to such title commitment to include requirements that must be satisfied as a condition to insuring Buyer’s sole cost real property interest thereunder, including, without limitation, easement, access or other appurtenant rights, and expense. berthing rights currently provided for under the Ammonia Lease, but only to the extent such berthing rights are an insurable real property interest in such jurisdiction and insurable by the Title Company, it being specifically acknowledged by Buyer that the Title Company has advised the parties of its intention, as of the date hereof, to include a specific exception for such berthing rights in the Title Commitment for the Ammonia Lease. (b) If the Title Commitment, Survey or other evidence of title discloses a title defect, exceptions to title or other Encumbrance, other than a Permitted Encumbrance, Buyer shall have until not later than 5:00 p.m. Eastern Time on notify Seller within twenty (20) Business Days of receiving all of the date that is no later than ten (10) days title evidence requested by this Section 6.8. Seller shall use its commercially reasonable efforts to cure each title objection as an exception to the Title Commitment prior to the end of the Due Diligence Period Closing Date. (the “Title Report Objection Date”), to notify Seller’s attorney in writing (the “Title Report Objection Notice”c) as to any items shown on the Title Commitment (as updated if applicable) that Buyer believes are not Permitted Exceptions. Buyer’s failure to timely deliver the Title Report Objection Notice on or prior to the 5:00 p.m. Eastern Time on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance of the Title Commitment and Buyer shall be deemed to have unconditionally waived any right to object to any matters set forth therein. If Buyer timely delivers a Title Report Objection Notice, Seller shall have seven (7) days after receipt take all actions and prepare all documents necessary to effect the transfer to Buyer of such notice to notify Buyer (i) that Seller will remove or cause to be removed such objectionable exceptions from title on or before the Closing, in which case the provisions of subsection 8.3(b) shall apply; or (ii) that Seller elects not to cause such exceptions to be removed at which time Buyer may elect, prior to the end of the Due Diligence Period, to accept the Title in its current condition or terminate this Agreement in which event the Deposit shall be promptly delivered to Seller and the parties shall have no further obligations to each other except for those that expressly survive the termination of this Agreement. Nothing in this subsection shall require Seller, despite any election by Seller to attempt to discharge any title exceptions, to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, other than with respect to the Pre-Effective Date Seller Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant to Section 8.3 of this Agreementall Owned Real Properties.

Title Commitment and Survey. 3.1 Attached hereto as Exhibit F is a copy of a title commitment for an owner's standard title insurance policy issued by Lawyers Title Insurance Corporation, dated August 17, 1996 for the Property ("Title Commitment"). For purposes of this Agreement, "Permitted Exceptions" shall mean: (a) Buyer has received general ad valorem real estate taxes which are not yet due and reviewed payable; (b) association assessments, special district taxes and related charges not yet due and payable; (c) matters shown on the Survey (as hereinafter defined); (d) matters caused by the action or inaction of Purchaser or its agents; (e) the title exceptions set forth in Schedule B Section 2 of the Title Commitment except for items numbered 1 and 4 thereof; (f) the rights of tenants under leases; and (g) liens or encumbrances of a copy definite or ascertainable amount which may be removed or insured over by the payment of money or other security at the Closing Date, and which Seller removes or causes to be insured over at the Closing Date in accordance with Paragraph 5 hereof. All other exceptions to title shall be referred to as "Unpermitted Exceptions". It shall be a condition of Purchaser's obligation to close hereunder that on the Closing Date, Chicago Title Insurance Company ("Title Insurer") shall deliver to Purchaser a standard title policy in conformance with the Title Commitment subject only to Permitted Exceptions (excluding, however, the Permitted Exceptions described in subclause (g) above) and Unpermitted Exceptions waived in writing by Purchaser ("Title Policy"). The Title Policy shall insure that title is vested in Purchaser and shall not be subject to any equitable interests of Balcor Equity Pension Investors III. The Title Policy shall be conclusive evidence of good title as therein shown as to all matters to be insured by the Title Policy, subject only to the exceptions and requirements therein stated. Purchaser shall pay for the costs of the Title Commitment and Title Policy and Purchaser shall pay for the Existing Survey. Buyer is solely responsible for obtaining cost of any updated title commitments, surveysendorsements to, or any other title related matters Buyer desires with respect to the Assets at Buyer’s sole cost and expense. Buyer shall have until not later than 5:00 p.m. Eastern Time on the date that is no later than ten (10) days prior to the end of the Due Diligence Period (the “Title Report Objection Date”)extended coverage on, to notify Seller’s attorney in writing (the “Title Report Objection Notice”) as to any items shown on the Title Commitment (Policy as updated if applicable) that Buyer believes are not Permitted Exceptions. Buyer’s failure to timely deliver the Title Report Objection Notice on requested by Purchaser or prior to the 5:00 p.m. Eastern Time on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance of the Title Commitment and Buyer shall be deemed to have unconditionally waived any right to object to any matters set forth therein. If Buyer timely delivers a Title Report Objection Notice, Seller shall have seven (7) days after receipt of such notice to notify Buyer (i) that Seller will remove or cause to be removed such objectionable exceptions from title on or before the Closing, in which case the provisions of subsection 8.3(b) shall apply; or (ii) that Seller elects not to cause such exceptions to be removed at which time Buyer may elect, prior to the end of the Due Diligence Period, to accept the Title in its current condition or terminate this Agreement in which event the Deposit shall be promptly delivered to Seller and the parties shall have no further obligations to each other except for those that expressly survive the termination of this Agreement. Nothing in this subsection shall require Seller, despite any election by Seller to attempt to discharge any title exceptions, to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, other than with respect to the Pre-Effective Date Seller Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant to Section 8.3 of this AgreementPurchaser's lender.

Title Commitment and Survey. (a) Buyer has received and reviewed A. Attached hereto as Exhibit D is a copy of a title commitment for an owner's standard title insurance policy issued by Near North National Title Corporation as agent for First American Title Insurance Company (hereinafter referred to as "Title Insurer") dated April 4, 1997, as updated by datedown endorsement dated April 30, 1997 for the Property (the "Title Commitment"). During the Approval Period Purchaser shall have the right to review the status of title of the Property (including, determining what endorsements, if any, the Title Insurer will make available to Purchaser). If, prior to the expiration of the Approval Period, Purchaser notifies Seller that Purchaser objects to the status of title, then Seller shall have five (5) business days thereafter to elect to (i) terminate this Agreement, in which case the Exxxxxx Money, including interest thereon, shall be returned to Purchaser immediately following Seller's receipt of the "Reports" (as hereinafter defined) or (ii) agree to cure the title objections identified by Purchaser, which cure may be effectuated by causing the Title Insurer, at Seller's expense, to insure over any title objection, if applicable. If this Agreement has not been theretofore terminated, then promptly following the Approval Period, Purchaser and Seller will identify the exceptions to title which have been agreed to by Purchaser and Seller. Said exceptions to title are hereinafter referred to as the "Permitted Exceptions". On the Closing Date, Seller shall cause the Title Insurer to issue a standard title policy in conformance with the previously delivered Title Commitment or a "marked up" commitment in conformity with the Title Commitment, in either case, subject only to Permitted Exceptions or "Unpermitted Exceptions" (as hereinafter defined) which have been waived by Purchaser (the "Title Policy"). If the Title Policy or marked-up commitment delivered at Closing discloses exceptions to title other than Permitted Exceptions, then Purchaser may terminate this Agreement and obtain a return of its Exxxxxx Money, including interest thereon. Seller and Purchaser shall each pay for one-half of the costs of the Title Commitment and Title Policy (including the Existing Survey. Buyer is solely responsible for obtaining costs of any updated title commitments, surveysendorsements to, or any other title related matters Buyer desires with respect to extended coverage on, the Assets at Buyer’s sole cost and expenseTitle Policy). B. Purchaser acknowledges receipt of a survey ("Survey") of the Property prepared by Construction Engineering Associates recertified March 21, 1997. Buyer Purchaser shall have until not later than 5:00 p.m. Eastern Time on the date that is no later than ten (10) days prior to the end of the Due Diligence Approval Period to approve the Survey. If Purchaser disapproves the Survey because it contains matters which are not acceptable to Purchaser (the “Title Report Objection Date”"Survey Defects"), then upon notice delivered to notify Seller’s attorney in writing (the “Title Report Objection Notice”) as to any items shown on the Title Commitment (as updated if applicable) that Buyer believes are not Permitted Exceptions. Buyer’s failure to timely deliver the Title Report Objection Notice on or Seller by Purchaser prior to the 5:00 p.m. Eastern Time on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance expiration of the Title Commitment and Buyer shall be deemed to have unconditionally waived any right to object to any matters set forth therein. If Buyer timely delivers a Title Report Objection NoticeApproval Period, Seller shall have seven five (75) days to either: (i) cause the Survey Defects to be removed from the Updated Survey or (ii) cause the Title Insurer to insure against loss or damage resulting from the Survey Defects ("Title Indemnity"). If Seller is unwilling to do either (i) or (ii) above, then Purchaser shall have the right to elect to terminate this Agreement. Purchaser shall notify Seller of its election within five (5) days after receipt of such notice to notify Buyer (i) from Seller that Seller the Survey Defects will remove or cause to not be removed such objectionable exceptions from or that the Title Insurer will not issue the Title Indemnity. If Purchaser fails to make the election within the aforesaid five (5) days, then it shall be conclusively presumed that Purchaser has elected to take title on or before the Closing, in which case the provisions of subsection 8.3(b) shall apply; or (ii) that Seller elects not to cause such exceptions to be removed at which time Buyer may elect, prior to the end of Property subject to the Due Diligence Period, Survey Defects. If Purchaser elects to accept the Title in its current condition or terminate this Agreement in which event pursuant to this Paragraph, then the Deposit Exxxxxx Money plus all accrued interest shall be promptly delivered to Purchaser immediately following Seller's receipt of the Reports. Purchaser and Seller and shall evenly divide the parties shall have no further obligations to each other except for those that expressly survive costs of the termination Survey (including any modifications thereto made at the request of this Agreement. Nothing in this subsection shall require Seller, despite any election by Seller to attempt to discharge any title exceptions, to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, other than with respect to the Pre-Effective Date Seller Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant to Section 8.3 of this AgreementPurchaser).

Title Commitment and Survey. 1.1.1 Prior to the Effective Date, Seller provided Purchaser (ai) Buyer has received and reviewed a copy title commitment (“Title Commitment”) for an TLTA owner’s policy of title insurance issued by the Escrow Agent, together with (to the extent available to the Title Company or Seller) copies of all documents of record referred to in the Title Commitment as exceptions to title to the Real Property, and (ii) an existing survey (the “Existing Survey”) of the Real Property. Purchaser may obtain, at Purchaser’s expense, an updated survey (“Updated Survey” and together with the Existing Survey. Buyer is solely responsible for obtaining any updated title commitments, surveysthe “Survey”) of the Real Property during the Inspection Period certified to Purchaser, or Seller, Title Company and any other title related matters Buyer desires with respect party as Purchaser may direct, and promptly provide copies of the Updated Survey to Seller and the Escrow Agent. Seller agrees to provide a “no change” survey affidavit in commercially reasonable form acceptable to the Assets at BuyerEscrow Agent and Seller confirming that since the date of Seller’s sole cost and expense. Buyer shall Existing Survey, which the parties agree is August 28, 2024, no additional improvements have until not later than 5:00 p.m. Eastern Time been constructed on the date that is Property, no material alterations to the existing improvements have occurred on the Property, and otherwise in reasonable form sufficient to cause the Escrow Agent to amend the survey exception in the Title Commitment to read “shortages in area” only. 1.1.2 No later than ten (10) days following the Effective Date (the “Title Notice Deadline”), Purchaser may notify Seller of any defects in or encumbrances upon Seller’s title to the Property and/or the Survey (“Purchaser’s Objections”). Within five (5) days after Seller’s receipt of Purchaser’s Objections, Seller shall notify Purchaser in writing of the Purchaser’s Objections, if any, which Seller elects to cure at or prior to Closing (“Seller’s Title Response”). Seller’s failure to provide such a Seller’s Title Response for any one or more objections will be deemed an election by Seller not to cure any of such Purchaser’s Objections. If Seller elects not to cure any or all of Purchaser’s Objections, Purchaser may (as its sole and exclusive remedy) (i) terminate this Agreement by delivering written notice to Seller on or before five (5) days after receipt or deemed receipt of Seller’s Title Response (but in all events prior to the end of the Due Diligence Period Inspection Period, except as set forth in Section 3.2.3 below); in which event, the Deposit will be returned to Purchaser so long as no indemnity claims pursuant to Section 5.1.8 below remain outstanding (in which case the “Title Report Objection Date”Deposit shall be held by Escrow Agent until the satisfaction of such claim), and neither party shall have any rights or obligations under this Agreement (other than any obligations of either party that expressly survive termination), or (ii) waive Purchaser’s Objection and proceed to notify Seller’s attorney in writing (the “Title Report Objection Notice”) as to any items shown on the Title Commitment (as updated if applicable) that Buyer believes are not Permitted ExceptionsClosing. BuyerPurchaser’s failure to timely deliver terminate this 4 Agreement pursuant to the Title Report preceding sentence shall be a deemed waiver of Purchaser’s Objections. If Seller elects to cure any Purchaser’s Objection, but (i) is unable to effect a cure of such Purchaser’s Objection Notice on or before the Business Day immediately prior to the 5:00 p.m. Eastern Time on Closing Date, or (ii) Seller provides Purchaser written notice that it will be unable to timely effect a cure of such Purchaser’s Objection (“Seller’s Cure Notice”), then Purchaser as its sole and exclusive remedy may either terminate this Agreement upon the first to occur of (a) five (5) days after receipt of Seller’s Cure Notice, or (b) the Business Day immediately prior to the Closing Date or waive Purchaser’s Objection and proceed to Closing. Seller agrees to keep Purchaser reasonably apprised of Seller’s progress toward removing, correcting and/or satisfying Purchaser’s Objections that Seller elects to cure in Seller’s Title Response. If Purchaser timely terminates this Agreement, the Deposit shall be returned to Purchaser so long as no indemnity claims pursuant to Section 5.1.8 below remain outstanding (in which case the Deposit shall be held by Escrow Agent until the satisfaction of such claim) and this Agreement will be null and void and of no further force and effect whatsoever, except for the terms of this Agreement which expressly survive termination of this Agreement. If Purchaser fails to provide Purchaser’s Objections by the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance of the Title Commitment and Buyer Notice Deadline, it shall be deemed to have unconditionally approved the Title Commitment and Survey and deemed to have waived all objections thereto. For the avoidance of doubt, Seller shall be deemed to have cured a Purchaser Objection if the Title Company agrees to provide title insurance with respect to such matter or remove an exception to coverage for the subject item. 1.1.3 In the event an update to the Title Commitment following the Title Notice Deadline discloses any right new title or survey matters that (i) materially and adversely affect the Property, and (ii) has not otherwise been previously disclosed to object Purchaser, Purchaser may deliver written notice to any matters set forth thereinSeller of the same (“Supplemental Objections”) within three (3) days of receipt of such updated Title Commitment or Survey, as applicable. If Buyer timely delivers a Title Report Objection NoticeThereafter, the Supplemental Objections shall be treated in the same manner as the Purchaser Objections under Section 3.2.2. 1.1.4 Notwithstanding anything contained herein to the contrary, Seller shall have seven (7) days after receipt of such notice to notify Buyer (i) that Seller will remove or cause to be removed such objectionable exceptions from title on or before the Closing, in which case the provisions of subsection 8.3(b) shall apply; or (ii) that Seller elects not to cause such exceptions to be removed at which time Buyer may elect, prior to the end of the Due Diligence Period, to accept the Title in its current condition or terminate this Agreement in which event the Deposit shall be promptly delivered to Seller and the parties shall have no further obligations to each other except for those that expressly survive the termination of this Agreement. Nothing in this subsection shall require Seller, despite any election by Seller to attempt to discharge any title exceptions, obligation to take or any steps, bring any action or proceeding or incur any other steps expense whatsoever to remove eliminate, modify or cure any title exception or to expend any moneys therefor, other than survey matter with respect to the Pre-Effective Date Property except for the items Seller Encumbranceshas elected to cure in Seller’s Title Response, Post Effective Date except to the extent Seller delivers a Seller’s Cure Notice with respect to such matter. Notwithstanding anything to the contrary set forth herein, at or prior to the Closing Date, without any objection required by Purchaser, Seller shall be required to (i) satisfy, cure, cause to be released, or otherwise bond around all materialmen’s and mechanic’s liens affecting the Property created by, through or under Seller (specifically excluding any matters created by Purchaser and Purchaser’s representatives), and (ii) discharge any mortgage or deed of trust granted by Xxxxxx (if any), which Seller shall provide a payoff letter to Escrow Agent at Closing and cause such mortgage or deed of trust to be paid in full at Closing (collectively, “Monetary Encumbrances and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant to Section 8.3 of this AgreementLiens”).

Title Commitment and Survey. a. Purchaser has received a survey of the Property prepared by C. Field Deuel & Associates, Inc. dated March 31, 1993 (the "Xxxxting Survey"). Seller and Purchaser shall each pay for one-half of the costs of updating the Existing Survey and Seller shall deliver the updated survey (the "Updated Survey") to Purchaser within 21 days after the date hereof. b. Attached hereto as Exhibit D is a copy of a title commitment for an owner's standard title insurance policy issued by Charter Title Company Fort Bend, on behalf of Lawyers Title Insurance Company (hereinafter referred to as "Title Insurer") dated June 17, 1996 for the Property (the "Title Commitment"). c. If the Title Commitment or the Existing Survey discloses any exceptions to title objectionable to Purchaser, Purchaser may give written notice to Seller (the "Title Notice") of Purchaser's disapproval of any such exceptions (an "Unpermitted Exception") on or before September 18, 1996. Any title exceptions which are set forth in the Title Commitment or on the Existing Survey to which Purchaser does not object in accordance with the immediately preceding sentence shall be deemed "Permitted Exceptions". With regard to an Unpermitted Exception for which Purchaser gives Seller a Title Notice, Seller may but shall not have the obligation to notify Purchaser (the "Response Notice") within three (3) business days of receipt of the Title Notice whether Seller shall bond over, cure or cause the Title Insurer to remove such Unpermitted Exception from the Title Commitment. Any such Unpermitted Exception which Seller elects to bond over, cure or cause the Title Insurer to remove shall be additional Permitted Exceptions. If Seller does not so notify Purchaser, with respect to any Unpermitted Exception, Purchaser may either waive its objection and proceed towards closing or terminate this Agreement by giving written notice to Seller of its election within three (3) additional business days of the earlier to occur of (a) Buyer has received and reviewed a copy receipt by Purchaser of the Response Notice and (b) expiration of the three (3) business day period in which Seller may deliver the Response Notice. If Purchaser does not give such written notice within such three (3) additional business days, (i) Purchaser shall have waived its right to terminate this Agreement pursuant to this Paragraph 3c; (ii) such Unpermitted Exception shall be deemed an additional Permitted Exception; and (iii) the parties shall proceed to Closing. If Purchaser terminates this Agreement by written notice to Seller within such three (3) additional business days: (i) Purchaser shall promptly deliver to Seller copies of all studies, reports and other investigations obtained by Purchaser in connection with its due diligence of the Property, (ii) the Earnest Money deposited by Purchaser shall be immedxxxxxx paid to Purchaser, together with any interest earned thereon and (iii) neither Purchaser nor Seller shall have any right, obligation or liability under this Agreement, except for Purchaser's obligation to indemnify Seller and restore the Property, as more fully set forth in Paragraph 17. d. The Title Commitment and the Existing Survey. Buyer is solely responsible for obtaining any updated Survey shall be conclusive evidence of good title commitmentsas therein shown as to all matters to be insured by the title policy, surveys, or any other title related matters Buyer desires with respect subject only to the Assets at Buyer’s sole cost exceptions therein stated. On the Closing Date, "Purchaser's Title Insurer" (as hereinafter defined) shall deliver to Purchaser a ALTA 1992 Form Title Policy in conformance with the "Purchaser's Title Commitment" (as hereinafter defined), subject to only the Permitted Exceptions and expense. Buyer shall have until not later than 5:00 p.m. Eastern Time on the date that is no later than ten (10) days prior to the end of the Due Diligence Period Unpermitted Exceptions waived by Purchaser (the “"Title Report Objection Date”Policy"), to notify Seller’s attorney in writing (. Seller and Purchaser shall equally share the “Title Report Objection Notice”) as to any items shown on the Title Commitment (as updated if applicable) that Buyer believes are not Permitted Exceptions. Buyer’s failure to timely deliver the Title Report Objection Notice on or prior to the 5:00 p.m. Eastern Time on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance costs of the Title Commitment, the Purchaser's Title Commitment and Buyer the Title Policy and the cost of deletion of the survey exception, if required by Purchaser. Purchaser shall be deemed pay the cost of any endorsements to, and the extended coverage on, the Title Policy. e. The obligation of Purchaser to have unconditionally waived any right to object to any matters pay various costs set forth therein. If Buyer timely delivers a Title Report Objection Notice, Seller in Paragraphs 3a and 3d shall have seven (7) days after receipt of such notice to notify Buyer (i) that Seller will remove or cause to be removed such objectionable exceptions from title on or before the Closing, in which case the provisions of subsection 8.3(b) shall apply; or (ii) that Seller elects not to cause such exceptions to be removed at which time Buyer may elect, prior to the end of the Due Diligence Period, to accept the Title in its current condition or terminate this Agreement in which event the Deposit shall be promptly delivered to Seller and the parties shall have no further obligations to each other except for those that expressly survive the termination of this Agreement. Nothing in this subsection shall require Seller, despite any election by Seller to attempt to discharge any title exceptions, to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, other than with respect to the Pre-Effective Date Seller Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant to Section 8.3 of this Agreement.

Title Commitment and Survey. (a) As evidence of title to the Owned Real Property and the Leased Real Property, the Seller shall cause to be prepared and delivered to the Buyer, as soon as reasonably practicable, but in no case later than thirty (30) days after execution of this Agreement, and at the Seller's expense, a commitment from Chicago Title Insurance Company (the "Title Company") together with copies of all exception documents, to issue to the Buyer has received at Closing, an ALTA Form B owner's title insurance policy (for Owned Real Properties) and, at the Buyer's election, a leasehold title insurance policy (for Leased Real Properties). The Seller shall deliver to the Buyer, as soon as practicable, but in no case later than fifteen (15) days, after execution of this Agreement, any survey with respect to each Owned Real Property and reviewed Leased Real Property currently in the possession of the Seller or its Affiliates. (b) If the Title Commitment survey or other evidence of title discloses a copy title defect, (in the Buyer's judgment), exception to title or other Encumbrance, other than a Permitted Encumbrance or a matter contained on Schedules 4.6(a) or 7.4(c), the Buyer shall notify the Seller within ten (10) Business Days of receiving all of the title evidence requested by this Section. The Seller shall use reasonable efforts to cure each title objection shown as an exception to the Title Commitment prior to Closing; provided, however, that it shall not be obligated to expend money to do so (other than monetary Encumbrances which the Seller shall have an absolute obligation to cure at its expense); provided, however, that if the Seller fails or refuses to effect a cure reasonably satisfactory to the Buyer, then either Buyer or Seller shall have the right to terminate this Agreement without liability to the other. In addition, the Seller shall have an absolute obligation to cure any title defect, exception to title, or other Encumbrance occurring from the date of the Title Commitment to the Effective Time. The cost of such title insurance (including premiums) shall be borne by the Buyer. (c) Notwithstanding any contrary provisions herein, Seller and Buyer acknowledge certain items listed on Schedule 7.4(c) are in the Existing Surveyprocess of being resolved by Seller. Seller will continue to make reasonable efforts to resolve these matters prior to the Closing Date. In furtherance but not in limitation of the foregoing, Seller and Buyer is solely responsible for obtaining any updated acknowledge the pending quiet title commitments, surveys, or any other title related matters Buyer desires action being brought by NSS with respect to the Assets Owned Real Property located in Duluth, Minnesota, styled North Star Steel, a Minnesota corporation vs. Andrew J. Ellis et. al., Court File Number C2-04-600000, xx xxx Xistrict Court for Minnesota, Sixth Judicial District in the County of St. Louis (the "Quiet Title Action"). Seller shall cause NSS, at Buyer’s Seller's sole cost and expense. Buyer shall have until not later than 5:00 p.m. Eastern Time on the date that is no later than ten expense to: (10i) days prior to the end of the Due Diligence Period (the “Title Report Objection Date”), to notify Seller’s attorney in writing (the “Title Report Objection Notice”) as to any items shown on the Title Commitment (as updated if applicable) that Buyer believes are not Permitted Exceptions. Buyer’s failure to timely deliver the Title Report Objection Notice on or prior to the 5:00 p.m. Eastern Time on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance of the Title Commitment and Buyer shall be deemed to have unconditionally waived any right to object to any matters set forth therein. If Buyer timely delivers a Title Report Objection Notice, Seller shall have seven (7) days after receipt of such notice to notify Buyer (i) that Seller will remove or cause to be removed such objectionable exceptions from title on or before the Closing, diligently prosecute the Quiet Title Action, including appeals in which case the provisions of subsection 8.3(bevent that a decision has been rendered not granting quiet title to September 9, 2004 (Steel Mills) shall apply; or (ii) that Seller elects not to cause such exceptions to be removed at which time Buyer may elect, prior to the end of the Due Diligence Period, to accept the Title in its current condition or terminate this Agreement in which event the Deposit shall be promptly delivered to Seller and the parties shall have no further obligations to each other except for those that expressly survive the termination of this Agreement. Nothing in this subsection shall require Seller, despite any election by Seller to attempt to discharge any title exceptions, to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, other than NSS with respect to the PreOwned Real Propertx xxxated in Duluth, Minnesota prior to the Closing, (ii) in the event that a final, non-Effective Date appealable order has not been rendered prior to Closing, to take such steps as are necessary to substitute Buyer as the party plaintiff in the Quiet Title Action and thereafter to continue to diligently prosecute the Quiet Title Action in the name of Buyer until the first to occur of (A) a final non-appealable order is issued granting quiet title to Buyer with respect to the Owned Real Property located in Duluth, Minnesota or (B) a final, appellate decision has been rendered adverse to plaintiff in the Quiet Title Action denying the relief sought by plaintiff in the Quiet Title Action. In addition, should Seller Encumbrancesbe unable to quiet title with respect to the Owned Real Property located in Duluth, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances (as hereinafter defined) Minnesota, pursuant to the Quiet Title Action, Seller shall defend, indemnify and hold Buyer harmless from and against any and all Losses, including diminution of value, incurred or suffered by Buyer, its successors and assigns to the extent proximately related to any adverse title claim brought with respect to the Owned Real Property located in Duluth, Minnesota. The obligations of Seller under this Section 8.3 7.4(c) shall be considered a matter of this Agreementindemnity under Article XIII below.

Title Commitment and Survey. (a) Buyer has received and reviewed a copy In the event (i) the Survey shows any easement, right-of-way, encroachment, conflict, protrusion or other matter affecting the Property that is unacceptable to Purchaser, or (ii) any exceptions appear in the Title Commitment other than the standard printed exceptions set forth in the standard Texas form of Commitment for Title Insurance, that are unacceptable to Purchaser, Purchaser shall within five (5) business days after receipt of the Survey, the Title Commitment and copies of all documents referred to as exceptions in the Existing Survey. Buyer is solely responsible for obtaining any updated title commitmentsTitle Commitment, surveys, or any other title related matters Buyer desires with respect to the Assets at Buyer’s sole cost and expense. Buyer shall have until not later than 5:00 p.m. Eastern Time on the date that is no later than ten (10) days prior to the end of the Due Diligence Period (the “Title Report Objection Date”), to notify Seller’s attorney Seller in writing of such facts and the reasons therefor ("PURCHASER'S OBJECTIONS"). Upon the “Title Report Objection Notice”expiration of said five (5) as to any items shown on the Title Commitment (as updated business day period, except for Purchaser's Objections if applicable) that Buyer believes same are not Permitted Exceptions. Buyer’s failure to timely deliver the Title Report Objection Notice on or prior to the 5:00 p.m. Eastern Time on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance of the Title Commitment and Buyer raised, Purchaser shall be deemed to have unconditionally waived any right accepted the form and substance of the Survey, all matters shown thereon, all exceptions to object the Title Commitment and other items shown thereon. Notwithstanding anything to any matters the contrary contained herein, except as otherwise set forth therein. If Buyer timely delivers a Title Report Objection Noticein SECTION 4.1.3 of this Agreement, Seller shall have seven (7) days after receipt of such notice to notify Buyer (i) that Seller will remove or cause to be removed such objectionable exceptions from title on or before the Closing, in which case the provisions of subsection 8.3(b) shall apply; or (ii) that Seller elects not to cause such exceptions to be removed at which time Buyer may elect, prior to the end of the Due Diligence Period, to accept the Title in its current condition or terminate this Agreement in which event the Deposit shall be promptly delivered to Seller and the parties shall have no further obligations to each other except for those that expressly survive the termination of this Agreement. Nothing in this subsection shall require Seller, despite take any election by Seller to attempt to discharge any title exceptions, to take steps or bring any action or proceeding or otherwise to incur any effort or expense whatsoever to eliminate or modify any of the Purchaser's Objections. In the event Seller is unable or unwilling to eliminate or modify all of Purchaser's Objections to the reasonable satisfaction of Purchaser, Purchaser may (as its sole and exclusive remedy) terminate this Agreement by delivering notice thereof in writing to Seller by the earlier to occur of (i) the Closing Date or (ii) five (5) days after Seller's written notice to Purchaser of Seller's intent to not cure one or more of such Purchaser's Objections, in which event, the Xxxxxxx Money will be returned to Purchaser and neither party shall have any obligations hereunder other steps than the Surviving Obligations. Notwithstanding anything contained in this SECTION 4.1.2 to remove the contrary, in the event Purchaser does not receive all items to be delivered to Purchaser under SECTION 4.1(A) and (B) in the time frame set forth therein, Purchaser's rights shall be to terminate this Agreement as set forth in SECTION 4.1, and such rights shall not be modified or extended by the terms of this SECTION 4.1.2. (b) The term "Permitted Encumbrances" as used herein includes: (i) any title easement, right of way, encroachment, conflict, discrepancy, overlapping of improvements, protrusion, lien, encumbrance, restriction, condition, covenant, exception or to expend any moneys therefor, other than matter with respect to the Pre-Effective Date Seller Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances (as hereinafter defined) Property that is reflected or addressed on the Survey or the Title Commitment to which Purchaser fails to timely object pursuant to Section 8.3 SECTION 4.1.2(A) of this Agreement; and (ii) any Purchaser's Objection that remains uncured, for whatever reason, at the earlier to occur of (A) Closing hereunder or (B) five (5) business days after Seller notifies Purchaser that Seller is unwilling or unable to cure or modify Purchaser's Objections to the reasonable satisfaction of Purchaser.

Title Commitment and Survey. (a) Buyer has received and reviewed a copy of the Title Commitment and the Existing Survey. Buyer is solely responsible for obtaining any updated title commitments, surveys, or any other title related matters Buyer desires with respect Seller will use reasonable diligence to the Assets at Buyer’s sole cost and expense. Buyer shall have until not later than 5:00 p.m. Eastern Time on the date that is no later than cause to be delivered to Purchaser within ten (10) days prior to after the end Effective Date (i) Commitments for Title Insurance with hyperlinked copies of all recorded instruments affecting each Tract and recited as exceptions in the Commitments for Title Insurance (collectively, the “Commitments”) and (ii) a copy of the Due Diligence Period most recent survey of each Tract in Seller's possession (the “Title Report Objection DateSurvey”). If Purchaser or the Title Company requires a new survey of any Tract for any reason, to notify Seller’s attorney in writing then Purchaser, at Purchaser's cost and within thirty (30) days after the Effective Date, shall obtain a new survey (“Title Report Objection NoticeNew Survey”) as to any items shown of such Tracts made on the Title Commitment (as updated if applicable) ground by a registered professional land surveyor that Buyer believes are not Permitted Exceptions. Buyer’s failure to timely deliver the Title Report Objection Notice on or prior conforms to the 5:00 p.m. Eastern Time on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance requirements of the Title Commitment and Buyer shall be deemed to have unconditionally waived any right to object to any matters set forth thereinan ALTA/ACSM minimum standard detail survey. If Buyer timely delivers Purchaser has an objection to items disclosed in any Commitment or Survey, then Purchaser may give Seller written notice of its objections for a Title Report Objection Notice, Seller shall have seven period of five (75) days after receipt of such the latter of all of the Commitments and Surveys, but in any event prior to the expiration of the Due Diligence Period. If Purchaser gives timely written notice of its objections, then Seller may, but has no obligation to, cure those objections. Seller shall utilize reasonable diligence to notify Buyer cure any errors in the Commitments, provided Seller has no obligation to expend any money, to incur any contractual or other obligations, or to institute any litigation in pursuing its efforts other than to remove at Closing: (ia) that liens securing a mortgage, deed of trust or trust deed evidencing an indebtedness of Seller; (b) judgment liens against Seller; (c) tax liens; (d) broker’s liens; (e) mechanics liens arising by, through or under Seller; and (f) any other monetary liens arising by, through or under Seller will remove or cause to be removed such objectionable exceptions from title (collectively, “Seller Mandatory Cure Items”). If any objection is not satisfied, then Purchaser may elect on or before the Closing, in which case the provisions of subsection 8.3(b) shall apply; or (ii) that Seller elects not to cause such exceptions to be removed at which time Buyer may elect, prior to the end expiration of the Due Diligence Period, as its sole and exclusive remedy to accept either: (i) terminate this Agreement, in which case the Title Exxxxxx Money shall be returned to Purchaser, and neither party will have any further rights or obligations pursuant to this Agreement, other than as set forth herein with respect to rights or obligations that survive termination; or (ii) waive the unsatisfied objection (which shall thereupon become a Permitted Exception) and proceed to Closing. Any exception to title not objected to by Purchaser in its current condition the manner and within the time period specified in this Section 5.1 shall be deemed accepted by Purchaser. The phrase “Permitted Exceptions” means those exceptions to title set forth in the Commitments or Surveys and that have been accepted or deemed accepted by Purchaser, other than Seller Mandatory Cure Items. The failure of Seller to deliver a Commitment or a Survey satisfying the requirements of this Section 5.1 will not under any circumstances extend the period for review of the Commitments or Surveys beyond the Due Diligence Period, and Purchaser's sole and exclusive remedy for Seller's failure, if any, shall be to terminate this Agreement before the expiration of the Due Diligence Period, in which event case the Deposit Exxxxxx Money shall be promptly delivered returned to Purchaser. Purchaser shall notify Seller in writing of any failure of any Commitment or Survey to satisfy the requirements of this Section 5.1 within five (5) days after the Commitments and Surveys are received by Purchaser, and if Purchaser fails to do so, then they shall be deemed to satisfy these requirements. If Purchaser obtains a New Survey and the parties New Survey shows exceptions not previously shown on the applicable Survey, or if after the issuance of the Title Commitment, the Title Company updates the Title Commitment to include a new exception (“New Exceptions”), Seller shall have no further obligations be obligated to each other except for those that expressly survive the termination of this Agreement. Nothing in this subsection shall require Seller, despite any election by Seller to attempt to discharge any title exceptions, to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, other than with respect cure such New Exceptions to the Pre-Effective Date extent any constitute Seller EncumbrancesMandatory Cure Items, Post Effective Date Monetary Encumbrances otherwise such New Exceptions shall be deemed Permitted Exceptions unless they are a result of a Seller breach under Section 6.1.3 hereof. Purchase and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant to Section 8.3 of this Agreement.Sale Agreement 6000 Xxxxxx X. Xxxxxxx Freeway, Dallas, Texas 4000 Xxxxx Xxxxxxxx Xxxxxxx, Xxxxxxx Xxxxxx, Xxxxx 00000, 14639 and 10000 Xxxxxx Xxxx, Xxxxxxx, Xxxxx 00000 Inwood Road, Farmers Branch, Texas

Title Commitment and Survey. (a) As evidence of title to the Owned Real Property and the Leased Real Property, Seller will cause to be prepared and delivered to Buyer, as soon as reasonably practicable after execution of this Agreement, the following: (i) in respect of each parcel of Owned Real Property, a commitment from Chicago Title Insurance Company (the "Title Company") to issue to Buyer has received and reviewed a copy at Closing an ALTA Owner's Policy of Title Insurance Form B-1987 (or equivalent policy), in such amount as Buyer reasonably may determine to be the fair market value of such Owned Real Property (including all improvements located thereon), insuring title to such Owned Real Property in Buyer as of the Title Commitment and the Existing Survey. Buyer is solely responsible for obtaining any updated title commitments, surveys, or any other title related matters Buyer desires Closing subject only to Permitted Encumbrances; (ii) with respect to all Leased Real Property used in the Assets operation of the Business and assigned to Buyer hereunder, if available, a commitment from the Title Company to issue to Buyer at Buyer’s sole cost and expense. Buyer shall have until not later than 5:00 p.m. Eastern Time on the date that is no later than ten Closing an ALTA Leasehold Lessee's Policy of Title Insurance -- 1987 (10) days prior or equivalent policy), insuring title to the end leasehold or subleasehold estate to be in Buyer as of the Due Diligence Period Closing subject only to Permitted Encumbrances; (iii) Each title insurance policy delivered pursuant to the “Title Report Objection Date”commitments required under subsection (i) and, if available, subsection (ii) above shall: (A) insure title to the Real Property and all recorded easements benefiting such Real Property; (B) contain an "extended coverage endorsement" insuring over the general exceptions contained customarily in such policies; (C) contain an ALTA Zoning Endorsement 3.1 (or equivalent), to notify Seller’s attorney ; (D) contain an endorsement insuring that the Real Property described in writing (the “Title Report Objection Notice”) title insurance policy is the same real estate as to any items shown on the Title Commitment (as updated if applicable) that Buyer believes are not Permitted Exceptions. Buyer’s failure to timely deliver the Title Report Objection Notice on or prior to the 5:00 p.m. Eastern Time on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance of the Title Commitment and Buyer shall be deemed to have unconditionally waived any right to object to any matters set forth therein. If Buyer timely delivers a Title Report Objection Notice, Seller shall have seven (7) days after receipt of such notice to notify Buyer (i) that Seller will remove or cause to be removed such objectionable exceptions from title on or before the Closing, in which case the provisions of subsection 8.3(b) shall apply; or (ii) that Seller elects not to cause such exceptions to be removed at which time Buyer may elect, prior to the end of the Due Diligence Period, to accept the Title in its current condition or terminate this Agreement in which event the Deposit shall be promptly delivered to Seller and the parties shall have no further obligations to each other except for those that expressly survive the termination of this Agreement. Nothing in this subsection shall require Seller, despite any election by Seller to attempt to discharge any title exceptions, to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, other than with respect to the Pre-Effective Date Seller Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances Survey (as hereinafter defined) delivered with respect to such property; (E) contain an endorsement insuring that each street adjacent to the Real Property is a public street and that there is direct and unencumbered access to such street from the Real Property; and (F) contain such other endorsements as may be required by Buyer's lender(s) providing the Committed Financing. The cost of such title insurance (including premiums) will be borne by Buyer. (b) Seller shall deliver to Buyer, as soon as practicable after the date hereof, any survey with respect to each Owned Real Property currently in the possession of Seller or its Affiliates. At Closing, with respect to each parcel of Real Property and as to which a title insurance policy is to be procured pursuant hereto, if the survey, if any, delivered by Seller is inadequate to Section 8.3 remove the survey exception on the title insurance, or otherwise at Buyer's option, Buyer may, at its expense, obtain a current ALTA survey of this Agreementthe Real Property (the "Survey"), prepared by a licensed surveyor, disclosing the location of all improvements, easements, party walls, sidewalks, roadways, utility lines, and other matters shown customarily on such surveys, and showing access affirmatively to public streets and roads, which survey shall not disclose any material survey defect or encroachment from or onto the Real Property which has not been cured or insured over prior to the Closing.

Title Commitment and Survey. Purchaser will promptly obtain, after the Effective Date, a current title commitment for the Property (a“Title Commitment”) Buyer has received and reviewed from the Title Company (Fidelity National Title Insurance Company, attention: Jxxxxx XxxxxxXxxx, whose contact information is stated in Section 13.3), together with copies of all instruments referred to in said title commitment. Upon or prior to the Effective Date, Seller will provide a copy of the Title Commitment and the Existing Survey. Buyer is solely responsible for obtaining any updated title commitments, surveys, or any other title related matters Buyer desires most current ALTA survey in Seller’s possession with respect to the Assets Property (“Existing Survey”), pursuant to Section 4. On or before August 16, 2013, or five (5) business days after receipt of both the Title Commitment and Existing Survey, whichever is later, Purchaser shall notify Seller in writing of any title matters listed in the title commitment or matters depicted or otherwise contained on, or omitted from, the Existing Survey (if any) or on any updated survey, which shall be obtained at Buyer’s the sole cost option and expense. Buyer shall have until not later than 5:00 p.m. Eastern Time on the date that is no later than ten (10) days prior to the end expense of the Due Diligence Period Purchaser, of which Purchaser disapproves (the “Title Report Objection DateObjections”), except that Purchaser shall not object to notify Seller’s attorney in writing (the “Title Report Objection Notice”) as to any items shown on the Title Commitment (as updated if applicable) that Buyer believes are liens for real estate taxes not Permitted Exceptions. Buyer’s failure to timely deliver the Title Report Objection Notice on or prior to the 5:00 p.m. Eastern Time on the Title Report Objection Date yet due and payable and shall constitute Buyer’s irrevocable acceptance of the Title Commitment and Buyer shall not be deemed to have unconditionally waived any right required to object to any matters set forth therein. If Buyer timely delivers a Title Report Objection Noticevoluntary mortgage liens, security interests, judgment liens, Internal Revenue Service liens, property tax liens for delinquent taxes or mechanics liens placed or caused by Seller’s actions or inactions (“Monetary Encumbrances”), it being understood and agreed by the parties that, with the exception of the Loan, the Seller shall have seven (7) days after receipt of be obligated to satisfy such notice to notify Buyer (i) that Seller will remove Monetary Encumbrances, or cause to be removed such objectionable exceptions from title on or before the Closing, in which case the provisions of subsection 8.3(b) shall apply; or (ii) that Seller elects not to cause such exceptions to be removed from the Title Policy by Closing. Any matters set forth in such title commitment or depicted on such survey to which Purchaser does not object as provided above (other than those matters to which it is not required to object as provided above) shall be deemed to be Permitted Exceptions. Seller shall notify Purchaser in writing within five (5) days after Seller’s receipt of Purchaser’s notice of Title Objections whether it will take all action necessary to remove from title such disapproved matters, or any of them, eliminated, cured, removed of record from title by bonding, or otherwise, or affirmatively insured over by the Title Company at which time Buyer may elect, or prior to the end of the Due Diligence PeriodClosing (a “Seller’s Cure”). If Seller fails to so notify Purchaser that it is willing to effect a Seller’s Cure, then Seller shall be deemed to accept the Title in have elected not to take such action, and if Purchaser does not exercise its current condition or right to terminate this Agreement in which event by the Deposit expiration of the Inspection Period pursuant to Article 5, then such matters shall be promptly delivered deemed to Seller be Permitted Exceptions. If Purchaser exercises its right to terminate this Agreement as a result of Seller’s election (or deemed election) not to effectuate a Seller’s Cure of the Title Objections, then Escrow Agent shall return the Deposit, less the non-refundable Exxxxxx Money, to Purchaser, and the parties shall will have no further rights or obligations to each other under this Agreement, except for those any obligations that expressly survive the termination of this Agreement. Nothing in this subsection shall require Seller, despite any election by Seller to attempt to discharge any title exceptions, to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, other than with respect to the Pre-Effective Date Seller Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant to Section 8.3 of this Agreementtermination.

Title Commitment and Survey. (a) Buyer has received In the event (i) the Survey shows any easement, right-of-way, encroachment, conflict, protrusion or other matter affecting the Property that is unacceptable to Purchaser, or (ii) any exceptions appear in the Title Commitment (other than the standard printed exceptions set forth in the standard Texas form of Commitment for Title Insurance or the exceptions listed on Exhibit 0 attached hereto and reviewed made a copy part hereof), that are unacceptable to Purchaser, Purchaser shall within five (5) business days after receipt of the Survey, the Title Commitment and copies of all documents referred to as exceptions in the Existing Survey. Buyer is solely responsible for obtaining any updated title commitmentsTitle Commitment, surveys, or any other title related matters Buyer desires with respect to the Assets at Buyer’s sole cost and expense. Buyer shall have until not later than 5:00 p.m. Eastern Time on the date that is no later than ten (10) days prior to the end of the Due Diligence Period (the “Title Report Objection Date”), to notify Seller’s attorney Seller in writing of such facts and the reasons therefore ("Purchaser's Objections"). Upon the “Title Report Objection Notice”expiration of said five (5) as to any items shown on the Title Commitment (as updated business day period, except for Purchaser's Objections if applicable) that Buyer believes same are not Permitted Exceptions. Buyer’s failure to timely deliver the Title Report Objection Notice on or prior to the 5:00 p.m. Eastern Time on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance of the Title Commitment and Buyer raised, Purchaser shall be deemed to have unconditionally waived any right accepted the form and substance of the Survey, all matters shown thereon, all exceptions to object Title Commitment and other items shown thereon. Notwithstanding anything to any matters set forth therein. If Buyer timely delivers a Title Report Objection Noticethe contrary contained herein, Seller shall have seven (7) days after receipt of such notice to notify Buyer (i) that Seller will remove or cause to be removed such objectionable exceptions from title on or before the Closing, in which case the provisions of subsection 8.3(b) shall apply; or (ii) that Seller elects not to cause such exceptions to be removed at which time Buyer may elect, prior to the end of the Due Diligence Period, to accept the Title in its current condition or terminate this Agreement in which event the Deposit shall be promptly delivered to Seller and the parties shall have no further obligations to each other except for those that expressly survive the termination of this Agreement. Nothing in this subsection shall require Seller, despite take any election by Seller to attempt to discharge any title exceptions, to take steps or bring any action or proceeding or otherwise to incur any other steps effort or expense whatsoever to remove eliminate or modify any title exception of the Purchaser's Objections. In the event Seller is unable or unwilling to expend eliminate or modify all of Purchaser's Objections to the reasonable satisfaction of Purchaser, Purchaser may (as its sole and exclusive remedy) terminate this Agreement by delivering notice thereof in writing to Seller by the earlier to occur of (i) the Closing Date or (ii) five (5) days after Seller's written notice to Purchaser of Seller's intent to not cure one or more of such Purchaser's Objections in which event neither party shall have any moneys therefor, obligations hereunder other than with respect to the Pre-Effective Date Seller Surviving Obligations. (b) The term "Permitted Encumbrances" as used herein includes: (i) any easement, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant to Section 8.3 right of this Agreement.way, encroachment, conflict, discrepancy, overlapping of

Title Commitment and Survey. (a) As evidence of title to the Owned Real Property, the Seller shall cause to be prepared and delivered to the Buyer, as soon as reasonably practicable, a current commitment from LandAmerica Lawyers Title Company together with copies of all exception documents, to issue to the Buyer has received at Closing, an ALTA Form B owner's title insurance. The title insurance policy delivered pursuant to the commitment described in this Section 7.3(a) shall (i) insure title to the Owned Real Property and reviewed all recorded easements benefiting the Owned Real Property; (ii) contain an "extended coverage endorsement" insuring over the general exceptions contained customarily in such policies; (iii) contain an ALTA Zoning Endorsement 3.1 (or equivalent); (iv) contain an endorsement insuring that the Owned Real Property described in the title insurance policy is the same real estate as shown on the survey to be provided by the Seller pursuant to Section 7.3(b); and (v) contain an endorsement insuring that each street adjacent to the Owned Real Property is a copy public street and that there is direct and unencumbered access to each street from the Owned Real Property. The cost of the Title Commitment and title insurance (including premiums) shall be borne by the Existing Survey. Buyer. (b) The Seller shall deliver to the Buyer is solely responsible for obtaining within 5 Business Days from the date of this Agreement, any updated title commitments, surveys, or any other title related matters Buyer desires survey with respect to the Assets at Buyer’s sole cost and expense. Buyer shall have until not later than 5:00 p.m. Eastern Time on Owned Real Property currently in the possession of the Seller or its Affiliates and, as soon as practicable after the date that is no later than ten (10) days prior to the end of the Due Diligence Period (the “Title Report Objection Date”), to notify Seller’s attorney in writing (the “Title Report Objection Notice”) as to any items shown on the Title Commitment (as updated if applicable) that Buyer believes are not Permitted Exceptions. Buyer’s failure to timely deliver the Title Report Objection Notice on or prior to the 5:00 p.m. Eastern Time on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance of the Title Commitment and Buyer shall be deemed to have unconditionally waived any right to object to any matters set forth therein. If Buyer timely delivers a Title Report Objection Notice, Seller shall have seven (7) days after receipt of such notice to notify Buyer (i) that Seller will remove or cause to be removed such objectionable exceptions from title on or before the Closing, in which case the provisions of subsection 8.3(b) shall apply; or (ii) that Seller elects not to cause such exceptions to be removed at which time Buyer may elect, prior to the end of the Due Diligence Period, to accept the Title in its current condition or terminate this Agreement in which event the Deposit shall be promptly delivered to Seller and the parties shall have no further obligations to each other except for those that expressly survive the termination of this Agreement, an updated survey of the Owned Real Property. Nothing in this subsection The cost of the surveys and updates shall require be borne by the Seller. (c) If the title commitment, despite any election by Seller to attempt to discharge any survey or other evidence of title exceptions, to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefordiscloses an Encumbrance, other than with respect a Permitted Encumbrance, the Buying Parties shall notify the Seller within 10 Business Days of receiving all of the title evidence provided pursuant to this Section 7.3. The Seller shall use reasonable efforts to cure each title objection shown as an exception to the Pre-Effective Date Seller Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant title commitment prior to Section 8.3 of this AgreementClosing.

Title Commitment and Survey. Seller has provided to Purchaser a title insurance commitment with an effective date of [VARIES]5 (a“Commitment”) Buyer has received and reviewed for an Owner’s Policy of Title Insurance (Commitment No. [VARIES]5) from First American Title Insurance Company (“Title Company”), covering the Land, together with copies of all instruments reflected as exceptions set forth therein, as well as a copy of the Title Commitment and the Existing Survey. Buyer is solely responsible for obtaining any updated title commitments, surveys, or any other title related matters Buyer desires with respect to the Assets at BuyerSeller’s sole cost and expense. Buyer shall have until not later than 5:00 p.m. Eastern Time on the date that is no later than ten (10) days prior to the end existing ALTA survey of the Due Diligence Period Land prepared by Xxxx, Xxxx & Xxxxxxxxx Inc. (the “Title Report Objection DateSurveyor”), to notify Seller’s attorney in writing Job No. [VARIES]5, and dated [VARIES]5 (the “Title Report Objection NoticeSurvey”) as ). With respect to any items shown on title or survey matters first arising after the Title Commitment (as updated if applicable) that Buyer believes are not Permitted Exceptions. Buyer’s failure to timely deliver the Title Report Objection Notice Effective Date and on or prior to the 5:00 p.m. Eastern Time on the Closing (a “Title Report Objection Date shall constitute Buyer’s irrevocable acceptance Objection”), other than any of the Permitted Exceptions (to which Purchaser shall have no right to object), Purchaser shall have until the earlier of (i) five (5) Business Days after Purchaser’s discovery of such Title Commitment Objection or (ii) the Closing Date to notify Seller in writing of Purchaser’s objection thereto. In any case, any monetary exceptions arising after the Effective Date (other than taxes and Buyer LID assessments) shall be deemed to have unconditionally waived any right to object to any matters set forth thereinpaid by Seller on or before Closing. If Buyer Purchaser shall timely delivers a notify Seller of any Title Report Objection NoticeObjections, Seller shall have seven the right, but not the obligation, to cure such Title Objection(s) in its sole and absolute discretion other than monetary exceptions and title encumbrances created by or through Seller following the Effective Date, not otherwise approved by Purchaser, which shall be removed at Closing. Within three (73) days Business Days after receipt of Purchaser’s notice of Title Objection(s), with the Closing automatically extended, if necessary, to allow for such response period, but in no event beyond the Designated Closing Date without Seller’s approval, Seller shall notify Purchaser in writing whether Seller elects to attempt to cure such Title Objection(s). Failure of Seller to give such notice within said three (3) Business Day period shall be deemed an election by Seller not to notify Buyer cure such Title Objection(s). If Seller elects or is deemed to have elected not to cure any Title Objection(s) specified in Purchaser’s notice, Purchaser shall have the following options, to be given by written notice to the Seller within five (i5) Business Days after Purchaser’s receipt of Seller’s notice electing not to cure such objection(s) (or, if Seller fails to deliver such notice, within five (5) Business Days after the day on which Seller was required to deliver such notice): (a) to accept a conveyance of the Property subject to the Permitted Exceptions, specifically including any matters objected to by Purchaser that Seller will remove has elected, or cause is deemed to have elected, not to cure (which such matter(s) shall thereafter be deemed to be removed such objectionable exceptions from title on or before a Permitted Exception), without reduction of the ClosingPurchase Price, in which case the provisions of subsection 8.3(b) shall apply; or (iib) that Seller elects not to cause such exceptions to be removed at which time Buyer may elect, prior to the end of the Due Diligence Period, to accept the Title in its current condition or terminate this Agreement in which event by sending written notice thereof to Seller and Escrow Agent, and upon delivery of such notice of termination, this Agreement shall terminate and the Deposit shall be promptly delivered returned to Seller Purchaser, and the parties thereafter neither party hereto shall have no any further obligations to each other rights, obligations, or liabilities hereunder except for those matters that expressly survive the termination of this Agreement. Nothing in this subsection shall require Seller, despite If there is any election by Seller to attempt to discharge any title exceptions, to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys thereforexception, other than with respect a Permitted Exception, which can be remedied by the payment of money, then such exception shall be remedied by paying the same at Closing out of the proceeds otherwise due to Seller. 4 This term varied to reflect the Pre-Effective Date Seller Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant specifics for the property covered by each respective agreement. 5 This term varied to Section 8.3 of this Agreementreflect the specifics for the property covered by each respective agreement.

Title Commitment and Survey. (a) Buyer has received and reviewed a copy In the event (i) the Survey shows any easement, right-of-way, encroachment, conflict, protrusion or other matter affecting the Property that is unacceptable to Purchaser, or (ii) any exceptions appear in the Title Commitment other than the standard printed exceptions set forth in the standard ALTA form of Commitment for Title Insurance that are unacceptable to Purchaser, Purchaser shall within five (5) business days after receipt of the Survey, the Title Commitment and copies of all documents referred to as exceptions in the Existing Survey. Buyer is solely responsible for obtaining any updated title commitmentsTitle Commitment, surveys, or any other title related matters Buyer desires with respect to notify Seller in writing of such facts and the Assets at Buyerreasons therefor (“Purchaser’s sole cost and expense. Buyer shall have until not later than 5:00 p.m. Eastern Time on the date that is no later than ten (10) days prior to the end of the Due Diligence Period (the “Title Report Objection DateObjections”). Upon the expiration of said five (5) business day period, to notify Sellerexcept for Purchaser’s attorney in writing (the “Title Report Objection Notice”) as to any items shown on the Title Commitment (as updated Objections if applicable) that Buyer believes same are not Permitted Exceptions. Buyer’s failure to timely deliver the Title Report Objection Notice on or prior to the 5:00 p.m. Eastern Time on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance of the Title Commitment and Buyer raised, Purchaser shall be deemed to have unconditionally waived any right accepted the form and substance of the Survey, all matters shown thereon, all exceptions to object the Title Commitment and other items shown thereon. Notwithstanding anything to any matters set forth therein. If Buyer timely delivers a Title Report Objection Noticethe contrary contained herein, Seller shall have seven (7) days after receipt of such notice to notify Buyer (i) that Seller will remove or cause to be removed such objectionable exceptions from title on or before the Closing, in which case the provisions of subsection 8.3(b) shall apply; or (ii) that Seller elects not to cause such exceptions to be removed at which time Buyer may elect, prior to the end of the Due Diligence Period, to accept the Title in its current condition or terminate this Agreement in which event the Deposit shall be promptly delivered to Seller and the parties shall have no further obligations to each other except for those that expressly survive the termination of this Agreement. Nothing in this subsection shall require Seller, despite take any election by Seller to attempt to discharge any title exceptions, to take steps or bring any action or proceeding or otherwise to incur any effort or expense whatsoever to eliminate or modify any of the Purchaser’s Objections except for any mortgage created by, or judgment lien against, Seller and any mechanic’s, materialmen’s or similar liens granted by Seller from and after September 8, 2010. Seller agrees to notify Purchaser within five (5) business days after receipt of Purchaser’s Objections whether or not it will eliminate or modify all of Purchaser’s Objections. In the event Seller is unable or unwilling to eliminate or modify all of Purchaser’s Objections to the reasonable satisfaction of Purchaser, Purchaser may (as its sole and exclusive remedy) terminate this Agreement by delivering notice thereof in writing to Seller by the earlier to occur of (i) the Closing Date or (ii) five (5) days after Seller’s written notice to Purchaser of Seller’s intent to not cure one or more of such Purchaser’s Objections; in which event, the Exxxxxx Money will be returned to Purchaser, and neither party shall have any obligations hereunder other steps to remove than the Surviving Obligations. (b) The term “Permitted Encumbrances” as used herein includes: (i) any title easement, right of way, encroachment, conflict, discrepancy, overlapping of improvements, protrusion, lien, encumbrance, restriction, condition, covenant, exception or to expend any moneys therefor, other than matter with respect to the Pre-Effective Date Seller Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances (as hereinafter defined) Property that is reflected or addressed on the Survey or the Title Commitment to which Purchaser fails to timely object pursuant to Section 8.3 4.1.2(a) of this Agreement; (ii) any Purchaser’s Objection that remains uncured, for whatever reason, at the earlier to occur of (A) Closing hereunder or (B) five (5) business days after Seller notifies Purchaser that Seller is unwilling or unable to cure or modify Purchaser’s Objections to the reasonable satisfaction of Purchaser; (iii) any New Exceptions that Purchaser is deemed to have approved pursuant to Section 4.1.3(c) below and (iv) the rights and interests of parties claiming under the Leases.

Title Commitment and Survey. (a) Buyer has received Seller shall order the Survey and reviewed a copy of cause Purchaser's counsel to order the Title Commitment and cause the Existing Surveysame to be delivered by the Title Company to Purchaser as promptly as reasonably practicable. Buyer In the event (i) the Survey shows any easement, right-of-way, encroachment, conflict, protrusion or other matter affecting the Property that is solely responsible for obtaining any updated title commitments, surveysunacceptable to Purchaser, or (ii) any other title related matters Buyer desires with respect exceptions appear in the Title Commitment that are unacceptable to the Assets at Buyer’s sole cost and expense. Buyer Purchaser, Purchaser shall have until not later than 5:00 p.m. Eastern Time on the date that is no later than within ten (10) business days prior to the end after receipt of the Due Diligence Period (Survey and the “Title Report Objection Date”)Commitment, to notify Seller’s attorney Seller in writing of such facts and the reasons therefor ("Purchaser's Objections"). Upon the “Title Report Objection Notice”expiration of said ten (10) as to any items shown on the Title Commitment (as updated business day period, except for Purchaser's Objections if applicable) that Buyer believes same are not Permitted Exceptions. Buyer’s failure to timely deliver the Title Report Objection Notice on or prior to the 5:00 p.m. Eastern Time on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance of the Title Commitment and Buyer raised, Purchaser shall be deemed to have unconditionally waived any right accepted the form and substance of the Survey and the Title Commitment. Notwithstanding anything to object to any matters set forth therein. If Buyer timely delivers a Title Report Objection Noticethe contrary contained herein, Seller shall have seven (7) days after receipt of such notice to notify Buyer (i) that Seller will remove or cause to be removed such objectionable exceptions from title on or before the Closing, in which case the provisions of subsection 8.3(b) shall apply; or (ii) that Seller elects not to cause such exceptions to be removed at which time Buyer may elect, prior to the end of the Due Diligence Period, to accept the Title in its current condition or terminate this Agreement in which event the Deposit shall be promptly delivered to Seller and the parties shall have no further obligations to each other except for those that expressly survive the termination of this Agreement. Nothing in this subsection shall require Seller, despite take any election by Seller to attempt to discharge any title exceptions, to take steps or bring any action or proceeding or otherwise to incur any other steps effort or expense whatsoever to remove eliminate or modify any title exception of the Purchaser's Objections. Seller may, within ten (10) business days after receipt of written notice of Purchaser's Objections ("Seller's Cure Period"), deliver to Purchaser written notice ("Seller's Cure Notice") setting forth which of Purchaser's Objections Seller will endeavor to cure prior to the Closing Date and which of Purchaser's Objections Seller cannot or does not intend to expend cure. If Seller has not given Seller's Cure Notice by the end of Seller's Cure Period, Seller shall be deemed to have given notice that it does not intend to cure any moneys thereforof Purchaser's Objections. If by the end of Seller's Cure Period, Seller has not cured or undertaken to cure all of Purchaser's Objections to the reasonable satisfaction of Purchaser, Purchaser may (as its sole and exclusive remedy) terminate this Agreement by delivering written notice thereof to Seller not later than 5:00 p.m., Dallas, Texas time, on the first business day following the end of Seller's Cure Period. If one (1) business day prior to the Closing Date, Seller has not cured to the reasonable satisfaction of Purchaser all of Purchaser's Objections which Seller has in Seller's Cure Notice undertaken to cure, Purchaser may (as its sole and exclusive remedy) terminate this Agreement by written notice to Seller on the Closing Date. In the event of a termination of this Agreement by Purchaser under this Section 5.1.2, neither party shall have any further obligations hereunder other than with respect the Surviving Obligations. Notwithstanding the foregoing, Purchaser shall maintain the right to close on the Pre-Effective Date Seller Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant purchase of the Property following Seller's failure to Section 8.3 of this Agreementcure any such Purchaser's Objections.

Title Commitment and Survey. Seller has provided to Purchaser a preliminary title report dated October 29, 2013 (athe “PTR”) Buyer has received and reviewed for an ALTA extended coverage Owner’s Policy of Title Insurance from Chicago Title Company (the “Title Company”), covering the Land, together with copies of all instruments reflected as exceptions set forth therein, as well as a copy of Seller’s existing ALTA survey of the Title Commitment Land prepared by Xxxx, Xxxx & Xxxxxxxxx, Inc. and dated October 16, 2013 (the “Existing Survey”). During the Study Period, Purchaser may obtain an update of the PTR or the Existing Survey or may obtain Purchaser’s own current ALTA Survey of the Property (the “Updated Survey”; either of the Existing Survey or the Updated Survey is referred to herein as the “Survey”). Buyer is solely responsible for obtaining any updated title commitments, surveys, or any other title related matters Buyer desires with respect to the Assets at Buyer’s sole cost and expense. Buyer Purchaser shall have until not notify Seller no later than 5:00 7:00 p.m. Eastern Time on the date that is no later than ten (10) days prior to the end of the Due Diligence Period Monday, December 16, 2013 (the “Title Report Objection Date”) in writing of any title exceptions, exclusions from coverage or other matters identified in the PTR, the Survey, or any updates thereto which Purchaser disapproves, other than any of the Permitted Exceptions described in clauses (ii), (iii), (iv) and (v) of Section 3.1 above (collectively, the “Required Permitted Exceptions”) (to notify Seller’s attorney in writing which Purchaser shall have no right to object) (the “Title Report Objection NoticeObjections”) as ). With respect to any items shown on title or survey matters first arising after the Title Commitment (as updated if applicable) that Buyer believes are not Permitted Exceptions. Buyer’s failure to timely deliver the Title Report Objection Notice Date, and on or prior to the 5:00 p.m. Eastern Time on Closing which materially and adversely affect the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance operation, value, or legal compliance of the Property, other than any of the Required Permitted Exceptions (to which Purchaser shall have no right to object), Purchaser shall have until the earlier of (i) five (5) Business Days after Purchaser’s discovery of such matters or (ii) the Closing Date to notify Seller in writing of Purchaser’s objection thereto (and thereafter such matters shall be “Title Commitment Objections” for the purposes of this Section 3.2). In the event Purchaser shall not timely notify Seller of any objections to title and Buyer survey pursuant to this Section 3.2, then such matters shall thereafter be deemed to have unconditionally waived be Permitted Exceptions. In the event Purchaser shall timely notify Seller of any right to object to any matters set forth therein. If Buyer timely delivers a Title Report Objection Noticetitle and survey matters, Seller shall have seven the right, but not the obligation, to cure such Title Objection(s) in its sole and absolute discretion. Within three (73) days Business Days after receipt of Purchaser’s notice of Title Objection(s), with the Closing Date automatically extended, if necessary, to allow for such response period, Seller shall notify Purchaser in writing whether Seller elects to attempt to cure such Title Objection(s) (which notice may be by electronic mail and shall be deemed given on the date sent whether during regular business hours or not). Failure of Seller to give such notice within said three (3) Business Day period shall be deemed an election by Seller not to notify Buyer (icure such Title Objection(s). If Seller elects or is deemed to have elected not to cure any Title Objection(s) that Seller will remove or cause specified in Purchaser’s notice, Purchaser shall have the following options, to be removed given by written notice to the Seller within two (2) Business Days after Purchaser’s receipt of Seller’s notice electing not to cure such objectionable exceptions from title objection(s) (or, if Seller fails to deliver such notice, within two (2) Business Days after the day on which Seller was required to deliver such notice): (a) to accept a conveyance of the Property subject to the Permitted Exceptions, specifically including any Title Objections which Seller has elected, or before the Closingis deemed to have elected, in not to cure (which case the provisions of subsection 8.3(bsuch matter(s) shall apply; thereafter be deemed to be a Permitted Exception), without reduction of the Purchase Price, or (iib) that Seller elects not to cause such exceptions to be removed at which time Buyer may elect, prior to the end of the Due Diligence Period, to accept the Title in its current condition or terminate this Agreement in which event by sending written notice thereof to Seller and Escrow Agent, and upon delivery of such notice of termination, this Agreement shall terminate and the Deposit shall be promptly delivered returned to Seller Purchaser, and the parties thereafter neither party hereto shall have no any further rights, obligations to each other or liabilities hereunder except for those that matters which expressly survive the termination of this Agreement. Nothing in this subsection Failure of Purchaser to give such notice within said two (2) Business Day period shall require Seller, despite any be deemed an election by Purchaser to so accept a conveyance of the Property. In addition, if Seller fails prior to attempt the Closing Date to discharge cure or satisfy any title exceptionsTitle Objection(s) that Seller has elected, or is required hereunder, to take cure or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys thereforsatisfy, other than with respect then Purchaser may: (i) accept a conveyance of the Property subject to the Pre-Effective Date Permitted Exceptions, specifically including such Title Objection(s) which Seller Encumbranceshas failed to cure or satisfy (which such Title Objection(s) shall thereafter be deemed to be a Permitted Exception), Post Effective Date Monetary Encumbrances without reduction of the Purchase Price, or (ii) terminate this Agreement by sending written notice thereof to Seller and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant Escrow Agent, and upon delivery of such notice of termination, this Agreement shall terminate, the Deposit shall be returned to Section 8.3 Purchaser, and thereafter neither party hereto shall have any further rights, obligations or liabilities hereunder except for those matters which expressly survive termination of this Agreement. Notwithstanding anything to the contrary herein, Seller, at its sole cost and expense, shall be obligated to cure, remove or insure around (but only mechanic’s and materialmen’s liens may be insured around and only if Seller is actually disputing such lien) by Closing all mortgages, deeds of trust, judgment liens, mechanic's and materialmen's liens, and other monetary liens and encumbrances against the Property arising by, through or under Seller (other than the liens for taxes and assessments which are not delinquent) which either secure indebtedness or can be removed by payment of a liquidated sum of money, whether or not Purchaser objects thereto as a Title Objection (the “Monetary Liens”), and no Monetary Liens shall be deemed Permitted Exceptions.

Title Commitment and Survey. (a) Buyer has received and reviewed a copy of Purchaser shall order the Title Commitment and Seller shall order the Existing Survey; each party shall cause the same to be delivered to the other party as promptly as reasonably practicable. Buyer In the event (i) the Survey shows any easement, right-of-way, encroachment, conflict, protrusion or other matter affecting the Property that is solely responsible for obtaining any updated title commitments, surveysunacceptable to Purchaser, or (ii) any exceptions appear in the Title Commitment other title related matters Buyer desires with respect than the standard printed exceptions set forth in the standard form of Commitment for Title Insurance in use in the State, that are unacceptable to the Assets at Buyer’s sole cost and expense. Buyer Purchaser, Purchaser shall have until not later than 5:00 p.m. Eastern Time on the date that is no later than within ten (10) days prior to the end after receipt of the Due Diligence Period (Survey and the “Title Report Objection Date”)Commitment, to notify Seller’s attorney Seller in writing of such facts and the reasons therefor ("Purchaser's Objections"). Upon the “Title Report Objection Notice”expiration of said ten (10) as to any items shown on the Title Commitment (as updated day period, except for Purchaser's Objections if applicable) that Buyer believes same are not Permitted Exceptions. Buyer’s failure to timely deliver the Title Report Objection Notice on or prior to the 5:00 p.m. Eastern Time on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance of the Title Commitment and Buyer raised, Purchaser shall be deemed to have unconditionally waived any right accepted the form and substance of the Survey and the Title Commitment. Notwithstanding anything to object to any matters set forth therein. If Buyer timely delivers a Title Report Objection Noticethe contrary contained herein, Seller shall have seven (7) days after receipt of such notice to notify Buyer (i) that Seller will remove or cause to be removed such objectionable exceptions from title on or before the Closing, in which case the provisions of subsection 8.3(b) shall apply; or (ii) that Seller elects not to cause such exceptions to be removed at which time Buyer may elect, prior to the end of the Due Diligence Period, to accept the Title in its current condition or terminate this Agreement in which event the Deposit shall be promptly delivered to Seller and the parties shall have no further obligations to each other except for those that expressly survive the termination of this Agreement. Nothing in this subsection shall require Seller, despite take any election by Seller to attempt to discharge any title exceptions, to take steps or bring any action or proceeding or otherwise to incur any other steps effort or expense whatsoever to remove eliminate or modify any title exception of the Purchaser's Objections. Seller may, within five (5) days after receipt of written notice of Purchaser's Objections ("Seller's Cure Period"), deliver to Purchaser written notice ("Seller's Cure Notice") setting forth which of Purchaser's Objections Seller will endeavor to cure prior to the Closing Date and which of Purchaser's Objections Seller cannot or does not intend to expend cure. If Seller has not given Seller's Cure Notice by the end of Seller's Cure Period, Seller shall be deemed to have given notice that it does not intend to cure any moneys thereforof Purchaser's Objections. If by the earlier of (i) the end of the Approval Period or (ii) the end of Seller's Cure Period, Seller has not cured or undertaken to cure all of Purchaser's Objections to the reasonable satisfaction of Purchaser, Purchaser may (as its sole and exclusive remedy) terminate this Agreement by delivering written notice thereof to Seller not later than at or before the expiration of the Approval Period. If one (1) business day prior to the Closing Date, Seller has not cured to the reasonable satisfaction of Purchaser all of Purchaser's Objections which Seller has in Seller's Cure Notice undertaken to cure, Purchaser may (as its sole and exclusive remedy) terminate this Agreement by written notice to Seller on the Closing Date. In the event of a termination of this Agreement by Purchaser under this Section 5.1.2, neither party shall have any further obligations hereunder other than with respect to the Pre-Effective Date Seller Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant to Section 8.3 of this AgreementSurviving Obligations.

Title Commitment and Survey. (a) Buyer has received and reviewed a copy of Promptly after the Title Commitment and the Existing Survey. Buyer is solely responsible for obtaining any updated title commitmentsEffective Date, surveysSeller shall obtain, or any other title related matters Buyer desires with respect to the Assets at BuyerSeller’s sole cost and expense, and deliver to Purchaser the Title Commitment. Buyer Purchaser may obtain the Survey at Seller’s expense (in accordance with Section 7.4 below. In the event Purchaser elects to obtain the Survey, Purchaser shall have until not later than 5:00 p.m. Eastern Time on deliver the date that is no later than ten (10) days prior Survey to Seller and the end Title Company promptly upon its receipt of the Due Diligence Period (same. In the “Title Report Objection Date”), to notify Seller’s attorney in writing (the “Title Report Objection Notice”) as to any items shown on the Title Commitment (as updated if applicable) that Buyer believes are not Permitted Exceptions. Buyer’s failure to timely deliver the Title Report Objection Notice on or prior to the 5:00 p.m. Eastern Time on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance of the Title Commitment and Buyer shall be deemed to have unconditionally waived any right to object to any matters set forth therein. If Buyer timely delivers a Title Report Objection Notice, Seller shall have seven (7) days after receipt of such notice to notify Buyer event (i) the Survey (if obtained by Purchaser) shows any easement, right-of-way, encroachment, conflict, protrusion or other matter affecting the Property that Seller will remove or cause is unacceptable to be removed such objectionable exceptions from title on or before the ClosingPurchaser, in which case the provisions of subsection 8.3(b) shall apply; or (ii) any exceptions appear in the Title Commitment other than the standard printed exceptions set forth in the standard form of Commitment for Title Insurance in use in the State, that are unacceptable to Purchaser, Purchaser shall notify Seller elects not to cause in writing of such exceptions to be removed at which time Buyer may elect, facts and the reasons therefor ("Purchaser's Objections") prior to the end later of (i) the expiration of the Due Diligence Period, to accept or (ii) five (5) days after Purchaser’s receipt of the Title in its current condition or terminate this Agreement in which event Commitment reflecting Seller as fee simple owner of the Deposit Property. Upon the expiration of the Due Diligence Period, except for Purchaser's Objections if the same are timely raised pursuant to the two (2) preceding sentences, Purchaser shall be promptly delivered deemed to Seller have accepted the form and substance of the Survey and the parties Title Commitment. Except as expressly set forth in Section 5.4 below, Seller shall have no further obligations to each other except for those that expressly survive the termination of this Agreement. Nothing in this subsection shall require Seller, despite any election by Seller to attempt to discharge any title exceptions, obligation to take any steps or bring any action or proceeding or otherwise to incur any other steps effort or expense whatsoever to remove eliminate or modify any title exception of the Purchaser's Objections. Seller may, within three (3) days after receipt of written notice of Purchaser's Objections ("Seller's Cure Period"), deliver to Purchaser written notice ("Seller's Cure Notice") setting forth which of Purchaser's Objections Seller will endeavor to cure prior to the Closing Date and which of Purchaser's Objections Seller cannot or does not intend to expend cure. If Seller has not given Seller's Cure Notice by the end of Seller's Cure Period, Seller shall be deemed to have given notice that it does not intend to cure any moneys thereforof Purchaser's Objections. If by the expiration of the Seller’s Cure Period, Seller has not cured or undertaken to cure all of Purchaser's Objections to the reasonable satisfaction of Purchaser, Purchaser may (as its sole and exclusive remedy) terminate this Agreement by delivering written notice thereof to Seller within two (2) business days after the expiration of Seller’s Cure Period and receive a refund of the Xxxxxxx Money (subject to Section 4.1 above). If by the Closing Date, Seller has not cured to the reasonable satisfaction of Purchaser all of Purchaser's Objections which Seller has in Seller's Cure Notice undertaken to cure, Purchaser may (as its sole and exclusive remedy) terminate this Agreement by written notice to Seller on the Closing Date and receive a refund of the Xxxxxxx Money subject to Section 4.1 above (failing which, such objections shall be deemed to be Permitted Encumbrances). In the event any agreements are filed of record or any liens are created or become effective after the effective date of the initial Title Commitment and such agreement or liens are not created by, through or under Purchaser and the same materially and adversely affects the ownership or operation of the Property, Purchaser may give Seller written notice of such additional objections (“Additional Objections”) on or before the Closing Date within five (5) business days of its obtaining knowledge of the Additional Objections. If by the Closing Date Seller has not cured such Additional Objection Purchaser may (as its sole and exclusive remedy) terminate this Agreement (other than with respect the Surviving Obligations) by delivering written notice thereof to Seller on the Pre-Effective Date Seller Closing Date, in which event the Xxxxxxx Money shall be returned to Purchaser and neither party shall have any further obligations hereunder (other than the Surviving Obligations), failing which, such additional matters shall be deemed to be Permitted Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant to Section 8.3 . In the event of a termination of this AgreementAgreement by Purchaser under this Section 5.3, neither party shall have any further obligations hereunder other than the Surviving Obligations.

Title Commitment and Survey. (a) Buyer has received and reviewed a copy In the event (i) the Survey shows any easement, right-of-way, encroachment, conflict, protrusion or other matter affecting the Property that is unacceptable to Purchaser, or (ii) any exceptions appear in the Title Commitment other than the standard printed exceptions set forth in the standard form of Commitment for Title Insurance, that are unacceptable to Purchaser, Purchaser may within ten (10) business days after receipt of the Survey, the Title Commitment and copies of all documents referred to as exceptions in the Existing SurveyTitle Commitment, notify Seller in writing of such facts and the reasons therefor ("Purchaser's Objections"). Buyer is solely responsible for obtaining any updated title commitments, surveys, or any other title related matters Buyer desires with respect to Upon the Assets at Buyer’s sole cost and expense. Buyer shall have until not later than 5:00 p.m. Eastern Time on the date that is no later than expiration of said ten (10) days prior to business-day period, except for Purchaser's Objections if same are timely raised, and upon the end further condition that Purchaser has delivered a notice otherwise in accordance with Section 4.1.1 accepting the condition of the Due Diligence Period (the “Title Report Objection Date”)Property, to notify Seller’s attorney in writing (the “Title Report Objection Notice”) as to any items shown on the Title Commitment (as updated if applicable) that Buyer believes are not Permitted Exceptions. Buyer’s failure to timely deliver the Title Report Objection Notice on or prior to the 5:00 p.m. Eastern Time on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance of the Title Commitment and Buyer Purchaser shall be deemed to have unconditionally waived any right accepted the form and substance of the Survey, all matters shown thereon, all exceptions to object the Title Commitment and other items shown thereon. Notwithstanding anything to any matters set forth therein. If Buyer timely delivers a Title Report Objection Noticethe contrary contained herein, Seller shall have seven (7) days after receipt of such notice to notify Buyer (i) that Seller will remove or cause to be removed such objectionable exceptions from title on or before the Closing, in which case the provisions of subsection 8.3(b) shall apply; or (ii) that Seller elects not to cause such exceptions to be removed at which time Buyer may elect, prior to the end of the Due Diligence Period, to accept the Title in its current condition or terminate this Agreement in which event the Deposit shall be promptly delivered to Seller and the parties shall have no further obligations to each other except for those that expressly survive the termination of this Agreement. Nothing in this subsection shall require Seller, despite take any election by Seller to attempt to discharge any title exceptions, to take steps or bring any action or proceeding or otherwise to incur any other steps effort or expense whatsoever to remove eliminate or modify any title exception of the Purchaser's Objections. In the event Seller is unable or unwilling to expend eliminate or modify Purchaser's Objections to the reasonable satisfaction of Purchaser, Purchaser may (as its sole and exclusive remedy) terminate this Agreement by delivering notice thereof in writing to Seller by the earlier to occur of (i) the Closing Date (as defined in Section 6.1) or (ii) five (5) business days after Seller's written notice to Purchaser of Seller's intent not to cure one or more of such Purchaser's Objections, in which event neither party shall have any moneys therefor, obligations hereunder other than with respect to the Pre-Effective Date Seller Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant to Section 8.3 of this AgreementSurvival Obligations.

Title Commitment and Survey. (a) Buyer has received and reviewed a copy of the Title Commitment and the Existing Survey. Buyer is solely responsible for obtaining any updated title commitments, surveys, or any other title related matters Buyer desires with respect to the Assets at Buyer’s sole cost and expense. Buyer shall have until not later than 5:00 p.m. Eastern Time on obtain a title insurance commitment (“Commitment”) for an Owner’s Policy of Title Insurance from Escrow Agent (“Title Company”), covering the date that is no later than ten (10) days prior to the end of Real Property. During the Due Diligence Period (as defined in Section 3.2.1), Buyer may obtain an update of Seller’s existing ALTA survey of the Real Property prepared by Jordan Consulting Engineers, P.C. (“Existing Survey”) or Buyer’s own current ALTA Survey of the Property (“Updated Survey”; either of the Existing Survey or the Updated Survey is referred to herein as the “Title Report Objection DateSurvey”). No later than five (5) business days prior to the expiration of the Due Diligence Period, Buyer shall notify Seller in writing of any title exceptions, exclusions from coverage, or other matters identified in the Commitment or the Survey that Buyer disapproves (other than any of the Permitted Encumbrances (as defined in Section 3.1.4), to notify which Buyer shall have no right to object) (“Title Objections”). Seller may, within three (3) business days after receipt of Buyer’s Title Objections deliver to Buyer written notice (“Seller’s attorney in writing (the “Title Report Objection Cure Notice”) as to setting forth any items shown on the Title Commitment (as updated if applicable) that Buyer believes are not Permitted Exceptions. of Buyer’s failure Title Objections Seller will undertake to timely deliver the Title Report Objection Notice on or cure prior to the 5:00 p.m. Eastern Time on the Title Report Objection Date Closing. If Seller has not delivered to Buyer Seller’s Cure Notice within such three (3) business-day period, Seller shall constitute Buyer’s irrevocable acceptance be deemed to have elected to not cure any of the Title Commitment Objections and Buyer shall have the right within two (2) business days of Seller’s Cure Notice (or the date Seller is deemed to have elected to not cure any of the Title Objections) to either: (i) terminate this Agreement by written notice to Seller and Escrow Agent; or (ii) proceed to Closing without reduction of the Purchase Price, in which event Buyer shall be deemed to have unconditionally waived any right all of the Title Objections and such matters shall thereafter be deemed to object to any matters set forth thereinbe Permitted Encumbrances. If Buyer timely delivers a Title Report Objection Noticefails to provide notice terminating the Agreement as provided in the preceding sentence, Buyer shall be deemed to have elected clause (ii). If by Closing, Seller shall have seven (7) days after receipt of such notice has not cured the Title Objections which Seller has in Seller’s Cure Notice elected to notify Buyer (i) that Seller will remove or cause undertake to be removed such objectionable exceptions from title on or before the Closingcure, in which case the provisions of subsection 8.3(b) shall apply; or (ii) that Seller elects not to cause such exceptions to be removed at which time Buyer may elect(as its sole and exclusive remedy), prior to the end of the Due Diligence Period, to accept the Title in its current condition or terminate this Agreement in which event the Deposit shall be promptly delivered by written notice to Seller and the parties shall have no further obligations to each other except for those that expressly survive the termination of Escrow Agent, terminate this Agreement. Nothing ; provided that if Seller’s failure to cure the Title Objections which Seller elected to cure in this subsection shall require Seller’s Cure Notice is due to a willful or intentional act or failure to act of Seller, despite any election such failure shall be a default by Seller to attempt to discharge any title exceptionsSeller, to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, other than with respect and Buyer shall be entitled to the Pre-Effective Date Seller Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant to remedies set forth in Section 8.3 of this Agreement.11.1

Title Commitment and Survey. (a) Buyer has received and reviewed a copy of the Title Commitment and the Existing Survey. Buyer is solely responsible for obtaining any updated title commitments7.01 Seller shall, surveys, or any other title related matters Buyer desires with respect to the Assets at Buyer’s its sole cost and expense, deliver to Purchaser within five (5) days after the execution of this Agreement (a) an ALTA "as-built" survey for the Real Property which meets ALTA/ACSM 1992 requirements, certified to Purchaser, its lender, if any, and the title company (herein the "Survey") in form sufficient for the title company to remove the preprinted survey exception and (b) from Chicago Title Insurance Company, a commitment for owner's title insurance for the Real Property (herein the "Owner's Title Commitment") with all preprinted exceptions deleted. Buyer Purchaser shall notify Seller within 15 days of receipt of the later of the survey or the Owner's Title Commitment of any exceptions, defects or objections to title, or conditions of the Real Property disclosed in the survey and/or Owner's Title Commitment other than the Permitted Encumbrances or the Leases (herein Purchaser's objections, to any such exceptions, defects or objections being collectively referred to as "Objections" or "Objection"). Purchaser's failure to give notice of Objections within said fifteen day period, as provided herein shall constitute an election by Purchaser to terminate this Agreement. 7.02 After receipt of notice of any Objections, Seller in its sole discretion shall have until the option to cure or not later than 5:00 p.m. Eastern Time on to cure any Objections and Violations, except unpaid taxes and easements. If Seller does elect to cure or remove the date that Objections but is no later than ten (10) days unable after diligent efforts to convey to Purchaser title in accordance with the provisions of this Agreement, or to remove Violations, by the Closing Date, Seller shall be entitled upon written notice delivered to Purchaser prior to the end Closing Date, to an adjournment of the Due Diligence Period (Closing Date not to exceed 60 days to enable Seller to remove any Objections or Violations and to convey such title or fulfill such conditions and Seller shall proceed promptly and diligently to remove or cure the “Title Report Objections and/or Violations within said 60 days. 7.03 In the event Seller does not elect to remove or is unable to remove or cure any Objection Date”)to title or Violation, which Objection or Violation is reducible to notify Seller’s attorney a dollar amount, in writing (lieu of paying directly the “Title Report cost of removing such Objection Notice”) as to any items shown on or Violation, Seller may offer Purchaser a reduction of the Title Commitment (as updated if applicable) that Buyer believes are not Permitted Exceptions. Buyer’s failure to timely deliver the Title Report Objection Notice on or prior Purchase Price equal to the 5:00 p.m. Eastern Time on cost of removing such Objection or Violation, in which event Purchaser at its sole option may elect to purchase the Title Report Property at the reduced Purchase Price in lieu of Seller's removing the Objection Date shall constitute Buyer’s irrevocable acceptance of or Violation, or to terminate this Agreement and receive the Title Commitment and Buyer Xxxxxxx Money Deposit. 7.04 Nothing contained in this Article 7 shall be deemed to have unconditionally waived any right to object to any matters set forth therein. If Buyer timely delivers a Title Report Objection Notice, Seller shall have seven (7) days after receipt of such notice to notify Buyer (i) that Seller will remove or cause to be removed such objectionable exceptions from title on or before the Closing, in which case the provisions of subsection 8.3(b) shall apply; or (ii) that Seller elects not to cause such exceptions to be removed at which time Buyer may elect, prior to the end of the Due Diligence Period, to accept the Title in its current condition or terminate this Agreement in which event the Deposit shall be promptly delivered to Seller and the parties shall have no further obligations to each other except for those that expressly survive the termination of this Agreement. Nothing in this subsection shall require Seller, despite any election by Seller to attempt to discharge any title exceptions, to take or bring any action or proceeding or to take any other steps to remove any title exception Objections or Violations or to fulfill any condition or expend any moneys therefor, nor shall Purchaser have any right of action against Seller if Seller elects not to remove or cure an Objection or Violation. 7.05 Subject to Section 7.03 hereof, if Seller has not so elected to remove Obligations or Violations and/or to adjourn the Closing Date or if at the adjourned date Seller has not removed the Objections or Violation, this Agreement shall be terminated, and Purchaser shall receive the Xxxxxxx Money Deposit. If this Agreement is terminated pursuant to this Section 7.05, Seller shall promptly return the Xxxxxxx Money Deposit to Purchaser and, thereafter, the parties shall be relieved of all further liability to one another pursuant to this Agreement and neither party shall have any rights against the other than party hereunder. 7.06 Purchaser may at its sole option at any time accept such title as Seller can convey, without reduction of the Purchase Price or any credit or allowance on account thereof. 7.07 The Acceptance by Purchaser of the Deed, the Xxxx of Sale and the Assignment and Assumption Agreement shall be deemed to be full performance of and discharge of every agreement and obligation on Seller's part to be performed hereunder, except for any representation, indemnity, or warranty made by Seller in this Agreement, all of which shall survive the Closing for a period of six months from the date of Closing, it being agreed and understood that, so long as any action based on a breach of representation or warranty for which there is a six (6) month survival period is commenced within six (6) months of the Closing Date, such commencement of such action shall be deemed to toll the expiration of such six (6) month survival period with respect to the Pre-Effective Date Seller Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant to Section 8.3 of this Agreementmatter complained of.

Title Commitment and Survey. (a) Buyer has received As soon as practicable after the Effective Date, Seller will deliver or cause to be delivered to Purchaser the following: (1) One or more Owner’s Commitment(s) for Title Insurance (each a “Title Commitment” and reviewed a copy collectively, the “Title Commitments”) covering each of the Sites included within the Property, issued by Chicago Title Commitment Company, 0000 XXX Xxxxxxx, Xxxxx 000, Xxxxxx, Xxxxx 00000, Attention: Xxxxx Xxxx (214-570-0200) (the “Title Company”). The Title Commitments will set forth the status of title to the Property and will show all Encumbrances and other matters of record, if any, relating to the Property. (2) Legible copies of all recorded documents referred to in the Title Commitment, including but not limited to plats, reservations, restrictions, and easements. (b) As soon as practicable after the Effective Date, Seller shall deliver to Purchaser a metes and bounds description of each Site (each a “Preliminary Legal Description” and collectively, the “Preliminary Legal Descriptions”). (c) As soon as practicable after the Effective Date, Seller shall obtain surveys of each Site (each a “Survey” and collectively, the “Surveys”) each consisting of a plat and field notes describing the applicable Site, and deliver copies thereof to Seller and the Title Company. Seller and Purchaser acknowledge that the Surveys may not be delivered prior to the Preliminary Closing. The Surveys must be current, on-the-ground staked surveys performed by a registered public surveyor or engineer satisfactory to Seller, Purchaser, and the Title Company. Purchaser hereby approves the hiring of Xxxxxx-Xxxx and Associates, Inc. to prepare the Surveys. Once approved by Seller and Purchaser, the Property description from each Survey will be used in all documents requiring a Property description except as otherwise provided herein. The Surveys shall be performed at Seller’s sole expense. (d) Purchaser must give Seller written notice of any objections (“Objections”) to the Title Commitments, the Existing Survey. Buyer is solely responsible for obtaining any updated title commitments, surveys, Surveys (defined below) or any other title related matter on or before the expiration of the Feasibility Period. If Purchaser does not timely give notice of Objections, Purchaser will be deemed to have waived all Objections, and all matters Buyer desires with respect to the Assets at Buyer’s sole cost and expense. Buyer shall have until not later than 5:00 p.m. Eastern Time reflected on the date that is no later than ten Title Commitments and/or the Existing Surveys will be deemed Permitted Encumbrances. (10e) days prior If Purchaser timely gives notice of Objections to Seller, then Seller, without obligation to spend any money or to bring suit to cure the end Objections, may cure the Objections and/or commit in writing to cure one or more of the Due Diligence Objections by providing written notice of such election to Purchaser on or before the expiration of the Feasibility Period (the “Title Report Objection DateCure Period”), to notify Seller’s attorney . If Seller does not either cure the Objections or commit in writing (to cure the “Title Report Objection Notice”) as Objections by providing written notice of such commitment to any items shown on the Title Commitment (as updated if applicable) that Buyer believes are not Permitted Exceptions. Buyer’s failure to timely deliver the Title Report Objection Notice on or Purchaser prior to the 5:00 p.m. Eastern Time on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance expiration of the Title Commitment and Buyer shall Cure Period, then Seller will be deemed to have unconditionally elected not to cure such Objections and Purchaser, as its sole and exclusive remedy, is entitled either: (1) To terminate this Contract by written notice to Seller and Title Company at any time prior to the expiration of the Feasibility Period. Upon termination, Purchaser will be entitled to the return of the Xxxxxxx Money, and neither Seller nor Purchaser thereafter shall have any further right or obligation under this Contract unless expressly provided otherwise in this Contract; or (2) To waive the Objections that remain uncured as of the expiration of the Feasibility Period and consummate the purchase of the Property subject to the uncured Objections, which will be deemed to be Permitted Encumbrances. In such event, none of Purchaser’s obligations under this Contract will change, nor will the Purchase Price be reduced on account of the uncured Objections; or (3) To delete the Site(s) affected by such uncured Objections from inclusion as part of the Land by providing written notice to Seller at any time prior to the expiration of the Feasibility Period (provided that in no event shall the number of Sites included as part of the Land be less than 104). If Purchaser does not send a written notice of termination prior to the expiration of the Feasibility Period, it will be deemed to have waived any the Objections that remain uncured as of the expiration of the Feasibility Period, which will be deemed to be Permitted Encumbrances. (f) In the event that an updated Title Commitment or Survey issued after the expiration of the Feasibility Period but before the Preliminary Closing reveals new title exceptions or Encumbrances that were not disclosed on a Title Commitment or Survey issued prior to the expiration of the Feasibility Period, Purchaser shall have the right to object send written Objections to any such matters set forth therein. If Buyer timely delivers a Title Report Objection Notice, (“Additional Objections”) to Seller shall have seven within five (75) days after Purchaser’s receipt of such notice to notify Buyer updated Title Commitment or updated Survey (i) that Seller will remove or cause to be removed such objectionable exceptions from title on or but in any event before the Preliminary Closing). If Purchaser does not timely give notice of Additional Objections, in which case Purchaser will be deemed to have waived all Additional Objections and all new matters shown on the provisions updated Title Commitment and/or updated Survey will be deemed Permitted Encumbrances. Upon receipt of subsection 8.3(b) shall apply; Purchaser’s written notice of any Additional Objections, Seller, without obligation to spend any money or (ii) that Seller elects not to cause bring suit to cure the Additional Objections, may elect to cure such exceptions to be removed at which time Buyer may elect, Additional Objections prior to the end of Preliminary Closing. If Seller does not either cure the Due Diligence PeriodAdditional Objections prior to the Preliminary Closing or deliver a written notice to Purchaser prior to the Preliminary Closing deleting the Site(s) affected by the Additional Objections from inclusion within the Property, to accept the Title in then Purchaser, as its current condition or sole and exclusive remedy, is entitled either: (1) To terminate this Agreement in which event the Deposit shall be promptly delivered Contract by written notice to Seller and Title Company at any time before the parties Preliminary Closing Date. Upon termination, Purchaser will be entitled to the return of the Xxxxxxx Money, and neither Seller nor Purchaser thereafter shall have no any further obligations to each other except for those that right or obligation under this Contract unless expressly survive the termination of this Agreement. Nothing provided otherwise in this subsection shall require Seller, despite any election by Seller to attempt to discharge any title exceptions, to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, other than with respect Contract; or (2) To waive the Additional Objections that remain uncured as of the Preliminary Closing Date and consummate the purchase of the Property subject to the Pre-Effective Date uncured Additional Objections, which will be deemed to be Permitted Encumbrances. In such event, none of Purchaser’s obligations under this Contract will change, nor will the Purchase Price be reduced on account of the uncured Objections; or (3) To delete the Site(s) affected by such uncured Objections from inclusion as part of the Land by providing written notice to Seller at any time prior to the Preliminary Closing (provided that in no event shall the number of Sites included as part of the Land be less than 104). If Purchaser does not send a written notice of termination prior to the Preliminary Closing, Purchaser will be deemed to have waived the Additional Objections that remain uncured as of the Preliminary Closing Date, which will be deemed to be Permitted Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant to Section 8.3 of this Agreement.

Title Commitment and Survey. (a) Buyer has received and reviewed a copy Purchaser, at Purchaser’s option, shall use commercially reasonable efforts to obtain the following prior to the expiration of the Due Diligence Period: (i) an updated real property survey for the Facility (the "Survey"), and (ii) a title commitment for the Facility (the "Title Commitment"), issued by a national title company selected by Purchaser (the "Title Company"), which Title Commitment shall contain a commitment by the Title Company to issue to Purchaser a title insurance policy on an extended coverage ALTA Owner’s form, in form and substance reasonably acceptable to Purchaser (the Existing Survey. Buyer is solely responsible for obtaining any updated "Title Policy") insuring the valid fee simple title commitments, surveys, or any other title related matters Buyer desires with respect to the Assets at Buyer’s sole cost Facility. In the event that Purchaser is unable to obtain the Survey and expense. Buyer Title Commitment prior to the expiration of this Due Diligence Period, the Due Diligence Period shall have be automatically extended until not later than 5:00 p.m. Eastern Time on the date that is five (5) Business days after Purchaser receives both the Survey and Title Commitment, but in no later event shall the Due Diligence Period be extended for more than ten fifteen (1015) days prior without Seller’s consent. Seller will cause all standard exceptions to be deleted from the Title Policy at the Closing, other than exceptions for (i) such itemized matters shown on the Survey to which Purchaser does not object pursuant to the end provisions hereof and (ii) taxes for the year in which the Closing occurs which are not yet due and payable, and Seller will execute and deliver or otherwise obtain such reasonable documents and instruments as the Title Company shall require, including, without limitation, Seller’s affidavits, gap indemnities and the like. Purchaser shall have until the expiration of the Due Diligence Period (the “Title Report Objection Date”), to notify Seller’s attorney in writing (the “Title Report Objection Notice”) as give written notice to any items shown on the Title Commitment (as updated if applicable) that Buyer believes are not Permitted Exceptions. Buyer’s failure Seller accepting or objecting to timely deliver the Title Report Objection Notice on or prior to the 5:00 p.m. Eastern Time on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance of the Title Commitment and Buyer Survey, with any such notice of objection specifying the exceptions or other matters to which Purchaser objects (the “Objection Notice”). Purchaser shall provide Seller with copies of the Survey and Title Commitment at the time Purchaser delivers the Objection Notice. The failure of Purchaser to object to any matter reflected in the Title Commitment or Survey prior to the expiration of the Due Diligence Period shall cause such matter to become a Permitted Encumbrance; provided, however, Seller shall be deemed unconditionally obligated to pay any outstanding indebtedness evidenced by, and cause the release of any lien, mortgage, deed of trust, deed to secure debt, security agreement, judgment, tax lien or other encumbrance affecting the Assets and capable of being released through or as a result of the payment of money (collectively, "Monetary Encumbrances") irrespective of whether Purchaser objects to same unless and only to the extent that such obligation is waived in writing by Purchaser. Notwithstanding the foregoing, Purchaser shall not have unconditionally waived any the right to object to any matters set forth thereincreated or consented to in separate written consent by Purchaser, all of which shall be deemed to be "Permitted Encumbrances" hereunder. If Buyer timely delivers a Purchaser objects to any encumbrance or other matter reflected in the Title Report Objection NoticeCommitment or Survey, Seller shall have seven ten (710) days after receipt Business Days from the date of the notice of such objection within which to cure the same (which cure may be effected by payment and discharge of the objectionable item or by causing the Title Company to remove the same as an exception or affirmatively insure over such item provided such affirmative insurance shall be reasonably satisfactory to Purchaser and any lender of Purchaser and sufficient, in Purchaser’s reasonable judgment, to adequately address Purchaser’s and any lender’s concerns with respect to such matter) and in the event Seller shall fail or refuse to do so within said ten (10) Business Day period, Purchaser shall have five (5) Business Days thereafter in which to advise Seller in writing of Purchaser’s election (x) to make such payments as are necessary to effect releases of such claims Seller is not prepared to cure and to proceed to Closing or (y) to terminate this Agreement by notice to notify Buyer (i) that Seller will remove or cause to be removed such objectionable exceptions from title on or before the ClosingSeller, in which case the provisions of subsection 8.3(bDeposit Balance shall be refunded to Seller, and neither party shall have any further rights, duties or obligations hereunder or (z) to extend the Closing Date for a period not to exceed thirty (30) days to enable Purchaser or Seller to so cure; provided, however, (i) Purchaser shall apply; or have the right, but shall not be obligated, to cure such matters, (ii) if neither party cures such matters in said thirty (30) day period, Purchaser shall again have the right to terminate this Agreement, in which case the Deposit Balance shall be refunded to Seller, and neither party shall have any further rights, duties or obligations hereunder and (iii) any such extension shall not limit or affect Seller’s absolute obligation hereunder to cure all Monetary Encumbrances. In the event that Seller elects not any update to cause such exceptions to be removed at which time Buyer may elect, the Title Commitment prior to or on the end Closing Date reveals any new matter not previously shown or disclosed on the prior Title Commitment, then Purchaser will have the same rights of objection, termination and extension of the Due Diligence PeriodClosing Date, and Seller will have the same obligations of cure, as set forth above. In the event Seller undertakes or commits to accept cure any item to which Purchaser objects and does not cure the Title in its current condition same on or terminate this Agreement in which event the Deposit before Closing, completion of such cure to Purchaser’s satisfaction shall be promptly delivered a condition to Seller and Purchaser’s obligation to close the parties shall have no further obligations to each other except for those that expressly survive the termination of this Agreement. Nothing in this subsection shall require Seller, despite any election by Seller to attempt to discharge any title exceptions, to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, other than with respect to the Pre-Effective Date Seller Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant to Section 8.3 of this Agreementtransaction contemplated herein.

Title Commitment and Survey. (a) Buyer has received and reviewed a copy Within thirty (30) days after the date of the Title Commitment and the Existing Survey. Buyer is solely responsible for obtaining any updated title commitmentsthis Agreement, surveysSeller, or any other title related matters Buyer desires with respect to the Assets at Buyer’s its sole cost and expense, shall deliver to Purchaser a commitment for an ALTA (Form B- 1992) owner’s title insurance policy (the “Commitment”), with extended coverage, together with copies of all recorded documents disclosed therein, issued by Chicago Title Insurance Company (the “Title Insurer”) in the initial amount of Ten Thousand Dollars ($10,000.00), covering title to the Property and showing Seller as the owner of the Property in fee simple, which extended coverage will be provided upon delivery of a survey satisfactory to the Title Insurer. Buyer Purchaser agrees to accept title to the Property at Closing subject to the title exceptions set forth on Exhibit D attached hereto and made a part hereof (the “Permitted Exceptions” ). Exhibit D will be completed by Purchaser within ten (10) business days after receiving the latter of (I) the Commitment, including all recorded documents disclosed therein, and (ii) the Survey (as hereafter defined). The Commitment may also include the general exceptions customarily set forth therein; provided, however, that Seller shall have until execute affidavits and provide the Survey, utility letters and other documents as are required by the Title Insurer in connection with the issuance of an “extended coverage” endorsement over the general exceptions. At Closing Seller shall cause the Title Insurer to issue the owner’s title insurance policy, showing Purchaser as the title holder of the Property and as the insured and the amount of insurance equal to the Purchase Price. The policy will also contain, at Purchaser’s expense, (i) a tax parcel endorsement, (ii) an ALTA 3.1 zoning endorsement, (iii) a location endorsement, (iv) an access endorsement, and (v) such other endorsements as may be reasonably required by Purchaser. The policy shall not later than 5:00 p.m. Eastern Time contain a so-called “creditor’s rights” exception. Notwithstanding anything stated herein to the contrary, Seller shall pay the entire premium for the title policy in the full amount of the Purchase Price at the time of the Closing. (b) Within thirty (30) days after the date end of the due diligence period, Seller, at its cost and expense up to $5,000 (Purchaser shall pay ay cost or expense of the Survey that is in excess of $5,000), shall deliver to Purchaser an as-built survey of the Property (the “Survey”) prepared after the date of this Agreement, by a surveyor licensed in the State of Illinois, certified to Purchaser, Purchaser’s counsel, the Title Insurer, and such other entities as Purchaser may designate in writing to Seller, and in accordance with the Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys, jointly established and adopted by ALTA, AC SM and NSPS in 1997, and including Items 2, 3, 4, 6, 7(a), 7(b)(1), 8, 9, 10, 11, 13, 14, 15 and 16 of Table A thereof, and pursuant to the Accuracy Standards (as adopted by ALTA and ACSM and in effect on the date of certification) of an Urban Survey, sufficient to cause the Title Insurer to delete the standard printed survey exception. To the extent the Survey discloses any encroachments by improvements on adjoining properties onto the Property or any encroachments of improvements comprising part of the Property onto adjoining properties, setback lines or easements, such encroachments are hereinafter referred to as “Survey Defects”. (c) If the Commitment discloses exceptions to title to the Property other than the Permitted Exceptions or if there are any Survey Defects (exceptions to title other than the Permitted Exceptions and any Survey Defects are hereafter collectively referred to as “Unpermitted Exceptions”), then Seller shall have thirty (30) days from the date of delivery by Purchaser to Seller of the completed Exhibit D and identification of Unpermitted Exceptions within which to cure the Unpermitted Exceptions by removing or correcting any Unpermitted Exceptions or by having the Title Insurer waive such Unpermitted Exceptions or commit to insure over the Unpermitted Exceptions; provided, however, that is no later than Purchaser shall have the right to review and reasonably approve the means pursuant to which the Title Insurer insured over any Unpermitted Exceptions. If Seller does not cure the Unpermitted Exceptions within the foregoing thirty (30) days or if Purchaser does not approve the means pursuant to which the Title Insurer insured over any Unpermitted Exception, Purchaser shall have the option (to be exercised by delivery of written notice to Seller within ten (10) days prior after the expiration of said thirty (30) day period), either to: (i) terminate this Agreement (without either party being deemed at fault); or (ii) proceed pursuant to this Agreement and accept title subject to the end Unpermitted Exceptions, in which event the Purchase Price shall be reduced by any Unpermitted Exceptions constituting liens of a definite and ascertainable amount that are not waived or committed to be insured over by the Due Diligence Period (Title Insurer. Seller shall have no obligation to cure any other Unpermitted Exceptions. Defects that are accepted as part of Purchaser’s election under Paragraph 6(c)(ii) shall become Permitted Exceptions. If the “Title Report Objection Date”)Purchaser does not give timely written notice of an Unpermitted Exception, to notify Seller’s attorney in writing (the “Title Report Objection Notice”) as to any items then all matters shown on the Title Commitment (as updated if applicable) that Buyer believes are and Survey not so noticed shall be conclusively presumed to be acceptable to and approved by the Purchaser. All matters of title and survey approved or deemed approved by the Purchaser shall be “Permitted Exceptions. Buyer’s failure ”. (d) Purchaser hereby agrees that Seller need not remove liens, mortgages or security interests affecting the Property constituting Unpermitted Exceptions prior to timely deliver Closing, provided that the Title Report Objection Notice on or prior to the 5:00 p.m. Eastern Time on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance of the Title Commitment and Buyer shall be deemed to have unconditionally waived any right to object to any matters set forth therein. If Buyer timely delivers a Title Report Objection NoticeInsurer shall, Seller shall have seven (7) days after receipt of such notice to notify Buyer (i) that Seller will remove or cause to be removed such objectionable exceptions from title on or before the at Closing, in which case be directed to disburse funds constituting the provisions of subsection 8.3(b) shall apply; Purchase Price to liquidate the indebtedness secured or (ii) that Seller elects not to cause evidenced by such exceptions to be removed at which time Buyer may electliens, prior to the end of the Due Diligence Period, to accept the Title in its current condition mortgages or terminate this Agreement in which event the Deposit shall be promptly delivered to Seller and the parties shall have no further obligations to each other except for those that expressly survive the termination of this Agreement. Nothing in this subsection shall require Seller, despite any election by Seller to attempt to discharge any title exceptions, to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, other than with respect to the Pre-Effective Date Seller Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant to Section 8.3 of this Agreementsecurity interests.

Title Commitment and Survey. (a) Buyer has received Within ten (10) days after the Effective Date, Seller, at its sole cost and reviewed expense, shall deliver or cause to be delivered to Purchaser the following: i. Commitment for Title Insurance (the “Title Commitment”) from the Title Company, addressed to the Purchaser, covering the Property and binding the Title Company to issue to Purchaser at Closing a copy Texas Standard Form Owner Policy of Title Insurance (the “Title Policy”) in the amount of the Purchase Price, including such endorsements as may be specified by Purchaser, with such Title Commitment setting forth the status of the title of the Property and the Existing Survey. Buyer is solely responsible for obtaining any updated title commitmentsshowing all liens, surveysclaims, or encumbrances, easements, rights-of-way, encroachments, reservations, restrictions and any other title related matters Buyer desires with respect to affecting the Assets Property. The Title Commitment shall reflect that the survey exception may be modified in the Title Policy, at BuyerPurchaser’s sole cost and expense, to reflect “shortages in area” only. ii. Buyer Legible copies of all documents referred to in Schedule B of the Title Commitment. (b) Within twenty (20) days after the Effective Date, Seller shall, at its expense, obtain a current as-built survey (the “Survey”) of the Property prepared in accordance with the minimum standard detail requirements imposed by ALTA/ACSM, prepared and certified by a registered and licensed land surveyor, containing a certification in the form attached hereto as Exhibit H. Upon receipt of the Survey, Seller shall promptly furnish a copy of same to Purchaser, Purchaser’s legal counsel and the Title Company. (c) Purchaser shall have until not later than 5:00 p.m. Eastern Time on the date that is no later than ten (10) days prior to from the end receipt of the Due Diligence Period information referred to in Section 3(a) and 3(b) hereof to examine the same and to specify to Seller in writing those items in the Title Commitment and/or the Survey which Purchaser reasonably finds objectionable (the “Title Report Objection DateEncumbrances”). If Purchaser does not deliver to Seller a written notice specifying those items which are Encumbrances within ten (10) days after the receipt by Purchaser of all of the information referred to in Section 3(a) and 3(b) hereof, to notify Seller’s attorney in writing (then all of the “Title Report Objection Notice”) as to any items shown reflected on the Title Commitment (and Survey shall be considered to be Permitted Encumbrances, as updated if applicable) that Buyer believes hereinafter defined; provided, however, Purchaser shall not be required to object to financing or mechanic’s liens on the Property or requirements of Seller which are not Permitted Exceptions. Buyer’s failure to timely deliver contained on Schedule C of the Title Report Objection Notice on Commitment, and any such liens or Schedule C requirements shall not be a Permitted Encumbrance under any circumstances. (d) Seller may, but shall have no obligation to, at its sole cost and expense, cure or remove the Encumbrances. If Seller fails to cause all of the Encumbrances to be removed or cured prior to the 5:00 p.m. Eastern Time on the Title Report Objection Closing Date shall constitute Buyer’s irrevocable acceptance (hereinafter defined) or if Seller notifies Purchaser of its decision not to cure or remove some or all of the Title Commitment and Buyer Encumbrances, Purchaser’s sole remedy shall be deemed to have unconditionally waived any right to object to any matters set forth therein. If Buyer timely delivers a Title Report Objection Noticeto: i. Terminate this Agreement, Seller shall have seven (7) days after receipt of such notice to notify Buyer (i) that Seller will remove or cause to be removed such objectionable exceptions from title on or before the Closing, in which case the provisions of subsection 8.3(b) shall apply; or (ii) that Seller elects not to cause such exceptions to be removed at which time Buyer may elect, prior to the end of the Due Diligence Period, to accept the Title in its current condition or terminate this Agreement in which event the Deposit Exxxxxx Money together with all interest earned thereon shall be promptly delivered returned to Seller Purchaser, and neither party shall have any further rights, duties or obligations hereunder, except as may be otherwise specified herein; or ii. Elect to purchase the Property subject to the Permitted Encumbrances and the parties Encumbrances not so removed or cured, in which event the Encumbrances not removed or cured shall have no further obligations be deemed Permitted Encumbrances and the Purchase Price shall not be reduced by any amount. Purchaser’s election must be made by giving Seller written notice thereof, which notice must be given within five (5) days after Seller notifies Purchaser in writing of its decision not to each cure or remove Encumbrances. Purchaser’s failure to give such notice shall be deemed an election by Purchaser to purchase the Property subject to the Permitted Encumbrances and the Encumbrances not so removed or cured. (e) The Title Policy shall be purchased at Seller’s expense and shall guarantee Purchaser’s title to the Property to be good and indefeasible, subject only to all matters reflected in the Title Commitment not objected to by Purchaser, or if objected to by Purchaser, waived by Purchaser, and any liens or other except for those that expressly survive encumbrances created pursuant to the termination terms of this Agreement. Nothing in this subsection shall require SellerAgreement (collectively, despite any election by Seller to attempt to discharge any title exceptions, to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, other than with respect to the Pre-Effective Date Seller “Permitted Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant to Section 8.3 of this Agreement”).

Title Commitment and Survey. 3.1. Seller has provided to Purchaser a commitment for owner's title insurance for the Property (athe "Title Commitment") Buyer from First American Title Insurance Company (the "Title Company"). Seller shall, within 10 days of the date hereof, provide Purchaser an update to the existing ALTA Survey dated November 19, 1983 prepared by Ayer, Graham & Associates, Inc., x xxxx xx xhich has received been provided to Purchaser by Seller (the "Updated Survey"). Seller and reviewed a copy Purchaser shall each pay for one-half of the costs of the Title Commitment Commitment, the title policy issued pursuant thereto, and the Existing Updated Survey. Buyer is solely responsible Purchaser shall pay for obtaining the cost of any updated title commitments, surveysendorsements to, or extended coverage on, the title policy. 3.2. On or before the date which is three (3) business days after receipt by Purchaser of the Updated Survey, Purchaser shall advise Seller by written notice (the "Purchaser's Title Objection Notice") of any other objections that Purchaser may have to (1) the title related exceptions reflected in the Title Commitment; and (2) any matters Buyer desires with respect to the Assets at Buyer’s sole cost and expense. Buyer shall have until not later than 5:00 p.m. Eastern Time reflected on the date that is no later than ten (10) days prior to the end of the Due Diligence Period (the “Title Report Objection Date”), to notify Seller’s attorney Updated Survey. Any title exceptions reflected in writing (the “Title Report Objection Notice”) as to any items shown on the Title Commitment (or matters reflected on the Updated Survey as updated if applicable) that Buyer believes are to which Purchaser does not Permitted Exceptions. Buyer’s failure to timely deliver object in the Purchaser's Title Report Objection Notice on or prior shall be referred to herein as the 5:00 p.m. Eastern Time on the "Permitted Title Report Objection Date shall constitute Buyer’s irrevocable acceptance and Survey Exceptions." Within fifteen (15) days after Seller's receipt of the Purchaser's Title Commitment and Buyer shall be deemed to have unconditionally waived any right to object to any matters set forth therein. If Buyer timely delivers a Title Report Objection Notice, Seller shall advise Purchaser by written notice (the "Seller's Title Notice") as to whether Seller intends to bond-over, cure or remove the objectionable matters reflected in the Purchaser's Title Objection Notice. Any objectionable matters that Seller agrees to bond-over, cure or remove shall be bonded-over, cured or removed in form reasonably satisfactory to Purchaser by Seller prior to "Closing" (as hereinafter defined), and the applicable correction of such objectionable matters by Seller shall be a condition precedent to Purchaser's obligations to proceed to Closing hereunder. Purchaser shall have seven the right, exercisable by written notice to Seller given within five (75) days after receipt delivery to Purchaser of such notice to notify Buyer (i) the Seller's Title Notice which reflects that Seller will does not intend to bond-over, cure or remove some or cause to be removed such objectionable exceptions from title on or before the Closing, in which case the provisions of subsection 8.3(b) shall apply; or (ii) that Seller elects not to cause such exceptions to be removed at which time Buyer may elect, prior to the end all of the Due Diligence Periodobjectionable matters specified in the Purchaser's Title Objection Notice, to accept the Title in its current condition or either: (a) terminate this Agreement Contract, in which event the Deposit Earnest Money shall be promptly delivered to Seller returned xx Xxxxhaser and the parties shall have no be relieved from all further obligations liability or obligation under this Contract (except with respect to each other except for those provisions hereof that are expressly intended to survive the termination of this Contract as set forth herein); or (b) waive such objectionable title and/or survey matters and proceed to Closing in conformity with the terms of this Contract, in which event, such objectionable title and/or survey matters shall be deemed "Permitted Title and Survey Exceptions" under this Contract. 3.3. The obligation of Purchaser and Seller to pay various costs set forth in Paragraphs 3.1 shall survive the termination of this Agreement. Nothing in this subsection shall require Seller, despite any election by Seller to attempt to discharge any title exceptions, to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, other than with respect to the Pre-Effective Date Seller Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant to Section 8.3 of this Agreement.

Title Commitment and Survey. Seller has provided to Purchaser a title insurance commitment with an effective date of January 5, 2011, revised February 3, 2011 (athe “Commitment”) Buyer has received and reviewed a copy for an Owner's Policy of the Title Commitment and the Existing Survey. Buyer is solely responsible for obtaining any updated title commitments, surveys, or any other title related matters Buyer desires with respect to the Assets at Buyer’s sole cost and expense. Buyer shall have until not later than 5:00 p.m. Eastern Time on the date that is no later than ten (10) days prior to the end of the Due Diligence Period Insurance from Commonwealth Land Title Insurance Company (the “Title Report Objection DateCompany”), to notify covering the Land, together with copies of all instruments reflected as exceptions set forth therein, as well as a copy of Seller’s attorney in writing 's existing ALTA survey of the Land prepared by VIKA Incorporated and dated March 28, 2007, last revised January 11, 2011 (the “Title Report Objection NoticeSurvey”) as ). With respect to any items shown on title or survey matters first arising after the Title Commitment (as updated if applicable) that Buyer believes are not Permitted Exceptions. Buyer’s failure to timely deliver the Title Report Objection Notice Effective Date and on or prior to the 5:00 p.m. Eastern Time on Closing which materially and adversely affect the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance operation of the Property (a “Title Commitment and Buyer Objection”), other than any of the Permitted Exceptions (to which Purchaser shall be deemed to have unconditionally waived any no right to object object), Purchaser shall have until the earlier of (i) five (5) Business Days after Purchaser's discovery of such Title Objection or (ii) the Closing Date to notify Seller in writing of Purchaser's objection thereto. In the event Purchaser shall timely notify Seller of any matters set forth therein. If Buyer timely delivers a Title Report Objection NoticeObjections, Seller shall have seven the right, but not the obligation, except for Monetary Liens (7as hereinafter described), to cure such Title Objection(s) days in its sole and absolute discretion. Within three (3) Business Days after receipt of Purchaser's notice of Title Objection(s), with the Closing automatically extended, if necessary, to allow for such response period, but in no event beyond the Designated Closing Date without Seller's approval, Seller shall notify Purchaser in writing whether Seller elects to attempt to cure such Title Objection(s). Failure of Seller to give such notice within said three (3) Business Day period shall be deemed an election by Seller not to notify Buyer cure such Title Objection(s). If Seller elects or is deemed to have elected not to cure any Title Objection(s) specified in Purchaser's notice, Purchaser shall have the following options, to be given by written notice to the Seller within two (2) Business Days after Purchaser's receipt of Seller's notice electing not to cure such objection(s) (or, if Seller fails to deliver such notice, within two (2) Business Days after the day on which Seller was required to deliver such notice): (i) that to accept a conveyance of the Property subject to the Permitted Exceptions, specifically including any matters objected to by Purchaser which Seller will remove has elected, or cause is deemed to have elected, not to cure (which such matter(s) shall thereafter be deemed to be removed such objectionable exceptions from title on or before a Permitted Exception), without reduction of the ClosingPurchase Price, in which case the provisions of subsection 8.3(b) shall apply; or (ii) that Seller elects not to cause such exceptions to be removed at which time Buyer may elect, prior to the end of the Due Diligence Period, to accept the Title in its current condition or terminate this Agreement in which event by sending written notice thereof to Seller and Escrow Agent, and upon delivery of such notice of termination, this Agreement shall terminate and the Deposit shall be promptly delivered returned to Seller Purchaser, and the parties thereafter neither party hereto shall have no any further rights, obligations to each other or liabilities hereunder except for those that matters which expressly survive the termination of this Agreement. Nothing in In addition, if Seller fails prior to Closing to cure or satisfy any Title Objections(s) that Seller has elected, or is required hereunder, to cure or satisfy, then Purchaser may: (a) accept a conveyance of the Property subject to the Permitted Exceptions, specifically including such Title Objection(s) which Seller has failed to cure or satisfy (which such Title Objection(s) shall thereafter be deemed to be a Permitted Exception), without reduction of the Purchase Price, or (b) terminate this subsection Agreement by sending written notice thereof to Seller and Escrow Agent, and upon delivery of such notice of termination, this Agreement shall require terminate, the Deposit shall be returned to Purchaser, and thereafter neither party hereto shall have any further rights, obligations or liabilities hereunder except for those matters which expressly survive termination of this Agreement. Notwithstanding the foregoing, any delinquent real property taxes, deeds of trust, mortgages and, to the extent arising out of the acts of Seller, despite mechanic's liens (specifically excluding liens created by, through or under tenants) (collectively, “Monetary Liens”), first discovered or disclosed after the Effective Date shall be automatically deemed unpermitted exceptions, and Seller shall cause all such Monetary Liens to be removed from record on or before the Closing Date. In addition, Seller, at Seller's sole cost and expense, shall be obligated to release and discharge of record, on or before the Closing Date, any election Title Objection voluntarily created by Seller to attempt to discharge any title exceptions, to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, other than with respect to from and after the Pre-Effective Date Seller Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant to Section 8.3 in breach of this Agreement.

Title Commitment and Survey. (a) Buyer has received and reviewed a copy of In the event (i) the Survey shows any easement, right-of-way, encroachment, conflict, protrusion or other matter affecting the Property that is unacceptable to Purchaser, or (ii) any exceptions appear in the Title Commitment and that are unacceptable to Purchaser, Purchaser shall be provided the Existing Survey. Buyer is solely responsible for obtaining any updated title commitmentsopportunity until December 24, surveys, or any other title related matters Buyer desires with respect to the Assets at Buyer’s sole cost and expense. Buyer shall have until not later than 5:00 p.m. Eastern Time on the date that is no later than ten (10) days prior to the end of the Due Diligence Period (the “Title Report Objection Date”)1997, to notify Seller’s attorney Seller in writing of such facts and the reasons therefor ("Purchaser's Objections"). The parties agree that the “Title Report Objection Notice”) as to definition of "Purchaser's Objections" shall automatically include any items shown on nongovernmental mortgages or liens affecting the Title Commitment (as updated Property which arise from and after the Effective Date. After December 24, 1997, except for Purchaser's Objections if applicable) that Buyer believes same are not Permitted Exceptions. Buyer’s failure to timely deliver the Title Report Objection Notice on or prior to the 5:00 p.m. Eastern Time on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance of the Title Commitment and Buyer raised, Purchaser shall be deemed to have unconditionally waived any right accepted the form and substance of the Survey, all matters shown thereon, all exceptions shown on the Title Commitment. Notwithstanding anything to object to any matters set forth therein. If Buyer timely delivers a Title Report Objection Noticethe contrary contained herein, Seller shall have seven (7) days after receipt of such notice to notify Buyer (i) that Seller will remove or cause to be removed such objectionable exceptions from title on or before the Closing, in which case the provisions of subsection 8.3(b) shall apply; or (ii) that Seller elects not to cause such exceptions to be removed at which time Buyer may elect, prior to the end of the Due Diligence Period, to accept the Title in its current condition or terminate this Agreement in which event the Deposit shall be promptly delivered to Seller and the parties shall have no further obligations to each other except for those that expressly survive the termination of this Agreement. Nothing in this subsection shall require Seller, despite take any election by Seller to attempt to discharge any title exceptions, to take steps or bring any action or proceeding or otherwise to incur any other steps effort or expense whatsoever to remove eliminate or modify any of the Purchaser's Objections; provided, however, Seller shall undertake reasonable efforts to eliminate any title exception matters arising after the date of the Title Commitment (except for the Declaration of Covenants filed in connection with the acquisition by Seller of the Property.) In the event Seller is unable or unwilling to expend eliminate or modify all of Purchaser's Objections to the reasonable satisfaction of Purchaser, Purchaser may (as its sole and exclusive remedy) terminate this Agreement by delivering notice thereof in writing to Seller by the earlier to occur of (i) the Closing Date or (ii) three (3) days after Seller's written notice to Purchaser of Seller's intent to not cure one or more of such Purchaser's Objections, in which event neither party shall have any moneys therefor, obligations hereunder other than with respect the Surviving Obligations. Notwithstanding anything contained in this Section 4.1.2 to the Pre-Effective Date Seller Encumbrancescontrary, Post Effective Date Monetary Encumbrances in the event Purchaser does not obtain a survey prior to the expiration of the Approval Period, Purchaser's rights shall be to terminate this Agreement as set forth in Section 4.1, and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant to Section 8.3 such rights shall not be modified or extended by the terms of this AgreementSection 4.1.2.

Title Commitment and Survey. (a) Buyer Purchaser acknowledges that the Title Company has delivered the following items to Purchaser: (i) a Commitment for Title Insurance (the “Title Commitment”) issued by Lawyers Title Insurance Corporation through its local agent LandAmerica American Title [LandAmerica File Number: GF No. 1951000761], such Title Commitment having been issued as of September 28, 2006, effective as of September 11, 2006, covering the Property and binding the Title Company to issue at the Closing an Owner’s Policy of Title Insurance to Purchaser, on the standard form of policy prescribed by the Texas State Board of Insurance, and (ii) copies of any and all instruments referred to in Schedule B of the Title Commitment. The parties hereby instruct the Title Company to issue an updated Title Commitment that updates the date of issuance and reflects the Purchase Price as stated in this Agreement; however, the Title Commitment that Purchaser has heretofore received and reviewed shall qualify as the “Title Commitment” in Section 5(c) until such updated Title Commitment has been delivered by the Title Company to Purchaser. (b) Purchaser acknowledges that Seller has delivered to Purchaser a copy of Seller’s existing as-built survey for the Land (the “Current Survey”). If desired by Purchaser, Purchaser may cause a licensed surveyor to prepare and deliver to Purchaser, Seller and to the Title Company an as-built survey of the Land (the “New Survey”) in a form acceptable to the Title Company for it to delete the survey exception (other than area) from Schedule B of its Owner Policy of Title Insurance. The New Survey shall include a metes and bounds (field notes) description accompanied by a plat showing the boundaries of the Land and all easements which are reflected on the Title Commitment or are visible to the surveyor, as well as all visible improvements or encroachments, and abutting roads. On the survey the surveyor shall also confirm that the Land is not in an area designated as being flood prone by the U. S. Corps of Engineers or the applicable local governmental authority. The full expense of the New Survey shall be borne by Purchaser; however, if the Closing is consummated, then at the Closing up to $4,000.00 of the cost of the New Survey shall be credited against the Purchase Price. (c) Purchaser shall have the right, at any time within ten (10) business days after the Effective Date of this Agreement, to examine the Title Commitment and the Existing Current Survey (and, if obtained by Purchaser during such time period, the New Survey) and identify to Seller in writing those items if any, which Purchaser finds objectionable. Buyer To the extent that Purchaser fails to object to any item which is solely responsible for obtaining any updated title commitments, surveys, or any other title related matters Buyer desires with respect to shown on Schedule “B” of the Assets at Buyer’s sole cost and expense. Buyer shall have until not later than 5:00 p.m. Eastern Time Title Commitment and/or on the Current Survey (and, if obtained by Purchaser, the New Survey), then such item shall be deemed to be a “Permitted Encumbrance” for purposes of this Agreement. If Purchaser makes any written objection during the 10-business-day title review period (“Purchaser’s Title Objection Notice”), then Seller either may notify Purchaser in writing that the objections will not be cured or may proceed to cure such objection, have the Title Commitment updated to reflect such cure and give written notice thereof to Purchaser. If by the date that is no later than ten (10) days prior to the end of the Due Diligence Period (the “Title Report Objection Deadline Date”) that is the later of the conclusion of the Review Period or 10 business days after receipt of Purchasers Title Objection Notice, Seller has failed to cure one or more objections to title as set out in Purchaser’s Title Objection Notice, then as its sole and exclusive remedies, Purchaser shall have the option to elect either of the two following alternatives within five (5) business days after the Title Deadline Date: (i) to waive such objection and proceed to purchase the Property, without reduction or abatement in the Purchase Price, in which event the waived objection shall be deemed to be a Permitted Encumbrance; or (ii) to terminate this Agreement by notifying Seller thereof in writing within Review Period, in which event: (A) the Option Fee shall be promptly delivered by the Title Company to Seller, as consideration for Purchaser’s option right as prescribed in Section 7(c) of this Agreement, (B) the remainder of the Exxxxxx Money (plus any interest which may have been earned on the Exxxxxx Money) shall be promptly delivered by the Title Company to Purchaser, (C) Purchaser shall deliver to Seller all Documents and all other surveys, reports and similar items relating to the Property (without warranty of any kind) which are in Purchaser’s possession or control (excluding tests, reports and studies prepared by or on behalf of Purchaser) and, thereafter, (D) all other rights and duties under this Agreement shall cease. If Purchaser fails to exercise its termination remedy pursuant to subsection (c)(ii), then Purchaser shall conclusively be deemed to notify have elected subsection (c)(i). (d) Notwithstanding anything contained hereinabove to the contrary, Seller and Purchaser hereby acknowledge and agree that Purchaser automatically (i.e., without the need for further notice to Seller’s attorney in writing ) objects to all liens other than the lien for 2006 ad valorem taxes (the “Title Report Objection NoticeMonetary Liens”) as to any items shown on the Title Commitment (as updated if applicable) that Buyer believes are not Permitted Exceptions. Buyer’s failure to timely deliver the Title Report Objection Notice and on or prior to the 5:00 p.m. Eastern Time on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance of the Title Commitment and Buyer shall be deemed to have unconditionally waived any right to object to any matters set forth therein. If Buyer timely delivers a Title Report Objection NoticeClosing Date, Seller shall have seven (7) days after receipt of pay and discharge all such notice Monetary Liens; provided, however, that the Current Mortgage will also be a Permitted Encumbrance if Purchaser elects to notify Buyer (i) that Seller will remove or cause to be removed such objectionable exceptions from title on or before the Closing, in which case the provisions of subsection 8.3(b) shall apply; or (ii) that Seller elects not to cause such exceptions to be removed at which time Buyer may elect, prior to the end of the Due Diligence Period, to accept the Title in its current condition or terminate this Agreement in which event the Deposit shall be promptly delivered to Seller and the parties shall have no further obligations to each other except for those that expressly survive the termination of this Agreement. Nothing in this subsection shall require Seller, despite any election by Seller to attempt to discharge any title exceptions, to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, other than with respect to the Pre-Effective Date Seller Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant to Section 8.3 of this Agreementassume same.

Title Commitment and Survey. a. Attached hereto as Exhibit D is a title commitment dated January 9, 1996 (a"Title Commitment") Buyer has received for an owner's title insurance policy ("Title Policy") issued by Lawyers Title Insurance Corporation ("Title Insurer"). The owner's Title Policy issued at Closing will be an ALTA policy with extended coverage over the so-called general or standard exceptions in the amount of the Purchase Price subject only to real estate taxes and reviewed a copy assessments not yet due and payable, and the special title exceptions set forth in Schedule B-Section 2, Numbers 1 through 10, inclusive of the Title Commitment and shall include a comprehensive 3.1 zoning endorsement (including coverage as to parking), an endorsement over any creditors' rights exception, a 103.7 access endorsement, coverage insuring utility easements and such other endorsements as Purchaser may reasonably require, provided such endorsements are available in said jurisdiction. All of the Existing Surveyabove are herein referred to as the "Permitted Exceptions". Buyer is solely responsible for obtaining any updated title commitments, surveys, or any other title related matters Buyer desires with respect Notwithstanding anything to the Assets contrary herein, the "Permitted Exceptions" are subject to Purchaser's review and approval during the Approval Period. The Title Commitment shall be conclusive evidence of good title as therein shown as to all matters insured by the policy, subject only to the exceptions therein stated. If, prior to the expiration of the Approval Period, Purchaser notifies Seller that Purchaser objects to the Permitted Exceptions, then Seller has five (5) business days thereafter to elect to (i) terminate this Agreement or (ii) agree to cause the Title Insurer to either insure against loss or damage resulting from the Permitted Exceptions or remove the Permitted Exceptions from the Title Commitment. On the Closing Date, Seller shall cause the Title Insurer to issue the Title Policy or a "marked up" commitment in conformity with the Title Commitment subject only to Permitted Exceptions to which Purchaser has not objected during the Approval Period. If the Title Policy or marked-up commitment delivered at Buyer’s sole cost closing discloses exceptions to title other than Permitted Exceptions to which Purchaser has not objected, then Purchaser may terminate this Agreement and expenseobtain a return of its Earnest Money, including interesx xxxxxon. Buyer Purchaser and Seller shall equally share the costs of the Title Policy and all endorsements. b. Purchaser acknowledges receipt of a survey ("Survey") of the Property dated April 15, 1986 prepared by Midwestern Consulting Inc. Seller has ordered an updated Survey ("Updated Survey"). Purchaser shall have until not later than 5:00 p.m. Eastern Time on the date that is no later than ten (10) days prior to from the end date of receipt of the Due Diligence Period Updated Survey to approve the Updated Survey. If Purchaser disapproves the Updated Survey because it contains matters which are not acceptable to Purchaser (the “Title Report Objection Date”"Survey Defects"), then upon notice delivered to notify Seller’s attorney in writing Seller by Purchaser within ten (10) days from the “Title Report Objection Notice”) as to any items shown on the Title Commitment (as updated if applicable) that Buyer believes are not Permitted Exceptions. Buyer’s failure to timely deliver the Title Report Objection Notice on or prior to the 5:00 p.m. Eastern Time on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance date of receipt of the Title Commitment and Buyer shall be deemed to have unconditionally waived any right to object to any matters set forth therein. If Buyer timely delivers a Title Report Objection NoticeUpdated Survey, Seller shall have seven five (75) days to either: (i) cause the Survey Defects to be removed from the Updated Survey or (ii) cause the Title Insurer to insure against loss or damage resulting from the Survey Defects ("Title Indemnity"). If Seller is unwilling to do either (i) or (ii) above, then Purchaser shall have the right to elect to terminate this Agreement. Purchaser shall notify Seller of its election within five (5) days after receipt of such notice to notify Buyer (i) from Seller that Seller the Survey Defects will remove or cause to not be removed such objectionable exceptions from or that the Title Insurer will not issue the Title Indemnity. If Purchaser fails to make the election within the aforesaid five (5) days, then it shall be conclusively presumed that Purchaser has elected to take title on or before the Closing, in which case the provisions of subsection 8.3(b) shall apply; or (ii) that Seller elects not to cause such exceptions to be removed at which time Buyer may elect, prior to the end of Property subject to the Due Diligence Period, Survey Defects. If Purchaser elects to accept the Title in its current condition or terminate this Agreement in which event pursuant to this Paragraph, then the Deposit Earnest Money plus all accrued ixxxxxxx shall be promptly delivered to Purchaser. If the Closing occurs, then on the Closing Date, Seller and will receive a credit for half of the parties shall have no further obligations to each other except for those that expressly survive cost of the termination of this Agreement. Nothing in this subsection shall require Seller, despite any election by Seller to attempt to discharge any title exceptions, to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, other than with respect to the Pre-Effective Date Seller Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant to Section 8.3 of this AgreementUpdated Survey.

Title Commitment and Survey. a. Within twenty-eight (28) days of the date hereof, Seller shall deliver a survey ("Survey") of the Property to Purchaser. Seller and Purchaser shall each pay for one-half of the costs of the Survey. b. Within ten (10) days of the date hereof, Purchaser shall obtain a title commitment ("Title Commitment") for an owner's standard title insurance policy issued by , on behalf of First American Title Insurance Company (hereinafter referred to as "Title Insurer") for the Property. c. If the Title Commitment or the Survey discloses any exceptions to title objectionable to Purchaser, Purchaser may give written notice to Seller (the "Title Notice") of Purchaser's disapproval of any such exceptions (an "Unpermitted Exception") on or before five (5) business days following Purchaser's receipt of both the Title Commitment and the Survey. Any title exceptions which are set forth in the Title Commitment or on the Survey to which Purchaser does not object in accordance with the immediately preceding sentence shall be deemed "Permitted Exceptions". With regard to an Unpermitted Exception for which Purchaser gives Seller a Title Notice, Seller may but shall not have the obligation to notify Purchaser (the "Response Notice") within three (3) business days of receipt of the Title Notice whether Seller shall bond over, cure or cause the Title Insurer to remove such Unpermitted Exception from the Title Commitment. Any such Unpermitted Exception which Seller elects to bond over, cure or cause the Title Insurer to remove shall be additional Permitted Exceptions. If Seller does not so notify Purchaser, with respect to any Unpermitted Exception, Purchaser may either waive its objection and proceed towards closing or terminate this Agreement by giving written notice to Seller of its election within three (3) additional business days of the earlier to occur of (a) Buyer has received receipt by Purchaser of the Response Notice and reviewed (b) expiration of the three (3) business day period in which Seller may deliver the Response Notice. If Purchaser does not give such written notice within such three (3) additional business days, (i) Purchaser shall have waived its right to terminate this Agreement pursuant to this Paragraph 3c; (ii) such Unpermitted Exception shall be deemed an additional Permitted Exception; and (iii) the parties shall proceed to Closing. If Purchaser terminates this Agreement by written notice to Seller within such three (3) additional business days: (i) Purchaser shall promptly deliver to Seller copies of all studies, reports and other investigations obtained by Purchaser in connection with its due diligence of the Property, (ii) the Earnest Money deposited by Purchaser shall be immedxxxxxx paid to Purchaser, together with any interest earned thereon and (iii) neither Purchaser nor Seller shall have any right, obligation or liability under this Agreement, except for Purchaser's obligation to indemnify Seller and restore the Property, as more fully set forth in Paragraph 117. d. The Title Commitment and the Existing Survey shall be conclusive evidence of good title as therein shown as to all matters to be insured by the title policy, subject only to the exceptions therein stated. On the Closing Date, Title Insurer shall deliver to Purchaser a copy ALTA 1992 Form Title Policy in conformance with the previously delivered Title Commitment, subject to only the Permitted Exceptions and Unpermitted Exceptions waived by Purchaser (the "Title Policy"). Seller and Purchaser shall equally share the costs of the Title Commitment and Title Policy and the Existing Survey. Buyer is solely responsible for obtaining any updated title commitments, surveys, or any other title related matters Buyer desires with respect to the Assets at Buyer’s sole cost and expense. Buyer shall have until not later than 5:00 p.m. Eastern Time on the date that is no later than ten (10) days prior to the end of deletion of the Due Diligence Period (survey exception, if required by Purchaser. Purchaser shall pay the “Title Report Objection Date”)cost of any endorsements to, to notify Seller’s attorney in writing (and the “Title Report Objection Notice”) as to any items shown on extended coverage on, the Title Commitment (as updated if applicable) that Buyer believes are not Permitted Exceptions. Buyer’s failure Policy. e. The obligation of Purchaser to timely deliver the Title Report Objection Notice on or prior to the 5:00 p.m. Eastern Time on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance of the Title Commitment and Buyer shall be deemed to have unconditionally waived any right to object to any matters pay various costs set forth therein. If Buyer timely delivers a Title Report Objection Notice, Seller in Paragraphs 3a and 3d shall have seven (7) days after receipt of such notice to notify Buyer (i) that Seller will remove or cause to be removed such objectionable exceptions from title on or before the Closing, in which case the provisions of subsection 8.3(b) shall apply; or (ii) that Seller elects not to cause such exceptions to be removed at which time Buyer may elect, prior to the end of the Due Diligence Period, to accept the Title in its current condition or terminate this Agreement in which event the Deposit shall be promptly delivered to Seller and the parties shall have no further obligations to each other except for those that expressly survive the termination of this Agreement. Nothing in this subsection shall require Seller, despite any election by Seller to attempt to discharge any title exceptions, to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, other than with respect to the Pre-Effective Date Seller Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant to Section 8.3 of this Agreement.

Title Commitment and Survey. a. Attached hereto as Exhibit D is a title commitment dated April 23, 1997, and designated GF# 96260256 (a"Title Commitment") Buyer has received for an owner's standard coverage title insurance policy ("Title Policy") issued by Charter Title Company, as agent for Lawyers Title Insurance Corporation ("Title Insurer"). The owner's Title Policy issued at Closing will be in the amount of the Purchase Price subject only to real estate and reviewed a copy personalty taxes not yet due and payable, and the special title exceptions set forth in Schedule B, Section 2, Numbers 6 through 25 of the Title Commitment plus an exception for leases and tenancies at the Existing SurveyProperty. Buyer is solely responsible for obtaining any updated All of the above are herein referred to as the "Permitted Exceptions". The Title Commitment shall be conclusive evidence of good title commitmentsas therein shown as to all matters insured by the policy, surveys, or any other title related matters Buyer desires with respect subject only to the Assets at Buyer’s sole cost and expenseexceptions therein stated. Buyer On the Closing Date, Seller shall have until not later than 5:00 p.m. Eastern Time on the date that is no later than ten (10) days prior to the end of the Due Diligence Period (the “Title Report Objection Date”), to notify Seller’s attorney in writing (the “Title Report Objection Notice”) as to any items shown on cause the Title Commitment (as updated if applicable) that Buyer believes are not Permitted Exceptions. Buyer’s failure Insurer to timely deliver issue the Title Report Objection Notice on Policy or prior to the 5:00 p.m. Eastern Time on a "marked up" commitment in conformity with the Title Report Objection Date Commitment. Seller shall constitute Buyer’s irrevocable acceptance pay the costs of the Title Commitment Policy; however, Purchaser shall pay the costs of "extended coverage" or any special endorsements which Purchaser requires. b. Purchaser acknowledges receipt of a survey ("Survey") of the Property prepared by Mountain Surveying & Mapping, Inc. dated May 2, 1997. Prior to the Closing, Seller will have the Survey certified to the Purchaser, the Title Insurer, and Buyer the Purchaser's lender. Seller shall be deemed to have unconditionally waived pay the cost of the recertified Survey. However, if Purchaser requires any right to object to any matters set forth thereinadditional survey work, Purchaser shall pay for the cost of such additional work. If Buyer timely delivers a the recertified Survey discloses matters which are not reflected on the original Survey and which would prevent the Title Report Objection NoticeInsurer from deleting the survey exception from the Title Policy ("Survey Defects"), then upon notice delivered to Seller shall have seven by Purchaser within five (75) days after receipt of such notice the updated Survey, Seller shall either cause the Survey Defects to notify Buyer be removed from the updated Survey or cause the Title Insurer to insure against loss or damage resulting from the Survey Defects ("Title Indemnity"). If Seller is unwilling to (i) that Seller will remove or cause to be have the Survey Defects removed such objectionable exceptions from title on or before the Closing, in which case the provisions of subsection 8.3(b) shall apply; updated Survey or (ii) cause the Title Insurer to issue a Title Indemnity to Purchaser within five (5) days after receipt of notice from Purchaser of the Survey Defects, then Purchaser shall have the right to elect to terminate this Agreement. Purchaser shall notify Seller of its election within three (3) days after receipt of notice from Seller that Seller elects the Survey Defects will not to cause such exceptions to be removed at which time Buyer may elector that the Title Insurer will not issue the Title Indemnity. If Purchaser fails to make the election within the aforesaid three (3) days, prior then it shall be conclusively presumed that Purchaser has elected to take title to the end of Property subject to the Due Diligence Period, Survey Defects. If Purchaser elects to accept the Title in its current condition or terminate this Agreement in which event pursuant to this Paragraph, then the Deposit Earnest Money plus all accrued interest shall be promptly delivered to Seller and the parties shall have no further obligations to each other except for those that expressly survive the termination of this Agreement. Nothing in this subsection shall require Seller, despite any election by Seller to attempt to discharge any title exceptions, to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, other than with respect to the Pre-Effective Date Seller Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant to Section 8.3 of this AgreementXxxxxxser.

Title Commitment and Survey. (a) Buyer has received and reviewed a copy of Within twenty-one (21) days after the Title Commitment and the Existing Survey. Buyer is solely responsible for obtaining any updated title commitmentsEffective Date, surveysSeller, or any other title related matters Buyer desires with respect to the Assets at Buyer’s Seller's sole cost and expense, shall deliver or cause to be delivered to Purchaser the following: (1) Owner's Commitment for Title Insurance ("Title Commitment") from Southwest Land Title Company, Lincoln Plaza Branch, Dallas, Texas ("Title Company"), which Title Commitment shall set forth the status of the title of the Property and shall show all Encumbrances and other matters affecting the Property; and (2) A true and legible copy of all documents referred to in the Title Commitment, including but not limited to lien instruments, plats, reservations, restrictions, and easements. (b) Within twenty-one (21) days after the Effective Date, Purchaser may, at its election and at its sole cost and expense, obtain a survey ("Survey") consisting of a plat and field notes describing the Property. Buyer After the Survey has been prepared, the legal description from the Survey will be substituted for the legal description of the Property contained herein as if the legal description from the Survey had originally been a part of the Contract, and Seller agrees to execute any other documents reasonably required by Purchaser to evidence the continued validity of this Contract. The description of the Property prepared as a part of the Survey will be used in all the documents set forth herein that require a description of the Property. (c) If the Title Commitment or Survey fails to show indefeasible fee simple title to the Property to be in Seller, free and clear of all Encumbrances, then Purchaser shall have until not later than 5:00 p.m. Eastern Time on the date that is no later than give Seller written notice thereof, within ten (10) days prior to the end after receipt of the Due Diligence Period Title Commitment, the attendant documents thereto, and the Survey, specifying Purchaser's objections (the “Title Report Objection Date”"Objections"), if any. If Purchaser gives such notice to notify Seller’s attorney in writing , Seller shall cure the Objections. (d) If Purchaser gives such notice of Objections and Seller does not cure the “Title Report Objection Notice”) as to any items shown on the Title Commitment (as updated if applicable) that Buyer believes are not Permitted Exceptions. Buyer’s failure to timely deliver the Title Report Objection Notice on or prior to the 5:00 p.m. Eastern Time on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance of Objections and cause the Title Commitment and Buyer shall Survey to be deemed amended to give effect to matters that are cured within the ten (10) day period following receipt of the written notice of Objections from Purchaser, Purchaser will have unconditionally waived any the right to object either (i) terminate this Contract without penalty by giving written notice thereof to Seller and Title Company at any matters set forth therein. If Buyer timely delivers a Title Report Objection Notice, Seller shall have seven time within five (75) days after receipt the end of such notice ten (10) day period, the Earnest Money will be returned to notify Buyer (i) that Seller will remove Purchaser and neither pxxxx xxll have any further rights or cause to be removed such objectionable exceptions from title on or before the Closing, in which case the provisions of subsection 8.3(b) shall applyobligations hereunder; or (ii) waive the Objections and consummate the purchase of the Property subject to the Objections that Seller elects not to cause such exceptions will be deemed to be removed at which time Buyer may elect, prior to the end of the Due Diligence Period, to accept the Title in its current condition or terminate this Agreement in which event the Deposit shall be promptly delivered to Seller and the parties shall have no further obligations to each other except for those that expressly survive the termination of this Agreement. Nothing in this subsection shall require Seller, despite any election by Seller to attempt to discharge any title exceptions, to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, other than with respect to the Pre-Effective Date Seller Permitted Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant to Section 8.3 of this Agreement.

Title Commitment and Survey. 3.2.1 Purchaser shall obtain a title commitment (athe “Title Commitment”) Buyer has received for an ALTA owner’s policy of title insurance (on the current ALTA 2006 Form) in the amount of the Purchase Price with respect to the Property issued by First American Title Insurance Company (the “Title Company”), acting by and reviewed a copy through its agent, Madison Title Agency, LLC, National Title Services, 1000 Xxxxx Xxxxxx, Xxxxxxxx, Xxx Xxxxxx 00000, Attention: Dxxxxxx Xxxxx (the “Title Agent”). Purchaser shall deliver copies of the Title Commitment and the Existing Survey. Buyer is solely responsible for obtaining any updated all items listed as title commitments, surveys, or any other title related matters Buyer desires with respect exceptions therein (to the Assets extent provided to Purchaser by the Title Company) to Seller within two (2) Business Days of receipt by Purchaser. If not previously delivered to Purchaser, Seller will deliver to Purchaser a copy of the Seller’s existing title policy within three (3) days after the Effective Date. 3.2.2 Purchaser shall obtain, at BuyerPurchaser’s sole cost and expense. Buyer shall have until not later than 5:00 p.m. Eastern Time on the date that is no later than ten (10) days prior to the end , a survey of the Due Diligence Period Property (certified to include Seller) prepared by a licensed surveyor (the “Title Report Objection Survey”) after the Effective Date”), which Survey may be an update of any existing survey of the Property and deliver a copy of same to notify Seller. If not previously delivered to Purchaser, Seller will deliver any existing survey of the Property in Seller’s attorney possession or control to Purchaser within three (3) days after the Effective Date. Purchaser shall deliver a copy of the Survey to Seller within two (2) Business Days of receipt by Purchaser. 3.2.3 If (i) the Survey shows any easement, right-of-way, encroachment, conflict, protrusion or other matter that is unacceptable to Purchaser, or (ii) any exceptions appear in writing (the “Title Report Objection Notice”) as to any items shown on the Title Commitment (as updated if applicable) that Buyer believes are not Permitted Exceptions. Buyer’s failure unacceptable to timely deliver the Title Report Objection Notice Purchaser, Purchaser shall, on or prior before September 26, 2016, notify Seller in writing of such matters (“Purchaser’s Objections”). Except for Purchaser’s Objections that are timely raised pursuant to the 5:00 p.m. Eastern Time on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance of the Title Commitment and Buyer preceding sentence, Purchaser shall be deemed to have unconditionally waived accepted the form and substance of the Survey, all matters shown thereon, and all exceptions to the Title Commitment and other items shown thereon. On or before September 28, 2016, Seller shall notify Purchaser in writing of the Purchaser’s Objections, if any, which Seller elects to attempt to cure at or prior to Closing. Seller’s failure to provide such a notice will be deemed an election by Seller not to cure any Purchaser’s Objections, other than those matters which Seller must cure in accordance with the terms of Section 3.2.5. If Seller does not elect to eliminate or modify all of Purchaser’s Objections to the commercially reasonable satisfaction of Purchaser, Purchaser may (as its sole and exclusive remedy) terminate this Agreement by delivering written notice to Seller by 5:00 p.m. (Eastern time) on the last day of the Study Period (as hereinafter defined); in which event, the Deposit will be returned to Purchaser, and neither party shall have any rights or obligations under this Agreement (other than any obligations of either party that expressly survive termination). 3.2.4 If any revision or update to the Survey or any supplemental title commitment or update issued subsequent to the date of the original Title Commitment discloses any matters not set forth on the original Survey or the original Title Commitment, then, no later than the later of (i) the expiration of the Study Period, or (ii) five (5) Business Days after Purchaser’s receipt of the updated Survey, or (iii) five (5) Business Days after Purchaser’s receipt of the supplemented or updated Title Commitment, as applicable, Purchaser shall have the right to object to any matters set forth therein. If Buyer timely delivers a Title Report Objection Noticesuch matter, Seller shall have seven (7) days after receipt of such notice to notify Buyer (i) that Seller will remove or cause to be removed such objectionable exceptions from title on or before the Closing, in which case the provisions of subsection 8.3(b) shall apply; or (ii) that Seller elects not to cause such exceptions to be removed at which time Buyer may elect, prior to the end of the Due Diligence Period, to accept the Title in its current condition or terminate this Agreement in which event the Deposit same procedures for response, termination and waiver set forth above shall be promptly delivered apply to such new Purchaser’s Objections. 3.2.5 Seller and the parties shall have no further obligations obligation to each other remove or cure Purchaser’s Objections, except for those that expressly survive Seller does agree to remove or cure (i) liens of an ascertainable amount placed on or caused to be placed on the termination Property by Seller or Seller’s affiliates, (ii) any encumbrances to title which are created by Seller after the Effective Date without Purchaser’s consent, and (iii) any matters objected to by Purchaser which Seller has agreed to cure; and Purchaser shall have its rights and remedies described in Section 11.1 if Seller does not so remove or cure the matters described in items (i), (ii) and (iii) of this Agreement. Nothing in this subsection shall require Seller, despite any election by Seller to attempt to discharge any title exceptions, to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, other than with respect to the Pre-Effective Date Seller Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant to Section 8.3 of this Agreementsentence.

Title Commitment and Survey. 3.1 Attached hereto as Exhibit F is a copy of a title commitment for an owner's standard title insurance policy issued by Charter Title Company, as agent for Lawyers Title Insurance Corporation, (hereinafter referred to as "Title Insurer"), dated August 23, 1996 for the Property ("Title Commitment"). For purposes of this Agreement, "Permitted Exceptions" shall mean: (a) Buyer has received general ad valorem real estate taxes for the year 1996 and reviewed subsequent years not yet due and payable; (b) matters shown on the Survey (as hereinafter defined); (c) judgments against Purchaser and liens and other matters caused solely by the affirmative action of Purchaser or the failure of Purchaser to pay for any services or materials provided to Purchaser; (d) the title exceptions set forth in Schedule B of the Title Commitment as Numbers 7-12; (e) the rights of tenants under Leases; and (f) liens or encumbrances of a copy definite or ascertainable amount which may be removed or insured over (but with respect to liens or encumbrances to be insured over, not to exceed $25,000 without Purchaser's prior consent, which shall not be unreasonably withheld) by the payment of money or other security at the Closing Date, and which Seller removes or causes to be insured over at the Closing Date in accordance with Paragraph 5 hereof. All other exceptions to title shall be referred to as "Unpermitted Exceptions". On the Closing Date, Title Insurer shall deliver to Purchaser a standard title policy in conformance with the previously delivered Title Commitment, together with endorsements requested by Purchaser (to the extent available) and subject only to Permitted Exceptions (excluding, however, the Permitted Exceptions described in subclause (f) above) and Unpermitted Exceptions waived in writing by Purchaser ("Title Policy"). The Title Policy shall be conclusive evidence of good title as therein shown as to all matters to be insured by the Title Policy, subject only to the exceptions and requirements therein stated. Purchaser and Seller shall share equally the costs of the Title Commitment and Title Policy and Purchaser shall pay for the Existing Survey. Buyer is solely responsible for obtaining cost of any updated title commitments, surveysendorsements to, or any other title related matters Buyer desires with respect to the Assets at Buyer’s sole cost and expense. Buyer shall have until not later than 5:00 p.m. Eastern Time on the date that is no later than ten (10) days prior to the end of the Due Diligence Period (the “Title Report Objection Date”)extended coverage on, to notify Seller’s attorney in writing (the “Title Report Objection Notice”) as to any items shown on the Title Commitment (Policy as updated if applicable) that Buyer believes are not Permitted Exceptions. Buyer’s failure to timely deliver the Title Report Objection Notice on requested by Purchaser or prior to the 5:00 p.m. Eastern Time on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance of the Title Commitment and Buyer shall be deemed to have unconditionally waived any right to object to any matters set forth therein. If Buyer timely delivers a Title Report Objection Notice, Seller shall have seven (7) days after receipt of such notice to notify Buyer (i) that Seller will remove or cause to be removed such objectionable exceptions from title on or before the Closing, in which case the provisions of subsection 8.3(b) shall apply; or (ii) that Seller elects not to cause such exceptions to be removed at which time Buyer may elect, prior to the end of the Due Diligence Period, to accept the Title in its current condition or terminate this Agreement in which event the Deposit shall be promptly delivered to Seller and the parties shall have no further obligations to each other except for those that expressly survive the termination of this Agreement. Nothing in this subsection shall require Seller, despite any election by Seller to attempt to discharge any title exceptions, to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, other than with respect to the Pre-Effective Date Seller Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant to Section 8.3 of this AgreementPurchaser's lender.

Title Commitment and Survey. (a) Buyer has received As evidence of title to the Owned Real Property, the Selling Parties shall cause to be prepared and reviewed delivered to the Purchasing Parties, as soon as practicable but not later than 20 Business Days after the date of this Agreement, a copy commitment for title insurance from Chicago Title Insurance Company covering the Owned Real Property (the “Commitment”), together with copies of all exception documents, referenced on either Schedule B or C thereto, binding said title company, to issue to the Purchaser at Closing, an ALTA Form B owner’s title insurance policy (the “Owner’s Policy”). The Owner’s Policy delivered pursuant to the Commitment described in this Section 6.3(a) shall (i) insure title to the Owned Real Property and all recorded easements benefiting the Owned Real Property; (ii) contain an “Extended Coverage Endorsement” insuring over the general exceptions contained customarily in such policies; (iii) contain an ALTA Zoning Endorsement 3.1 (or equivalent); (iv) contain an endorsement insuring that the Owned Real Property described in the Owner’s Policy is the same real estate as shown on the survey to be provided by the Selling Parties pursuant to this Section 6.3; (v) contain an endorsement insuring that each street adjacent to the Owned Real Property is a public street and that there is direct and unencumbered access to each street from the Owned Real Property; and (vi) contain such other endorsements as may be required by the lenders of the Title Commitment and Purchasing Parties or otherwise reasonably required by the Existing SurveyPurchasing Parties. Buyer is solely responsible for obtaining The cost of the Owner’s Policy (including premiums) shall be borne by the Purchasing Parties. (b) The Selling Parties shall deliver to the Purchaser, within five Business Days after the date of this Agreement, any updated title commitments, surveys, or any other title related matters Buyer desires survey with respect to the Assets at Buyer’s sole Owned Real Property currently in the possession of the Selling Parties or any Affiliate of a Selling Party and, as soon as practicable after the date of this Agreement, an updated survey of the Owned Real Property (the “Survey”). The cost of the surveys and expense. Buyer updates shall be borne by the Selling Parties. (c) The Purchaser shall have until not later than 5:00 p.m. Eastern Time on the date that is no later than ten twenty (1020) days prior to the end of the Due Diligence Period (the “Title Report Objection DateReview Period”)) after receipt of the Commitment, all of the exception documents referenced in Schedule B and C to notify Seller’s attorney in writing the Commitment, and the Survey to provide Maxco with written notice (the “Title Report Objection NoticeLetter”) of the Purchaser’s objections to anything contained in the Commitment or the Survey (the “Title Objections”); provided, however, that none of the items described in Section 3.7(a)(i) through (iii) may be a basis for a Title Objection. Except as expressly provided herein, any item contained in the Commitment or the Survey to which the Purchaser does not object pursuant to the Title Objection Letter shall be deemed a Permitted Encumbrance on and as of the date the Title Review Period expires. If the Purchaser delivers to Maxco the Title Objection Letter, the Selling Parties shall have 10 days, or such greater time period as may be agreed upon by the Purchaser and the Selling Parties (the “Title Cure Period”), during which the Selling Parties shall have the right, but not the obligation, to cure or remove the Title Objections and deliver to the Purchaser a revised Commitment evidencing such cure or removal. Promptly after the expiration of the Title Cure Period, the Selling Parties shall provide the Purchaser with written notice (the “Title Response Letter”) setting forth those Title Objections that the Selling Parties have cured or removed and those Title Objections that the Selling Parties are unable or unwilling to cure or remove. If the Selling Parties fail to cure or remove all of the Title Objections to the reasonable satisfaction of the Purchaser and Chicago Title Insurance Company, the Purchaser may, as its sole and exclusive remedy which may be exercised at any items shown time within 5 Business Days after the Purchaser’s receipt of the Title Response Letter, either to terminate this Agreement by written notice to the Selling Parties or waive all uncured Title Objections and accept title as the Selling Parties are able to convey without any reduction in or effect on the Title Commitment (as updated if applicable) that Buyer believes are not Permitted ExceptionsClosing Purchase Price. BuyerThe Purchaser’s failure to timely deliver send written notice of the Title Report Objection Notice on or prior election available to it pursuant to the 5:00 p.m. Eastern Time on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance preceding sentence within 5 Business Days after receipt of the Title Commitment and Buyer Response Letter shall be deemed an election by the Purchaser to have unconditionally waived waive all uncured Title Objections and accept title as the Selling Parties are able to convey without any right to object to any matters set forth therein. If Buyer timely delivers a Title Report Objection Notice, Seller shall have seven (7) days after receipt of such notice to notify Buyer (i) that Seller will remove reduction or cause to be removed such objectionable exceptions from title effect on or before the ClosingClosing Purchase Price, in which case the provisions of subsection 8.3(b) all uncured Title Objections shall apply; or (ii) that Seller elects not to cause such exceptions to automatically be removed at which time Buyer may elect, prior to the end deemed Permitted Encumbrances on and as of the Due Diligence Period, to accept the Title in its current condition or terminate this Agreement in date on which event the Deposit shall be promptly delivered to Seller and the parties shall have no further obligations to each other except for those that expressly survive the termination of this Agreement. Nothing in this subsection shall require Seller, despite any election by Seller to attempt to discharge any title exceptions, to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, other than with respect to the Pre-Effective Date Seller Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant to Section 8.3 of this Agreementsuch 5 Business Days expire.

Title Commitment and Survey. a. Attached hereto as Exhibit D is a title commitment dated September 17, 1996 (a"Title Commitment") Buyer has received for an owner's marketability title insurance policy ("Title Policy") issued by Chicago Title Insurance Company ("Title Insurer"). The owner's Title Policy issued at Closing will be in the amount of the Purchase Price subject only to real estate taxes not yet due and reviewed a copy payable, and the special title exceptions set forth in Schedule B-Section 2, Numbers 5 through 11 inclusive, of the Title Commitment Commitment. All of the above are herein referred to as the "Permitted Exceptions". On the Closing Date, Seller shall cause the Title Insurer to issue the Title Policy or a "marked up" commitment in conformity with the Title Commitment. Purchaser and Seller shall equally share the Existing costs of the Title Policy; however, Purchaser shall pay for "extended coverage" and any special endorsements which Purchaser requires. b. Purchaser acknowledges receipt of a survey ("Survey") of the Property prepared by C.C.L. Consultants, Inc. revised as of April 23, 1996, and Purchaser approves all of the matters set forth on the Survey. Buyer is solely responsible If Purchaser requires an updated Survey, Purchaser shall order and pay for obtaining any same. Purchaser shall order the updated title commitments, surveys, or any other title related matters Buyer desires with respect to the Assets at Buyer’s sole cost and expense. Buyer shall have until not later than 5:00 p.m. Eastern Time on the date that is Survey no later than ten (10) days prior to the end of the Due Diligence Period (the “Title Report Objection Date”), to notify Seller’s attorney in writing (the “Title Report Objection Notice”) as to any items shown on the Title Commitment (as updated if applicable) that Buyer believes are not Permitted Exceptions. Buyer’s failure to timely deliver the Title Report Objection Notice on or prior to the 5:00 p.m. Eastern Time on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance of the Title Commitment and Buyer shall be deemed to have unconditionally waived any right to object to any matters set forth therein. If Buyer timely delivers a Title Report Objection Notice, Seller shall have seven (7) three days after receipt of such notice to notify Buyer (i) that Seller will remove or cause to be removed such objectionable exceptions from title on or before the Closing, in which case the provisions of subsection 8.3(b) shall apply; or (ii) that Seller elects not to cause such exceptions to be removed at which time Buyer may elect, prior to the end of the Due Diligence Period, to accept the Title in its current condition or terminate this Agreement in which event the Deposit shall be promptly delivered to Seller and the parties shall have no further obligations to each other except for those that expressly survive the termination execution of this Agreement. Nothing in If the updated Survey reflects matters which are not on the Survey and such matters are encroachments over utility easements or setback lines or violations of front, rear or sideyard setbacks (collectively, "Survey Defects"), then Purchaser can elect to terminate this subsection Agreement upon notice to Seller within five (5) business days after Purchaser's receipt of the updated Survey. In the event of such termination, then the Earnest Money plus all accrued ixxxxxxx shall require Seller, despite any election by Seller to attempt to discharge any title exceptions, to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, other than with respect be delivered to the Pre-Effective Date Seller Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant to Section 8.3 of this AgreementPurchaser.

Title Commitment and Survey. a. Purchaser has received a survey of the Property prepared by Southeastern Surveying and Mapping Corp. as Project No. 15497 (the "Existing Survey"). Seller shall pay the costs of updating the Existing Survey and Seller shall deliver the updated survey (the "Updated Survey") to Purchaser within 21 days after the date hereof. b. Attached hereto as Exhibit D is a copy of a title commitment for an owner's standard title insurance policy issued by Charter Title Company Fort Bend, on behalf of Lawyers Title Insurance Company (hereinafter referred to as "Title Insurer") dated June 13, 1996 for the Property (the "Title Commitment"). c. If the Title Commitment or the Existing Survey discloses any exceptions to title objectionable to Purchaser, Purchaser may give written notice to Seller (the "Title Notice") of Purchaser's disapproval of any such exceptions (an "Unpermitted Exception") on or before September 18, 1996. Any title exceptions which are set forth in the Title Commitment or on the Existing Survey to which Purchaser does not object in accordance with the immediately preceding sentence shall be deemed "Permitted Exceptions". With regard to an Unpermitted Exception for which Purchaser gives Seller a Title Notice, Seller may but shall not have the obligation to notify Purchaser (the "Response Notice") within three (3) business days of receipt of the Title Notice whether Seller shall bond over, cure or cause the Title Insurer to remove such Unpermitted Exception from the Title Commitment. Any such Unpermitted Exception which Seller elects to bond over, cure or cause the Title Insurer to remove shall be additional Permitted Exceptions. If Seller does not so notify Purchaser, with respect to any Unpermitted Exception, Purchaser may either waive its objection and proceed towards closing or terminate this Agreement by giving written notice to Seller of its election within three (3) additional business days of the earlier to occur of (a) Buyer has received and reviewed a copy receipt by Purchaser of the Response Notice and (b) expiration of the three (3) business day period in which Seller may deliver the Response Notice. If Purchaser does not give such written notice within such three (3) additional business days, (i) Purchaser shall have waived its right to terminate this Agreement pursuant to this Paragraph 3c; (ii) such Unpermitted Exception shall be deemed an additional Permitted Exception; and (iii) the parties shall proceed to Closing. If Purchaser terminates this Agreement by written notice to Seller within such three (3) additional business days: (i) Purchaser shall promptly deliver to Seller copies of all studies, reports and other investigations obtained by Purchaser in connection with its due diligence of the Property, (ii) the Earnest Money deposited by Purchaser shall be immediatelx xxxx to Purchaser, together with any interest earned thereon and (iii) neither Purchaser nor Seller shall have any right, obligation or liability under this Agreement, except for Purchaser's obligation to indemnify Seller and restore the Property, as more fully set forth in Paragraph 17. d. The Title Commitment and the Existing Survey. Buyer is solely responsible for obtaining any updated Survey shall be conclusive evidence of good title commitmentsas therein shown as to all matters to be insured by the title policy, surveys, or any other title related matters Buyer desires with respect subject only to the Assets at Buyer’s sole cost exceptions therein stated. On the Closing Date, "Purchaser's Title Insurer" (as hereinafter defined) shall deliver to Purchaser a ALTA 1992 Form Title Policy in conformance with the "Purchaser's Title Commitment" (as hereinafter defined), subject to only the Permitted Exceptions and expense. Buyer shall have until not later than 5:00 p.m. Eastern Time on the date that is no later than ten (10) days prior to the end of the Due Diligence Period Unpermitted Exceptions waived by Purchaser (the “"Title Report Objection Date”Policy"), to notify Seller’s attorney in writing (. Seller shall pay the “Title Report Objection Notice”) as to any items shown on the Title Commitment (as updated if applicable) that Buyer believes are not Permitted Exceptions. Buyer’s failure to timely deliver the Title Report Objection Notice on or prior to the 5:00 p.m. Eastern Time on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance costs of the Title Commitment, the Purchaser's Title Commitment and Buyer the Title Policy and the cost of deletion of the survey exception, if required by Purchaser. Purchaser shall be deemed pay the cost of any endorsements to, and the extended coverage on, the Title Policy. e. The obligation of Purchaser to have unconditionally waived any right to object to any matters pay various costs set forth therein. If Buyer timely delivers a Title Report Objection Notice, Seller in Paragraphs 3a and 3d shall have seven (7) days after receipt of such notice to notify Buyer (i) that Seller will remove or cause to be removed such objectionable exceptions from title on or before the Closing, in which case the provisions of subsection 8.3(b) shall apply; or (ii) that Seller elects not to cause such exceptions to be removed at which time Buyer may elect, prior to the end of the Due Diligence Period, to accept the Title in its current condition or terminate this Agreement in which event the Deposit shall be promptly delivered to Seller and the parties shall have no further obligations to each other except for those that expressly survive the termination of this Agreement. Nothing in this subsection shall require Seller, despite any election by Seller to attempt to discharge any title exceptions, to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, other than with respect to the Pre-Effective Date Seller Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant to Section 8.3 of this Agreement.

Title Commitment and Survey. Seller shall obtain and deliver to Purchaser for Purchaser's review, within thirty (a30) Buyer has received days of this Agreement, a current commitment for an ALTA owner's policy of title insurance (the "Title Commitment") on the Real Property issued by the Title Company, showing legal title to be vested in Seller in conformity with subsection 8.1(e) below, along with copies of the underlying title documents. Upon execution of this Agreement, Seller will also deliver to Purchaser the most recent survey of the Property in Seller's possession and reviewed as soon as is reasonably possible thereafter, and in all events within thirty (30) days following the date of this Agreement, Purchaser may obtain, at its sole cost and expense, a copy current ALTA "as built" survey of the Property (showing the Improvements on the Property) certified to Purchaser and the Title Company (the "Survey"). Purchaser shall have thirty (30) days after receipt of the Title Commitment and the Existing SurveySurvey to examine such information and make any objections thereto, other than conditions which are listed as exceptions in subsection 8.1(e) below, which conditions are expressly excluded herefrom. Buyer is solely responsible for obtaining any updated title commitments, surveys, or any other title related matters Buyer desires with respect to the Assets at Buyer’s sole cost and expense. Buyer Said objections shall have until not later than 5:00 p.m. Eastern Time on the date that is no later than ten (10) days prior to the end of the Due Diligence Period (the “Title Report Objection Date”), to notify Seller’s attorney be made in writing (the “Title Report Objection Notice”) as and delivered to any items shown on the Title Commitment (as updated if applicable) that Buyer believes are not Permitted Exceptions. Buyer’s failure to timely deliver the Title Report Objection Notice on or prior to the 5:00 p.m. Eastern Time on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance of the Title Commitment and Buyer shall be deemed to have unconditionally waived any right to object to any matters set forth therein. If Buyer timely delivers a Title Report Objection Notice, Seller shall have seven (7) days after receipt of such notice to notify Buyer (i) that Seller will remove or cause to be removed such objectionable exceptions from title on or before the Closingexpiration of such thirty (30) day period. If any objections to the Title Commitment or Survey are properly made on or before the expiration of such thirty (30) day period, then the following shall apply: (i) if Purchaser's objection can be cured on or before the Closing Date by the payment of funds to release a mortgage, lien, security interest or other encumbrance on the Property (a "Monetary Objection"), then Seller shall cure such objection at or before time of the scheduled Closing Date; (ii) if Purchaser's objection is not a Monetary Objection (a "Non-Monetary Objection"), then Seller shall notify Purchaser, in which case writing, within fifteen (15) days after Seller's receipt of Purchaser's written notice describing such Non-Monetary Objection if Seller will attempt to cure such Non-Monetary Objection on or before the provisions of subsection 8.3(bscheduled Closing Date. If the Seller notifies the Purchaser that it intends to attempt to cure such Non-Monetary Objection, then the Seller shall immediately undertake and diligently pursue a cure for such Non-Monetary Objections on or before the Closing Date. If the Seller notifies the Purchaser that the Seller will not attempt to effect a cure for such Non-Monetary Objection or if the Seller shall fail to effect a cure for such Non-Monetary Objection on or before the Closing Date, then in either event, the Purchaser's sole and exclusive rights and remedies with respect to such failure shall be to: (i) shall applywaive said objection in writing and proceed with Closing; or (ii) that Seller elects not to cause such exceptions to be removed at which time Buyer may elect, prior to the end of the Due Diligence Period, to accept the Title in its current condition or terminate this Agreement Agreement, in which event the Deposit Earnest Money shall be promptly delivered immediately returned to Seller Purchaser and thereafxxx xxxs Agreement shall terminate. At Closing, and as a condition thereto, the Title Commitment shall be updated by the Title Company to the Closing Date thereby obligating the Title Company to issue to Purchaser a title policy consistent with the provisions of the Title Commitment (modified to reflect any objection which may have been cured in accordance with this Section 6.3) and the parties title policy shall have no further obligations to each other except for those that expressly survive the termination of this Agreement. Nothing in this subsection contain such title endorsements as Purchaser shall require Seller, despite any election by Seller to attempt to discharge any title exceptions, to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, other than with respect to the Pre-Effective Date Seller Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant to Section 8.3 of this Agreementreasonably request.

Title Commitment and Survey. (a) Buyer has received and reviewed a copy of In the event (i) the Survey shows any easement, right‑of‑way, encroachment, conflict, protrusion or other matter affecting the Real Property that is unacceptable to Purchaser, or (ii) any exceptions appear in the Title Commitment and the Existing Survey. Buyer is solely responsible for obtaining any updated title commitmentsthat are unacceptable to Purchaser, surveys, or any other title related matters Buyer desires with respect to the Assets at BuyerPurchaser shall notify Seller in writing of such facts (“Purchaser’s sole cost and expense. Buyer shall have until Title Objections”) not later than 5:00 p.m. Eastern Time on the date that is no later than ten one (101) days prior to the end business day following expiration of the Due Diligence Period Approval Period. Upon the expiration of the Approval Period, except for Purchaser’s Title Objections and the Monetary Liens (the “Title Report Objection Date”as hereafter defined), to notify Seller’s attorney in writing (the “Title Report Objection Notice”) as to any items shown on the Title Commitment (as updated if applicable) that Buyer believes are not Permitted Exceptions. Buyer’s failure to timely deliver the Title Report Objection Notice on or prior to the 5:00 p.m. Eastern Time on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance of the Title Commitment and Buyer Purchaser shall be deemed to have unconditionally waived accepted the form and substance of the Survey, the Title Commitment and all matters shown or addressed therein, including, without limitation, any easement, right of way, encroachment, conflict, discrepancy, overlapping of improvements, protrusion, lien, encumbrance, restriction, condition, covenant, exception or other matter with respect thereto (collectively, the “Approved Title Matters”). (b) Notwithstanding anything to object to the contrary contained herein, except for any Monetary Liens and any matters set forth therein. If Buyer timely delivers a created after the date of the Title Report Objection NoticeCommitment, Seller shall have seven (7) days after receipt of such notice to notify Buyer (i) that Seller will remove or cause to be removed such objectionable exceptions from title on or before the Closing, in which case the provisions of subsection 8.3(b) shall apply; or (ii) that Seller elects not to cause such exceptions to be removed at which time Buyer may elect, prior to the end of the Due Diligence Period, to accept the Title in its current condition or terminate this Agreement in which event the Deposit shall be promptly delivered to Seller and the parties shall have no further obligations to each other except for those that expressly survive the termination of this Agreement. Nothing in this subsection shall require Seller, despite any election by Seller to attempt to discharge any title exceptions, obligation to take any steps or bring any action or proceeding or otherwise to incur any other steps effort or expense whatsoever to remove eliminate or modify any title exception of Purchaser’s Title Objections; provided, however, Seller, at its sole option, may attempt to eliminate or modify all or a portion of Purchaser’s Title Objections to expend Purchaser’s reasonable satisfaction prior to the Closing Date. In the event Seller is unable or unwilling to attempt to eliminate or modify all of Purchaser’s Title Objections to the reasonable satisfaction of Purchaser, Seller shall provide written notice thereof to Purchaser within five (5) business days of its receipt of Purchaser’s Title Objections (“Seller’s Notice”). Purchaser may thereafter (i) elect to close notwithstanding Purchaser’s Title Objections (in which case Seller shall have no liability to eliminate or modify, and Purchaser shall take the Property subject to the Purchaser’s Title Objections), or (ii) elect, as its sole and exclusive remedy, to terminate this Agreement by delivering notice thereof in writing to Seller within three (3) days of receipt of Seller’s Notice (“Purchaser’s Election Period”), in which event neither party shall have any moneys therefor, obligation hereunder other than the Surviving Obligations, and Purchaser shall be entitled to the return of the Xxxxxxx Money. In the event Purchaser does not, prior to the expiration of Purchaser’s Election Period, elect (i) or (ii) above, this Agreement shall automatically terminate without requirement of further action on the part of Purchaser or Seller. In the event of such termination, Purchaser shall immediately return to Seller any documents, plans, studies or other materials related to the Property that were provided by Seller to Purchaser, and thereafter neither Seller nor Purchaser shall have any further obligations or rights under this Agreement except for the Surviving Obligations. Seller shall cause all mortgages, deeds of trust and monetary liens (including liens for delinquent taxes, mechanics’ liens and judgment liens) affecting the Property and all indebtedness secured thereby (the “Monetary Liens”) to be fully satisfied, released and discharged of record on or prior to the Closing Date. (c) The term “Permitted Encumbrances” as used herein includes: (i) all of the Approved Title Matters, and (ii) any Purchaser’s Title Objection (other than Monetary Liens or those items Seller agreed to eliminate or modify pursuant to Section 4.3(b)) with respect to the Pre-Effective Date Seller Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances (as hereinafter defined) which Purchaser has elected to waive its objection pursuant to Section 8.3 of this Agreement4.3(b).

Title Commitment and Survey. (a) Buyer has received and reviewed a copy of In the Title Commitment and event (i) the Existing Survey. Buyer Survey shows any easement, right-of-way, encroachment, conflict, protrusion or other matter affecting the Land or Improvements that is solely responsible for obtaining any updated title commitmentsunacceptable to Purchaser, surveysin its sole discretion, or (ii) any other title related matters Buyer desires with respect to the Assets at Buyer’s sole cost and expense. Buyer shall have until not later than 5:00 p.m. Eastern Time on the date that is no later than ten (10) days prior to the end of the Due Diligence Period (the “Title Report Objection Date”), to notify Seller’s attorney exceptions appear in writing (the “Title Report Objection Notice”) as to any items shown on the Title Commitment (as updated if applicableother than the standard printed exceptions set forth in the standard form of Title Commitment) that Buyer believes are not Permitted Exceptionsunacceptable to Purchaser, in its sole discretion, Purchaser shall within twenty (20) days after the Effective Date of this Agreement (the "Title Approval Period"), notify Seller in writing of such facts and the reasons therefor ("Purchaser's Title Objections"). Buyer’s failure to timely deliver Upon the Title Report Objection Notice on or prior to the 5:00 p.m. Eastern Time on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance expiration of the Title Commitment and Buyer Approval Period, except for Purchaser's Title Objections, Purchaser shall be deemed to have unconditionally waived accepted the form and substance of the Survey, all matters shown or addressed thereon, all existing conditions of title to the Land and Improvements including, without limitation, any easement, right of way, encroachment, conflict, discrepancy, overlapping of improvements, protrusion, lien, encumbrance, restriction, condition, covenant, exception or other matter with respect thereto and all items shown or addressed in the Title Commitment (collectively, the "Approved Title Matters"). (b) Notwithstanding anything to object to any matters set forth therein. If Buyer timely delivers a Title Report Objection Noticethe contrary contained herein, Seller shall have seven (7) days after receipt of such notice to notify Buyer (i) that Seller will remove or cause to be removed such objectionable exceptions from title on or before the Closing, in which case the provisions of subsection 8.3(b) shall apply; or (ii) that Seller elects not to cause such exceptions to be removed at which time Buyer may elect, prior to the end of the Due Diligence Period, to accept the Title in its current condition or terminate this Agreement in which event the Deposit shall be promptly delivered to Seller and the parties shall have no further obligations to each other except for those that expressly survive the termination of this Agreement. Nothing in this subsection shall require Seller, despite any election by Seller to attempt to discharge any title exceptions, obligation to take any steps or bring any action or proceeding or otherwise to incur any other steps effort or expense whatsoever to remove eliminate or modify any title exception of Purchaser's Title Objections; provided, however, Seller, at its sole option, may attempt to eliminate or modify all or a portion of Purchaser's Title Objections to expend Purchaser's reasonable satisfaction prior to the Closing Date. In the event Seller is unable or unwilling to attempt to eliminate or modify all of Purchaser's Title Objections to the reasonable satisfaction of Purchaser, Seller shall provide written notice thereof to Purchaser ("Seller's Notice"). Purchaser may (as its sole and exclusive remedy) terminate this Agreement by delivering notice thereof in writing to Seller by the earlier to occur of (i) the Closing Date, or (ii) five (5) business days after Seller's Notice, in which event neither party shall have any moneys therefor, obligation hereunder other than with respect to the Pre-Effective Date Seller Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant to Section 8.3 of this AgreementSurviving Obligations.

Title Commitment and Survey. (a) Buyer has received and reviewed a copy of The City will obtain, at the Title Commitment and the Existing Survey. Buyer is solely responsible for obtaining any updated title commitments, surveys, or any other title related matters Buyer desires with respect to the Assets at BuyerCity’s sole cost and expense. Buyer shall have until not later than 5:00 p.m. Eastern Time , an Owner’s Commitment for Title Insurance (“Title Commitment”) on the date that is no later than ten (10) days prior behalf of and certified to the end of the Due Diligence Period UCF, from First American Title (the “Title Report Objection Date”), to notify Seller’s attorney in writing (the “Title Report Objection NoticeCompany”) setting forth the status of the title of the portion of the Property that is subject to the Closing. Unless otherwise provided by Title Company, the City will provide UCF a copy of each recorded document referenced in the Title Commitment as a requirement to issuance of a title policy or exception to title. Copies of such documents will be provided to UCF as appearing in the Public Records, but legibility of such documents is not guaranteed. (b) The City will obtain, at the City’s expense, an ALTA/ACSM Land Title Survey of the Property (“Survey”) that is certified to UCF in accordance with the minimum standard detail requirements for an upland survey as adopted by ALTA, ACSM, as well as in compliance with Chapter 177, Florida Statutes and City of Orlando Land Development Code. The Survey will include the entire Property, but will contain separate legal descriptions of Site 1 and Site 2, and will be updated in connection with each Closing. UCF agrees to reimburse the City for half the cost of the Survey, in an amount not to exceed Fifty Thousand and 00/100 Dollars ($50,000). (c) If the Title Commitment and any items Survey disclose any matters which render title to the Property unmarketable or undesirable, then UCF shall give the City written notice thereof within fifteen (15) business days after receipt of the document, specifying those matters shown on the Title Commitment which render title unmarketable and to which UCF objects (as updated if applicable) that Buyer believes are not Permitted Exceptions“Objections”). Buyer’s failure to timely deliver the Title Report Objection Notice on or prior to the 5:00 p.m. Eastern Time All matters shown on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance Commitment which are not made the subject of the Title Commitment Objections shall be “Permitted Exceptions.” (d) The City shall have no obligation to cure any objection to title; however, if UCF gives notice of Objections within the time period specified above, the City, at its option, in its sole and Buyer absolute discretion, may elect to attempt to cure such Objections. In the event the City is unable or elects not to cure any Objections properly and timely made by UCF, the City shall so notify UCF and UCF shall have the right to either (i) terminate the Agreement (except the rights, obligations and liabilities of the Parties that expressly survive the termination of the Agreement), or (ii) waive any and all Objections and proceed to Closing. (e) In the event the City does not respond to UCF’s notice of Objections, the City shall be deemed to have unconditionally waived elect not to cure such Objections. Notwithstanding anything herein to the contrary, the City shall not be required to cure any right of UCF’s objections to object title. (f) UCF may request that the City obtain, at the City’s expense, updates to the Title Commitment at any matters set forth thereintime prior to Closing. If Buyer timely delivers such an update reveals that a Title Report Objection Notice, Seller shall have seven (7) days matter encumbering the Property rendering title unmarketable has been recorded after receipt of such notice to notify Buyer (i) that Seller will remove or cause to be removed such objectionable exceptions from title on or before the Closing, in which case the provisions of subsection 8.3(b) shall apply; or (ii) that Seller elects not to cause such exceptions to be removed at which time Buyer may elect, prior to the end expiration of the Due Diligence Period, to accept defined below, then UCF shall give the City written notice thereof within fifteen (15) business days after receipt of such updated Title Commitment, specifying those matters shown on the Title in its current condition or terminate this Agreement in Commitment which event render title unmarketable and to which UCF objects (“New Objections”). All matters shown on any updated Title Commitment which are not made the Deposit subject of the New Objections shall be promptly delivered included within the definition of “Permitted Exceptions.” subsections (d) and (e) above shall apply to Seller any New Objections. (g) UCF will be responsible for the purchase of any Owner’s Policy for Title Insurance, at UCF’s sole cost and the parties shall have no further obligations expense, if UCF so chooses to each other except for those that expressly survive the termination of this Agreement. Nothing in this subsection shall require Seller, despite any election by Seller to attempt to discharge any title exceptions, to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, other than with respect to the Pre-Effective Date Seller Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant to Section 8.3 of this Agreementpurchase.

Title Commitment and Survey. (a) Within forty-five (45) days from the Effective Date, Buyer has received shall, at its expense, obtain an Owner’s Commitment for Title Insurance (“Title Commitment”) from Fidelity National Title Insurance Company, First American Title Insurance Company or another title insurer approved by the Parties (the “Title Company”), through Closing Agent as title agent, setting forth the status of the title of the Property. (b) Within forty-five (45) days from the Effective Date, Buyer shall, at its expense, obtain a survey (“Survey”) of the Property by a professional land surveyor licensed in the State of Florida. Buyer shall cause the Survey to provide or include all of the following: (i) an accurate legal description of the Property; (ii) a depiction of all improvements, visible evidence of easements in use, evidence of boundaries, all easements, and reviewed any encroachments or overlaps; and (iii) certify the gross area of the Property to the 00/10 sq. ft. The parties acknowledge that the surveyor will be required to prepare a copy legal description for the Property. The Parties agree that any legal description prepared by the surveyor shall be subject to the reasonable approval of both Parties within the Due Diligence Period. (c) If the Title Commitment and/or the Survey disclose any matters which render title to the Property unmarketable or is otherwise unacceptable to Buyer, then Buyer shall give Seller written notice thereof within fifteen (15) days after receipt of the Title Commitment and the Existing Survey. Buyer is solely responsible for obtaining any updated title commitments, surveys, or any other title related specifying those matters Buyer desires with respect to the Assets at Buyer’s sole cost and expense. Buyer shall have until not later than 5:00 p.m. Eastern Time on the date that is no later than ten (10) days prior to the end of the Due Diligence Period (the “Title Report Objection Date”), to notify Seller’s attorney in writing (the “Title Report Objection Notice”) as to any items shown on the Title Commitment or Survey which render title unmarketable or are otherwise unacceptable to Buyer and to which Buyer objects (as updated if applicable) that Buyer believes the “Objections Letter”). All matters shown on the Title Commitment or Survey which are not made the subject of the Objections Letter shall be “Permitted Exceptions. Buyer.” (d) In the event any items are referenced in the Objections Letter which are monetary judgments against Seller, monetary claims of lien against the Property arising from Seller’s failure activities, or any consensual monetary lien executed by Seller, or other matters arising due to timely deliver Seller’s ownership of the Property or Seller’s activities on the Property, and not arising through Buyer or any prior owner or occupant of the Property, and curable by the payment of money, without resort to litigation, Seller shall be required to remove such exceptions (the "Mandatory Exceptions") from the Property by taking the actions necessary to have the Mandatory Exceptions deleted or insured over by the Title Report Objection Notice on Company, or transferred to bond so that the Mandatory Exceptions are removed from the Title Commitment, or paid from Seller’s proceeds at Closing. At or prior to Closing Seller will remove any code violation liens against the 5:00 p.m. Eastern Time on Property arising from violations occurring prior to the date of this Contract. (e) The provisions of this subsection apply to all title objections raised by Xxxxx, other than the Mandatory Exceptions. Seller shall have no obligation to cure any objection to title or the Survey; however, if Buyer gives its Objections Letter within the time period specified above, Seller, at its option, in its sole and absolute discretion, shall have the right to attempt to cure any title or Survey objection properly and timely made by Buyer if Seller elects to do so. In the event Seller is unable or elects not to cure any title or Survey objection properly and timely made by Xxxxx, Seller may so notify Buyer (“Seller’s Title Report Objection Date shall constitute BuyerResponse”), within thirty (30) days of Seller’s irrevocable acceptance receipt of the Title Commitment Objections Letter, and Buyer shall be deemed to have unconditionally waived any right to object to any matters set forth therein. If Buyer timely delivers a Title Report Objection Noticethe right, Seller shall have seven within thirty (730) days after of Buyer’s receipt of such notice Seller’s Title Response, or within sixty (60) days of the date of Buyer’s Objection Letter if Seller has not timely provided a Seller’s Title Response, to notify Buyer either (i) that Seller will remove or cause to be removed terminate the Agreement and, upon such objectionable exceptions from title on or before termination, the ClosingAgreement, in which case shall terminate except for the provisions of subsection 8.3(b) shall apply; or (ii) that Seller elects not to cause such exceptions to be removed at which time Buyer may electrights, prior to the end obligations and liabilities of the Due Diligence Period, to accept the Title in its current condition or terminate this Agreement in which event the Deposit shall be promptly delivered to Seller and the parties shall have no further obligations to each other except for those Parties that expressly survive the termination of this the Agreement. Nothing in this subsection shall require Seller, despite any election by Seller to attempt to discharge any title exceptions, to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, other than with respect to the Pre-Effective Date Seller Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant to Section 8.3 of this Agreement.or

Title Commitment and Survey. (a) Buyer has received Seller shall convey good and reviewed a copy of the Title Commitment and the Existing Survey. Buyer is solely responsible for obtaining any updated indefeasible title commitments, surveys, or any other title related matters Buyer desires with respect to the Assets Property to Purchaser at Buyer’s Closing, subject only to the “Permitted Encumbrances” (as defined below). Within five (5) days following the Effective Date, Seller shall obtain, at its sole cost and expense. Buyer shall have until not later than 5:00 p.m. Eastern Time on , and deliver to Purchaser, a commitment from Corridor Title, Attention: Xxxxxxx Xxxx, 000 Xxxxxx Xxxx, Building I, Dripping Springs, Texas 78620 (“Corridor”) for the date that is no later than ten (10) days prior to the end issuance of the Due Diligence Period a Texas Owner’s Policy of Title Insurance from First American Title Insurance Company (the “Title Report Objection DateCommitment”)) insuring good and indefeasible fee simple title to the Property, together with legible copies (or as legible as the Title Company is able to notify Sellerdeliver) of all exceptions listed therein. The Title Company and Corridor shall equally share the fees associated with the transaction. Purchaser shall five (5) days following its receipt of the Title Commitment, copies of all exceptions listed therein and the “Survey”, whichever is received last (as defined below) to deliver to Seller written notice of Purchaser’s attorney in writing objections to title (the “Title Report Objection NoticeLetter”). Seller shall have the right, but not the obligation, to cure Purchaser’s objections to title. Seller shall notify Purchaser in writing within five (5) as to any items shown on the Title Commitment (as updated if applicable) that Buyer believes are not Permitted Exceptions. Buyerdays following Seller’s failure to timely deliver the Title Report Objection Notice on or prior to the 5:00 p.m. Eastern Time on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance receipt of the Title Commitment and Buyer shall be deemed to have unconditionally waived any right to object to any matters set forth therein. If Buyer timely delivers a Title Report Objection NoticeLetter concerning which title objections, if any, Seller has agreed to cure. In the event that Seller does not undertake to cure all of the objections in the Title Objection Letter to Purchaser’s sole satisfaction (or does not timely respond to the Title Objection Letter), then Purchaser shall have seven elect by written notice to Seller given within five (75) days after receipt of such notice Seller’s response to notify Buyer the Title Objection Letter (or five (5) days following the expiration of the period within which Seller was to so respond) to either (i) that Seller will remove or cause waive any such title objection in writing and proceed to Closing (in which event such waived title objection shall be deemed to be removed a “Permitted Encumbrance”, as defined below), or (ii) terminate this Agreement and receive an immediate refund of the Xxxxxxx Money, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which may be given by Seller. Failure by Purchaser to make such objectionable election timely shall constitute an election by Purchaser under clause (i) of the preceding sentence; provided, however, that Purchaser’s delivery of the Termination Notice shall nevertheless result in the termination of this Agreement as provided in Section 4.1.1. All exceptions set forth in the Title Commitment which are not objected to by Purchaser (including matters initially objected to by Purchaser which objections are subsequently waived in writing or deemed waived as provided above) are herein collectively called the “Permitted Encumbrances”. Notwithstanding the foregoing, in no event shall Purchaser be obligated to object to (i) deeds of trust, mortgages or security interests that were created by, through or under Seller, (ii) any mechanic’s liens, judgment liens, tax liens, or any other matter listed on “Schedule C” of the Title Commitment created by, through or under Seller (the “Seller Removal Items”), and Seller shall remove the Seller Removal Items or otherwise cause the Title Company to remove such liens from the Title Policy (hereinafter defined) to be delivered to Purchaser at Closing. If any supplemental title report or update issued subsequent to the date of the Title Commitment or update to the Survey contains exceptions (“New Exceptions”) other than those in the original Title Commitment or Survey, Purchaser will be entitled to object to the New Exceptions by delivery of a notice of objections to Seller on or before the Closingdate that is five (5) days following Purchaser’s receipt of such supplement or update (provided, in which case however, Seller shall, without any need for objection by Purchaser, remove the provisions Seller Removal Items). If Purchaser fails to deliver to Seller a notice of subsection 8.3(b) shall apply; objections on or (ii) that Seller elects not before such date, Purchaser will be deemed to cause such exceptions to be removed at which time Buyer may elect, prior have waived any objection to the end New Exceptions, and the New Exceptions will be included as Permitted Encumbrances (except for the Seller Removal Items). Seller will have five (5) days from the receipt of Purchaser’s notice (and the Closing Date shall be extended to provide for such five (5) day period and for five (5) days following such period for Purchaser’s response), within which xxxx Xxxxxx may, but is under no obligation to remove the objectionable New Exceptions. If, within the five (5) day period, Seller or the Title Company does not (or does not agree to) remove the objectionable New Exceptions, then Purchaser may terminate this Agreement upon written notice to Seller no later than five (5) days following expiration of the Due Diligence Periodfive (5) day cure period. If Purchaser terminates this Agreement, the Xxxxxxx Money will be promptly returned to accept Purchaser, and the Title in its current condition or parties shall be released from all further obligations under this Agreement (except for the Surviving Obligations). If Purchaser fails to terminate this Agreement in which event the Deposit shall be promptly delivered to Seller and manner set forth above, the parties shall have no further obligations to each other New Exceptions (except for the Seller Removal Items and those that expressly survive Seller and/or Title Company has removed or agreed to remove) will be included as Permitted Encumbrances. If the termination Property is subject to a declaration of this Agreement. Nothing covenants, conditions and restrictions or similar instrument (“CCRs”) governing or affecting the use, operation, maintenance, management or improvement of the Property, Seller shall use commercially reasonable efforts to deliver to Purchaser on or before Closing an estoppel certificate, in this subsection form and substance reasonably satisfactory to Purchaser, from the declarant, association, committee, agent or other person or entity having governing or approval rights under the CCRs (a “Declaration Estoppel Certificate”), provided however, Seller’s failure to deliver to Purchaser the Declaration Estoppel Certificate shall require Seller, despite any election not be a Seller default or a condition to Purchaser’s obligation to close the transactions contemplated by Seller to attempt to discharge any title exceptions, to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, other than with respect to the Pre-Effective Date Seller Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant to Section 8.3 of this Agreement.

Title Commitment and Survey. (a) Buyer has received and reviewed a copy Purchaser, at Purchaser’s option, shall obtain the following prior to the expiration of the Due Diligence Period: (i) an updated real property survey for the Facility (the “Survey”), and (ii) a title commitment for the Facility (the “Title Commitment”), issued by a national title company selected by Purchaser (the “Title Company”), which Title Commitment shall contain a commitment by the Title Company to issue to Purchaser a title insurance policy on an extended coverage ALTA Owner’s form, in form and substance reasonably acceptable to Purchaser (the “Title Policy”) insuring the valid fee simple title to the Facility. At Closing, Seller will execute and deliver or otherwise obtain such documents and instruments as the Title Company shall reasonably require in order to issue coverage and remove standard exceptions for the rights or claims of parties in possession not shown by public records (other than Tenant and those occupying the Facility by, through, or under Tenant); for easements or claims of easements not shown by public records (other than easements, or claims of easements executed by Tenant and encumbering Tenant’s leasehold estate); and for any lien or right to a lien for services, labor or materials heretofore or hereafter furnished, imposed by law and not shown by the public records(other than work commissioned by Tenant for which any such person could lawfully claim a lien against Tenant’s leasehold estate); including, without limitation, Seller’s affidavits, gap indemnities and the Existing Surveylike; provided, however, in no event shall such documents enlarge the limited warranty of title contained in the special warranty deed to be executed by Seller at Closing; and provided further that such documents shall be in form and content reasonably acceptable to Seller. Buyer is solely responsible for obtaining any updated title commitments, surveys, or any other title related matters Buyer desires with respect to the Assets at Buyer’s sole cost and expense. Buyer Purchaser shall have until not later than 5:00 p.m. Eastern Time on the date that is no later than ten (10) days prior to the end expiration of the Due Diligence Period (the “Title Report Objection Date”), to notify Seller’s attorney in writing (the “Title Report Objection Notice”) as give written notice to any items shown on the Title Commitment (as updated if applicable) that Buyer believes are not Permitted Exceptions. Buyer’s failure Seller accepting or objecting to timely deliver the Title Report Objection Notice on or prior to the 5:00 p.m. Eastern Time on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance of the Title Commitment and Buyer Survey (including the right to object to the Permitted Title Exceptions), to the extent obtained by Purchaser pursuant to this Section 4.10(b)), with any such notice of objection specifying the exceptions or other matters to which Purchaser objects. The failure of Purchaser to object to any matter reflected in the Title Commitment or Survey prior to the expiration of the Due Diligence Period shall cause such matter to become a Permitted Encumbrance; provided, however, Seller shall be deemed unconditionally obligated to pay any outstanding indebtedness evidenced by any lien, mortgage, deed of trust, deed to secure debt, security agreement, judgment, tax lien or other encumbrance which affect the Assets and which appear as a title exception or requirement in the Title Commitment, capable of being released through or as a result of the payment of a liquidated amount of money (collectively, “Monetary Encumbrances”) irrespective of whether Purchaser objects to same unless and only to the extent that such obligation is waived in writing by Purchaser; provided: (i) that, in the event Seller notifies Purchaser that Seller has a good faith legal objection to the legitimacy or enforceability of a Monetary Encumbrance within three (3) Business Days of receiving notice of said Monetary Encumbrance, Seller shall have unconditionally waived the right to escrow at Closing funds necessary to satisfy the Monetary Encumbrance, in lieu of paying such amount to the lienholder; and (ii) Monetary Encumbrances shall not include any liens placed upon the leasehold estate of Tenant by Tenant. Notwithstanding the foregoing, Purchaser shall not have the right to object to any matters set forth thereincreated or consented to in separate written consent by Purchaser, all of which shall be deemed to be “Permitted Encumbrances” hereunder. If Buyer timely delivers a Purchaser objects to any encumbrance or other matter reflected in the Title Report Objection NoticeCommitment or Survey, Seller shall have seven ten (710) days after Business Days from the date of Seller’s receipt of the notice of such objection in which to advise Purchaser whether or not Seller will cure the same at or prior to Closing (which cure may be effected by payment and discharge of the objectionable item at Closing or by causing the Title Company to remove the same as an exception or affirmatively insure over such item at Closing provided such affirmative insurance shall be reasonably satisfactory to Purchaser and any lender of Purchaser and sufficient to adequately address Purchaser’s and any lender’s reasonable concerns with respect to such matter); provided, however, Seller shall have the right, but not the obligation to cure any title objection. In the event Seller shall fail or refuse to do so within said ten (10) Business Day period, Purchaser shall have five (5) Business Days thereafter in which to advise Seller in writing of Purchaser’s election (y) to terminate this Agreement by notice to notify Buyer (i) that Seller will remove or cause to be removed such objectionable exceptions from title on or before the ClosingSeller, in which case the provisions of subsection 8.3(b) Deposit shall apply; be refunded to Purchaser, and neither party shall have any further rights, duties or obligations hereunder, except as expressly provided herein, or (iiz) that Seller elects not to cause such exceptions to be removed at which time Buyer may elect, prior to the end of the Due Diligence Period, to accept the Title in its current condition or terminate this Agreement Facility subject to such title exception (in which case such title exception shall become a Permitted Encumbrance hereunder). In the event that any update to the Deposit Title Commitment prior to or on the Closing Date reveals any new matter not previously shown or disclosed on the prior Title Commitment, then Purchaser will have the same rights of objection, termination and election to close subject to such new matter, and Seller will have the same rights of cure, as set forth above. In the event Seller undertakes or commits to cure any item to which Purchaser objects and does not cure the same on or before Closing, completion of such cure to Purchaser’s reasonable satisfaction shall be promptly delivered a condition to Seller and Purchaser’s obligation to close the parties shall have no further obligations to each other except for those that expressly survive the termination of this Agreement. Nothing in this subsection shall require Seller, despite any election by Seller to attempt to discharge any title exceptions, to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, other than with respect to the Pre-Effective Date Seller Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant to Section 8.3 of this Agreementtransaction contemplated herein.

Title Commitment and Survey. Within fifteen (a15) Buyer has received days after the Effective Date, Seller, at Seller's sole cost and reviewed expense, shall obtain a copy title commitment (the Title Commitment) for an ALTA owner's policy of title insurance (on the current ALTA 2006 Form- Florida modifications) in the amount of the Title Commitment and Purchase Price (the Existing Survey. Buyer is solely responsible for obtaining any updated title commitments, surveys, or any other title related matters Buyer desires Owner's Policy) with respect to the Assets Land and Improvements, issued by the Title Company (as defined in Section 6.1. ), and copies of any restrictive covenants, easements, and other items listed as title exceptions therein in Schedule B-1 or Schedule B-11 of the Title Commitment. i. Buyer may obtain, at Buyer’s 's sole cost and expense. , a new survey, in form and content acceptable to Buyer, of the Land and Improvements prepared by a licensed surveyor prepared to such standards as Buyer shall have until not later than 5:00 p.m. Eastern Time on deem necessary (the date "Survey"), which shall be certified to Title Company, Buyer, title agent and Buyers lender (if applicable). ii. If (i) the Survey of the Land and Improvements shows any easement, right-of-way or vacated right-of way, encroachment, conflict, protrusion or other matter that is no later than ten unacceptable to Buyer, or (10ii) days prior to the end of the Due Diligence Period (the “Title Report Objection Date”), to notify Seller’s attorney any exceptions appear in writing (the “Title Report Objection Notice”) as to any items shown on the Title Commitment (as updated if applicable) that are unacceptable to Buyer, Buyer believes are not Permitted Exceptions. Buyer’s failure to timely deliver the Title Report Objection Notice shall, on or prior before the expiration of the Inspection Period, notify Seller in writing of such matters (the Buyer's Objections). Except for Buyer's Objections that are timely raised pursuant to the 5:00 p.m. Eastern Time on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance of the Title Commitment and preceding sentence, Buyer shall be deemed to have unconditionally waived any right accepted the form and substance of the Survey, all matters shown thereon, and all exceptions to object to any matters set forth thereinthe Title Commitment and other items shown thereon. If Buyer timely delivers a Title Report Objection NoticeWithin five (5) Business Days after Seller's receipt of Buyer's Objections, Seller shall have seven notify Buyer in writing of the Buyer's Objections, if any, which Seller elects to attempt to cure at or prior to Closing. Seller's failure to provide such a notice will be deemed an election by Seller not to cure any Buyer's Objections. If Seller is unable or unwilling to eliminate or modify all of Buyer's Objections to the commercially reasonable satisfaction of Buyer, Buyer may (7as its sole and exclusive remedy) days after receipt of such terminate this Agreement by delivering written notice to notify Buyer Seller by the earlier to occur of (i) that Seller will remove or cause to be removed such objectionable exceptions from title on or before the Closing, in which case the provisions of subsection 8.3(b) shall apply; Closing Date or (ii) that Seller elects five (5) days after Seller's written notice (or deemed notice) to Buyer of Seller's intent to not cure one or more of such Buyer's Objections; in which event, the Deposit will be returned to cause such exceptions to be removed at which time Buyer may electBuyer, prior to the end of the Due Diligence Period, to accept the Title in its current condition and neither party shall have any rights or terminate obligations under this Agreement in which event the Deposit shall be promptly delivered to Seller and the parties shall have no further other than obligations to each other except for those that expressly survive the termination of this Agreement. Nothing Notwithstanding the foregoing, at or before Closing, Seller shall pay or discharge (or, in this subsection shall require Sellerthe case of a monetary, despite mechanic's or similar lien, bond or endorse over to Buyer's commercially reasonable satisfaction) any election mortgage lien securing any indebtedness encumbering the Property and any monetary, mechanics or similar liens encumbering the Property granted, assumed or suffered by Seller and securing the repayment of money or other claims made against Seller or, if not so satisfied, the same shall be satisfied at Closing out of the proceeds otherwise payable to attempt to discharge any title exceptionsSeller (collectively, to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, other than with respect to the Pre-Effective Date Seller Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant to Section 8.3 of this AgreementMandatory Cure Items).

Title Commitment and Survey. (a) Buyer has received Seller shall convey good and reviewed a copy of the Title Commitment and the Existing Survey. Buyer is solely responsible for obtaining any updated marketable title commitments, surveys, or any other title related matters Buyer desires with respect to the Assets Property to Purchaser at Buyer’s Closing, subject only to the "Permitted Encumbrances" (defined below). Within five (5) days following the Effective Date, Seller shall obtain, at its sole cost and expense, and deliver to Purchaser, a title commitment or title commitments (whether one or more, the "Title Commitment") for one or more ALTA Owner's Policy or Policies of Title Insurance (the "Title Policy"), issued by the Escrow Agent on behalf of the Title Company, insuring good and marketable fee simple title to the Property, together with legible copies of all exceptions listed therein. Buyer Purchaser shall have until not later than 5:00 p.m. Eastern Time on the date that is no later than ten fifteen (1015) days prior to the end following its receipt of the Due Diligence Period Title Commitment, legible copies of all exceptions listed therein and the "Survey" (the “Title Report Objection Date”defined below), to deliver to Seller written notice of Purchaser's objections to title (the "Title Objection Letter"). Seller shall have the right, but not the obligation, to cure Purchaser's objections to title; subject, however, to Seller's obligation to remove all "Monetary Liens" (as defined below) by Closing. Seller shall notify Seller’s attorney Purchaser in writing within five (the “Title Report Objection Notice”5) as to any items shown on the Title Commitment (as updated if applicable) that Buyer believes are not Permitted Exceptions. Buyer’s failure to timely deliver the Title Report Objection Notice on or prior to the 5:00 p.m. Eastern Time on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance days following Seller's receipt of the Title Commitment and Buyer shall be deemed to have unconditionally waived any right to object to any matters set forth therein. If Buyer timely delivers a Title Report Objection NoticeLetter concerning which title objections, if any, Seller has agreed to cure. In the event that Seller does not undertake to cure all of the objections in the Title Objection Letter to Purchaser's sole satisfaction (or does not timely respond to the Title Objection Letter), then Purchaser shall have seven the right for five (75) days after receipt of such notice Seller's response to notify Buyer the Title Objection Letter (or five (5) days following the expiration of the period within which Seller was to so respond) to either (i) that Seller will remove or cause waive any such title objection in writing and proceed to Closing (in which event such waived title objection shall be deemed to be removed such objectionable exceptions from title on or before the Closinga "Permitted Encumbrance", in which case the provisions of subsection 8.3(b) shall apply; as defined below), or (ii) that Seller elects not to cause such exceptions to be removed at which time Buyer may elect, prior to the end of the Due Diligence Period, to accept the Title in its current condition or terminate this Agreement and receive an immediate refund of the Xxxxxxx Money, without the consent or joinder of Seller being required. All exceptions set forth in Schedule B of the Title Commitment which are not objected to by Purchaser (including matters initially objected to by Purchaser which objections are subsequently waived in writing) are herein collectively called the "Permitted Encumbrances". In the event the Deposit shall be promptly delivered to Seller and the parties shall have no further obligations to each other except for those that expressly survive the termination of this Agreement. Nothing in this subsection shall require Seller, despite any election by Seller to attempt to discharge any title exceptions, to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, other than with respect update to the Pre-Effective Date Title Commitment indicates the existence of any liens, encumbrances or other defects or exceptions (the "Unacceptable Encumbrances") which are not shown in the initial Title Commitment and that are unacceptable to Purchaser, Purchaser shall within five (5) days after receipt of any such update to the Title Commitment notify Seller Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances in writing of its objection to any such Unacceptable Encumbrance (as hereinafter defined) pursuant to Section 8.3 of this Agreement.the "

Title Commitment and Survey. a. Attached hereto as Exhibit D is a title commitment issued March 4, 1997 (a"Title Commitment") Buyer for an owner's Form T-1 title insurance policy ("Title Policy") issued by First American Title Insurance Company ("Title Insurer"). At Purchaser's request, a new title commitment will be issued by Commonwealth Land Title Insurance Company. The agent for First American has received advised Seller that there will be no cancellation charges for the title commitment issued by First American. The owner's Title Policy issued at Closing will be in the amount of the Purchase Price subject only to real estate taxes and reviewed a copy assessments not yet due and payable, the general printed exceptions contained in the policy matters caused by Purchaser, matters shown on the Updated Survey, and the special title exceptions set forth in Schedule B, Numbers 1 through 6 inclusive and 9, and in Schedule C, Numbers 5 and 6, of the Title Commitment and the Existing SurveyCommitment. Buyer is solely responsible for obtaining any updated title commitments, surveys, or any other title related matters Buyer desires with respect to the Assets at Buyer’s sole cost and expense. Buyer shall have until not later than 5:00 p.m. Eastern Time on the date that is no later than ten (10) days prior to the end All of the Due Diligence Period (above are herein referred to as the “Title Report Objection "Permitted Exceptions". On the Closing Date”), to notify Seller’s attorney in writing (the “Title Report Objection Notice”) as to any items shown on Seller shall cause the Title Commitment (as updated if applicable) that Buyer believes are not Permitted Exceptions. Buyer’s failure Insurer to timely deliver issue the Title Report Objection Notice on Policy or prior to the 5:00 p.m. Eastern Time on a "marked up" commitment in conformity with the Title Report Objection Date Commitment. Seller and Purchaser shall constitute Buyer’s irrevocable acceptance each pay for one-half of the cost of the Title Commitment Policy; however, Purchaser shall pay the costs of "extended coverage" or any special endorsements which Purchaser requires and Buyer shall be deemed which are available in Texas. The obligation of Purchaser to have unconditionally waived any right to object to any matters pay various costs set forth therein. If Buyer timely delivers a Title Report Objection Notice, Seller in Paragraph 4 and 6 herein shall have seven (7) days after receipt of such notice to notify Buyer (i) that Seller will remove or cause to be removed such objectionable exceptions from title on or before the Closing, in which case the provisions of subsection 8.3(b) shall apply; or (ii) that Seller elects not to cause such exceptions to be removed at which time Buyer may elect, prior to the end of the Due Diligence Period, to accept the Title in its current condition or terminate this Agreement in which event the Deposit shall be promptly delivered to Seller and the parties shall have no further obligations to each other except for those that expressly survive the termination of this Agreement. b. Purchaser acknowledges receipt of a survey ("Survey") of the Property prepared by MacinabBosebCopeland and Associates, Inc. ("Surveyor") dated September 5, 1996 and Purchaser approves all of the matters set forth on the Survey. Nothing in this subsection Seller shall require obtain an updated survey of the Property prepared by the Surveyor (the "Updated Survey") and shall deliver same to Purchaser within fifteen (15) days of the date hereof. Purchaser and Seller shall equally share the costs relating to the Updated Survey. The Survey shall be certified to Seller, despite any election by Seller to attempt to discharge any title exceptions, to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, other than with respect Purchaser and to the Pre-Effective Date Seller EncumbrancesTitle Insurer. Thereafter, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant to Section 8.3 if Purchaser requires any additional survey work, Purchaser shall pay for the cost of this Agreementsuch additional work.

Title Commitment and Survey. (a) Buyer has received and reviewed Attached hereto as Exhibit D is a copy of a title commitment with an effective date of October 26, 2011 (“Title Commitment”) for a Texas owner’s standard coverage title insurance policy (“Title Policy”) issued by Chicago Title Insurance Company. The owner’s Title Policy issued at Closing will be an Texas Owner Policy T-1 (Rev. 2/01/10) in the name of Purchaser and in the amount of the Purchase Price, dated effective as of the Closing Date, subject only to: (i) real estate taxes and assessments not yet due and payable; (ii) existing leases; and (iii) those title exceptions set forth in Schedule B of the Title Commitment and that are: (A) not objected to by Purchaser within the Existing Survey. Buyer is solely responsible for obtaining any updated title commitments, surveystime or manner set forth in this Agreement, or any other title related matters Buyer desires (B) after such objection, are timely cured (or timely agreed to be cured) by Seller and ultimately waived by Purchaser in accordance with respect this Agreement. All of the above are herein referred to as the Assets at Buyer’s sole cost and expense“Permitted Exceptions”. Buyer shall have until not later than 5:00 p.m. Eastern Time on the date that is By no later than ten December 5, 2011, Purchaser shall deliver a notice to Seller (10“Purchaser’s Notice”) that lists those title matters which are not approved by Purchaser (“Unpermitted Exceptions”). Seller shall have five (5) business days prior to the end after receipt of the Due Diligence Period Purchaser’s Notice (the “Cure Period”) to either (i) have the Unpermitted Exceptions removed from the Title Report Objection DateCommitment, or (ii) obtain a commitment from the Title Insurer to “insure over” the Unpermitted Exceptions to Purchaser’s satisfaction (provided, as set forth below, no cure of a lien may be carried out by “insuring over” such matter), or (iii) commit to “bond over” the Unpermitted Exceptions to Purchaser’s satisfaction (collectively, “Cure”). If, during the Cure Period, Seller does not Cure or commit to notify SellerCure all of the Unpermitted Exceptions, then Purchaser can, within five (5) business days after the expiration of the Cure Period, elect to either take title to the Property subject to such uncured Unpermitted Exceptions or terminate this Agreement and receive a full refund of the Xxxxxxx Money on deposit with the Escrow Agent at such time. Notwithstanding anything herein to the contrary, Purchaser shall have no right to terminate this Agreement under this Section 3(a) subsequent to the expiration of the Approval Period except for an Additional Title Matter as described below. Purchaser’s attorney failure to deliver Purchaser’s Notice shall be conclusive evidence that Purchaser has approved all of the title exceptions set forth in writing Schedule B of the Title Commitment. Purchaser’s failure to terminate this Agreement within five (5) business days after expiration of the “Title Report Objection Notice”) as to any items shown on Cure Period shall be conclusive evidence that Purchaser has approved all of the title exceptions set forth in Schedule B of the Title Commitment (as updated modified by Seller’s Cure, if applicable) that Buyer believes are not at all, and an election by Purchaser to take title to the Property subject to those Unpermitted Exceptions as modified by Seller’s Cure, if at all. Notwithstanding the foregoing, no exceptions or liens related to financing on the Property or other liens of a definite and ascertainable amount will be considered Permitted Exceptions and, therefore, may hereafter be referred to as Unpermitted Exceptions. Buyer’s failure to timely deliver the Title Report Objection Notice , and Seller shall Cure such items accordingly by fully paying for such items on or prior to the 5:00 p.m. Eastern Time Closing Date or bonding around such items (but not by insuring over) in a manner acceptable to Purchaser in Purchaser’s sole and absolute discretion on or prior to the Closing Date. If any update to the Title Commitment discloses matters which have a material adverse impact on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance of Property and are not reflected on the Title Commitment and Buyer Purchaser objects to the same (an “Additional Title Matter”), Purchaser shall give notice to Seller of such Additional Title Matter and such Additional Title Matter shall thereafter be treated in the same manner under this Section as those title matters disclosed by the original Title Commitment (the “Original Title Matters”), and Seller and Purchaser shall have the same rights and responsibilities with respect to any such Additional Title Matter as they did with the Original Title Matters, to be exercised within the same time periods as they do with the Original Title Matters. The Title Commitment shall be conclusive evidence of good title as therein shown as to all matters insured by the policy, subject only to the Permitted Exceptions. On the Closing Date, Seller shall cause the Title Insurer to issue the Title Policy or a “marked up” commitment in conformity with the Title Commitment, as modified in accordance with this Section 3(a) and subject only to the Permitted Exceptions, providing an irrevocable commitment by the Title Insurer to issue the Title Policy in accordance with this Agreement. Seller shall pay the costs of the standard Title Policy and Purchaser shall pay the costs of any endorsements which Purchaser or its lender requires. (b) Purchaser acknowledges receipt of a survey (“Survey”) of the Property dated June 8, 2006 prepared by XXX Inc. By no later than December 5, 2011, Purchaser shall notify Seller of those Survey matters which are not approved by Purchaser (“Survey Defects”). Seller shall have five (5) business days after its receipt of Purchaser’s Notice (the “Survey Cure Period”) to either cure or commit to cure (“Survey Cure”) the Survey Defects or advise Purchaser that Seller will not cure the Survey Defects. If Seller fails to deliver written notice to Purchaser of its election to either cure or not cure the Survey Defects prior to the expiration of the Survey Cure Period, Seller will be deemed to have elected not to cure the Survey Defects. If Seller elects, or is deemed to have elected, not to cure one or more of the Survey Defects, then Purchaser shall have the right to terminate this Agreement within five (5) business days after expiration of the Survey Cure Period. Purchaser’s failure to deliver Purchaser’s Notice setting forth any Survey Defects shall be conclusive evidence that Purchaser has approved the Survey and its failure to terminate this Agreement within five (5) business days after expiration of the Survey Cure Period shall be deemed an election by Purchaser to accept the Survey, as modified by Seller’s Survey Cure, if at all. Prior to the Closing, Purchaser may, at its sole cost and expense, have the Survey updated and re-certified to the Purchaser and the Title Insurer. Purchaser shall pay for any additional work with respect to the Survey which Purchaser requires except for those matters that Seller timely cures or commits to cure as provided herein. If the updated and/or re-certified Survey discloses matters which are not reflected on the Survey and have a material adverse impact upon the Property (the “Additional Survey Defects”), then Purchaser shall, within two business days after receipt of the updated Survey, give notice to Seller of the same and Seller shall request the Title Insurer to issue a title indemnity insuring over the Additional Survey Defects. If Seller is unable to cause the Title Insurer to issue a title indemnity insuring over the Additional Survey Defects, then Purchaser can elect to either take title to the Property subject to the Additional Survey Defects or terminate this Agreement. If Purchaser fails to give notice to Seller of the Additional Survey Defects within the time period set forth in this Section, Purchaser shall be deemed to have unconditionally waived any right approved the Survey. (c) If Purchaser terminates this Agreement pursuant to object subsection (a) or (b) under this Section 3, then the Xxxxxxx Money deposited with the Escrow Agent as of such time shall be returned to any matters set forth therein. If Buyer timely delivers a Title Report Objection Noticethe Purchaser and this Agreement shall be terminated, Seller and except as specifically provided for elsewhere in this Agreement, neither party shall have seven any further obligation or liability hereunder. (7d) days after receipt Notwithstanding the foregoing, in no event will either of such notice to notify Buyer the following be deemed a Permitted Exception: (i) any title matter (whether an Original Title Matter or an Additional Title Matter) to which Purchaser objects in accordance with the terms of this Agreement that Seller will remove Cures or cause commits to be removed such objectionable exceptions from title on or before Cure and fails to cure by the Closing, in which case the provisions of subsection 8.3(b) shall applyClosing (unless expressly waived thereafter by Purchaser hereunder); or (ii) any Survey Defect or Additional Survey Defect that Seller elects not cures or commits to cause such exceptions cure in accordance herewith and fails to be removed at which time Buyer may electcure by the Closing; provided, prior to the end of the Due Diligence Periodhowever, to Purchaser shall accept the Title in its current condition or terminate this Agreement in which event the Deposit shall be promptly delivered to Seller all Unpermitted Exceptions and the parties shall all Additional Survey Defects that have no further obligations to each other except for those that expressly survive the termination of this Agreement. Nothing in this subsection shall require Seller, despite any election by Seller to attempt to discharge any title exceptions, to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, other than with respect to the Pre-Effective Date Seller Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant to Section 8.3 of this Agreementbeen Cured.

Title Commitment and Survey. (a) Buyer has received and reviewed Within five (5) days after the Effective Date, Seller shall deliver to Purchaser a copy commitment for an Owner’s Policy of Title Insurance issued by the Title Company (the “Commitment”). The Commitment shall include copies of all documents listed on Schedule B thereof or otherwise noted thereon as exceptions to title, including without limitation, any recorded environmental liens or recorded activity or use restrictions (collectively, the “Underlying Title Documents”). Purchaser shall have the right to obtain a survey of the Title Commitment and the Existing Survey. Buyer is solely responsible for obtaining any updated title commitments, surveysProperty to 2016 ALTA/NSPS survey standards, or any to have the existing survey provided by the Seller updated to reflect the current state of the Property, in which case Seller agrees to reasonably cooperate (at no material cost or expense to Seller) with Purchaser to accomplish such survey update, and in either event such survey shall be certified to Seller, Purchaser, the Title Company and such other title related matters Buyer desires with respect to Person(s) as Purchaser may direct in writing (the Assets at Buyer“Survey”). (b) During the period beginning upon the date of Purchaser’s sole cost and expense. Buyer shall have receipt of the Commitment until not later than 5:00 p.m. Eastern Time on the date that is no later than ten (10) days prior to the end expiration of the Due Diligence Inspection Period (the “Title Report Objection DateReview Period”), Purchaser shall give Seller written notice of any objections to notify Seller’s attorney the condition of title or survey matters as set forth in writing the Commitment and the Survey (collectively, the “Title Report Objection NoticeObjected Items”) as ). In the event Purchaser fails to any items shown on give a written notice to Seller of the Objected Items within the Title Commitment (as updated if applicable) that Buyer believes are not Permitted Exceptions. Buyer’s failure to timely deliver the Title Report Objection Notice on or prior to the 5:00 p.m. Eastern Time on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance of the Title Commitment and Buyer Review Period, Purchaser shall be deemed to have unconditionally waived any right objections to object title and to have accepted the condition of title as reflected by the Commitment and Survey. Without the necessity of objection by Purchaser, Seller must discharge, at or prior to Closing: (i) all mortgages, deeds of trust, security agreements and financing statements recorded or filed against the Property, (ii) any matters set forth thereininvoluntary or non-consensual mechanic’s liens for a definite and ascertainable amount, in the aggregate, not to exceed Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00), (iii) any mechanic’s liens created by, through or under Seller, and (iv) any encumbrances voluntarily created after the Effective Date by Seller without Purchaser’s prior consent in breach of this Agreement (collectively, the “Mandatory Cure Items”). If Buyer timely delivers In the event Purchaser gives a written notice to Seller of the Objected Items within the Title Report Review Period (“Purchaser’s Title Objection Notice”), Seller shall have seven shall, within five (75) days after receipt of such Purchaser’s Title Objection Notice (the “Title Response Period”) give written notice to notify Buyer Purchaser (i“Seller’s Title Response Notice”) stating, with respect to each of the Objected Items, either: (x) that Seller will remove shall have such Objected Item removed from the Commitment, have such Objected Item with respect to a matter or cause defect unacceptable to Purchaser shown on the Survey removed from the Survey or have the Title Company commit to insure or provide indemnification, subject to Purchaser’s approval in its reasonable discretion, at Seller’s expense, against loss or damage that may be removed occasioned by such objectionable exceptions from title Objected Item, on or before the ClosingClosing Date; provided that Seller may extend the original Closing Date for such period as shall be required to effect such cure, in which case the provisions of subsection 8.3(bbut not beyond thirty (30) shall applydays; or (iiy) that Seller elects not to cause take any such exceptions curative measures as set forth in the foregoing subsection (x). To the extent an Objected Item is a Permitted Exception, or if Seller fails to timely deliver the Response Notice to Purchaser on or before the Title Response Date, Seller shall be removed at which time Buyer may electdeemed to have elected to proceed with subsection (y) of the immediately preceding sentence with respect to any Objected Items, except with respect to a Mandatory Cure Item. In the event Seller’s Title Response Notice, delivered prior to the end expiration of the Due Diligence Title Response Period, provides that Seller is unwilling or unable to cure the Objected Items (or Seller is deemed to have elected not to take an curative measures), Purchaser shall have the right to either (x) accept the Title title in its current condition (except for Mandatory Cure Items) without any adjustment in the Purchase Price, in which event Purchaser’s objections shall be deemed to have been waived for all purposes, or (y) terminate this Agreement by written notice to Seller, in which event the Deposit Exxxxxx Money shall be promptly delivered returned to Seller Purchaser, and the parties hereto shall have no further obligations to each other hereunder except for those obligations that expressly survive such termination. Failure of Purchaser to send written notice of the termination election available to it pursuant to the immediately preceding sentence within five (5) days after the receipt by Purchaser of Seller’s Title Response Notice (or Seller’s deemed election not to take any curative measures following the expiration of the Title Response Period) shall be deemed an election by Purchaser to accept title in its current condition. (c) For purposes of this Agreement. Nothing , “Permitted Exceptions” shall mean: (i) all title exceptions listed on the Commitment and matters shown on the Survey not timely objected to by Purchaser and any items or exceptions to title or survey matters that are accepted or waived by Purchaser or deemed to have been accepted or waived by Purchaser in accordance with this subsection shall require SellerSection 2.1; (ii) the lien of all ad valorem real estate taxes and assessments not yet due and payable as of the Closing Date subject to adjustment as herein provided; (iii) local, despite any election by Seller to attempt to discharge any title exceptionsstate and federal laws, to take ordinances or bring any action governmental regulations, including but not limited to, building and zoning laws, ordinances and regulations, now or proceeding or any other steps to remove any title exception or to expend any moneys therefor, other than with respect hereafter in effect relating to the Pre-Effective Date Seller Encumbrances, Post Effective Date Monetary Encumbrances Property; and Post Effective Date Seller Encumbrances (iv) matters that have arisen as hereinafter defined) pursuant to Section 8.3 a result of this Agreementacts done or suffered by or through Purchaser.

Title Commitment and Survey. (a) Buyer has received and reviewed a copy Purchaser, at Purchaser’s option, shall use commercially reasonable efforts to obtain the following prior to the expiration of the Due Diligence Period: (i) an updated real property survey for the Facility (the "Survey"), and (ii) a title commitment for the Facility (the "Title Commitment"), issued by a national title company selected by Purchaser (the "Title Company"), which Title Commitment shall contain a commitment by the Title Company to issue to Purchaser a title insurance policy on an extended coverage ALTA Owner’s form, in form and substance reasonably acceptable to Purchaser (the Existing Survey. Buyer is solely responsible for obtaining any updated "Title Policy") insuring the valid fee simple title commitments, surveys, or any other title related matters Buyer desires with respect to the Assets at Buyer’s sole cost Facility. In the event that Purchaser is unable to obtain the Survey and expense. Buyer Title Commitment prior to the expiration of this Due Diligence Period, the Due Diligence Period shall have be automatically extended until not later than 5:00 p.m. Eastern Time on the date that is no later five (5) Business days after Purchaser receives both the Survey and Title Commitment. Seller will cause all standard exceptions to be deleted from the Title Policy at the Closing, other than ten exceptions for (10i) days prior such itemized matters shown on the Survey to which Purchaser does not object pursuant to the end provisions hereof and (ii) taxes for the year in which the Closing occurs which are not yet due and payable, and Seller will execute and deliver or otherwise obtain such documents and instruments as the Title Company shall require, including, without limitation, Seller’s affidavits, gap indemnities and the like. Purchaser shall have until the expiration of the Due Diligence Period (the “Title Report Objection Date”), to notify Seller’s attorney in writing (the “Title Report Objection Notice”) as give written notice to any items shown on the Title Commitment (as updated if applicable) that Buyer believes are not Permitted Exceptions. Buyer’s failure Seller accepting or objecting to timely deliver the Title Report Objection Notice on or prior to the 5:00 p.m. Eastern Time on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance of the Title Commitment and Buyer Survey, with any such notice of objection specifying the exceptions or other matters to which Purchaser objects. The failure of Purchaser to object to any matter reflected in the Title Commitment or Survey prior to the expiration of the Due Diligence Period shall cause such matter to become a Permitted Encumbrance; provided, however, Seller shall be deemed unconditionally obligated to pay any outstanding indebtedness evidenced by, and cause the release of any lien, mortgage, deed of trust, deed to secure debt, security agreement, judgment, tax lien or other encumbrance affecting the Assets and capable of being released through or as a result of the payment of money (collectively, "Monetary Encumbrances") irrespective of whether Purchaser objects to same unless and only to the extent that such obligation is waived in writing by Purchaser. Notwithstanding the foregoing, Purchaser shall not have unconditionally waived any the right to object to any matters set forth thereincreated or consented to in separate written consent by Purchaser, all of which shall be deemed to be "Permitted Encumbrances" hereunder. If Buyer timely delivers a Purchaser objects to any encumbrance or other matter reflected in the Title Report Objection NoticeCommitment or Survey, Seller shall have seven ten (710) days after receipt Business Days from the date of the notice of such objection within which to cure the same (which cure may be effected by payment and discharge of the objectionable item or by causing the Title Company to remove the same as an exception or affirmatively insure over such item provided such affirmative insurance shall be reasonably satisfactory to Purchaser and any lender of Purchaser and sufficient, in Purchaser’s reasonable judgment, to adequately address Purchaser’s and any lender’s concerns with respect to such matter) and in the event Seller shall fail or refuse to do so within said ten (10) Business Day period, Purchaser shall have five (5) Business Days thereafter in which to advise Seller in writing of Purchaser’s election (x) to make such payments as are necessary to effect releases of such claims Seller is not prepared to cure and to proceed to Closing or (y) to terminate this Agreement by notice to notify Buyer (i) that Seller will remove or cause to be removed such objectionable exceptions from title on or before the ClosingSeller, in which case the provisions of subsection 8.3(bDeposit Balance shall be refunded to Seller, and neither party shall have any further rights, duties or obligations hereunder or (z) to extend the Closing Date for a period not to exceed thirty (30) days to enable Purchaser or Seller to so cure; provided, however, (i) Purchaser shall apply; or have the right, but shall not be obligated, to cure such matters, (ii) if neither party cures such matters in said thirty (30) day period, Purchaser shall again have the right to terminate this Agreement, in which case the Deposit Balance shall be refunded to Seller, and neither party shall have any further rights, duties or obligations hereunder and (iii) any such extension shall not limit or affect Seller’s absolute obligation hereunder to cure all Monetary Encumbrances. In the event that Seller elects not any update to cause such exceptions to be removed at which time Buyer may elect, the Title Commitment prior to or on the end Closing Date reveals any new matter not previously shown or disclosed on the prior Title Commitment, then Purchaser will have the same rights of objection, termination and extension of the Due Diligence PeriodClosing Date, and Seller will have the same obligations of cure, as set forth above. In the event Seller undertakes or commits to accept cure any item to which Purchaser objects and does not cure the Title in its current condition same on or terminate this Agreement in which event the Deposit before Closing, completion of such cure to Purchaser’s satisfaction shall be promptly delivered a condition to Seller and Purchaser’s obligation to close the parties shall have no further obligations to each other except for those that expressly survive the termination of this Agreement. Nothing in this subsection shall require Seller, despite any election by Seller to attempt to discharge any title exceptions, to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, other than with respect to the Pre-Effective Date Seller Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant to Section 8.3 of this Agreementtransaction contemplated herein.

Title Commitment and Survey. a. Attached hereto as Exhibit D is a title commitment dated May 24, 1996 (a"Title Commitment") Buyer has received and reviewed a copy of the for an owner's standard coverage title insurance policy issued by Baton Rouge Title Co., Inc., as agent for Commonwealth Land Title Insurance Company ("Title Insurer"). Seller will provide Purchaser with an updated Title Commitment and the Existing Survey. Buyer is solely responsible for obtaining any updated title commitments, surveys, or any other title related matters Buyer desires with respect to the Assets at Buyer’s sole cost and expense. Buyer shall have until not later than 5:00 p.m. Eastern Time on the date that is no later than within ten (10) days prior to from the end of the Due Diligence Period (the “date hereof. The owner's Title Report Objection Date”), to notify Seller’s attorney in writing (the “Title Report Objection Notice”) as to any items shown on the Title Commitment (as updated if applicable) that Buyer believes are not Permitted Exceptions. Buyer’s failure to timely deliver the Title Report Objection Notice on or prior to the 5:00 p.m. Eastern Time on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance of the Title Commitment and Buyer shall be deemed to have unconditionally waived any right to object to any matters set forth therein. If Buyer timely delivers a Title Report Objection Notice, Seller shall have seven (7) days after receipt of such notice to notify Buyer (i) that Seller will remove or cause to be removed such objectionable exceptions from title on or before the Closing, in which case the provisions of subsection 8.3(b) shall apply; or (ii) that Seller elects not to cause such exceptions to be removed at which time Buyer may elect, prior to the end of the Due Diligence Period, to accept the Title in its current condition or terminate this Agreement in which event the Deposit shall be promptly delivered to Seller and the parties shall have no further obligations to each other except for those that expressly survive the termination of this Agreement. Nothing in this subsection shall require Seller, despite any election by Seller to attempt to discharge any title exceptions, to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, other than with respect to the Pre-Effective Date Seller Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances Policy (as hereinafter defined) pursuant issued at Closing will be in the aggregate amount of the Purchase Price and the purchase prices for the Other Property (as hereinafter defined), if any, and shall insure the real property described on Exhibit A subject only to real estate taxes not yet due and payable, and the special title exceptions set forth in Schedule B-Section 8.3 2, Numbers 2 through 5 inclusive of the Title Commitment ("Permitted Exceptions"). Purchaser and Seller hereby acknowledge and agree that a single policy of title insurance (the "Title Policy") shall be issued for the Property and two (2) other properties commonly known as Sherwood Acres I and II Apartments and Willow Bend Lake Apartments, each located in East Baton Rouge Parish, Louisiana, which may be acquired by Purchaser simultaneously with the acquisition of the Property (the "Other Property"). The Title Commitment shall be conclusive evidence of good title as therein shown as to all matters insured by the policy, subject only to the exceptions therein stated. On the Closing Date, Seller shall cause the Title Insurer to issue the Title Policy or a "marked up" commitment in favor of Purchaser containing only the Permitted Exceptions and the "extended coverage", and the special endorsements required by Purchaser. Seller shall pay the costs of the Title Policy and the costs of "extended coverage" and the special endorsements which Purchaser requires. b. Purchaser acknowledges receipt of a survey ("Survey") of the Property prepared by Evans-Graves Engineers, Inc. datxx Xxxxxx 00, 1996. Within twenty-one (21) days after the date of this Agreement, Purchaser will provide Seller with an update of the survey ("Updated Survey") certified to the Purchaser. However, if Purchaser requires any additional survey work after the Updated Survey, Purchaser shall pay for the cost of such additional work.

Title Commitment and Survey. (a) Buyer has received and reviewed a copy In the event (i) the Survey shows any easement, right-of-way, encroachment, conflict, protrusion or other matter affecting the Property that is unacceptable to Purchaser, or (ii) any exceptions appear in the Title Commitment other than the standard printed exceptions set forth in the standard Texas form of Commitment for Title Insurance, that are unacceptable to Purchaser, Purchaser shall within five (5) business days after receipt of the Survey, the Title Commitment and copies of all documents referred to as exceptions in the Existing Survey. Buyer is solely responsible for obtaining any updated title commitmentsTitle Commitment, surveys, or any other title related matters Buyer desires with respect to the Assets at Buyer’s sole cost and expense. Buyer shall have until not later than 5:00 p.m. Eastern Time on the date that is no later than ten (10) days prior to the end of the Due Diligence Period (the “Title Report Objection Date”), to notify Seller’s attorney Seller in writing of such facts and the reasons therefor ("PURCHASER'S OBJECTIONS"). Upon the “Title Report Objection Notice”expiration of said five (5) as to any items shown on the Title Commitment (as updated business day period, except for Purchaser's Objections if applicable) that Buyer believes same are not Permitted Exceptions. Buyer’s failure to timely deliver the Title Report Objection Notice on or prior to the 5:00 p.m. Eastern Time on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance of the Title Commitment and Buyer raised, Purchaser shall be deemed to have unconditionally waived any right accepted the form and substance of the Survey, all matters shown thereon, all exceptions to object the Title Commitment and other items shown thereon. Notwithstanding anything to any matters the contrary contained herein, except as otherwise set forth therein. If Buyer timely delivers a Title Report Objection Noticein SECTION 4.1.3 of this Agreement, Seller shall have seven (7) days after receipt of such notice to notify Buyer (i) that Seller will remove or cause to be removed such objectionable exceptions from title on or before the Closing, in which case the provisions of subsection 8.3(b) shall apply; or (ii) that Seller elects not to cause such exceptions to be removed at which time Buyer may elect, prior to the end of the Due Diligence Period, to accept the Title in its current condition or terminate this Agreement in which event the Deposit shall be promptly delivered to Seller and the parties shall have no further obligations to each other except for those that expressly survive the termination of this Agreement. Nothing in this subsection shall require Seller, despite take any election by Seller to attempt to discharge any title exceptions, to take steps or bring any action or proceeding or otherwise to incur any effort or expense whatsoever to eliminate or modify any of the Purchaser's Objections. In the event Seller is unable or unwilling to eliminate or modify all of Purchaser's Objections to the reasonable satisfaction of Purchaser, Purchaser may (as its sole and exclusive remedy) terminate this Agreement by delivering notice thereof in writing to Seller by the earlier to occur of (i) the Closing Date or (ii) five (5) days after Seller's written notice to Purchaser of Seller's intent to not cure one or more of such Purchaser's Objections, in which event, the Xxxxxxx Money will be returned to Purchaser and neither party shall have any obligations hereunder other steps than the Surviving Obligations. Notwithstanding anything contained in this SECTION 4.1.2 to remove the contrary, in the event Purchaser does not receive all items to be delivered to Purchaser under SECTION 4.1(A) and (B) in the time frame set forth therein, Purchaser's rights shall be to terminate this Agreement as set forth in SECTION 4.1, and such rights shall not be modified or extended by the terms of this SECTION 4.1.2. (b) The term "Permitted Encumbrances" as used herein includes: (i) any title easement, right of way, encroachment, conflict, discrepancy, overlapping of improvements, protrusion, lien, encumbrance, restriction, condition, covenant, exception or to expend any moneys therefor, other than matter with respect to the Pre-Effective Date Seller Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances (as hereinafter defined) Property that is reflected or addressed on the Survey or the Title Commitment to which Purchaser fails to timely object pursuant to Section 8.3 SECTION 4.1.2(A) of this Agreement; (ii) any Purchaser's Objection that remains uncured, for whatever reason, at the earlier to occur of (A) Closing hereunder or (B) five (5) business days after Seller notifies Purchaser that Seller is unwilling or unable to cure or modify Purchaser's Objections to the reasonable satisfaction of Purchaser; and (iii) the rights and interests of parties claiming under any Leases.

Title Commitment and Survey. (a) Buyer Within the Inspection Period, Purchaser may, at its sole expense, obtain (i) a title insurance commitment (the “Title Commitment”) for a fee owner's title insurance policy covering the Real Property (the “Title Policy”) from a title insurance company selected by Purchaser (the “Title Company”) and (ii) a survey of the Real Property (the “Survey”). (b) Purchaser shall, no later than the end of the Inspection Period, notify Seller in writing specifying any objections to matters shown on the Title Commitment or the Survey (the “Title Objections”). Any matters on the Title Commitment or the Survey that Purchaser does not timely object to, and which are not items set forth in Sections 40(ii)-(iii) below, shall be deemed “Permitted Exceptions.” Within ten (10) business days after Seller's receipt of Purchaser's notice of the Title Objections, Seller shall advise Purchaser in writing that: (i) Seller shall cause the Title Objections to be removed or remedied prior to Closing or (ii) Seller shall not cause the Title Objections to be removed or remedied prior to Closing. Notwithstanding the foregoing, Seller shall be required to satisfy, cure or remedy those matters set forth in Sections 40(ii)-(iii) below, even if such items are not Title Objections. If Seller does not notify Purchaser in writing of its election within the above-referenced ten (10) business day period, Seller shall be deemed to have elected to cause all of the Title Objections to be removed or remedied prior to Closing. If Seller does not elect to cause all of the Title Objections to be removed or remedied prior to Closing, Purchaser shall have ten (10) business days after receipt of Seller's notice of the Title Objections which it will not cure to elect in writing to: (i) proceed with the purchase and acquire the Property subject to the Title Objections which Seller has received not agreed to cure; or (ii) terminate this Agreement by written notice to Seller and reviewed Escrow Agent, in which case the Escrow Deposit and any interest accrued thereon, shall be returned to Purchaser, whereupon both parties shall be released from all further obligations under this Agreement, except those which specifically survive termination hereof. (c) At or prior to Closing, Seller shall cause to be cured, remedied, or released (i) any and all Title Objections which Seller has elected, or is deemed to have elected, to cure pursuant to Section 40, (ii) any mortgages or deeds of trust, judgment liens, construction liens and other liens (other than the lien of real estate taxes and assessments not yet due and payable) concerning the Property provided for by statute, code or ordinance, or created by express grant in writing by Seller, and (iii) any and all encumbrances and/or exceptions concerning the Property created by, under or through Seller after the Effective Date. (d) From time to time prior to Closing, Purchaser may cause, at its sole expense, the Title Commitment and/or the Survey to be updated (the “Title Update”) and a copy of the Title Commitment and the Existing SurveyUpdate shall be delivered to Seller. Buyer is solely responsible for obtaining If Purchaser objects to any updated title commitments, surveys, or any other title related matters Buyer desires with respect to the Assets at Buyer’s sole cost and expense. Buyer shall have until not later than 5:00 p.m. Eastern Time shown on the date Title Update that is no later than ten (10) days prior to the end of the Due Diligence Period (the “Title Report Objection Date”), to notify Seller’s attorney in writing (the “Title Report Objection Notice”) as to any items were not shown on the Title Commitment (as updated if applicable) that Buyer believes are not Permitted Exceptions. Buyer’s failure to timely deliver or the Title Report Objection Notice on or prior to the 5:00 p.m. Eastern Time on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance of the Title Commitment and Buyer Survey, such matters shall be deemed to have unconditionally waived any right to object to any matters set forth therein. If Buyer timely delivers a Title Report Objection Notice, Seller shall have seven (7) days after receipt of such notice to notify Buyer (i) that Seller will remove or cause to be removed such objectionable exceptions from title on or before the Closing, in which case Objections and the provisions of subsection 8.3(b) subparagraphs 40 and 40 shall apply; or (ii) that Seller elects not apply to cause such exceptions to be removed at which time Buyer may elect, prior to the end of the Due Diligence Period, to accept the Title in its current condition or terminate this Agreement in which event the Deposit shall be promptly delivered to Seller and the parties shall have no further obligations to each other except for those that expressly survive the termination of this Agreement. Nothing in this subsection shall require Seller, despite any election by Seller to attempt to discharge any title exceptions, to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, other than with respect to the Pre-Effective Date Seller Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant to Section 8.3 of this Agreementmatters.

Title Commitment and Survey. (a) Buyer has received Seller shall convey good and reviewed a copy of the Title Commitment and the Existing Survey. Buyer is solely responsible for obtaining any updated marketable title commitments, surveys, or any other title related matters Buyer desires with respect to the Assets Property to Purchaser at Buyer’s Closing, subject only to the "Permitted Encumbrances" (defined below). Within five (5) days following the Effective Date, Seller shall obtain, at its sole cost and expense, and deliver to Purchaser, a title commitment or title commitments (whether one or more, the "Title Commitment") for one or more ALTA Owner's Policy or Policies of Title Insurance (the "Title Policy") insuring good and marketable fee simple title to the Property, together with legible copies of all exceptions listed therein. Buyer Purchaser shall have until not later than 5:00 p.m. Eastern Time on the date that is no later than ten fifteen (1015) days prior to the end following its receipt of the Due Diligence Period Title Commitment, legible copies of all exceptions listed therein and the "Survey" (the “Title Report Objection Date”defined below), to deliver to Seller written notice of Purchaser's objections to title (the "Title Objection Letter"). Seller shall have the right, but not the obligation, to cure Purchaser's objections to title; subject, however, to Seller's obligation to remove all "Monetary Liens" (as defined below) by Closing. Seller shall notify Seller’s attorney Purchaser in writing within five (the “Title Report Objection Notice”5) as to any items shown on the Title Commitment (as updated if applicable) that Buyer believes are not Permitted Exceptions. Buyer’s failure to timely deliver the Title Report Objection Notice on or prior to the 5:00 p.m. Eastern Time on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance days following Seller's receipt of the Title Commitment and Buyer shall be deemed to have unconditionally waived any right to object to any matters set forth therein. If Buyer timely delivers a Title Report Objection NoticeLetter concerning which title objections, if any, Seller has agreed to cure. In the event that Seller does not undertake to cure all of the objections in the Title Objection Letter to Purchaser's sole satisfaction (or does not timely respond to the Title Objection Letter), then Purchaser shall have seven the right for five (75) days after receipt of such notice Seller's response to notify Buyer the Title Objection Letter (or five (5) days following the expiration of the period within which Seller was to so respond) to either (i) that Seller will remove or cause waive any such title objection in writing and proceed to Closing (in which event such waived title objection shall be deemed to be removed such objectionable exceptions from title on or before the Closinga "Permitted Encumbrance", in which case the provisions of subsection 8.3(b) shall apply; as defined below), or (ii) that Seller elects not to cause such exceptions to be removed at which time Buyer may elect, prior to the end of the Due Diligence Period, to accept the Title in its current condition or terminate this Agreement and receive an immediate refund of the Xxxxxxx Money, without the consent or joinder of Seller being required. All exceptions set forth in Schedule B of the Title Commitment which are not objected to by Purchaser (including matters initially objected to by Purchaser which objections are subsequently waived in writing) are herein collectively called the "Permitted Encumbrances". In the event the Deposit shall be promptly delivered to Seller and the parties shall have no further obligations to each other except for those that expressly survive the termination of this Agreement. Nothing in this subsection shall require Seller, despite any election by Seller to attempt to discharge any title exceptions, to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, other than with respect update to the Pre-Effective Date Title Commitment indicates the existence of any liens, encumbrances or other defects or exceptions (the "Unacceptable Encumbrances") which are not shown in the initial Title Commitment and that are unacceptable to Purchaser, Purchaser shall within five (5) days after receipt of any such update to the Title Commitment notify Seller Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances in writing of its objection to any such Unacceptable Encumbrance (as hereinafter defined) pursuant to Section 8.3 of this Agreement.the "

Title Commitment and Survey. (a) Buyer has received In the event (i) the Survey shows any easement, right-of-way, encroachment, conflict, protrusion or other matter affecting the Property that is unacceptable to Purchaser, or (ii) any exceptions appear in the Title Commitment (other than the standard printed exceptions set forth in the standard Texas form of Commitment for Title Insurance or the exceptions listed on Exhibit P attached hereto and reviewed made a copy part hereof), that are --------- unacceptable to Purchaser, Purchaser shall within five (5) business days after receipt of the Survey, the Title Commitment and copies of all documents referred to as exceptions in the Existing Survey. Buyer is solely responsible for obtaining any updated title commitmentsTitle Commitment, surveys, or any other title related matters Buyer desires with respect to the Assets at Buyer’s sole cost and expense. Buyer shall have until not later than 5:00 p.m. Eastern Time on the date that is no later than ten (10) days prior to the end of the Due Diligence Period (the “Title Report Objection Date”), to notify Seller’s attorney Seller in writing of such facts and the reasons therefor ("Purchaser's Objections"). Upon the “Title Report Objection Notice”expiration of said five (5) as to any items shown on the Title Commitment (as updated business day period, except for Purchaser's Objections if applicable) that Buyer believes same are not Permitted Exceptions. Buyer’s failure to timely deliver the Title Report Objection Notice on or prior to the 5:00 p.m. Eastern Time on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance of the Title Commitment and Buyer raised, Purchaser shall be deemed to have unconditionally waived any right accepted the form and substance of the Survey, all matters shown thereon, all exceptions to object Title Commitment and other items shown thereon. Notwithstanding anything to any matters set forth therein. If Buyer timely delivers a Title Report Objection Noticethe contrary contained herein, Seller shall have seven (7) days after receipt of such notice to notify Buyer (i) that Seller will remove or cause to be removed such objectionable exceptions from title on or before the Closing, in which case the provisions of subsection 8.3(b) shall apply; or (ii) that Seller elects not to cause such exceptions to be removed at which time Buyer may elect, prior to the end of the Due Diligence Period, to accept the Title in its current condition or terminate this Agreement in which event the Deposit shall be promptly delivered to Seller and the parties shall have no further obligations to each other except for those that expressly survive the termination of this Agreement. Nothing in this subsection shall require Seller, despite take any election by Seller to attempt to discharge any title exceptions, to take steps or bring any action or proceeding or otherwise to incur any effort or expense whatsoever to eliminate or modify any of the Purchaser's Objections. In the event Seller is unable or unwilling to eliminate or modify all of Purchaser's Objections to the reasonable satisfaction of Purchaser, Purchaser may (as its sole and exclusive remedy) terminate this Agreement by delivering notice thereof in writing to Seller by the earlier to occur of (i) the Closing Date or (ii) five (5) days after Seller's written notice to Purchaser of Seller's intent to not cure one or more of such Purchaser's Objections; in which event neither party shall have any obligations hereunder other steps to remove than those obligations which expressly survive the termination of this Agreement (the "Surviving Obligations"). (b) The term "Permitted Encumbrances" as used herein includes: (i) any title easement, right of way, encroachment, conflict, discrepancy, overlapping of improvements, protrusion, lien, encumbrance, restriction, condition, covenant, exception or to expend any moneys therefor, other than matter with respect to the Pre-Effective Date Seller Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances (as hereinafter defined) Property that is reflected or addressed on the Survey or the Title Commitment to which Purchaser fails to timely object pursuant to Section 8.3 4.1.2(a) of this ---------------- Agreement.; (ii) any Purchaser's Objection that remains uncured, for whatever reason, at the earlier to occur of (A) Closing hereunder or (B) five (5) business days after Seller notifies Purchaser that Seller is unwilling or unable to cure or modify Purchaser's Objections to the reasonable satisfaction of Purchaser; and (iii) the rights and interests of parties claiming under the Leases. The term "Permitted Encumbrances" shall include the standard printed exceptions set forth in the standard Texas form of Commitment for Title Insurance and the exceptions listed on Exhibit ------- P. -

Title Commitment and Survey. (a) Buyer has received Seller shall order the Survey within three (3) business days after the Effective Date and reviewed a copy of shall cause the same to be delivered to Purchaser as promptly as reasonably practicable. Purchaser shall order the Title Commitment within three (3) business days after the Effective Date and cause the Existing Surveysame to be delivered to Seller as promptly as reasonably practicable. Buyer In the event (i) the Survey shows any easement, right-of-way, encroachment, conflict, protrusion or other matter affecting the Property that is solely responsible for obtaining any updated title commitments, surveysunacceptable to Purchaser, or (ii) any exceptions appear in the Title Commitment (other title related matters Buyer desires with respect than the standard printed exceptions set forth in the standard form of Commitment for Title Insurance in use in the State) that are unacceptable to the Assets at Buyer’s sole cost and expense. Buyer Purchaser, Purchaser shall have until not later than 5:00 p.m. Eastern Time on the date that is no later than within ten (10) business days prior to the end after receipt of the Due Diligence Period (Survey and the “Title Report Objection Date”)Commitment, to notify Seller’s attorney Seller in writing of such facts and the reasons therefor ("Purchaser's Objections"). Upon the “Title Report Objection Notice”expiration of said ten (10) as to any items shown on the Title Commitment (as updated business day period, except for Purchaser's Objections if applicable) that Buyer believes same are not Permitted Exceptions. Buyer’s failure to timely deliver the Title Report Objection Notice on or prior to the 5:00 p.m. Eastern Time on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance of the Title Commitment and Buyer raised, Purchaser shall be deemed to have unconditionally waived any right accepted the form and substance of the Survey and the Title Commitment. Notwithstanding anything to object to any matters set forth therein. If Buyer timely delivers a Title Report Objection Noticethe contrary contained herein, Seller shall have seven (7) days after receipt of such notice to notify Buyer (i) that Seller will remove or cause to be removed such objectionable exceptions from title on or before the Closing, in which case the provisions of subsection 8.3(b) shall apply; or (ii) that Seller elects not to cause such exceptions to be removed at which time Buyer may elect, prior to the end of the Due Diligence Period, to accept the Title in its current condition or terminate this Agreement in which event the Deposit shall be promptly delivered to Seller and the parties shall have no further obligations to each other except for those that expressly survive the termination of this Agreement. Nothing in this subsection shall require Seller, despite take any election by Seller to attempt to discharge any title exceptions, to take steps or bring any action or proceeding or otherwise to incur any other steps effort or expense whatsoever to remove eliminate or modify any title exception of the Purchaser's Objections. Seller may, within ten (10) business days after receipt of written notice of Purchaser's Objections ("Seller's Cure Period"), deliver to Purchaser written notice ("Seller's Cure Notice") setting forth which of Purchaser's Objections Seller will endeavor to cure prior to the Closing Date and which of Purchaser's Objections Seller cannot or does not intend to expend cure. If Seller has not given Seller's Cure Notice by the end of Seller's Cure Period, Seller shall be deemed to have given notice that it does not intend to cure any moneys thereforof Purchaser's Objections. If by the earlier of (i) the end of the Approval Period or (ii) the end of Seller's Cure Period, Seller has not cured or undertaken to cure all of Purchaser's Objections to the reasonable satisfaction of Purchaser, Purchaser may (as its sole and exclusive remedy) terminate this Agreement by delivering written notice thereof to Seller not later than at or before the expiration of the Approval Period or five (5) days after the end of Seller's Cure Period, whichever is later. If by the Closing Date, Seller has not cured to the reasonable satisfaction of Purchaser all of Purchaser's Objections which Seller has in Seller's Cure Notice undertaken to cure, Purchaser may (as its sole and exclusive remedy) terminate this Agreement by written notice to Seller on the Closing Date. In the event of a termination of this Agreement by Purchaser under this Section 5.1.2, the Title Company shall return the Termination Option Payments then held by the Title Company, whereupon neither party shall have any further obligations hereunder other than with respect to the Pre-Effective Date Seller Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant to Section 8.3 of this AgreementSurviving Obligations.

Title Commitment and Survey. (a) Buyer has received and reviewed 3.1. Attached hereto as Exhibit E is a copy of the 7th _________ Amended title commitment for an owner's extended coverage title insurance policy to be issued by Chicago Title Insurance Company (hereinafter referred to as the "Title Insurer"), dated September 12, 1995 for the Fee Parcel (the "Fee Commitment"). Attached hereto as Exhibit F is a copy of the 6th _________ Amended title commitment for a leasehold owner's extended coverage title insurance policy to be issued by the Title Insurer dated September 12, 1995 for the Ground Lease Parcel (the "Leasehold Commitment"). The Fee Commitment and the Existing SurveyLeasehold Commitment are referred to together hereinafter as, the "Title Commitments". Buyer is solely responsible for obtaining any updated title commitmentsFor purposes of this Agreement, surveys, or any other title related matters Buyer desires with respect to "Permitted Exceptions" shall mean: (a) the Assets at Buyer’s sole cost and expense. Buyer shall have until not later than 5:00 p.m. Eastern Time on general exclusions contained in the date that is no later than ten (10) days prior to the end pre-printed portion of each of the Due Diligence Period standard title policies (each of which shall be a Form B 1970 (revised 10/17/84) ALTA Extended Coverage Owner's Policy) to be issued by the “Title Report Objection Date”), to notify Seller’s attorney in writing (the “Title Report Objection Notice”) as to any items shown Insurer based on the Title Commitment Commitments (as updated if applicable) that Buyer believes are not Permitted Exceptions. Buyer’s failure to timely deliver the Title Report Objection Notice on or prior to the 5:00 p.m. Eastern Time on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance of the Title Commitment and Buyer shall be deemed to have unconditionally waived any right to object to any matters set forth therein. If Buyer timely delivers a Title Report Objection Noticecollectively, Seller shall have seven (7) days after receipt of such notice to notify Buyer (i) that Seller will remove or cause to be removed such objectionable exceptions from title on or before the Closing, in which case the provisions of subsection 8.3(b) shall apply; or (ii) that Seller elects not to cause such exceptions to be removed at which time Buyer may elect, prior to the end of the Due Diligence Period, to accept the Title in its current condition or terminate this Agreement in which event the Deposit shall be promptly delivered to Seller and the parties shall have no further obligations to each other except for those that expressly survive the termination of this Agreement. Nothing in this subsection shall require Seller, despite any election by Seller to attempt to discharge any title exceptions, to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, other than with respect to the Pre-Effective Date Seller Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances all Endorsements (as hereinafter defined), the "Title Policies"); (b) matters shown on the "Current Survey" (hereinafter defined); (c) matters caused by the actions of Purchaser pursuant to Paragraph 7.1; (d) the "Special Exceptions" set forth in Schedule B - Section 8.3 2 of the Fee Commitment as Numbers 1 through 10 inclusive and 13 (provided further that the Title Insurer delivers the endorsements annexed to the applicable "Pro Forma Policies" [hereinafter defined]); (e) the "Special Exceptions" set forth in Schedule B - Section 2 of the Leasehold Commitment as Numbers 1, 3 through 9 inclusive, 12 and 13 (provided further that the Title Insurer delivers the endorsements annexed to the appropriate Pro Forma Policies); and (f) 1996 real estate taxes. All other exceptions to title shall be referred to as "Unpermitted Exceptions". On the Closing Date, Seller shall cause the Title Insurer to deliver to Purchaser the Title Policies in conformance with the Title Commitments substantially in the forms attached to the Agreement as Exhibits E and F with the amount of insurance filled in as provided by Purchaser not to exceed the Purchase Price in the aggregate (the "Pro Forma Policies") and all endorsements currently attached to the Pro Forma Policies (collectively, the "Endorsements") which shall insure (i) in the case of the Fee Parcel and the Improvements thereon, marketable fee simple, indefeasible title to the Property in the name of Purchaser as legal owner, and (ii) in the case of the Ground Lease Parcel and the Improvements thereon, marketable title to the leasehold estate created by the Ground Lease in the name of Purchaser as lessee under the Ground Lease, subject only to the Permitted Exceptions and any Unpermitted Exceptions accepted by Purchaser in accordance herewith. Seller shall pay for the costs of the Title Commitments and the basic premium of the Title Policies, but excluding the cost of all endorsements to, or extended coverage on, the Title Policies. Purchaser shall pay for the cost of the Endorsements including, without limitation, extended coverage and the cost of any other endorsement requested by Purchaser (provided that except as otherwise set forth in this AgreementParagraph 3 or in Paragraph 5, the transaction set forth herein is not contingent upon Purchaser receiving any endorsements to the Title Policies other than the Endorsements).

Title Commitment and Survey. (a) As evidence of title to the Owned Real Property and the Leased Real Property, the Seller shall cause to be prepared and delivered to the Buyer, as soon as reasonably practicable, but in no case later than thirty (30) days after execution of this Agreement, and at the Seller's expense, a commitment from Chicago Title Insurance Company (the "Title Company") together with copies of all exception documents, to issue to the Buyer has received at Closing, an ALTA Form B owner's title insurance policy (for Owned Real Properties) and, at the Buyer's election, a leasehold title insurance policy (for Leased Real Properties). The Seller shall deliver to the Buyer, as soon as practicable, but in no case later than fifteen (15) days, after execution of this Agreement, any survey with respect to each Owned Real Property and reviewed Leased Real Property currently in the possession of the Seller or its Affiliates. (b) If the Title Commitment survey or other evidence of title discloses a copy title defect, (in the Buyer's judgment), exception to title or other Encumbrance, other than a Permitted Encumbrance or a matter contained on Schedule 4.6(a), the Buyer shall notify the Seller within ten (10) Business Days of receiving all of the title evidence requested by this Section. The Seller shall use reasonable efforts to cure each title objection shown as an exception to the Title Commitment prior to Closing; provided, however, that it shall not be obligated to expend money to do so (other than monetary Encumbrances which the Seller shall have an absolute obligation to cure at its expense); provided, however, that if the Seller fails or refuses to effect a cure reasonably satisfactory to the Buyer, then either Buyer or Seller shall have the right to terminate this Agreement without liability to the other. In addition, the Seller shall have an absolute obligation to cure any title defect, exception to title, or other Encumbrance occurring September 9, 2004 (Wire) from the date of the Title Commitment and the Existing Survey. Buyer is solely responsible for obtaining any updated title commitments, surveys, or any other title related matters Buyer desires with respect to the Assets at Buyer’s sole Effective Time. The cost and expense. Buyer shall have until not later than 5:00 p.m. Eastern Time on the date that is no later than ten of such title insurance (10including premiums) days prior to the end of the Due Diligence Period (the “Title Report Objection Date”), to notify Seller’s attorney in writing (the “Title Report Objection Notice”) as to any items shown on the Title Commitment (as updated if applicable) that Buyer believes are not Permitted Exceptions. Buyer’s failure to timely deliver the Title Report Objection Notice on or prior to the 5:00 p.m. Eastern Time on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance of the Title Commitment and Buyer shall be deemed to have unconditionally waived any right to object to any matters set forth therein. If Buyer timely delivers a Title Report Objection Notice, Seller shall have seven (7) days after receipt of such notice to notify Buyer (i) that Seller will remove or cause to be removed such objectionable exceptions from title on or before borne by the Closing, in which case the provisions of subsection 8.3(b) shall apply; or (ii) that Seller elects not to cause such exceptions to be removed at which time Buyer may elect, prior to the end of the Due Diligence Period, to accept the Title in its current condition or terminate this Agreement in which event the Deposit shall be promptly delivered to Seller and the parties shall have no further obligations to each other except for those that expressly survive the termination of this Agreement. Nothing in this subsection shall require Seller, despite any election by Seller to attempt to discharge any title exceptions, to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, other than with respect to the Pre-Effective Date Seller Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant to Section 8.3 of this AgreementBuyer.

Title Commitment and Survey. 3.1. Seller has delivered an ALTA or comparable title commitment for an owner's standard title insurance policy issued by Near North National Title Corporation (the "Initial Title Insurer"), as agent for First American Title Insurance Company for each Real Property (the "Title Commitments"), and copies of all documents of record creating exceptions to coverage ("Documents of Record"). At the request of Purchaser, the Title Commitments are being purchased and assumed by American Title Corporation (the "Title Insurer"), a subsidiary and agent for Lawyers Title Insurance Company. For purposes of this Agreement, "Permitted Exceptions" as to each of the Real Properties shall mean: (a) Buyer has received general real estate taxes, association assessments, special district taxes and reviewed a copy related charges not yet due and payable (which shall be prorated as hereinafter specified); (b) matters caused by the actions of Purchaser; (c) the Title Commitment Leases; and the Existing Survey. Buyer is solely responsible for obtaining any updated (d) those matters affecting title commitments, surveys, or any other title related matters Buyer desires with respect to the Assets at Buyer’s sole cost and expense. Buyer shall have until not later than 5:00 p.m. Eastern Time on the date that is no later than ten (10) days prior to the end of the Due Diligence Period (the “Title Report Objection Date”), to notify Seller’s attorney in writing (the “Title Report Objection Notice”) as to any items shown on the Title Commitment (as updated if applicable) that Buyer believes Real Properties which are not Permitted established as "Unpermitted Exceptions. Buyer’s failure to timely deliver the Title Report Objection Notice on or prior to the 5:00 p.m. Eastern Time on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance of the Title Commitment and Buyer shall be deemed to have unconditionally waived any right to object to any matters set forth therein. If Buyer timely delivers a Title Report Objection Notice, Seller shall have seven (7) days after receipt of such notice to notify Buyer (i) that Seller will remove or cause to be removed such objectionable exceptions from title on or before the Closing, in which case the provisions of subsection 8.3(b) shall apply; or (ii) that Seller elects not to cause such exceptions to be removed at which time Buyer may elect, prior to the end of the Due Diligence Period, to accept the Title in its current condition or terminate this Agreement in which event the Deposit shall be promptly delivered to Seller and the parties shall have no further obligations to each other except for those that expressly survive the termination of this Agreement. Nothing in this subsection shall require Seller, despite any election by Seller to attempt to discharge any title exceptions, to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, other than with respect to the Pre-Effective Date Seller Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances " (as hereinafter defined) by Purchaser pursuant to Section 8.3 Paragraph 5.2 herein. The Title Commitments shall be conclusive evidence of this Agreementgood title as therein shown as to all matters to be insured by the title policy for the respective Real Property, subject only to the exceptions therein stated. On the Closing Date, Title Insurer shall deliver to Purchaser an ALTA or comparable title policy for the Real Properties in amounts equal to the Schedule Price of each Real Property in conformance with the Title Commitments, subject to Permitted Exceptions and Unpermitted Exceptions waived by Purchaser (the "Title Policy"). Seller shall pay for costs of the Title Commitments, Title Policies, and extended coverage on the Title Policies which would have been charged by Initial Title Insurer, and Purchaser shall pay for the cost of any additional endorsements to, or extended coverage on, the Title Policies, and any costs of the Title Commitments, Title Policies and extended coverage on the Title Policies which exceed the costs that would have been charged by Initial Title Insurer, and a cancellation fee to Initial Title Insurer equal to $150.00 per Property plus reasonable expenses.

Title Commitment and Survey. (a) Buyer has received and reviewed a copy Purchaser, at Purchaser’s option, shall use commercially reasonable efforts to obtain the following prior to the expiration of the Due Diligence Period: (i) an updated real property survey for the Facility (the “Survey”), and (ii) a title commitment for the Facility (the “Title Commitment”), issued by a national title company selected by Purchaser (the “Title Company”), which Title Commitment shall contain a commitment by the Title Company to issue to Purchaser a title insurance policy on an extended coverage ALTA Owner’s form, in form and substance reasonably acceptable to Purchaser (the Existing Survey. Buyer is solely responsible for obtaining any updated “Title Policy”) insuring the valid fee simple title commitments, surveys, or any other title related matters Buyer desires with respect to the Assets Facility. Seller will cause all standard exceptions to be deleted from the Title Policy at Buyerthe Closing, other than exceptions for (i) such itemized matters shown on the Survey to which Purchaser does not object pursuant to the provisions hereof and (ii) taxes for the year in which the Closing occurs which are not yet due and payable, and Seller will execute and deliver or otherwise obtain such documents and instruments as the Title Company shall require, including, without limitation, Seller’s sole cost affidavits and expensegap indemnities. Buyer Purchaser shall have until not later than 5:00 p.m. Eastern Time on the date that is no later than ten (10) days prior to the end expiration of the Due Diligence Period (the “Title Report Objection Date”), to notify Seller’s attorney in writing (the “Title Report Objection Notice”) as give written notice to any items shown on the Title Commitment (as updated if applicable) that Buyer believes are not Permitted Exceptions. Buyer’s failure Seller accepting or objecting to timely deliver the Title Report Objection Notice on or prior to the 5:00 p.m. Eastern Time on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance of the Title Commitment and Buyer Survey, with any such notice of objection specifying the exceptions or other matters to which Purchaser objects. The failure of Purchaser to object to any matter reflected in the Title Commitment or Survey prior to the expiration of the Due Diligence Period shall cause such matter to become a Permitted Encumbrance; provided, however, Seller shall be deemed unconditionally obligated to pay any outstanding indebtedness evidenced by, and cause the release of any lien, mortgage, deed of trust, deed to secure debt, security agreement, judgment, tax lien or other encumbrance affecting the Assets and capable of being released through or as a result of the payment of money (collectively, “Monetary Encumbrances”) irrespective of whether Purchaser objects to same unless and only to the extent that such obligation is waived in writing by Purchaser. Notwithstanding the foregoing, Purchaser shall not have unconditionally waived any the right to object to any matters set forth thereincreated or consented to in separate written consent by Purchaser, all of which shall be deemed to be “Permitted Encumbrances” hereunder. If Buyer timely delivers a Purchaser objects to any encumbrance or other matter reflected in the Title Report Objection NoticeCommitment or Survey, Seller shall have seven ten (710) days after receipt Business Days from the date of the notice of such objection within which to cure the same (which cure may be effected by payment and discharge of the objectionable item or by causing the Title Company to remove the same as an exception or affirmatively insure over such item provided such affirmative insurance shall be reasonably satisfactory to Purchaser and any lender of Purchaser and sufficient, in Purchaser’s reasonable judgment, to adequately address Purchaser’s and any lender’s concerns with respect to such matter) and in the event Seller shall fail or refuse to do so within said ten (10) Business Day period, Purchaser shall have five (5) Business Days thereafter in which to advise Seller in writing of Purchaser’s election (x) to make such payments as are necessary to effect releases of such claims Seller is not prepared to cure and to proceed to Closing or (y) to terminate this Agreement by notice to notify Buyer (i) that Seller will remove or cause to be removed such objectionable exceptions from title on or before the ClosingSeller, in which case the provisions of subsection 8.3(bDeposit shall be refunded to Purchaser, and neither party shall have any further rights, duties or obligations hereunder or (z) to extend the Closing Date for a period not to exceed thirty (30) days to enable Purchaser or Seller to so cure; provided, however, (i) Purchaser shall apply; or have the right, but shall not be obligated, to cure such matters, (ii) that Seller elects not if neither party cures such matters in said thirty (30) day period, Purchaser shall again have the right to cause such exceptions to be removed at which time Buyer may elect, prior to the end of the Due Diligence Period, to accept the Title in its current condition or terminate this Agreement Agreement, in which event case the Deposit shall be promptly delivered refunded to Seller Purchaser, and the parties neither party shall have no any further rights, duties or obligations hereunder and (iii) any such extension shall not limit or affect Seller’s absolute obligation hereunder to each other except for those cure all Monetary Encumbrances. In the event that expressly survive the termination of this Agreement. Nothing in this subsection shall require Seller, despite any election by Seller to attempt to discharge any title exceptions, to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, other than with respect update to the Pre-Effective Title Commitment prior to or on the Closing Date reveals any new matter not previously shown or disclosed on the prior Title Commitment, then Purchaser will have the same rights of objection, termination and extension of the Closing Date, and Seller Encumbranceswill have the same obligations of cure, Post Effective Date Monetary Encumbrances as set forth above. In the event Seller undertakes or commits to cure any item to which Purchaser objects and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant does not cure the same on or before Closing, completion of such cure to Section 8.3 of this AgreementPurchaser’s satisfaction shall be a condition to Purchaser’s obligation to close the transaction contemplated herein.

Title Commitment and Survey. (a) Buyer has received and reviewed a copy In the event (i) the Survey (including any update of the Survey) shows any easement, right-of-way, encroachment, conflict, protrusion or other matter affecting the Property that is unacceptable to Purchaser, or (ii) any exceptions appear in the Title Commitment and the Existing Survey. Buyer is solely responsible for obtaining any updated title commitmentsthat are unacceptable to Purchaser, surveysPurchaser shall, or any other title related matters Buyer desires with respect to the Assets at Buyer’s sole cost and expense. Buyer shall have until not later than 5:00 p.m. Eastern Time on the date that is no later than within ten (10) days prior to the end after receipt of the Due Diligence Period (the “Title Report Objection Date”)Survey, to notify Seller’s attorney in writing (the “Title Report Objection Notice”) as to any items shown on the Title Commitment (as updated if applicable) that Buyer believes are not Permitted Exceptions. Buyer’s failure to timely deliver the Title Report Objection Notice on or prior to the 5:00 p.m. Eastern Time on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance of the Title Commitment and Buyer copies of all documents referred to as exceptions in the Title Commitment, notify Seller in writing of such facts and the reasons therefor ("PURCHASER'S OBJECTIONS"). Upon the expiration of said ten (10) day period, except for Purchaser's Objections if same are timely raised, Purchaser shall be deemed to have unconditionally waived any right accepted the form and substance of the Survey, all matters shown thereon, all exceptions to object to any matters set forth thereinthe Title Commitment and other items shown thereon. If Buyer timely delivers a Title Report Objection NoticePurchaser shall deliver Purchaser's Objections as aforesaid, Seller shall have seven shall, within five (75) days after receipt of the same, notify Purchaser in writing whether Seller intends to attempt to either (a) cause any of Purchaser's Objections to be removed, (b) have the Title Company issue a title endorsement insuring against damage and loss caused by any of Purchaser's Objections (which endorsement shall be subject to the review and approval of Purchaser), or (c) take no further action regarding such Purchaser's Objections in which event, subject to the immediately following sentence, such Purchaser's Objections shall become a Permitted Encumbrances (as defined below). If Seller elects, or is deemed to have elected, item (c) above with respect to any or all of Purchaser's Objections, or if Seller is unable to remove Purchaser's Objection or cause Title Company to issue an endorsement notwithstanding Seller's agreement to attempt to cure such objection, then Purchaser shall have the right, by delivering notice to notify Buyer Seller within the earlier to occur of (i) that Seller will remove or cause to be removed such objectionable exceptions from title on or before the Closing, in which case the provisions of subsection 8.3(b) shall apply; or (ii) ten (10) days after Seller delivers (or is deemed to have delivered) written notice to Purchaser that Seller elects not intends to cause such exceptions take no further action with respect to be removed at which time Buyer may elect, prior to the end of the Due Diligence PeriodPurchaser's Objections, to accept the Title in its current condition or either (i) terminate this Agreement Agreement, in which event the Deposit Xxxxxxx Money shall be promptly delivered immediately returned to Purchaser and neither party shall have any obligations hereunder other than the Surviving Obligations, or (ii) waive its objection and accept title to the Property subject to such Purchaser's Objection(s). Seller's failure to notify Purchaser within the aforementioned five (5) day period of which foregoing course of action Seller and the parties elects to take with respect to Purchaser's Objections shall be deemed to be Seller's election of item (c) above. Except as set forth below in SECTION 4.1.3 of this Agreement, Seller shall have no further obligations to each other except for those that expressly survive the termination of this Agreement. Nothing in this subsection shall require Seller, despite take any election by Seller to attempt to discharge any title exceptions, to take steps or bring any action or proceeding or otherwise to incur any other steps effort or expense whatsoever to remove eliminate or modify any title of the Purchaser's Objections. (b) The term "PERMITTED ENCUMBRANCES" as used herein includes: (i) any easement, right of way, encroachment, conflict, discrepancy, overlapping of improvements, protrusion, lien, encumbrance, restriction, condition, covenant, exception or to expend any moneys therefor, other than matter with respect to the Pre-Effective Date Seller Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances (as hereinafter defined) Property that is reflected or addressed on the Survey or the Title Commitment to which Purchaser fails to timely object pursuant to Section 8.3 4.1.2(a) of this Agreement; (ii) any Purchaser's Objection that remains uncured, for whatever reason, at the earlier to occur of (A) Closing hereunder or (B) ten (10) days after Seller notifies Purchaser that Seller is unwilling or unable to cure or modify Purchaser's Objections to the reasonable satisfaction of Purchaser; and (iii) the rights and interests of parties claiming under the Leases described on the rent roll delivered to Purchaser pursuant to SECTION 4.1(d) and new leases executed after the Effective Date pursuant to SECTION 9.1(b) of this Agreement.

Title Commitment and Survey. (a) Buyer has received In the event (i) the Survey shows any easement, right-of-way, encroachment, conflict, protrusion or other matter materially affecting the use or value of the Property that is reasonably unacceptable to Purchaser, or (ii) any encumbrances, defects or other exceptions appear in the Title Commitment other than the standard printed exceptions set forth in the standard ALTA form of commitment for title insurance that is reasonably unacceptable to Purchaser (each a “Title Defect”), Purchaser shall on or before the expiration of the Approval Period (the “Objection Period Expiration”) notify Seller in writing of such Title Defect and reviewed a copy the reasons therefor (“Purchaser’s Objections”). Any item(s) reflected on Schedule B of the Title Commitment and the Existing Survey. Buyer is solely responsible for obtaining any updated title commitments, surveys, or any other title related matters Buyer desires with respect to the Assets at Buyer’s sole cost and expense. Buyer shall have until not later than 5:00 p.m. Eastern Time otherwise reflected on the date Survey that is no later than ten (10) days are then not raised as part of Purchaser’s Objections prior to the end of Objection Period Expiration shall be deemed expressly accepted by Purchaser, and the Due Diligence Period (the “Title Report Objection Date”), to notify Seller’s attorney form and substance by which said items are reflected in writing (the “Title Report Objection Notice”) as to any items shown on the Title Commitment and/or Survey, as applicable, shall further be deemed approved and acceptable to Purchaser. Upon Seller’s receipt of Purchaser’s Objections, Seller shall have a period of three (as updated if applicable3) that Buyer believes are Business Days from the receipt thereof to determine and notify Purchaser in writing of whether or not Permitted Exceptions. BuyerSeller is electing to eliminate or cure the item(s) raised under Purchaser’s failure to timely deliver the Title Report Objection Notice on or prior to the 5:00 p.m. Eastern Time on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance of the Title Commitment and Buyer Objections, failing which Seller shall be deemed to have unconditionally waived elected not to cure any right of Purchaser’s Objections. Notwithstanding anything to object to any matters set forth therein. If Buyer timely delivers a Title Report Objection Noticethe contrary contained herein, Seller shall have seven (7) days after receipt of such notice to notify Buyer (i) that Seller will remove or cause to be removed such objectionable exceptions from title on or before the Closing, in which case the provisions of subsection 8.3(b) shall apply; or (ii) that Seller elects not to cause such exceptions to be removed at which time Buyer may elect, prior to the end of the Due Diligence Period, to accept the Title in its current condition or terminate this Agreement in which event the Deposit shall be promptly delivered to Seller and the parties shall have no further obligations to each other except for those that expressly survive the termination of this Agreement. Nothing in this subsection shall require Seller, despite take any election by Seller to attempt to discharge any title exceptions, to take steps or bring any action or proceeding or otherwise to incur any effort or expense whatsoever to eliminate, cure or modify any of the Purchaser’s Objections, provided however, Seller shall satisfy at or prior to Closing all mortgage liens, mechanics’ and materialmens’ liens and all other steps liens against the Property of a liquidated amount, including any interest, penalties and fees associated therewith (each a “Monetary Lien”). Seller shall be deemed to remove have cured a Monetary Lien if same has been removed from title through the posting of a bond or the issuance of an endorsement by the Title Company insuring over said item. In the event Seller is unable or unwilling to eliminate, cure or modify all of Purchaser’s Objections to the reasonable satisfaction of Purchaser, Purchaser may (as its sole and exclusive remedy) terminate this Agreement by delivering written notice thereof to Seller within two (2) Business Days after Seller notifies Purchaser of its election (or Seller being deemed to have elected) to not cure one or more of Purchaser’s Objections; in which event, the Xxxxxxx Money in full shall be refunded and released to Purchaser, and neither party shall have any title exception or to expend any moneys therefor, obligations hereunder other than with respect the Surviving Obligations. Notwithstanding anything contained in this Section 4.1.2 to the Pre-Effective Date Seller Encumbrancescontrary, Post Effective Date Monetary Encumbrances in the event Purchaser does not receive all items to be delivered to Purchaser under Section 4.1(a), (b) and Post Effective Date Seller Encumbrances (c) in the time frame set forth therein, Purchaser’s rights shall be to terminate this Agreement as hereinafter defined) pursuant to set forth in Section 8.3 4.1, and such rights shall not be modified or extended by the terms of this AgreementSection 4.1.2. PURCHASE AND SALE AGREEMENT Page 8 Upon such termination, the full amount of the Xxxxxxx Money held by the Escrow Agent shall be refunded and released to Purchaser.

Title Commitment and Survey. (a) Buyer has received previously obtained, or shall use commercially reasonable efforts to obtain, within thirty (30) days following the date hereof, an ALTA title commitment (the “Title Commitment”) issued by a title company reasonably satisfactory to Buyer (the “Title Company”), showing Seller as the record title owner in fee, or leasehold, as applicable, of the Real Estate, pursuant to the terms of which the Title Company agrees to issue to or for the benefit of Buyer (i) an extended coverage ALTA Owner’s and reviewed a copy Lessee’s Policy of Title Insurance (2006 form) (the “Title Policy”) at Closing, including such endorsements as Buyer shall reasonably require, in an amount allocable to the value of the Real Estate as determined by Buyer, insuring valid and enforceable leasehold interest in the Leased Real Property and good and marketable fee simple interest to the Included Real Property subject only to the Permitted Encumbrances. (b) The expense of obtaining the Title Commitment and the Existing Survey. Buyer is solely responsible for obtaining any updated title commitments, surveys, or any other title related matters Buyer desires with respect to the Assets at shall be borne by Buyer’s sole cost and expense. Buyer shall be responsible for determining which, if any, title endorsements to the Title Policy it may desire to obtain at Closing and shall coordinate directly with the Title Company in regard to such determination. Seller shall grant and shall use commercially reasonable efforts exercised in good faith to cause the applicable Included Joint Ventures and UPMC to grant good faith, reasonable cooperation to the Title Company and Buyer to facilitate the issuance of such endorsements as Buyer may require. (c) Buyer shall have until not later than 5:00 p.m. Eastern Time on previously obtained or shall use commercially reasonable efforts to obtain within forty-five (45) days after the date that is no later than hereof, an ALTA (2011 standard) survey of the land (which shall cover all of the Real Estate and the Included Joint Ventures Real Estate which Buyer shall have elected to cause to be surveyed), improvements, and appurtenances constituting all or a portion of the Real Estate (the “Survey”). The expense of obtaining the Survey shall be borne by Xxxxx. (d) Buyer shall have ten (10) business days prior to after the end later of (i) the date of Buyer’s receipt of the Due Diligence Period Title Commitment, including copies of each and every document shown as an exception on the Title Commitment, and (ii) the “Title Report Objection Date”date of Buyer’s receipt of the Survey (which shall cover all of the Real Estate which Buyer shall have elected to cause to be surveyed and covered by the Survey), and (iii) the date of this Agreement by which to notify Seller’s attorney in writing (the “Title Report Objection Notice”) as Seller of any objections Buyer has to any items matters shown on the Title Commitment or the Survey (as updated if applicable) that the “Title/Survey Review Period”). All such objections raised by Buyer believes are not Permitted Exceptions. hereafter called “Buyer’s failure to timely deliver the Title Report Objection Notice on or prior to the 5:00 p.m. Eastern Time on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance of the Title Commitment and Buyer shall be deemed to have unconditionally waived any right to object to any matters set forth thereinObjections”. If Buyer timely delivers a Title Report Objection Notice, Seller shall have seven (7) days after receipt of such notice use commercially reasonable efforts to notify Buyer (i) that Seller will remove cure or cause to be removed such objectionable exceptions from title on cured Buyer’s Objections to Buyer’s satisfaction, or before the Closing, agree irrevocably in which case the provisions of subsection 8.3(b) shall apply; writing to cure or (ii) that Seller elects not to cause such exceptions to be removed cured such Objections to Buyer’s satisfaction at which time Buyer may elect, or prior to Closing (so that the Title Company agrees to remove the exception forming the basis of Buyer’s Objection from the Title Policy as the case may be or insure or endorse over (by endorsement satisfactory to Buyer) such matter in either of such policies, or if the basis of Buyer’s Objection is not contained in the Title Commitment, otherwise to Buyer’s satisfaction), during the period of time (the “Cure Period”) ending on the tenth (10th) business day after Seller’s receipt of notice of Xxxxx’s Objections. In the event Seller is unable, despite using commercially reasonable efforts, to cure or cause to be cured any of Buyer’s Objections to Xxxxx’s satisfaction within the Cure Period (or agrees in writing to do so at or prior to Closing and fails to do so), then either (i) this Agreement may be terminated in its entirety by Xxxxx’s giving Seller written notice of such termination not later than the fifth (5th) business day following the end of the Due Diligence Cure Period, to accept the Title in its current condition or terminate this Agreement in which event the Deposit shall be promptly delivered to Seller and the parties shall have no further obligations to each other except for those that expressly survive the termination of this Agreement. Nothing in this subsection shall require Seller, despite any election by Seller to attempt to discharge any title exceptions, to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, other than with respect to any Buyer’s Objections that Seller agrees to cure or cause to be cured by Closing and fails to cure or cause to be cured by Closing, by written termination given on the Pre-Effective Closing Date Seller Encumbrances(as applicable, Post Effective Date Monetary Encumbrances the “Termination Period”) and Post Effective Date Seller thereafter all parties shall be released and relieved of all further obligations, liabilities or claims hereunder (except as otherwise expressly provided herein); (ii) any such Buyer’s Objections may at Buyer’s election be waived in writing by or on behalf of Buyer; or (iii) Buyer may elect to cure said Buyer’s Objections at Buyer’s expense and deduct from the Purchase Price at Closing the cost of any Mandatory Cure Encumbrances (as hereinafter defined) pursuant Buyer elects to cure after Seller’s failure to cure such Mandatory Cure Encumbrances. Any encumbrances or exceptions which are set forth as exceptions in the Title Commitment or shown on the Survey and to which Buyer does not object on or prior to the last day of the Title/Survey Review Period (or which are thereafter waived in writing by Buyer) shall be deemed to be Permitted Encumbrances; provided, however, that none of the Mandatory Cure Encumbrances shall be Permitted Encumbrances. (e) Notwithstanding anything in this Section 8.3 6.10 to the contrary, Seller shall be obligated to cure and/or satisfy to the reasonable satisfaction of Buyer and the Title Company (so that such item is removed as an exception to the Title Policy), (i) any judgment, mortgage liens, or mechanic’s and materialmen’s liens arising through or under Seller or any of Seller’s predecessors in title; (ii) any consensual liens or encumbrances agreed to by or arising through or under Seller, without Xxxxx’s written consent on or after the date of this Agreement; and (iii) any real estate Taxes or special assessments due and payable prior to the Closing, except to the extent constituting Assumed Liabilities under this Agreement (collectively, the “Mandatory Cure Encumbrances”).

Title Commitment and Survey. a. Attached hereto as Exhibit D is a title commitment dated December 22, 1996 (a"Title Commitment") Buyer has received for an owner's standard coverage title insurance policy ("Title Policy") issued by Chicago Title Insurance Company ("Title Insurer"). The owner's Title Policy issued at Closing will be in the amount of the Purchase Price subject only to real estate taxes not yet due and reviewed payable and the special title exceptions set forth in Schedule B-Section 2, Numbers 2f and 5 through 11 inclusive of the Title Commitment. All of the above are herein referred to as the "Permitted Exceptions". Seller agrees that on or prior to the Closing, it shall have complied with all of the requirements of the Seller in the Title Commitment in order to enable the Title Insurer to delete those requirements from the Owner's Title Policy. On the Closing Date, Seller shall cause the Title Insurer to issue the Title Policy or a copy of "marked up" commitment in conformity with the Title Commitment and a simultaneous issue of a mortgage title policy for an additional premium of $200.00. Purchaser shall pay the Existing costs of the Title Policy, including "extended coverage" and any special endorsements which Purchaser requires. The title insurance premiums shall not exceed the minimum promulgated rate established for the Title Insurer under Florida law. b. Purchaser acknowledges receipt of a survey ("Survey") of the Property prepared by C.C.L. Consultants, Inc. revised as of April 23, 1996 and Purchaser approves all of the matters set forth on the Survey. Buyer is solely responsible for obtaining any If Purchaser requires an updated title commitmentsSurvey, surveys, or any other title related matters Buyer desires with respect to the Assets at Buyer’s sole cost and expense. Buyer Purchaser shall have until not later than 5:00 p.m. Eastern Time on the date that is no later than order same within ten (10) days prior to after the end of the Due Diligence Period (the “Title Report Objection Date”), to notify Seller’s attorney in writing (the “Title Report Objection Notice”) as to any items shown on the Title Commitment (as updated if applicable) that Buyer believes are not Permitted Exceptions. Buyer’s failure to timely deliver the Title Report Objection Notice on or prior to the 5:00 p.m. Eastern Time on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance of the Title Commitment and Buyer shall be deemed to have unconditionally waived any right to object to any matters set forth therein. If Buyer timely delivers a Title Report Objection Notice, Seller shall have seven (7) days after receipt of such notice to notify Buyer (i) that Seller will remove or cause to be removed such objectionable exceptions from title on or before the Closing, in which case the provisions of subsection 8.3(b) shall apply; or (ii) that Seller elects not to cause such exceptions to be removed at which time Buyer may elect, prior to the end of the Due Diligence Period, to accept the Title in its current condition or terminate this Agreement in which event the Deposit shall be promptly delivered to Seller and the parties shall have no further obligations to each other except for those that expressly survive the termination execution of this Agreement. Nothing in Purchaser shall confirm the cost thereof prior to ordering same. Purchaser and Seller shall equally share the cost of the updated Survey. However, if Purchaser requires any additional survey work, Purchaser shall pay for the cost of such additional work. If the updated Survey discloses matters which are not reflected on the original Survey and such matters are encroachments over utility easements or setback lines or violations of front, rear or sideyard setbacks or are otherwise material ("Survey Defects"), then Purchaser can elect to terminate this subsection Agreement upon notice delivered to Seller by Purchaser within five (5) days after Purchaser's receipt of the updated Survey. If Purchaser fails to make the election within the aforesaid five (5) days, then it shall require Seller, despite any election by Seller to attempt to discharge any title exceptions, be conclusively presumed that Purchaser has elected to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, other than with respect to the Pre-Effective Date Seller Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances (as hereinafter defined) Property subject to the Survey Defects. If Purchaser elects to terminate this Agreement pursuant to Section 8.3 of this AgreementParagraph, then the Earnest Money plus all accrued ixxxxxxx shall be delivered to Purchaser.

Title Commitment and Survey. (a) Buyer has received and reviewed a copy of Seller shall order the Title Commitment and Survey and cause the Existing Survey. Buyer is solely responsible for obtaining any updated title commitmentssame to be delivered to Purchaser as promptly as reasonably practicable, surveys, or any other title related matters Buyer desires with respect to the Assets at Buyer’s sole cost and expense. Buyer shall have until but not later than 5:00 p.m. Eastern Time on thirty-five (35) days after the date Effective Date. In the event (i) the Survey shows any easement, right-of-way, encroachment, conflict, protrusion or other matter affecting the Property that is no later unacceptable to Purchaser, or (ii) any exceptions appear in the Title Commitment other than the standard printed exceptions set forth in the standard form of Commitment for Title Insurance in use in the State, that are unacceptable to Purchaser, Purchaser shall within ten (10) days prior to the end after receipt of the Due Diligence Period (Survey and the “Title Report Objection Date”)Commitment, to notify Seller’s attorney Seller in writing of such facts and the reasons therefor ("Purchaser's Objections"). Upon the “Title Report Objection Notice”expiration of said ten (10) as to any items shown on the Title Commitment (as updated day period, except for Purchaser's Objections if applicable) that Buyer believes same are not Permitted Exceptions. Buyer’s failure to timely deliver the Title Report Objection Notice on or prior to the 5:00 p.m. Eastern Time on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance of the Title Commitment and Buyer raised, Purchaser shall be deemed to have unconditionally waived any right accepted the form and substance of the Survey and the Title Commitment. Notwithstanding anything to object to any matters set forth therein. If Buyer timely delivers a Title Report Objection Noticethe contrary contained herein, Seller shall have seven (7) days after receipt of such notice to notify Buyer (i) that Seller will remove or cause to be removed such objectionable exceptions from title on or before the Closing, in which case the provisions of subsection 8.3(b) shall apply; or (ii) that Seller elects not to cause such exceptions to be removed at which time Buyer may elect, prior to the end of the Due Diligence Period, to accept the Title in its current condition or terminate this Agreement in which event the Deposit shall be promptly delivered to Seller and the parties shall have no further obligations to each other except for those that expressly survive the termination of this Agreement. Nothing in this subsection shall require Seller, despite take any election by Seller to attempt to discharge any title exceptions, to take steps or bring any action or proceeding or otherwise to incur any other steps effort or expense whatsoever to remove eliminate or modify any title exception of the Purchaser's Objections. Seller may, within five (5) days after receipt of written notice of Purchaser's Objections ("Seller's Cure Period"), deliver to Purchaser written notice ("Seller's Cure Notice") setting forth which of Purchaser's Objections Seller will endeavor to cure prior to the Closing Date and which of Purchaser's Objections Seller cannot or does not intend to expend cure. If Seller has not given Seller's Cure Notice by the end of Seller's Cure Period, Seller shall be deemed to have given notice that it does not intend to cure any moneys thereforof Purchaser's Objections. If by the later of (i) the end of the Approval Period or (ii) the end of Seller's Cure Period, Seller has not cured or undertaken to cure all of Purchaser's Objections to the reasonable satisfaction of Purchaser, Purchaser may (as its sole and exclusive remedy) terminate this Agreement by delivering written notice thereof to Seller not later than the fifth (5th) day after the expiration of the Approval Period or the Seller's Cure Period, whichever is later. If one (1) business day prior to the Closing Date, Seller has not cured to the reasonable satisfaction of Purchaser all of Purchaser's Objections which Seller has in Seller's Cure Notice undertaken to cure, Purchaser may (as its sole and exclusive remedy) terminate this Agreement by written notice to Seller on the Closing Date. In the event of a termination of this Agreement by Purchaser under this Section 5.1.2, the Earnxxx Xxxey shall be returned to Purchaser, and neither party shall have any further obligations hereunder other than with respect to the Pre-Effective Date Seller Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant to Section 8.3 of this AgreementSurviving Obligations.

Title Commitment and Survey. (a) Buyer has received Attached hereto as Exhibit E is an updated Commitment for Title Insurance Order No. 71075069-X59 dated July 16, 2009 (“Title Commitment”) for an owner’s CLTA standard coverage title insurance policy (“Title Policy”) issued by Chicago Title Insurance Company, with cooperation from Partners Title Company (“Title Insurer”). The owner’s Title Policy issued at Closing will be an ALTA 2006 owner’s policy in the amount of the Purchase Price, dated effective as of the Closing Date, subject only to: (i) real estate taxes and reviewed a copy assessments not yet due and payable; (ii) existing leases; and (iii) those title exceptions set forth in Schedule B of the Title Commitment that are: (A) not objected to by Purchaser within the time or manner set forth in this Agreement, or (B) after such objection, are not timely cured (or timely agreed to be cured) by Seller and ultimately waived by Purchaser in accordance with this Agreement. All of the above are herein referred to as the “Permitted Exceptions”. Purchaser has delivered a notice to Seller in the form of a letter dated March 19, 2009, from Purchaser’s counsel (“Purchaser’s Notice”, a copy of which is attached hereto as Exhibit E-1) pertaining to an earlier version of the Title Commitment dated February 13, 2009 (“Initial Title Commitment”) which lists those title matters in the Initial Title Commitment that are not approved by Purchaser (“Unpermitted Exceptions”). Seller has responded to the Purchaser’s Notice by a letter dated July 22, 2009 (“Seller’s Reply”, a copy of which is attached hereto as Exhibit E-2) and included therewith the revised Title Commitment attached hereto as Exhibit E issued by the Title Company. Purchaser issued a response letter dated July 29, 2009 (“Purchaser’s Revised Notice”, a copy of which is attached hereto as Exhibit E-3) setting forth Purchaser’s remaining Unpermitted Exceptions (“Purchaser’s Updated Title Objections”) based upon Seller’s Reply and the Existing SurveyTitle Commitment. Buyer Seller responded to Purchaser’s Revised Notice on August 3, 2009 (“Seller’s Response”, a copy of which is solely responsible for obtaining any updated attached hereto as Exhibit E-4). Subject to Purchaser’s rights under Xxxxxxxxx 00, Xxxxxxxxx has approved all of the title commitmentsexceptions set forth in Schedule B of the Title Commitment as described in subparagraph (iii) above as modified by Purchaser’s Notice, surveysPurchaser’s Revised Notice, or any other Seller’s Reply and Seller’s Response and agrees, subject to Purchaser’s rights under Paragraph 20 hereof, to take title related matters Buyer desires to the Property subject to those Unpermitted Exceptions as modified by Seller’s Reply and Seller’s Response. Seller shall be obligated to comply with the terms of Seller’s Reply and Seller’s Response with respect to the Assets Title Commitment; provided, however, Seller has disclosed to Purchaser that Seller has not caused the filtration units and filter inserts at Buyerthe Property to be inspected and maintained in accordance with the Master Covenant and Agreement Regarding On-Site BMP Maintenance recorded as against the Property on December 14, 2004 as Document 04 3220985 (“BMP Maintenance Covenant”). Notwithstanding the foregoing, no exceptions or liens related to financing on the Property or other liens of a definite and ascertainable amount will be considered Permitted Exceptions, and Seller shall Cure such items accordingly by fully paying for such items on or prior to the Closing Date or bonding around such items (but not by insuring over) in a manner acceptable to Purchaser in Purchaser’s sole and absolute discretion on or prior to the Closing Date. If any update to the Title Commitment discloses matters which are not reflected on the Title Commitment and Purchaser objects to the same (an “Additional Title Exception”), Purchaser shall give notice (“Purchaser’s Additional Notice”) to Seller of such Additional Title Exception within three (3) business days after the receipt of such update. Seller shall have three (3) business days after receipt of Purchaser’s Additional Notice (the “Additional Title Cure Period”) to either (i) have the Additional Title Exceptions removed from the Title Commitment, or (ii) obtain a commitment from the Title Insurer to “insure over” the Additional Title Exceptions to Purchaser’s satisfaction, or (iii) commit to “bond over” the Additional Title Exceptions to Purchaser’s satisfaction (collectively, “Additional Title Cure”). If, during the Additional Title Cure Period, Seller does not perform the Additional Title Cure or commit to perform the Additional Title Cure all of the Additional Title Exceptions, then Purchaser can, within three (3) business days after the expiration of the Additional Title Cure Period, elect to either take title to the Property subject to such uncured Additional Title Exceptions or terminate this Agreement and receive a full refund of the Xxxxxxx Money. Purchaser’s failure to deliver Purchaser’s Additional Notice shall be conclusive evidence that Purchaser has approved all of the Additional Title Exceptions set forth in Schedule B of the updated Title Commitment as described above, and its failure to terminate this Agreement within three (3) business days after expiration of the Additional Title Cure Period shall be deemed an election by Purchaser to take title to the Property subject to the Additional Title Exceptions as modified by Seller’s Additional Title Cure, if at all. The Title Commitment shall be conclusive evidence of good title as therein shown as to all matters insured by the policy, subject only to the Permitted Exceptions. On the Closing Date, Seller shall cause the Title Insurer to issue the Title Policy or a “marked up” commitment in conformity with the updated Title Commitment attached as Exhibit E hereto, as modified in accordance with this Paragraph 3(a) and subject only to the Permitted Exceptions, providing an irrevocable commitment by the Title Insurer to issue the Title Policy in accordance with this Agreement. Seller shall pay the costs of the Title Policy. Purchaser shall pay the additional costs of an “extended coverage” Title Policy and any special endorsements which Purchaser requires. (b) Purchaser acknowledges receipt of a survey of the Property, updated January 8, 2009, prepared by Xxxxxx & Xxxxxxxx Engineering (the “Survey”). Purchaser approves the Survey; provided, however, upon execution of this Agreement by Seller and Purchaser, Purchaser may request the surveyor to update the Survey, have it recertified to Purchaser and the Title Company and show additional items on the Survey as noted in Purchaser’s Notice with respect to the Survey, all of the foregoing at Purchaser’s sole cost and expense. Buyer shall have until If the revised Survey discloses matters which are not later than 5:00 p.m. Eastern Time reflected on the date Survey and demonstrate that the Property is no later than ten not in compliance with applicable building and zoning codes (10) days prior to the end of the Due Diligence Period (the a “Title Report Objection DateSurvey Defect”), to notify Seller’s attorney in writing Purchaser shall give notice (the “Title Report Objection Survey Defect Notice”) as to any items shown on the Title Commitment (as updated if applicable) that Buyer believes are not Permitted ExceptionsSeller of such Survey Defect. Buyer’s failure to timely deliver the Title Report Objection Notice on or prior to the 5:00 p.m. Eastern Time on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance of the Title Commitment and Buyer shall be deemed to have unconditionally waived any right to object to any matters set forth therein. If Buyer timely delivers a Title Report Objection Notice, Seller shall have seven five (75) business days after receipt of such Survey Defect Notice (“Survey Cure Period”) to either cure or commit to cure (“Survey Cure”) the Survey Defects or advise Purchaser that Seller will not cure the Survey Defects. If Seller fails to deliver written notice to notify Buyer Purchaser of its election to either cure or not cure the Survey Defects prior to the expiration of the Survey Cure Period, Seller will be deemed to have elected not to cure the Survey Defects. If Seller elects, or is deemed to have elected, not to cure one or more of the Survey Defects, then Purchaser shall have the right to terminate this Agreement within three (3) business days after expiration of the Survey Cure Period and receive a full refund of the Xxxxxxx Money Deposit. Purchaser’s failure to terminate this Agreement within three (3) business days after expiration of the Survey Cure Period shall be deemed an election by Purchaser to accept the Survey, as modified by Seller’s Survey Cure, if at all. (c) Purchaser shall pay for any additional work which Purchaser requires, except for those matters that Seller timely cures or commits to cure as provided herein. (d) If Purchaser terminates this Agreement pursuant to subparagraph (a) or (b) under this Paragraph 3, then the Xxxxxxx Money Deposit shall be returned to the Purchaser and this Agreement shall be terminated, and except as specifically provided for elsewhere in this Agreement, neither party shall have any further obligation or liability hereunder. (e) Notwithstanding the foregoing, in no event will either of the following be deemed a Permitted Exception: (i) any title matter (whether an Unpermitted Title Exception or an Additional Title Exception) to which Purchaser objects in accordance with the terms of this Agreement that Seller will remove Cures or cause commits to be removed such objectionable exceptions from title on Cure, or before the Closing, as otherwise set forth in which case the provisions of subsection 8.3(b) shall applyParagraph 20 hereof (unless expressly waived thereafter by Purchaser hereunder); or (ii) any Survey Defect that Seller elects not cures or commits to cause such exceptions to be removed at which time Buyer may electcure in accordance herewith; provided, prior to the end of the Due Diligence Periodhowever, to Purchaser shall accept the Title in its current condition or terminate this Agreement in which event the Deposit shall be promptly delivered to Seller all Unpermitted Exceptions and the parties shall all Survey Defects that have no further obligations to each other except for those that expressly survive the termination of this Agreement. Nothing in this subsection shall require Seller, despite any election by Seller to attempt to discharge any title exceptions, to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, other than with respect to the Pre-Effective Date Seller Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant to Section 8.3 of this Agreementbeen Cured.

Title Commitment and Survey. (a) Buyer has received and reviewed a copy of the Title Commitment and the Existing Survey. Buyer is solely responsible for obtaining any updated an ALTA title commitments, surveys, or any other title related matters Buyer desires with respect to the Assets at Buyer’s sole cost and expense. Buyer shall have until not later than 5:00 p.m. Eastern Time on the date that is no later than ten (10) days prior to the end of the Due Diligence Period commitment (the “Title Report Objection DateCommitment”), ) attached as Exhibit 6.9(a) issued to notify Seller’s attorney in writing Buyer by Fidelity National Title Insurance Company (the “Title Report Objection NoticeCompany”), showing Seller Group as the record title owner in fee, of the Included Real Property, pursuant to the terms of which the Title Company agrees to issue to or for the benefit of Buyer an extended coverage ALTA Owner’s and Lessee’s Policy of Title Insurance (2006 form) (the “Title Policy”) at Closing, in an amount allocable to the value of the Included Real Property as determined by Buyer, insuring good and marketable fee simple interest to the Included Real Property subject only to the Permitted Encumbrances. (b) The expense of obtaining the Title Commitment, including any items shown usual and customary title search fees imposed by the Title Company, shall be borne by Buyer. Buyer shall be responsible for determining which, if any, title endorsements to the Title Policy it may desire to obtain at Closing and shall coordinate directly with the Title Company in regard to such determination. Seller Group shall grant its good faith, reasonable cooperation to the Title Company and Buyer to facilitate the issuance of such endorsements as Buyer may require. (c) Buyer has obtained an ALTA (2011 standard) survey of the land, improvements, and appurtenances constituting all or a portion of the Included Real Property (the “Survey”) attached as Exhibit 6.9(c). The expense of obtaining the Survey shall be borne by Xxxxx. (d) The Buyer has raised those objections detailed on Schedule 6.9(d) regarding the title commitment (“Buyer’s Objections”). Seller Group shall use commercially reasonable efforts to assist the Buyer in resolving the Buyer’s Objections to Buyer’s reasonable satisfaction (so that the Title Company agrees to remove the exception forming the basis of Buyer’s Objection from the Title Policy or insure or endorse over (by endorsement satisfactory to Buyer) such matter in the Title Policy, or if the basis of Buyer’s Objection is not contained in the Title Commitment, otherwise to Buyer’s satisfaction), during the period of time (the “Cure Period”) ending on the Title Commitment twenty-fifth (25th) business day after the date of this Agreement. In the event any of Buyer’s Objections are not resolved to Buyer’s reasonable satisfaction within the Cure Period and such objection is reasonably likely to result in a Material Adverse Effect (i) this Agreement may be terminated in its entirety, as updated if applicable) Buyer’s sole and exclusive remedy, by Xxxxx’s giving Seller Group written notice of such termination not later than the expiration of the Cure Period, and, upon Xxxxx’s proper and timely notice thereof, thereafter all parties shall be released and relieved of all further obligations, liabilities or claims hereunder (except as otherwise expressly provided herein). In the event that Buyer believes are does not Permitted Exceptions. timely terminate this Agreement then all such Buyer’s failure to timely deliver the Title Report Objection Notice on or prior to the 5:00 p.m. Eastern Time on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance of the Title Commitment and Buyer Objections shall be deemed to have unconditionally waived be Permitted Encumbrances upon the expiration of the Cure Period. Without limitation of any right provision in this Section 6.9(d), (a) Seller Group and Buyer acknowledge and agree that Xxxxx’s attempts to object to any matters set forth therein. If Buyer timely delivers a Title Report Objection Notice, Seller shall have seven (7) days after receipt of such notice to notify Buyer (i) that Seller will remove or cause resolve certain Buyer’s Objections may require actions to be removed such objectionable exceptions from title on or before taken by Xxxxx following the Closing, in which case the provisions of subsection 8.3(b) shall apply; or (ii) that Seller elects not to cause such exceptions to be removed at which time Buyer may elect, prior to the end expiration of the Due Diligence PeriodCure Period (collectively, to accept the Title in its current condition or terminate this Agreement in which event the Deposit shall be promptly delivered to Seller and the parties shall have no further obligations to each other except for those that expressly survive the termination of this Agreement. Nothing in this subsection shall require Seller, despite any election by Seller to attempt to discharge any title exceptions, to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, other than with respect to the Pre-Effective Date Seller Encumbrances, “Buyer’s Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant to Section 8.3 of this Agreement.Cure Period Items”); and

Title Commitment and Survey. Purchaser shall obtain a title insurance commitment (athe “Commitment”) Buyer has received for an Owner’s Policy of Title Insurance from Commonwealth Land Title Insurance Company (the “Title Company”), covering the Premises, and reviewed Seller shall provide Purchaser (i) a copy of Seller’s existing ALTA survey of the Land prepared by Triad Associates and dated November 19, 2007, last revised January 25, 2008 (the “Existing Survey”) as well as a copy of the Title Commitment and current draft of an update to the Existing Survey prepared by Triad Associates and dated January 22, 2010 (the “Updated Survey”; either of the Existing Survey or the Updated Survey is referred to herein as the “Survey”). Buyer is solely responsible for obtaining Purchaser shall notify Seller no later than the expiration of the Study Period in writing of any updated title commitmentsexceptions, surveysexclusions from coverage or other matters identified in the Commitment, the Survey, or any updates thereto which Purchaser disapproves, other title related matters Buyer desires with respect than any of the Permitted Exceptions (to the Assets at Buyer’s sole cost and expense. Buyer which Purchaser shall have until not later than 5:00 p.m. Eastern Time on the date that is no later than ten (10right to object) days prior to the end of the Due Diligence Period (the “Title Report Objection DateObjections”), to notify Seller’s attorney in writing (the “Title Report Objection Notice”) as . With respect to any items shown on title or survey matters first arising after the Title Commitment (as updated if applicable) that Buyer believes are not Permitted Exceptions. Buyer’s failure to timely deliver expiration of the Title Report Objection Notice Study Period and on or prior to the 5:00 p.m. Eastern Time on Closing which affect the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance Property, other than any of the Title Commitment Permitted Exceptions (to which Purchaser shall have no right to object), Purchaser shall have until the earlier of (i) five (5) Business Days after Purchaser’s discovery of such objections or (ii) the Closing Date to notify Seller in writing of Purchaser’s objection thereto, and Buyer such matters shall be deemed Title Objections. In the event Purchaser shall timely notify Seller of any Title Objections (including pursuant to have unconditionally waived any right to object to any matters set forth therein. If Buyer timely delivers a Title Report Objection Noticethe preceding sentence), Seller shall have seven the right, but not the obligation, to cure such Title Objection(s) in its sole and absolute discretion. Within three (73) days Business Days after receipt of Purchaser’s notice of Title Objection(s), with the Closing Date automatically extended, if necessary, to allow for such response period, Seller shall notify Purchaser in writing whether Seller elects to attempt to cure such objection(s). Failure of Seller to give such notice within said three (3) Business Day period shall be deemed an election by Seller not to notify Buyer cure such objection(s). If Seller elects or is deemed to have elected not to cure any objection(s) specified in Purchaser’s notice, Purchaser shall have the following options, to be given by written notice to the Seller within two (2) Business Days after Purchaser’s receipt of Seller’s notice electing not to cure such objection(s) (or, if Seller fails to deliver such notice, within two (2) Business Days after the day on which Seller was required to deliver such notice): (i) that to accept a conveyance of the Property subject to the Permitted Exceptions, specifically including any matters objected to by Purchaser which Seller will remove has elected, or cause is deemed to have elected, not to cure (which such matter(s) shall thereafter be deemed to be removed such objectionable exceptions from title on or before a Permitted Exception), without reduction of the ClosingPurchase Price, in which case the provisions of subsection 8.3(b) shall apply; or (ii) that Seller elects not to cause such exceptions to be removed at which time Buyer may elect, prior to the end of the Due Diligence Period, to accept the Title in its current condition or terminate this Agreement in which event by sending written notice thereof to Seller and Escrow Agent, and upon delivery of such notice of termination, this Agreement shall terminate and the Deposit shall be promptly delivered returned to Seller Purchaser and the parties thereafter neither party hereto shall have no any further rights, obligations to each other or liabilities hereunder except for those that matters which expressly survive the termination of this Agreement. Nothing in this subsection shall require SellerIn addition, despite if Seller fails on or prior to Closing to cure or satisfy any election by objection(s) that Seller to attempt to discharge any title exceptionshas elected, or is required hereunder, to take cure or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys thereforsatisfy, other than with respect then Purchaser may: (a) accept a conveyance of the Property subject to the Pre-Effective Date Permitted Exceptions, specifically including such objection(s) which Seller Encumbranceshas failed to cure or satisfy (which such objection(s) shall thereafter be deemed to be a Permitted Exception), Post Effective Date Monetary Encumbrances without reduction of the Purchase Price, or (b) terminate this Agreement by sending written notice thereof to Seller and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant Escrow Agent, and upon delivery of such notice of termination, this Agreement shall terminate, the Deposit shall be returned to Section 8.3 Purchaser, and thereafter neither party hereto shall have any further rights, obligations or liabilities hereunder except for those matters which expressly survive termination of this Agreement. In all events, Seller shall be obligated to (a) cause any mortgage, deed of trust or other encumbrance evidencing outstanding indebtedness to be satisfied of record, and (b) cause any mechanic’s, materialman’s or supplier’s liens to be satisfied of record and (c) cause to be removed of record or bonded over any lien or encumbrance placed upon any Property subsequent to the Effective Date with Seller’s consent.

Title Commitment and Survey. (a1) Buyer has received shall obtain: (i) a title commitment covering the Property from Title Company and reviewed a copy legible copies of the Title Commitment documents evidencing the exceptions to title stated therein (collectively, the “Commitment”) at its discretion and the Existing Survey. Buyer is solely responsible for obtaining any updated title commitments, surveys, or any other title related matters Buyer desires with respect to the Assets at Buyer’s sole cost its cost; and expense. Buyer shall have until not later than 5:00 p.m. Eastern Time on the date that is no later than ten (10ii) days prior to the end an ALTA survey of the Due Diligence Period Property prepared by a licensed surveyor (the “Title Report Objection DateSurvey”), at its discretion and at its cost. Prior to notify Seller’s attorney in writing (the “Title Report Objection Notice”) as 5:00 p.m. Pacific Standard Time on March 9, 2007, Buyer shall give Seller written notice of any exceptions to any items title shown on the Title Commitment or the Survey which are disapproved by Buyer (as updated if applicable) that “Title Disapproval Notice”). If Buyer believes are not Permitted Exceptions. Buyer’s failure fails to timely deliver the a Title Report Objection Disapproval Notice on or prior to the by 5:00 p.m. Eastern Pacific Standard Time on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance of the Title Commitment and March 9, 2007, Buyer shall be deemed to have unconditionally waived approved the exceptions listed in the Title Commitment and Survey (subject to Seller’s obligations under Section 4D). If Buyer provides timely objections, Seller shall have until 5:00 p.m. Pacific Standard Time, on March 12, 2007, (the “Title Cure Period”) in which to cure or attempt to cure Buyer’s objections, but Seller has no obligation to cure any right of Buyer’s objections or to expend any amount of money in connection therewith, other than as required by Section 4D. If Buyer provides timely objections and the Seller does not cure or agree to cure prior to or at the Closing all of Buyer’s objections within the Title Cure Period for any reason, then, on or before 5:00 p.m. Pacific Standard Time on March 13, 2007, Buyer shall either (a) terminate this Agreement by giving a termination notice in writing to Seller, and upon such delivery, the Title Company shall return the Initial Deposit to Buyer and the parties have no further rights, liabilities, or obligations under this Agreement (other than those that expressly survive termination); or (b) waive, in writing, the uncured objections by proceeding to Closing and be deemed to approve Seller’s title as shown in the Title Report, and the title exception documents. (2) Any additional matters that are disclosed in any update of the Commitment shall be subject to the same process as set forth above with Buyer being obligated to object to any matters set forth therein. If Buyer timely delivers a Title Report Objection Notice, Seller shall have seven within five (75) business days after receipt of such notice update and Seller being obligated to notify Buyer respond within five (i5) that business days after receipt of any objection from Buyer. In all cases, however, Seller will remove or shall be obligated to cause any and all Existing Liens to be removed such objectionable exceptions from title to be fully satisfied, released and discharged of record on or before the Closing, in which case the provisions of subsection 8.3(b) shall apply; or (ii) that Seller elects not to cause such exceptions to be removed at which time Buyer may elect, prior to the end of the Due Diligence Period, to accept the Title in its current condition or terminate this Agreement in which event the Deposit shall be promptly delivered to Seller and the parties shall have no further obligations to each other except for those that expressly survive the termination of this Agreement. Nothing in this subsection shall require Seller, despite any election by Seller to attempt to discharge any title exceptions, to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, other than with respect to the Pre-Effective Date Seller Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant to Section 8.3 of this AgreementClosing Date.

Title Commitment and Survey. The Close of Escrow is subject to and contingent on Buyer’s approval or deemed approval pursuant to this Section 3.4, or Buyer’s waiver of its right of approval, of the following: (i) a current commitment for issuance of an Owner’s Policy of Title Insurance issued by the Title Company stating the condition of title to the Land; (ii) copies of all underlying title documents described in such title commitment (collectively, “Title Commitment”); and (iii) the Survey (defined below), if any. 3.4.1 Buyer shall obtain the Title Commitment from the Title Company. If Buyer does not expressly object in writing to (a) exceptions or other matters in the Title Commitment on or before five (5) days after the Effective Date (the “Title Objection Date”) or (b) exceptions or other matters in the Survey, excluding those exceptions or other matters that are covered by the Title Commitment, on or before two (2) days after Buyer’s receipt of the Survey (the “Survey Objection Date”), which Survey Objection Date shall in no event be later than March 26, 2012 12:00 P.M. Eastern Time, then Buyer has received shall be deemed to have approved such exceptions or other matters, and reviewed all matters which Buyer approves or is deemed to have approved shall be “Permitted Encumbrances”. If Buyer disapproves of any item in the Title Commitment or the Survey, then Buyer shall so notify Seller in writing on or before the Title Objection Date or the Survey Objection Date, as applicable pursuant to the preceding sentence, specifying the reasons for Buyer’s disapproval. Buyer may not object to the printed exceptions which appear in the standard form Owner’s Policy of Title Insurance, any exception for real property taxes and assessments for the current fiscal year, a copy lien not yet due and payable, any exception for tenants in possession under unrecorded Tenant Leases, or any exceptions directly or indirectly caused by Buyer, and said matters shall be “Permitted Encumbrances”. Seller shall notify Buyer in writing within five (5) days after Seller’s receipt of Buyer’s notice, as to whether or not Seller will, prior to or at the Close of Escrow, remove or to cure, or attempt to remove or to cure, such disapproved items, and/or to obtain a bond or endorsement insuring that such items will be removed or cured prior to or at the Close of Escrow. 3.4.2 As to any disapproved items which Seller elects not to remove or to cure, or to attempt to remove or to cure, or to obtain a bond or endorsement insuring that such items will be removed or cured prior to or at the Close of Escrow, then Buyer shall have, as Buyer’s sole and exclusive remedy, the right, exercisable on or before five (5) days after Seller’s election, either (i) to waive such exceptions to title, and proceed to take title to the Real Property subject to such exceptions (which exceptions will be Permitted Encumbrances), without any deduction or offset in the Purchase Price, and without any cause of action against Seller, or (ii) to terminate this Agreement and the Escrow by giving written notice of such termination to Seller and the Title Company in which case the Deposit shall be delivered to Buyer. Buyer’s failure to provide such written notice of termination within said period shall constitute Buyer’s election under (i) above. Additionally, in the event Seller subsequently becomes unable, or unwilling, prior to the Close of Escrow to remove or to cure any disapproved item or to obtain a bond or endorsement insuring that such item will be removed or cured prior to or at the Close of Escrow in accordance with Seller’s previous election to do so, Seller shall so notify Buyer, and Buyer shall have, as Buyer’s sole and exclusive remedy, the right, exercisable on or before the earlier of (a) five (5) days after Seller’s notice, or (b) the Close of Escrow, to exercise either of the options described in clause (i) or (ii) above. Buyer’s failure to provide Seller and Title Company with written notice of termination within said period shall constitute Buyer’s election under clause (i) above. 3.4.3 If Buyer desires to obtain a survey of the Land, Buyer may obtain such survey (the “Survey”), at Buyer’s sole expense; provided that the Closing Date and the deadlines set forth in Section 3.4.1 shall not be extended in order for Buyer to obtain, review, or object to such Survey. 3.4.4 Buyer may, prior to the Closing Date, notify Seller in writing of Buyer’s objection to any exceptions to title (the “Supplemental Exceptions”) first raised by the Title Company after delivery of the Title Commitment and first arising between the effective date of the Title Commitment and the Existing SurveyClosing Date. If Buyer is solely responsible for obtaining does not expressly object in writing to any updated title commitments, surveys, or any other title related matters Buyer desires with respect to the Assets at Buyer’s sole cost and expense. Buyer shall have until not later than 5:00 p.m. Eastern Time on the date that is no later than ten (10) days Supplemental Exception prior to the end of the Due Diligence Period (the “Title Report Objection Closing Date”), to notify Seller’s attorney in writing (the “Title Report Objection Notice”) as to any items shown on the Title Commitment (as updated if applicable) that Buyer believes are not Permitted Exceptions. Buyer’s failure to timely deliver the Title Report Objection Notice on or prior to the 5:00 p.m. Eastern Time on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance of the Title Commitment and then Buyer shall be deemed to have unconditionally waived any right to object approved such Supplemental Exception and same shall be a “Permitted Encumbrance”. With respect to any matters objections to Supplemental Exceptions set forth therein. If Buyer timely delivers a Title Report Objection Noticein such notice, Seller shall have seven the same option to cure and Buyer shall have the same options to accept title subject to such matters or to terminate this Agreement as are applicable to any notice of objections made by Buyer pursuant to Section 3.4.1 and Section 3.4.2, above. If Seller elects to attempt to cure any such Supplemental Exception, the Closing Date shall be automatically extended by a reasonable additional time to effect such a cure, but in no event shall the extension exceed ninety (790) days after receipt of such notice to notify Buyer (i) that Seller will remove or cause to be removed such objectionable the Closing Date. 3.4.5 The exceptions from title on or before the Closing, in which case the provisions of subsection 8.3(b) shall apply; or (ii) that Seller elects not to cause such exceptions to be removed at which time Buyer may elect, prior to the end of the Due Diligence Period, to accept the Title in its current condition or terminate this Agreement in which event the Deposit shall be promptly delivered to Seller and the parties shall have no further obligations to each other except for those that expressly survive the termination of this Agreement. Nothing in this subsection shall require Seller, despite any election by Seller to attempt to discharge any title exceptions, to take or bring any action or proceeding Commitment or any other steps Survey which Buyer has approved or is deemed to remove have approved (including the standard printed exceptions), any title exception for real property taxes and assessments for the current fiscal year, a lien not yet due and payable, any exception for tenants in possession under unrecorded Tenant Leases, any exceptions directly or indirectly caused by Buyer are referred to expend any moneys therefor, other than with respect to herein as the Pre-Effective Date Seller “Permitted Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant to Section 8.3 of this Agreement”.

Title Commitment and Survey. (a) Buyer has received Seller shall convey good and reviewed a copy of marketable title to the Title Commitment Property to Purchaser at Closing, subject only to the "Permitted Encumbrances" and the Existing Survey"Standard Exceptions" (each as defined below). Buyer is solely responsible for obtaining any updated title commitmentsWithin five (5) days following the Effective Date, surveysSeller shall obtain, or any other title related matters Buyer desires with respect to the Assets at Buyer’s Purchaser's sole cost and expense, and deliver to Purchaser, a title commitment or title commitments (whether one or more, the "Title Commitment") for one or more ALTA Owner's Policy or Policies of Title Insurance (the "Title Policy"), issued by the Title Company, insuring good and marketable fee simple title to the Property, together with legible copies of all exceptions listed therein. Buyer Purchaser shall have until not later than 5:00 p.m. Eastern Time on the date that is no later than ten earlier to occur of (10i) fifteen (15) days prior to the end of the Due Diligence Period (the “Title Report Objection Date”), to notify Seller’s attorney in writing (the “Title Report Objection Notice”) as to any items shown on the Title Commitment (as updated if applicable) that Buyer believes are not Permitted Exceptions. Buyer’s failure to timely deliver the Title Report Objection Notice on or prior to the 5:00 p.m. Eastern Time on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance following its receipt of the Title Commitment Commitment, legible copies of all exceptions listed therein and Buyer shall be deemed to have unconditionally waived any right to object to any matters set forth therein. If Buyer timely delivers a Title Report Objection Notice, Seller shall have seven the "Survey" (7defined below) days after receipt of such notice to notify Buyer (i) that Seller will remove or cause to be removed such objectionable exceptions from title on or before the Closing, in which case the provisions of subsection 8.3(b) shall apply; or and (ii) that Seller elects not to cause such exceptions to be removed at which time Buyer may elect, prior to the end expiration of the Due Diligence Period, to accept deliver to Seller written notice of Purchaser's objections to title other than Standard Exceptions (the "Title Objection Letter"). Seller shall have the right, but not the obligation, to cure Purchaser's objections to title; subject however to Seller's obligation to remove all Mortgage Liens and Mechanics Liens (each as defined below). Seller shall notify Purchaser in writing within five (5) days following Seller's receipt of the Title Objection Letter concerning which title objections, if any, Seller has agreed to cure. In the event that Seller does not undertake to cure all of the objections in its current condition the Title Objection Letter (other than Standard Exceptions) or does not timely respond to the Title Objection Letter), then Purchaser shall have the right for five (5) days after receipt of Seller's response to the Title Objection Letter (or five (5) days following the expiration of the period within which Seller was to so respond) to either (i) waive any such title objection in writing and proceed to Closing (in which event such waived title objection shall be deemed to be a "Permitted Encumbrance", as defined below), or (ii) terminate this Agreement and receive a prompt refund of the Xxxxxxx Money. If Purchaser does not either waive such title objection or terminate this Agreement Agreement, in which event the Deposit each case within such five (5) day period, then Purchaser shall be promptly delivered deemed to Seller and have waived such title objections. All exceptions set forth in Schedule B of the parties shall have no further obligations Title Commitment which are not objected to each by Purchaser (including matters initially objected to by Purchaser which objections are subsequently waived in writing) are herein collectively called the "Permitted Encumbrances". In the event that any update to the Title Commitment indicates the existence of any liens, encumbrances or other except for those that expressly survive the termination of this Agreement. Nothing in this subsection shall require Seller, despite any election by Seller to attempt to discharge any title exceptions, to take defects or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, exceptions other than with respect Standard Exceptions (the "Unacceptable Encumbrances") which are not shown in the initial Title Commitment and that are not caused by Purchaser, Purchaser shall within five (5) days after receipt of any such update to the Pre-Effective Date Title Commitment notify Seller Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances in writing of its objection to any such Unacceptable Encumbrance (as hereinafter defined) pursuant to Section 8.3 of this Agreement.the "

Title Commitment and Survey. (a) Buyer has received Seller shall convey good and reviewed a copy of the Title Commitment and the Existing Survey. Buyer is solely responsible for obtaining any updated marketable title commitments, surveys, or any other title related matters Buyer desires with respect to the Assets Property to Purchaser at Buyer’s Closing, subject only to the "Permitted Encumbrances" (defined below). Within five (5) days following the Effective Date, Seller shall obtain, at its sole cost and expense, and deliver to Purchaser, a title commitment (the "Title Commitment") for an ALTA Owner's Policy of Title Insurance (the "Title Policy"), issued by the Escrow Agent on behalf of the Title Company, insuring good and marketable fee simple title to the Property, together with legible copies of all exceptions listed therein. Buyer Purchaser shall have until not later than 5:00 p.m. Eastern Time on the date that is no later than ten (10) days prior to the end following its receipt of the Due Diligence Period Title Commitment, legible copies of all exceptions listed therein and the "Survey" (the “Title Report Objection Date”defined below), to deliver to Seller written notice of Purchaser's objections to title (the "Title Objection Letter"). Seller shall have the right, but not the obligation, to cure Purchaser's objections to title; subject, however, to Seller's obligation to remove all "Monetary Liens" (as defined below) by Closing. Seller shall notify Seller’s attorney Purchaser in writing within five (the “Title Report Objection Notice”5) as to any items shown on the Title Commitment (as updated if applicable) that Buyer believes are not Permitted Exceptions. Buyer’s failure to timely deliver the Title Report Objection Notice on or prior to the 5:00 p.m. Eastern Time on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance days following Seller's receipt of the Title Commitment and Buyer shall be deemed to have unconditionally waived any right to object to any matters set forth therein. If Buyer timely delivers a Title Report Objection NoticeLetter concerning which title objections, if any, Seller has agreed to cure. In the event that Seller does not undertake to cure all of the objections in the Title Objection Letter to Purchaser's sole satisfaction (or does not timely respond to the Title Objection Letter), then Purchaser shall have seven the right for five (75) days after receipt of such notice Seller's response to notify Buyer the Title Objection Letter (or five (5) days following the expiration of the period within which Seller was to so respond) to either (i) that Seller will remove or cause waive any such title objection in writing and proceed to Closing (in which event such waived title objection shall be deemed to be removed such objectionable exceptions from title on or before the Closinga "Permitted Encumbrance", in which case the provisions of subsection 8.3(b) shall apply; as defined below), or (ii) that Seller elects not to cause such exceptions to be removed at which time Buyer may elect, prior to the end of the Due Diligence Period, to accept the Title in its current condition or terminate this Agreement and receive an immediate refund of the Xxxxxxx Money, without the consent or joinder of Seller being required. All exceptions set forth in Schedule B of the Title Commitment which are not objected to by Purchaser (including matters initially objected to by Purchaser which objections are subsequently waived in writing) are herein collectively called the "Permitted Encumbrances". In the event the Deposit shall be promptly delivered to Seller and the parties shall have no further obligations to each other except for those that expressly survive the termination of this Agreement. Nothing in this subsection shall require Seller, despite any election by Seller to attempt to discharge any title exceptions, to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, other than with respect update to the Pre-Effective Date Title Commitment indicates the existence of any liens, encumbrances or other defects or exceptions (the "Unacceptable Encumbrances") which are not shown in the initial Title Commitment and that are unacceptable to Purchaser, Purchaser shall within five (5) days after receipt of any such update to the Title Commitment notify Seller Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances in writing of its objection to any such Unacceptable Encumbrance (as hereinafter defined) pursuant to Section 8.3 of this Agreement.the "

Title Commitment and Survey. (a) Buyer has received As soon as practicable, but no later than forty (40) days after the Effective Date, Seller, at Seller’s sole cost and reviewed expense, shall deliver or cause to be delivered the following: (1) A abstract of title (“Abstract”) to the Property updated from date of acquisition by Seller, except as to the property acquired from Xxxxxxx Xxxxxx, (Seller agreeing to furnish Purchaser with a fifty-five (55) year abstract to a good deed for the Xxxxxxx Xxxxxx Property) to Ironclad Title, L.L.C., as agent for Lawyers Title Insurance Corporation (“Title Company”); and (2) The Title Company shall have 40 days to examine title to the Abstract and issue to the Purchaser at Purchaser’s sole expense, an Owner’s Title Insurance Commitment setting forth the status of title to the Property showing all encumbrances and other matters, if any, relating to the Property; and (3) The Title Company shall deliver the Title Commitment to Purchaser with a legible copy of all documents referred to in the Title Commitment, including but not limited to plats, reservations, restrictions, and easements. (b) Within forty (40) days after the Effective Date, Purchaser may deliver to Seller a survey (“Survey”), the cost and expense thereof to be borne equally by Purchaser and Seller, consisting of a plat and legal description of the Property. The Survey must be prepared pursuant to a current on-the-ground staked survey performed by a registered public surveyor or engineer satisfactory to Seller, Purchaser and Title Company. The Survey must (i) reflect the actual dimensions of the Land and the number of acres or part thereof contained therein, (ii) identify any rights-of-way, easements or other Encumbrances by applicable recording reference, (iii) correctly show the location of all improvements and visible items on the Property, the location and dimensions of alleys, streets, roads, right-of-ways , easements, and utilities (as installed, to the extent determinable by the surveyor) on or adjacent to the Property, and any portion of the Property which is located in a flood prone or flood plain area, and (iv) include the Surveyor’s registered number and seal, the date of the Survey and narrative certificate acceptable to Purchaser. The Property description from the Survey will be used in all documents requiring a Property description. (c) Purchaser must give Seller written notice of any objections (“Objection”) to the Abstract, the Title Commitment or the Survey within fifteen (15) business days after receipt of the last of the Abstract, the Title Commitment and all documents referred to in the Title Commitment and the Existing Survey. Buyer is solely responsible At the Closing, Seller will provide releases for obtaining any updated title commitmentsMortgage, surveysjudgment liens, mechanics lien, delinquent taxes, or any other title related matters Buyer desires with respect monetary liens, if any, encumbering the Property but only to the Assets extent that the liens encumber the Property. If Purchaser gives such notice to Seller, Seller, at Buyer’s once and without interruption or delay will at his sole cost take such action, including judicial action, and expense. Buyer shall have until undertake all measures necessary, to cure the Objections, If Purchaser does not later than 5:00 p.m. Eastern Time on the date that is no later than ten (10) days prior to the end timely give notice of the Due Diligence Period Objections, Purchaser will be deemed to have waived all Objections not so notified. (d) If Purchaser timely gives notice of the “Title Report Objection Date”)Objections and Seller does not cure the Objections, to notify Seller’s attorney in writing (which will permit the “Title Report Objection Notice”) as to any items shown on the Title Commitment (as updated if applicable) that Buyer believes are not Permitted Exceptions. Buyer’s failure to timely deliver the Title Report Objection Notice on or prior to the 5:00 p.m. Eastern Time on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance of Abstract, the Title Commitment and Buyer the Survey to be amended to give effect to matters that are cured, and give Purchaser written notice of the curing of the Objections within sixty (60) business days following receipt of the notice from Purchaser, Purchaser, shall have the right at any time thereafter to either (i) terminate this Contract by giving written notice thereof to Seller and Title Company, and, on such termination, Purchaser shall be entitled to the return of the Deposit, and neither party hereto shall have any further rights or obligations hereunder (except for the indemnity set forth in Section 4(e) below), or (ii) waive the Objections and consummate the purchase of the Property subject to the Objections which shall be deemed to have unconditionally waived any right be Permitted Encumbrances. Should the Objections to object Title effect only a portion of the Land, Purchaser may elect to any matters set forth therein. If Buyer timely delivers a Title Report Objection Notice, Seller exclude such’ portion of the Land from this Contract and the Purchase Price shall have seven (7) days after receipt be reduced in proportion that the acreage of such notice to notify Buyer (i) that Seller will remove or cause to be removed such objectionable exceptions from title on or before the Closing, in which case the provisions of subsection 8.3(b) shall apply; or (ii) that Seller elects not to cause such exceptions to be removed at which time Buyer may elect, prior excluded Land bears to the end total acreage of the Due Diligence PeriodLand, and/or (iii) Purchaser may elect to accept cure any of the Title in Objections at Seller’s expense including Purchasers reasonable attorneys’ fees. Purchaser may also proceed to close the sale of the Land pending the cure of Objections and Seller authorizes Purchaser to withhold 10% of the Purchase Price to cover the cost to cure such Objections. Once the Objections are cured, Purchaser shall deduct its current condition or terminate this Agreement in which event expenses and disburse the Deposit shall be promptly delivered remainder of the Price to Seller and the parties shall have no further obligations to each other except for those that expressly survive the termination of this Agreement. Nothing in this subsection shall require Seller, despite any election by Seller to attempt to discharge any title exceptions, to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, other than with respect to the Pre-Effective Date Seller Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant to Section 8.3 of this Agreement.

Title Commitment and Survey. a. Purchaser has received a survey of the Property prepared by Pimm-Woods Engineering dated January 6, 1994 (the "Existxxx Xxxxxx"). Seller and Purchaser shall each pay for one-half of the costs of updating the Existing Survey and Seller shall deliver the updated survey (the "Updated Survey") to Purchaser within 21 days after the date hereof. b. Attached hereto as Exhibit D is a copy of a title commitment for an owner's standard title insurance policy issued by Charter Title Company Fort Bend, on behalf of Lawyers Title Insurance Company (hereinafter referred to as "Title Insurer") dated June 17, 1996 for the Property (the "Title Commitment"). c. If the Title Commitment or the Existing Survey discloses any exceptions to title objectionable to Purchaser, Purchaser may give written notice to Seller (the "Title Notice") of Purchaser's disapproval of any such exceptions (an "Unpermitted Exception") on or before September 18, 1996. Any title exceptions which are set forth in the Title Commitment or on the Existing Survey to which Purchaser does not object in accordance with the immediately preceding sentence shall be deemed "Permitted Exceptions". With regard to an Unpermitted Exception for which Purchaser gives Seller a Title Notice, Seller may but shall not have the obligation to notify Purchaser (the "Response Notice") within three (3) business days of receipt of the Title Notice whether Seller shall bond over, cure or cause the Title Insurer to remove such Unpermitted Exception from the Title Commitment. Any such Unpermitted Exception which Seller elects to bond over, cure or cause the Title Insurer to remove shall be additional Permitted Exceptions. If Seller does not so notify Purchaser, with respect to any Unpermitted Exception, Purchaser may either waive its objection and proceed towards closing or terminate this Agreement by giving written notice to Seller of its election within three (3) additional business days of the earlier to occur of (a) Buyer has received and reviewed a copy receipt by Purchaser of the Response Notice and (b) expiration of the three (3) business day period in which Seller may deliver the Response Notice. If Purchaser does not give such written notice within such three (3) additional business days, (i) Purchaser shall have waived its right to terminate this Agreement pursuant to this Paragraph 3c; (ii) such Unpermitted Exception shall be deemed an additional Permitted Exception; and (iii) the parties shall proceed to Closing. If Purchaser terminates this Agreement by written notice to Seller within such three (3) additional business days: (i) Purchaser shall promptly deliver to Seller copies of all studies, reports and other investigations obtained by Purchaser in connection with its due diligence of the Property, (ii) the Earnest Money deposited by Purchaser shall be immediatelx xxxx to Purchaser, together with any interest earned thereon and (iii) neither Purchaser nor Seller shall have any right, obligation or liability under this Agreement, except for Purchaser's obligation to indemnify Seller and restore the Property, as more fully set forth in Paragraph 17. d. The Title Commitment and the Existing Survey. Buyer is solely responsible for obtaining any updated Survey shall be conclusive evidence of good title commitmentsas therein shown as to all matters to be insured by the title policy, surveys, or any other title related matters Buyer desires with respect subject only to the Assets at Buyer’s sole cost exceptions therein stated. On the Closing Date, "Purchaser's Title Insurer" (as hereinafter defined) shall deliver to Purchaser a ALTA 1992 Form Title Policy in conformance with the "Purchaser's Title Commitment" (as hereinafter defined), subject to only the Permitted Exceptions and expense. Buyer shall have until not later than 5:00 p.m. Eastern Time on the date that is no later than ten (10) days prior to the end of the Due Diligence Period Unpermitted Exceptions waived by Purchaser (the “"Title Report Objection Date”Policy"), to notify Seller’s attorney in writing (. Seller and Purchaser shall equally share the “Title Report Objection Notice”) as to any items shown on the Title Commitment (as updated if applicable) that Buyer believes are not Permitted Exceptions. Buyer’s failure to timely deliver the Title Report Objection Notice on or prior to the 5:00 p.m. Eastern Time on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance costs of the Title Commitment, the Purchaser's Title Commitment and Buyer the Title Policy and the cost of deletion of the survey exception, if required by Purchaser. Purchaser shall be deemed pay the cost of any endorsements to, and the extended coverage on, the Title Policy. e. The obligation of Purchaser to have unconditionally waived any right to object to any matters pay various costs set forth therein. If Buyer timely delivers a Title Report Objection Notice, Seller in Paragraphs 3a and 3d shall have seven (7) days after receipt of such notice to notify Buyer (i) that Seller will remove or cause to be removed such objectionable exceptions from title on or before the Closing, in which case the provisions of subsection 8.3(b) shall apply; or (ii) that Seller elects not to cause such exceptions to be removed at which time Buyer may elect, prior to the end of the Due Diligence Period, to accept the Title in its current condition or terminate this Agreement in which event the Deposit shall be promptly delivered to Seller and the parties shall have no further obligations to each other except for those that expressly survive the termination of this Agreement. Nothing in this subsection shall require Seller, despite any election by Seller to attempt to discharge any title exceptions, to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, other than with respect to the Pre-Effective Date Seller Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant to Section 8.3 of this Agreement.

Title Commitment and Survey. (a) Buyer has received and reviewed a copy of the Title Commitment and the Existing Survey. Buyer is solely responsible for obtaining any updated At Closing, Seller agrees to convey fee simple title commitments, surveys, or any other title related matters Buyer desires with respect to the Assets at Buyer’s sole cost Property by Special Warranty Deed (“Deed”) in recordable form. Promptly after the Effective Date, Purchaser shall order a survey (“Survey”) and expensea commitment (the “Commitment”) for an Owner's Policy of Title Insurance showing title to the Land in Seller, and copies of all documents cited, raised as exceptions or noted in the Commitment (collectively, the “Title Documents”). Buyer Purchaser shall have until not later than 5:00 p.m. Eastern Time on the date that is no later than ten (10) days prior to the end after receipt of the Due Diligence Period Commitment (the “Title Report Objection DateReview Deadline”) to notify Seller in writing of any objections to any exception, item or issue in the Commitment (collectively, the “Objectionable Exceptions”), to notify Seller’s attorney in writing (the “Title Report Objection Notice”) as to any items shown on the Title Commitment (as updated if applicable) that Buyer believes are not Permitted Exceptions. Buyer’s failure to timely deliver the Title Report Objection Notice on or prior to the 5:00 p.m. Eastern Time on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance of the Title Commitment and Buyer shall be deemed to have unconditionally waived any right to object to any matters set forth therein. If Buyer timely delivers a Title Report Objection Notice, Seller Purchaser shall have seven ten (710) days after receipt of the Survey to notify Seller in writing of any objections to the Survey. Seller shall have no obligation to cure any Objectionable Exceptions or Survey objections. Seller shall notify Seller within five (5) days of receipt of any such notice and advise Purchaser if it intends to remove any Objectionable Exceptions or Survey objections, as the case may be (“Seller’s Title Response”). Failure to respond shall be deemed to be notice from Seller that Seller has decided not to remove any Objectionable Exceptions. If Seller fails to notify Buyer Purchaser that it shall cure any of the Objectionable Exceptions, Purchaser may either: (iA) that terminate this Agreement by written notice to Seller will remove or cause to be removed such objectionable exceptions from title on or before the Closingtenth (10th) day after receipt of Seller’s Title Response, in which case the provisions of subsection 8.3(b) shall apply; or (ii) that Seller elects not to cause such exceptions to be removed at which time Buyer may elect, prior to the end of the Due Diligence Period, to accept the Title in its current condition or terminate this Agreement in which event the Deposit Exxxxxx Money shall be promptly delivered returned to Purchaser and, except as specifically provided in this Agreement, neither party shall have any further rights or obligations to the other under this Agreement; or (B) consummate the transaction contemplated by this Agreement in accordance with the terms of this Agreement, in which event, all exceptions to title listed on Schedule B of the Commitment, and all Survey objections shall be deemed to constitute Permitted Exceptions. Failure of Purchaser to timely notify Seller shall be deemed an election by Purchaser to take title to the Property subject to the uncured Objectionable Exceptions (and such Objectionable Exceptions shall thereafter be deemed Permitted Exceptions). Notwithstanding anything to the contrary contained herein, Seller shall be required to discharge all mortgages (or other financing arrangements), real estate taxes, assessments, judgment liens, mechanics' liens and similar liens for labor, materials or supplies that may be removed solely through the payment of money prior to Closing (collectively, the “Monetary Liens”). If, at or prior to Closing, any Monetary Liens, have not been satisfied the parties shall proceed to Closing and Seller shall deposit such assurances with the Title Company as may be necessary to insure exception free coverage to Purchaser. As a condition to Purchaser’s obligation to proceed with the Closing, Old Republic Title Insurance Company (the “Title Insurer”) shall issue (or be committed to issue) an owner’s Title Policy in conformity with the Commitment, in the amount of the Purchase Price. Seller shall pay the costs of the “standard” Title Policy. Purchaser shall pay the additional costs of an “extended coverage” Title Policy and any endorsements which Purchaser requires. If Seller is unable to convey title to the Property subject only to the Permitted Exceptions (including, without limitation, any uncured Objectionable Exceptions accepted or deemed accepted by Purchaser), because of the existence of an additional title exception which would render title to the Property unmarketable or have a Material Adverse Effect on the Property, was not previously known by Purchaser and did not arise from acts of or at the direction of Purchaser, its consultants or any of their respective agents, representatives or employees (“New Objectionable Exception”), then Purchaser shall promptly notify Seller, but in no further obligations event later than three (3) business days after learning of such New Objectionable Exception (or by the Pre-Closing Date (as hereinafter defined), if earlier), and Seller shall have three (3) business days (or until the Pre-Closing Date, if earlier) to each other have the New Objectionable Exception removed from the Commitment or “insured” or bonded” over. If Seller is unable to effect such a cure, then Purchaser may elect either to take title to the Property subject to the New Objectionable Exception or to terminate this Agreement within two (2) business days after Seller notifies Purchaser that the New Objectionable Exception has not been so cured. If Purchaser timely elects to terminate this Agreement pursuant to this Section, then the Exxxxxx Money plus all accrued interest shall be delivered to the Purchaser, and except for those provisions that expressly survive the termination of this Agreement, neither party shall have any further obligation or liability hereunder. Nothing in If Purchaser elects to take title to the Property subject to the New Objectionable Exception, fails to timely notify Seller of the New Objectionable Exception as herein provided, or fails to timely terminate this subsection Agreement, such New Objectionable Exception shall require Sellerthereafter be deemed a Permitted Exception. Notwithstanding the aforesaid, despite any election all monetary liens of a definitive ascertainable amount not caused by Purchaser which are New Objectionable Exceptions shall be paid for by Seller to attempt to discharge any title exceptions, to take at the Closing or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, other than with respect to “insured over” by the Pre-Effective Date Seller Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant to Section 8.3 of this AgreementTitle Insurer.

Title Commitment and Survey. a. Attached hereto as Exhibit D is a title commitment dated September 18, 1996 (a"Title Commitment") Buyer has received for an owner's standard coverage title insurance policy ("Title Policy") issued by Chicago Title Insurance Company ("Title Insurer"). The owner's Title Policy issued at Closing will be in the amount of the Purchase Price subject only to real estate taxes not yet due and reviewed a copy payable, the general printed exceptions contained in the policy and the special title exceptions set forth in Schedule B, Numbers 8 through 15 inclusive of the Title Commitment. All of the above are herein referred to as the "Permitted Exceptions". The Title Commitment and shall be conclusive evidence of good title as therein shown as to all matters insured by the Existing Survey. Buyer is solely responsible for obtaining any updated title commitmentspolicy, surveys, or any other title related matters Buyer desires with respect subject only to the Assets at Buyer’s sole cost exceptions therein stated. On the Closing Date, Seller shall cause the Title Insurer to issue the Title Policy or a "marked up" commitment in conformity with the Title Commitment. Purchaser shall pay the costs of the Title Policy, including the costs of "extended coverage" and expenseany special endorsements which Purchaser requires. b. Purchaser acknowledges receipt of a survey ("Survey") of the Property prepared by Shafer, Kline & Warren, P. A. If Xxxxxxxxx xxquires an updated Survey, then Purchaser shall immediately order and pay for same. Buyer shall have until If the updated Survey discloses matters that are not later than 5:00 p.m. Eastern Time on the date that is no later than original Survey and such matters are reasonably objectionable by Purchaser ("Survey Defects"), then Purchaser shall notify Seller of the Survey Defects prior to the expiration of the Approval Period (as hereinafter defined). Seller shall then have ten (10) days prior to advise Purchaser whether or not Seller will cure the Survey Defects by obtaining a title indemnity insuring over loss or damage that may occur as a result of the Survey Defects. If Seller is unable to obtain the aforesaid title indemnity, then Purchaser can elect to either terminate this Agreement or take title to the end of the Due Diligence Period (the “Title Report Objection Date”), to notify Seller’s attorney in writing (the “Title Report Objection Notice”) as to any items shown on the Title Commitment (as updated if applicable) that Buyer believes are not Permitted Exceptions. Buyer’s failure to timely deliver the Title Report Objection Notice on or prior Property subject to the 5:00 p.m. Eastern Time on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance of the Title Commitment and Buyer Survey Defects. If Purchaser elects to terminate this Agreement it shall be deemed by notice to have unconditionally waived any right to object to any matters set forth therein. If Buyer timely delivers a Title Report Objection Notice, Seller shall have seven within five (75) days after receipt of such notice to notify Buyer (i) from Seller that Seller will remove or cause is unable to obtain the title indemnity. If this Agreement is terminated pursuant to this Paragraph, then the Earnest Money plus all accrued ixxxxxxx shall be removed such objectionable exceptions from title on or before the Closing, in which case the provisions of subsection 8.3(b) shall apply; or (ii) that Seller elects not to cause such exceptions to be removed at which time Buyer may elect, prior delivered to the end of the Due Diligence Period, to accept the Title in its current condition or terminate this Agreement in which event the Deposit shall be promptly delivered to Seller and the parties shall have no further obligations to each other except for those that expressly survive the termination of this Agreement. Nothing in this subsection shall require Seller, despite any election by Seller to attempt to discharge any title exceptions, to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, other than with respect to the Pre-Effective Date Seller Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant to Section 8.3 of this AgreementPurchaser.

Title Commitment and Survey. (a) Buyer has received Purchaser shall, at Purchaser's expense, obtain (i) a title commitment (the "Commitment") for an Owner's Title Insurance Policy issued by a title insurance company satisfactory to Purchaser in an amount determined by Purchaser, covering title to the Property and reviewed (ii) a copy survey of the Title Property (the "Survey"). Purchaser shall have until the expiration of the Inspection Period to provide written notice to Seller of any matters shown by the Commitment and Survey affecting the Existing SurveyProperty which are not satisfactory to Purchaser, which notice (a "Title and Survey Notice") must specify the reason such matter(s) are not satisfactory and the curative steps necessary to remove the basis for Purchaser's disapproval. Buyer is solely responsible for obtaining The parties shall then have thirty (30) days after the date of such Title and Survey Notice to make such arrangements or take such steps as they shall mutually agree to satisfy Purchaser's objection(s). If the parties fail to agree on the necessary steps, Purchaser shall have a right to terminate this Agreement during the ten (10) day period following the expiration of the aforesaid thirty (30) day period. If Purchaser exercises such right, Escrow Agent shall thereupon promptly return the Deposit to Purchaser. (b) Except as otherwise provided herein, Seller shall have no obligation whatsoever to expend any updated funds or cure any title commitmentsor survey objections, surveysand Seller shall not be deemed to have any obligation to cure unless Seller expressly undertakes such an obligation by a written notice to or written agreement with Purchaser. Notwithstanding anything to the contrary herein, if a Commitment shall disclose interests, encumbrances or liens of definite or ascertainable amounts which may be removed by the payment of money ("Ascertainable Interests"), Seller shall clear such item(s) (i) prior to the Closing Date, by using its own funds, or any (ii) on the Closing Date, by using the Purchase Price payable to Seller by Purchaser. (c) From and after the execution of this Agreement until the Closing Date or termination of this Agreement, Seller covenants and agrees that no encumbrance, lien or other title related matters Buyer desires interest shall be created with respect to the Assets Property (other than in the ordinary course of business) without first obtaining the prior written consent of Purchaser thereto, such consent not to be unreasonably withheld by Purchaser, provided, however, that no such consent shall be required in respect of new leases at Buyer’s sole cost the Property entered into by or on behalf of Seller in accordance with the terms, provisions and expenseconditions set forth in Section 8(i) below. Buyer On the Closing Date, Purchaser shall have until conduct a search of title for the Property from the date of the Commitment through the Closing Date. Any new matters appearing of record during such rundown period not later than 5:00 p.m. Eastern Time previously approved by Purchaser in writing shall constitute title defects hereunder. If any such title defects exist on the date that is no later than ten Closing Date, Purchaser may exercise its remedies for breach by Seller as provided in Section 12 below. (10d) days All notes or notices of violations of law or municipal ordinances, orders or requirements noted in or issued by any health or other federal, state or municipal departments having jurisdiction against or affecting the Property (collectively, the "Violations"), shall be complied with by Seller prior to the end of Closing Date and the Due Diligence Period (the “Title Report Objection Date”), to notify Seller’s attorney in writing (the “Title Report Objection Notice”) as to any items shown on the Title Commitment (as updated if applicable) that Buyer believes are not Permitted Exceptions. Buyer’s failure to timely deliver the Title Report Objection Notice on or prior to the 5:00 p.m. Eastern Time on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance of the Title Commitment and Buyer Property shall be deemed to have unconditionally waived any right to object to any matters set forth thereinconveyed free thereof. If Buyer timely delivers a Title Report Objection NoticeNotwithstanding the foregoing, Seller shall have seven (7) days after receipt of such notice to notify Buyer should (i) that Seller will remove such notice, order, or cause to be removed such objectionable exceptions from title on requirement necessitate the payment of Fifty Thousand Dollars ($50,000) or before the Closingmore by Seller, in which case the provisions of subsection 8.3(b) shall apply; or and (ii) that Seller elects not to cause in good faith disputes the amount of such exceptions to be removed at which time Buyer may electnotice, order, or requirement, then Seller shall, prior to the end Inspection Period Expiration Date, notify Purchaser of its election to either (a) terminate this Agreement, in which event all Deposits shall immediately be returned to Purchaser and, except as otherwise provided in Section 4(a), this Agreement shall be of no further force or effect; or (b) clear such item prior to or on the Due Diligence Period, Closing Date. In the event that Seller elects to accept the Title in its current condition or terminate this Agreement in which event accordance with this subsection (d), Purchaser shall then have the Deposit right to nullify Seller's termination notice by written notice, given to Seller within five (5) business days of Seller's election, declaring that Purchaser will assume responsibility for all amounts over Fifty Thousand Dollars ($50,000) to be paid in connection with such disputed notice, order, or requirement. In such event, the Agreement shall be promptly delivered to Seller reinstated and the parties shall have no further obligations to each other except for those that expressly survive the termination of this Agreement. Nothing continue in this subsection shall require Seller, despite any election by Seller to attempt to discharge any title exceptions, to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, other than with respect to the Pre-Effective Date Seller Encumbrances, Post Effective Date Monetary Encumbrances full force and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant to Section 8.3 of this Agreementeffect.

Title Commitment and Survey. (a) Buyer has received Seller will deliver its existing survey and reviewed a copy of the Title Commitment and within ten days of the Existing SurveyEffective Date. Buyer is solely responsible for obtaining Purchaser may obtain at its expense an update of Seller's survey. In the event that any updated title commitments, surveys, or any other title related matters Buyer desires with respect to the Assets at Buyer’s sole cost and expense. Buyer shall have until not later than 5:00 p.m. Eastern Time item on the date that is no later than ten Survey or Title Commitment are unacceptable to Purchaser, Purchaser must within twenty (1020) days prior to after the end of the Due Diligence Period (the “Title Report Objection Effective Date”), to notify Seller’s attorney Seller in writing of such objections (the “Title Report Objection Notice”) as to "PURCHASER'S OBLIGATIONS"). Except for any items shown on the Title Commitment (as updated if applicable) that Buyer believes are not Permitted Exceptions. Buyer’s failure to timely deliver the Title Report Objection Notice on or prior to the 5:00 p.m. Eastern Time on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance of the Title Commitment and Buyer Purchaser's Objections, Purchaser shall be deemed to have unconditionally waived any right to object to any matters set forth therein. accepted the form and substance of the Survey and the Title Commitment. (b) If Buyer timely delivers a Title Report Objection Notice, Seller shall have seven (7) days after receipt of such notice to notify Buyer (i) that Seller will remove or cause to be removed such objectionable exceptions from title on or before the Closing, in which case the provisions of subsection 8.3(b) shall apply; or (ii) that Seller elects not to cause such exceptions to be removed at which time Buyer may elect, prior to by the end of the Due Diligence Period, Seller has not cured all of Purchaser's Objections to accept the Title in reasonable satisfaction of Purchaser, Purchaser may (as its current condition sole and exclusive remedies) either: (i) waive Purchaser's Objections or (ii) terminate this Agreement in which event the Deposit shall be promptly delivered by delivering written notice thereof to Seller at or before the expiration of the Due Diligence Period and receive a refund of the parties shall have no further obligations to each other except for those that expressly survive Xxxxxxx Money. In the event of a termination of this Agreement. Nothing in Agreement by Purchaser under this subsection SECTION, neither party shall require Sellerhave any further obligations hereunder other than the Surviving Obligations. (c) The term "PERMITTED ENCUMBRANCES" as used herein includes: (i) any easement, despite any election by Seller to attempt to discharge any title exceptionsright of way, to take or bring any action or proceeding or any other steps to remove any title encroachment, overlapping of improvements, restriction, exception or to expend any moneys therefor, other than matter with respect to the Pre-Effective Date Property that is reflected or addressed on the Survey or the Title Commitment to which Purchaser fails to timely object; (ii) any of Purchaser's Objections which Seller does not cure, for whatever reason, to which Purchaser has waived its objection; (iii) the rights and interests of parties claiming under the Leases and the Contracts, together with all contracts pertaining to the Property, whether or not cancelable on thirty days notice or less and without a termination or other fee; and (iv) the Loan Documents (unless the assumption of the Loan is waived or deemed waived by Purchaser as provided in Section 5.[7] below). Purchaser does not have to object to matters shown on Schedule C of the Commitment or any liens on the Property and such matters will not be deemed to be Permitted Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant to Section 8.3 of this Agreement.

Title Commitment and Survey. 3.1. Attached hereto as Exhibit D is a copy of a title commitment for an owner's ALTA title insurance policy issued by Chicago Title Insurance Company (hereinafter referred to as "Title Insurer") dated August 29, 1996 for the Property (the "Title Commitment"), along with copies of each of the documents referred to as numbers 5-15, inclusive, in Schedule B - Section 2 of the Title Commitment (collectively, the "Title Exceptions"). For purposes of this Agreement, but subject to the terms and conditions hereinafter set forth, "Permitted Exceptions" shall mean: (a) Buyer has received the Title Exceptions; (b) matters shown on the "Existing Survey" (hereinafter defined); (c) matters caused by the actions of Purchaser; (d) the Loan Documents; and reviewed (e) the title exceptions set forth in Schedule B - Section 2 of the Title Commitment as Numbers 3 and 4. All other exceptions to title shall be referred to as "Unpermitted Exceptions". Notwithstanding anything to the contrary contained herein, Purchaser shall have ten (10) days after its receipt of a copy signed counterpart of this Agreement from Seller in which to review the Title Commitment, the Title Exceptions and the Existing Survey, and to confirm the availability of such title endorsements as Purchaser shall require (the "Endorsements"), and to notify Seller of any objections thereto, and the reasons for Purchaser's objection. In the event that Purchaser fails to notify Seller of any objections thereto within the aforesaid ten (10) day period, Purchaser shall be deemed to have approved the Permitted Exceptions, including the Existing Survey and the Endorsements. In the event that Purchaser does notify Seller of one or more objections to the Title Commitment, the Title Exception, the Existing Survey and/or the Endorsements, and the reasons for Purchaser's objection, within the aforesaid ten (10) day period, Seller shall have ten (10) days from its receipt of Purchaser's objection to, at its option, either (i) accept the objections, in which case the objections shall become Unpermitted Exceptions, or (ii) reject the objection, in which case, subject to the provisions of the immediately following sentence, this Agreement shall become null and void without further action of the parties, and all Earnest Money theretofore deposixxx xxxo the escrow by Purchaser, together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for Purchaser's obligation to indemnify Seller and restore the Property, as more fully set forth in Paragraph 7. Notwithstanding the foregoing, if Seller rejects the Purchaser's objection within the aforesaid ten (10) day period, Purchaser shall have ten (10) days from its receipt of Seller's rejection to withdraw its objection to the Permitted Exceptions, and to approve the Permitted Exceptions. Absent notice from Seller that Seller is terminating this Agreement as a result of Purchaser's objections, Seller shall be deemed to have accepted the Purchaser's objections, and the objections shall be deemed Unpermitted Exceptions. The Title Commitment shall be conclusive evidence of good title as therein shown as to all matters to be insured by the title policy, subject only to the exceptions therein stated. On the Closing Date, Title Insurer shall deliver to Purchaser an ALTA title policy in conformance with the previously delivered Title Commitment, with extended coverage and including the Endorsements, subject to the Permitted Exceptions and Unpermitted Exceptions waived by Purchaser (the "Title Policy"). Purchaser shall pay for all of the costs of the Title Commitment and Title Policy, including, but not limited to, any fees paid to a North Carolina attorney for an opinion of counsel required for the Existing SurveyTitle Insurer to issue the Title Policy. Buyer is solely responsible Purchaser shall also pay for obtaining any updated title commitments, surveys, or any other title related matters Buyer desires with respect to the Assets at Buyer’s sole cost and expense. Buyer shall have until not later than 5:00 p.m. Eastern Time on the date that is no later than ten (10) days prior to the end all of the Due Diligence Period (costs of the “Title Report Objection Date”)Endorsements, including, but not limited to, any fees paid to notify Seller’s a North Carolina attorney in writing (the “Title Report Objection Notice”) as to any items shown on for an opinion of counsel required for the Title Commitment (as updated if applicable) that Buyer believes are not Permitted Exceptions. Buyer’s failure Insurer to timely deliver issue the Title Report Objection Notice on or prior to the 5:00 p.m. Eastern Time on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance of the Title Commitment and Buyer shall be deemed to have unconditionally waived any right to object to any matters set forth therein. If Buyer timely delivers a Title Report Objection Notice, Seller shall have seven (7) days after receipt of such notice to notify Buyer (i) that Seller will remove or cause to be removed such objectionable exceptions from title on or before the Closing, in which case the provisions of subsection 8.3(b) shall apply; or (ii) that Seller elects not to cause such exceptions to be removed at which time Buyer may elect, prior to the end of the Due Diligence Period, to accept the Title in its current condition or terminate this Agreement in which event the Deposit shall be promptly delivered to Seller and the parties shall have no further obligations to each other except for those that expressly survive the termination of this Agreement. Nothing in this subsection shall require Seller, despite any election by Seller to attempt to discharge any title exceptions, to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, other than with respect to the Pre-Effective Date Seller Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant to Section 8.3 of this AgreementEndorsements.

Title Commitment and Survey. (a) Buyer has received and reviewed 3.1. Attached hereto as Exhibit_D is a copy of a title commitment for an owner's standard title insurance policy issued by Slotzky, Wolfe & Bailey, as agent for Chixxxx Titxx Xxxurance Corporation (hereinafter referred to as "Title Insurer") dated June 14, 1996 for the Property (the "Title Commitment"). The Title Commitment shall be conclusive evidence of good title as therein shown as to all matters to be insured by the title policy, subject only to the exceptions therein stated. On the Closing Date, Title Insurer shall deliver to Purchaser a standard title policy (1970, if available) in conformance with the previously delivered Title Commitment, subject to Permitted Exceptions and Unpermitted Exceptions (as said terms are defined below) waived by Purchaser (the "Title Policy"). Purchaser shall pay the costs of the Title Commitment and Title Policy and the cost of any endorsements (other than endorsements obtained by Seller in order to insure over Unpermitted Exceptions) to, or extended coverage on, the Title Policy. 3.2. Purchaser has received a survey of the Property prepared by Construction Engineering Associates dated October 29, 1984, revised September 16, 1985 (the "Existing Survey"). Purchaser shall pay the costs of updating the Existing Survey and Seller shall deliver the updated survey (the "Updated Survey. Buyer is solely responsible for obtaining any updated title commitments, surveys, or any other title related matters Buyer desires with respect ") to the Assets at Buyer’s sole cost and expense. Buyer shall have until not later than 5:00 p.m. Eastern Time on Purchaser within 20 days after the date that is no later than ten (10) days prior to the end of the Due Diligence Period (the “Title Report Objection Date”), to notify Seller’s attorney in writing (the “Title Report Objection Notice”) as to any items shown on the Title Commitment (as updated if applicable) that Buyer believes are not Permitted Exceptionshereof. Buyer’s failure to timely deliver the Title Report Objection Notice on or prior to the 5:00 p.m. Eastern Time on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance of the Title Commitment and Buyer The Updated Survey shall be deemed made in accordance with Purchaser's survey standards furnished to have unconditionally waived any right Seller. 3.3. The obligation of Purchaser to object to any matters pay various costs set forth therein. If Buyer timely delivers a Title Report Objection Notice, Seller in Paragraphs 3.1 and 3.2 shall have seven (7) days after receipt of such notice to notify Buyer (i) that Seller will remove or cause to be removed such objectionable exceptions from title on or before the Closing, in which case the provisions of subsection 8.3(b) shall apply; or (ii) that Seller elects not to cause such exceptions to be removed at which time Buyer may elect, prior to the end of the Due Diligence Period, to accept the Title in its current condition or terminate this Agreement in which event the Deposit shall be promptly delivered to Seller and the parties shall have no further obligations to each other except for those that expressly survive the termination of this Agreement. 3.4. Nothing On or before the date five (5) business days after Purchaser shall have received from Seller the Updated Survey (the "Title Date"), Purchaser shall advise Seller in this subsection shall require Seller, despite writing if any election exceptions to title shown on the Title Commitment are disapproved by Seller to attempt to discharge any title exceptions, to take or bring any action or proceeding Purchaser or any other steps matters on the Updated Survey are unacceptable to remove any Purchaser. If Purchaser does not so advise Seller on or before the Title Date, all exceptions to title exception or shown on the Title Commitment shall be deemed Permitted Exceptions and all matters shown on the Existing Survey shall be deemed acceptable to expend any moneys therefor, other than with respect to the Pre-Effective Date Seller Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant to Section 8.3 Purchaser. For purposes of this Agreement, "Permitted Exceptions" shall mean: (a) general real estate taxes, association assessments, special assessments, special district taxes and related charges not yet due and payable; (b) matters shown on the Updated Survey not disapproved by Purchaser in writing as provided above; (c) matters caused by the actions of Purchaser; and (d) the title exceptions set forth in the Title Commitment not disapproved in writing by Purchaser as provided above, to the extent that same affect the Property. Purchaser agrees to use diligent efforts to cause the Title Insurer to remove the general printed exceptions contained in the standard title policy to be issued by Title Insurer, including, without limitation, paying the cost thereof, and Seller agrees to execute a standard Chicago Title Owner's statement in the form customarily used in Georgia in order to assist Purchaser in obtaining extended coverage but shall not be obligated to incur any cost or liability (other than on account of the Owner's statement) in providing such assistance. If Purchaser fails to use such diligent efforts, the general printed exceptions will constitute Permitted Exceptions. All exceptions to title other than those described above in this Paragraph as Permitted Exceptions shall be referred to as "Unpermitted Exceptions". With respect to Unpermitted Exceptions for liens and encumbrances of a definite or ascertainable amount securing borrowed money, mechanics liens or for unpaid real estate taxes and assessments ("Monetary Unpermitted Exceptions"), the indebtedness giving rise to such Monetary Unpermitted Exceptions will be paid at the Closing and the lien thereby released and removed. Seller's obligations under the preceding sentence shall be limited to Monetary Unpermitted Exceptions arising out of an affirmative action of Seller (such as execution of a mortgage, entering into a contract for construction work on the Property or non-payment of real estate taxes). Any Unpermitted Exceptions to title which are insured over by the Title Insurer and reasonably approved as such by Purchaser, as provided herein, shall be deemed Permitted Exceptions. If Seller fails to have any Unpermitted Exceptions (other than a Monetary Unpermitted Exception) removed or insured over prior to the date thirty (30) days after Seller's receipt of Purchaser's notice of Unpermitted Exceptions, Purchaser may elect, by written notice to Seller given five (5) days after the end of such 30 day period, (i) to accept title as it then is (in which case such exceptions shall be deemed "Permitted Exceptions"), or (ii) to terminate this Agreement, and all of the rights and remedies of the parties hereto, except for Purchaser's obligation to indemnify Seller and restore the Property, as more fully set forth in Paragraph 7. In the event Seller fails to have any Unpermitted Exception (other than a Monetary Unpermitted Exception) removed or insured over prior to the Closing, the time of the Closing shall be delayed to give effect to said aforementioned time periods. Purchaser shall have the right to pay Monetary Unpermitted Exceptions at Closing, if Seller fails to do so, at no liability or cost to Seller and no adjustment to the Purchase Price.

Title Commitment and Survey. (a) Buyer has received and reviewed a copy of Seller shall order the Title Commitment and the Existing SurveySurvey and cause the same to be delivered to Purchaser as promptly as reasonably practicable. Buyer In the event (i) the Survey shows any easement, right-of-way, encroachment, conflict, protrusion or other matter affecting the Property that is solely responsible for obtaining any updated title commitments, surveysunacceptable to Purchaser, or (ii) any other title related matters Buyer desires with respect exceptions appear in the Title Commitment that are unacceptable to the Assets at Buyer’s sole cost and expense. Buyer Purchaser, Purchaser shall have until not later than 5:00 p.m. Eastern Time on the date that is no later than within ten (10) business days prior to the end after receipt of the Due Diligence Period (Survey and the “Title Report Objection Date”)Commitment, to notify Seller’s attorney Seller in writing of such facts and the reasons therefor ("Purchaser's Objections"). Upon the “Title Report Objection Notice”expiration of said ten (10) as to any items shown on the Title Commitment (as updated business day period, except for Purchaser's Objections if applicable) that Buyer believes same are not Permitted Exceptions. Buyer’s failure to timely deliver the Title Report Objection Notice on or prior to the 5:00 p.m. Eastern Time on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance of the Title Commitment and Buyer raised, Purchaser shall be deemed to have unconditionally waived any right accepted the form and substance of the Survey and the Title Commitment. Notwithstanding anything to object to any matters set forth therein. If Buyer timely delivers a Title Report Objection Noticethe contrary contained herein, Seller shall have seven (7) days after receipt of such notice to notify Buyer (i) that Seller will remove or cause to be removed such objectionable exceptions from title on or before the Closing, in which case the provisions of subsection 8.3(b) shall apply; or (ii) that Seller elects not to cause such exceptions to be removed at which time Buyer may elect, prior to the end of the Due Diligence Period, to accept the Title in its current condition or terminate this Agreement in which event the Deposit shall be promptly delivered to Seller and the parties shall have no further obligations to each other except for those that expressly survive the termination of this Agreement. Nothing in this subsection shall require Seller, despite take any election by Seller to attempt to discharge any title exceptions, to take steps or bring any action or proceeding or otherwise to incur any other steps effort or expense whatsoever to remove eliminate or modify any title exception of the Purchaser's Objections. Seller may, within ten (10) business days after receipt of written notice of Purchaser's Objections ("Seller's Cure Period"), deliver to Purchaser written notice ("Seller's Cure Notice") setting forth which of Purchaser's Objections Seller will endeavor to cure prior to the Closing Date and which of Purchaser's Objections Seller cannot or does not intend to expend cure. If Seller has not given Seller's Cure Notice by the end of Seller's Cure Period, Seller shall be deemed to have given notice that it does not intend to cure any moneys thereforof Purchaser's Objections. If by the end of Seller's Cure Period, Seller has not cured or undertaken to cure all of Purchaser's Objections to the reasonable satisfaction of Purchaser, Purchaser may (as its sole and exclusive remedy) terminate this Agreement by delivering written notice thereof to Seller not later than 5:00 p.m., Dallas, Texas time, on the first business day following the end of Seller's Cure Period. If one (1) business day prior to the Closing Date, Seller has not cured to the reasonable satisfaction of Purchaser all of Purchaser's Objections which Seller has in Seller's Cure Notice undertaken to cure, Purchaser may (as its sole and exclusive remedy) terminate this Agreement by written notice to Seller on the Closing Date. In the event of a termination of this Agreement by Purchaser under this Section 5.1.2, neither party shall have any further obligations hereunder other than with respect to the Pre-Effective Date Seller Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant to Section 8.3 of this AgreementSurviving Obligations.

Title Commitment and Survey. (a) Buyer has received In the event (i) the Survey shows any easement, right- of-way, encroachment, conflict, protrusion or other matter affecting the Property that is unacceptable to Purchaser, or (ii) any exceptions appear in the Title Commitment (other than the standard printed exceptions set forth in the standard Texas form of Commitment for Title Insurance or the exceptions listed on Exhibit Q attached hereto and reviewed made a copy part hereof), that are unacceptable to Purchaser, Purchaser shall within five (5) business days after receipt of the Survey, the Title Commitment and copies of all documents referred to as exceptions in the Existing Survey. Buyer is solely responsible for obtaining any updated title commitmentsTitle Commitment, surveys, or any other title related matters Buyer desires with respect to the Assets at Buyer’s sole cost and expense. Buyer shall have until not later than 5:00 p.m. Eastern Time on the date that is no later than ten (10) days prior to the end of the Due Diligence Period (the “Title Report Objection Date”), to notify Seller’s attorney Seller in writing of such facts and the reasons therefore ("Purchaser's Objections"). Upon the “Title Report Objection Notice”expiration of said five (5) as to any items shown on the Title Commitment (as updated business day period, except for Purchaser's Objections if applicable) that Buyer believes same are not Permitted Exceptions. Buyer’s failure to timely deliver the Title Report Objection Notice on or prior to the 5:00 p.m. Eastern Time on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance of the Title Commitment and Buyer raised, Purchaser shall be deemed to have unconditionally waived any right accepted the form and substance of the Survey, all matters shown thereon, all exceptions to object Title Commitment and other items shown thereon. Notwithstanding anything to any matters set forth therein. If Buyer timely delivers a Title Report Objection Noticethe contrary contained herein, Seller shall have seven (7) days after receipt of such notice to notify Buyer (i) that Seller will remove or cause to be removed such objectionable exceptions from title on or before the Closing, in which case the provisions of subsection 8.3(b) shall apply; or (ii) that Seller elects not to cause such exceptions to be removed at which time Buyer may elect, prior to the end of the Due Diligence Period, to accept the Title in its current condition or terminate this Agreement in which event the Deposit shall be promptly delivered to Seller and the parties shall have no further obligations to each other except for those that expressly survive the termination of this Agreement. Nothing in this subsection shall require Seller, despite take any election by Seller to attempt to discharge any title exceptions, to take steps or bring any action or proceeding or otherwise to incur any other steps effort or expense whatsoever to remove eliminate or modify any title exception of the Purchaser's Objections. In the event Seller is unable or unwilling to expend eliminate or modify all of Purchaser's Objections to the reasonable satisfaction of Purchaser, Purchaser may (as its sole and exclusive remedy) terminate this Agreement by delivering notice thereof in writing to Seller by the earlier to occur of (i) the Closing Date or (ii) five (5) days after Seller's written notice to Purchaser of Seller's intent to not cure one or more of such Purchaser's Objections, in which event neither party shall have any moneys therefor, obligations hereunder other than with respect to the Pre-Effective Date Seller Surviving Obligations. (b) The term "Permitted Encumbrances" as used herein includes: (i) any easement, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant to Section 8.3 right of this Agreement.way, encroachment conflict, discrepancy, overlapping of improvements, protrusion, lien, encumbrance, restriction, condition, covenant,

Title Commitment and Survey. a. Attached hereto as Exhibit D is a title commitment dated March 11, 1997 (a"Title Commitment") Buyer for an owner's standard coverage title insurance policy issued by Title First Agency, Inc., as agent for Commonwealth Land Title Insurance Company ("Title Insurer"). The owner's Title Policy (as hereinafter defined) issued at Closing will be in the aggregate amount of the Purchase Price and shall insure the real property described in Exhibit A subject only to real estate taxes not yet due and payable, the construction contracts for the "Work" (hereinafter defined) which has received and reviewed a copy not been completed as of the Closing Date, the special title exceptions set forth in Schedule B-Section 2, Numbers 10 through 18, inclusive, of the Title Commitment and a title exception addressing the Existing Surveyrights of those tenants shown on a current rent roll ("Permitted Exceptions"). Buyer is solely responsible for obtaining any updated The Title Commitment shall be conclusive evidence of good title commitmentsas therein shown as to all matters insured by the policy, surveys, or any other title related matters Buyer desires with respect subject only to the Assets at Buyer’s sole cost and expenseexceptions therein stated. Buyer On the Closing Date, Seller shall have until not later than 5:00 p.m. Eastern Time on the date that is no later than ten (10) days prior to the end of the Due Diligence Period (the “Title Report Objection Date”), to notify Seller’s attorney in writing (the “Title Report Objection Notice”) as to any items shown on cause the Title Commitment (as updated if applicable) that Buyer believes are not Permitted Exceptions. Buyer’s failure Insurer to timely deliver issue the Title Report Objection Notice on Policy or prior to a "marked up" commitment in favor of Purchaser containing only the 5:00 p.m. Eastern Time on Permitted Exceptions and the Title Report Objection Date "extended coverage", and the special endorsements required by Purchaser. Seller shall constitute Buyer’s irrevocable acceptance pay for the costs of the Title Commitment and Buyer Policy; however, Purchaser shall be deemed to have unconditionally waived pay for the costs of "extended coverage" or any right to object to any matters set forth therein. If Buyer timely delivers a Title Report Objection Notice, Seller shall have seven (7) days after special endorsements which Purchaser requires. b. Purchaser acknowledges receipt of such notice to notify Buyer a survey (i"Survey") that of the Property prepared by Myers Surveying Company dated Juxx 00, 1994 and updated August 2, 1996. Seller will remove or cause use commercially reasonable efforts to be removed such objectionable exceptions from title on or before provide Purchaser with an update of the survey ("Updated Survey") as soon as possible after the Closing, but Closing will not be delayed on account of the inability to provide such an update. Seller agrees to pay up to $2,500 for the Updated Survey and Purchaser agrees to pay for the cost of the Updated Survey in which case the excess of such $2,500. The provisions of subsection 8.3(b) this Paragraph 3.b. shall apply; or (ii) that Seller elects not to cause such exceptions to be removed at which time Buyer may elect, prior to survive the end delivery of the Due Diligence Period, to accept the Title in its current condition or terminate this Agreement in which event the Deposit shall be promptly delivered to Seller Deed and the parties shall have no further obligations to each other except for those that expressly survive the termination Closing of this Agreement. Nothing in this subsection shall require Seller, despite any election by Seller to attempt to discharge any title exceptions, to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, other than with respect to the Pre-Effective Date Seller Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant to Section 8.3 of this Agreementtransaction.

Title Commitment and Survey. a. Attached hereto as Exhibit D is a title commitment dated May 24, 1996 (a"Title Commitment") Buyer has received for an owner's standard coverage title insurance policy issued by Baton Rouge Title Co., Inc., as agent for Commonwealth Title Insurance Company ("Title Insurer"). The owner's Title Policy (as hereinafter defined) issued at Closing will be in the aggregate amount of the Purchase Price and reviewed a copy the purchase prices for the Other Property (as hereinafter defined), if any, and shall insure the real property described in Exhibit A subject only to real estate taxes not yet due and payable, and the special title exceptions set forth in Schedule B-Section 2, Numbers 2 through 8 inclusive of the Title Commitment and the Existing Survey("Permitted Exceptions"). Buyer is solely responsible for obtaining any Seller will provide Purchaser with an updated title commitments, surveys, or any other title related matters Buyer desires with respect to the Assets at Buyer’s sole cost and expense. Buyer shall have until not later than 5:00 p.m. Eastern Time on the date that is no later than Title Commitment within ten (10) days prior from the date hereof. Purchaser and Seller acknowledge and agree that a single policy of title insurance (the "Title Policy") shall be issued for the Property and the two (2) other properties commonly known as Forestwood Apartments and Sherwood Acres I and II Apartments, each located in East Baton Rouge Parish, Louisiana, which may be acquired by Purchaser simultaneously with the acquisition of the Property (the "Other Property"). The Title Commitment shall be conclusive evidence of good title as therein shown as to all matters insured by the policy, subject only to the end of exceptions therein stated. On the Due Diligence Period (the “Title Report Objection Closing Date”), to notify Seller’s attorney in writing (the “Title Report Objection Notice”) as to any items shown on Seller shall cause the Title Commitment (as updated if applicable) that Buyer believes are not Permitted Exceptions. Buyer’s failure Insurer to timely deliver issue the Title Report Objection Notice on Policy or prior to a "marked up" commitment in favor of Purchaser containing only the 5:00 p.m. Eastern Time on Permitted Exceptions and the Title Report Objection Date "extended coverage", and the special endorsements required by Purchaser. Seller shall constitute Buyer’s irrevocable acceptance pay the costs of the Title Commitment Policy and Buyer shall be deemed to have unconditionally waived any right to object to any matters set forth thereinthe costs of "extended coverage" and the special endorsements which Purchaser requires. b. Purchaser acknowledges receipt of a survey ("Survey") of the Property prepared by Evans-Graves Engineers, Inc. datxx Xxxxxx 00, 1996. If Buyer timely delivers a Title Report Objection Notice, Seller shall have seven Within twenty-one (721) days after receipt of such notice to notify Buyer (i) that Seller will remove or cause to be removed such objectionable exceptions from title on or before the Closing, in which case the provisions of subsection 8.3(b) shall apply; or (ii) that Seller elects not to cause such exceptions to be removed at which time Buyer may elect, prior to the end of the Due Diligence Period, to accept the Title in its current condition or terminate this Agreement in which event the Deposit shall be promptly delivered to Seller and the parties shall have no further obligations to each other except for those that expressly survive the termination date of this Agreement. Nothing in this subsection shall require Seller, despite any election by Purchaser will provide Seller to attempt to discharge any title exceptions, to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, other than with respect an update of the survey ("Updated Survey") certified to the Pre-Effective Date Seller EncumbrancesPurchaser. However, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant to Section 8.3 if Purchaser requires any additional survey work after the Updated Survey, Purchaser shall pay for the cost of this Agreementsuch additional work.

Title Commitment and Survey. 3.1 Attached hereto as Exhibit F is a copy of a title commitment for an owner's standard title insurance policy issued by Charter Title Company, as agent for Lawyers Title Insurance Corporation, dated September 9, 1996 for the Property ("Title Commitment"). For purposes of this Agreement, "Permitted Exceptions" shall mean: (a) Buyer has received general ad valorem real estate taxes for the year 1996 and reviewed a copy subsequent years not yet due and payable; (b) association assessments, special district taxes and related charges not yet due and payable; (c) matters shown on the Survey (as hereinafter defined); (d) matters caused by the action or inaction of Purchaser or its agents; (e) the title exceptions set forth in Schedule B of the Title Commitment as Numbers 6, 7, 9, 10 and 11; (f) the Existing Surveyrights of tenants under leases; and (g) liens or encumbrances of a definite or ascertainable amount which may be removed or, in the case of such monetary liens, insured over by the payment of money or other security at the Closing Date, and which Seller removes or causes to be insured over at the Closing Date in accordance with Paragraph 5 hereof. Buyer is solely responsible All other exceptions to title shall be referred to as "Unpermitted Exceptions". On the Closing Date, Fidelity National Title Insurance Company ("Title Insurer") shall deliver to Purchaser a standard title policy in conformance with the previously delivered Title Commitment, subject only to Permitted Exceptions (excluding, however, the Permitted Exceptions described in subclause (g) above) and Unpermitted Exceptions waived in writing by Purchaser ("Title Policy"). The Title Policy shall be conclusive evidence of good title as therein shown as to all matters to be insured by the Title Policy, subject only to the exceptions and requirements therein stated. Purchaser and Seller shall equally share the costs of the standard Title Policy, and Purchaser shall pay for obtaining the cost of any updated title commitments, surveysendorsements (other than curative endorsements for matters for which Seller has agreed to remove) to, or any other title related matters Buyer desires with respect to the Assets at Buyer’s sole cost and expense. Buyer shall have until not later than 5:00 p.m. Eastern Time on the date that is no later than ten (10) days prior to the end of the Due Diligence Period (the “Title Report Objection Date”)extended coverage on, to notify Seller’s attorney in writing (the “Title Report Objection Notice”) as to any items shown on the Title Commitment (Policy as updated if applicable) that Buyer believes are not Permitted Exceptions. Buyer’s failure to timely deliver the Title Report Objection Notice on requested by Purchaser or prior to the 5:00 p.m. Eastern Time on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance of the Title Commitment and Buyer shall be deemed to have unconditionally waived any right to object to any matters set forth therein. If Buyer timely delivers a Title Report Objection Notice, Seller shall have seven (7) days after receipt of such notice to notify Buyer (i) that Seller will remove or cause to be removed such objectionable exceptions from title on or before the Closing, in which case the provisions of subsection 8.3(b) shall apply; or (ii) that Seller elects not to cause such exceptions to be removed at which time Buyer may elect, prior to the end of the Due Diligence Period, to accept the Title in its current condition or terminate this Agreement in which event the Deposit shall be promptly delivered to Seller and the parties shall have no further obligations to each other except for those that expressly survive the termination of this Agreement. Nothing in this subsection shall require Seller, despite any election by Seller to attempt to discharge any title exceptions, to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, other than with respect to the Pre-Effective Date Seller Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant to Section 8.3 of this AgreementPurchaser's lender.

Title Commitment and Survey. (a) Buyer Within twenty (20) days after the Effective Date, Seller shall deliver to Purchaser for Purchaser’s review, a commitment for title insurance (the “Title Commitment’) for an Owner’s Policy of Title Insurance issued by Xxxxxxx Xxxxx, as issuing agent for Fidelity National Title Insurance Company (the “Title Company”). If the extent of the Excluded Parcels has not been determined by the date the Title Commitment is issued, the insured property under the Title Commitment shall be the Parent Tract initially, and once the legal descriptions of the Excluded Parcels have been determined the Title Commitment shall be amended to limit the insured property to the Land. In addition, if the Access Changes occur pursuant to Section 4.7 and the Land is reconfigured as a result or appurtenant easements are agreed between the parties, Seller will cause the Title Commitment to be promptly further amended to conform the insured property to the reconfigured Land and Property. (b) Within ten (10) days after the Effective Date, Seller shall deliver to Purchaser the most current existing survey of the Parent Tract in Seller’s possession (the "Existing Survey"), if any. Purchaser shall, as soon as reasonably possible and in any event not later than forty-five (45) days after the Effective Date, cause to be prepared and furnished to Seller a draft or preliminary boundary survey (the "Preliminary Survey") of the Parent Tract divided into various parcels – the Land and the Excluded Parcels - and prepared by a registered land surveyor in the State of Florida selected by Purchaser and reasonably acceptable to Seller (the "Surveyor") in conformity with the minimum technical standards promulgated by the Florida Board of Land Surveyors. In addition, at such time as any Access Changes are approved by the parties to the Access Agreements (as hereinafter defined), Purchaser shall cause the Preliminary Survey to be updated to reflect any changes to the Land resulting therefrom. The size, configuration and boundaries of the Land and the Excluded Parcels, as reflected in the Preliminary Survey, shall conform to the requirements of this Agreement and shall be subject to the prior written approval of Seller, which approval shall not be unreasonably withheld. Upon Seller's approval of the Preliminary Survey and the size, configuration and boundaries of the Land and the Excluded Parcels, as reflected therein (as the same may be revised as necessary to obtain Seller's approval thereof), Purchaser shall cause a final boundary survey (the "Survey") of the Parent Tract (divided into the Land and the Excluded Parcels) conforming to the approved Preliminary Survey to be prepared by the Surveyor and certified to Seller, Purchaser and the Title Company. The Survey shall contain metes and bounds descriptions of the Land and the Excluded Parcels, as well as the Reserved Easements described in Section 9.1, which metes and bounds descriptions shall be the descriptions of such properties for all purposes under this Agreement. The cost of the Preliminary Survey and the Survey will be equitably split to so Purchaser pays the cost associated with the Land and the Seller pays the cost associated with the Excluded Parcels. (c) Purchaser shall have the period (the “Approval Period”) commencing on the Effective Date and ending the later of thirty (30) days after receipt of the later to be received of Title Commitment and reviewed a copy of the then available survey (the "Available Survey," being the Existing Survey, the Preliminary Survey or the Survey; provided, however, that any Existing Survey shall be superseded by the Preliminary Survey and the Preliminary Survey shall be superseded by the Survey) within which to review the Title Commitment and Available Survey and to object to any matters contained therein (but only so long as such matters do not relate to any requirement or exception arising from the identity of, or financing requirement by, Purchaser). If Purchaser fails to object to any matters by written notice to Seller within the Approval Period, Purchaser shall be deemed to have approved all matters disclosed by the Title Commitment and the Existing Available Survey. Buyer is solely responsible for obtaining any updated title commitments, surveys, or any other title related matters Buyer desires with respect to the Assets at Buyer’s sole cost and expense. Buyer shall have until not later than 5:00 p.m. Eastern Time on the date that is no later than ten (10) days prior to the end of the Due Diligence Period (the “Title Report Objection Date”), to notify Seller’s attorney in writing (the “Title Report Objection Notice”) as If Purchaser objects to any items shown on such matters by written notice to Seller during the Title Commitment (as updated if applicable) that Buyer believes are not Permitted Exceptions. Buyer’s failure to timely deliver the Title Report Objection Notice on or prior to the 5:00 p.m. Eastern Time on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance of the Title Commitment and Buyer shall be deemed to have unconditionally waived any right to object to any matters set forth therein. If Buyer timely delivers a Title Report Objection NoticeApproval Period, Seller shall have seven the right (7without any obligation to do so) to cure or attempt to cure Purchaser’s objection to such matter within sixty (60) days after receipt Purchaser’s notice of such notice objection, or, if sooner, by the Closing Date. In the event Seller is unable to notify Buyer (i) that Seller will remove or cause to be removed such objectionable exceptions from title on or before the Closing, in which case the provisions of subsection 8.3(b) shall apply; or (ii) that Seller elects not to cause cure any one or more of Purchaser’s objections, Seller shall notify Purchaser in writing of such exceptions to be removed election (the “Election Notice”), and Purchaser may at which time Buyer may elect, prior to the end of the Due Diligence Period, to accept the Title in its current condition or option terminate this Agreement by notifying Seller in writing within five (5) days after receiving the Election Notice, in which event the Deposit Escrow Agent shall be promptly delivered return the Xxxxxxx Money to Seller Purchaser and the parties shall have no further liability to one another, except as to such obligations to each other except for those that expressly as specifically survive the termination of this Agreement. Nothing in this subsection If Purchaser fails to terminate the Agreement within five (5) days after receiving the Election Notice, Purchaser shall require Sellerbe deemed to have waived such objection(s) addressed thereby and the parties shall proceed to Closing, despite any election by Seller to attempt to discharge any title exceptions, to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, other than with respect subject to the Pre-Effective Date Seller Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant to Section 8.3 remaining terms of this Agreement. The term “Permitted Exceptions,” as used herein, shall mean (i) any matters listed in Schedule B, Section 2 of the Title Commitment or disclosed by the Available Survey to which Purchaser does not object within the Approval Period or for which Purchaser's objection is subsequently waived or deemed waived pursuant to the express terms of this Agreement, and (ii) any matters specifically identified as Permitted Exceptions in this Agreement. Notwithstanding anything contained herein, Seller agrees to take such actions as necessary to satisfy or cause to be waived all B-1 requirements in the Title Commitment within its control (which shall not include the removal of the survey exception if no sufficient survey is obtained by Purchaser) and to satisfy, pay or bond-off at Closing from the sales proceeds or otherwise (a) amounts secured by any mortgage lien or security interest encumbering the Property; (b) all real estate taxes and assessments which are due and payable on or prior to the Closing (subject to proration adjustments as provided herein), if any; (c) any liquidated final non-appealable liens or judgments affecting all or any portion of the Property; and (d) any other monetary liens against the Property unless such liens relate to ongoing obligations applicable to obligations for the period after Closing under the BSRA (or Amended BSRA, as applicable) (collectively, the “Mandatory Removal Liens”) and the Mandatory Removal Liens shall not constitute Permitted Exceptions. In the event that the Title Commitment is amended as contemplated in Section 4.1(a) of this Agreement or updated and new items are added as exceptions to title or in the event the Available Survey is superseded and new matters are set forth in such new Available Survey, Purchaser shall have the right to object to such new matters within ten (10) days after receipt of such updated Title Commitment or new Available Survey, and the procedures and time periods above shall apply to the potential curing of such objections and the parties’ options arising therefrom. The preceding sentence shall not affect Purchaser’s right to assert a default by Seller pursuant to this Agreement in the event such matter constitutes a default by Seller under this Agreement.

Title Commitment and Survey. (a) Buyer has received Purchaser, at its sole cost and reviewed a copy expense (except as set forth in clause (2) below), shall have the option to obtain the following: (1) An ALTA Commitment for Title Insurance (the “Title Commitment”) from First American Title Company, Inc. (the “Title Company”), 0000 Xxxxxxxxx Xxxx., Xxxxxxxx, Xxxxxx 00000, Attention: Xxxxx Xxxxxxx, setting forth the status of title of the Title Commitment Lease Tract, and showing all liens, claims, encumbrances, rights-of-way, reservations, restrictions, outstanding mineral interests, and other matters, if any, relating to the Lease Tract. (2) A survey of the Lease Tract and the Existing Improvements (the “Survey. Buyer is solely responsible for obtaining any updated title commitments”). (3) Current searches (the “UCC Searches”), surveysreflecting all UCC-1 filings which relate to the Property and which reflect Seller, or any other title related person who has owned the Lease Tract within the last five (5) years, as “Debtor”. (b) If the Title Commitment, Survey or the UCC Searches, or any update of the Title Commitment, Survey or UCC Searches, shows that the Property is subject to any lien, claim, encumbrance, reservation, restriction or other matter of whatsoever nature other than the Permitted Encumbrances (all liens, claims, encumbrances, reservations, restrictions and other matters Buyer desires with respect that affect the Property herein being called the “Encumbrances”), then Purchaser shall have the right to terminate this Agreement at any time prior to Closing and receive a return of the Xxxxxxx Money. As used herein, the term “Permitted Encumbrances” shall mean those items listed on Exhibit ”C” attached hereto. Seller shall not place, or allow to be placed, any Encumbrance of any nature against or relating to the Assets Property between the date hereof and the Closing Date. In the event any such Encumbrance is placed against or otherwise becomes relative to the Property between the date hereof and the Closing Date, or in the event any Encumbrance that constitutes a monetary lien exists against the Property, then notwithstanding the other provisions of this paragraph, Seller, at Buyer’s its sole cost and expense. Buyer , shall have until not later than 5:00 p.m. Eastern Time on cure or remove such Encumbrance and shall deliver within thirty (30) days of the date that such Encumbrance is no later than ten (10) days prior placed against or otherwise becomes relative to the end Property an amended Title Commitment, Survey and UCC Search reflecting the cure of such Encumbrance (in which event, if necessary, the Due Diligence Period (the “Title Report Objection Date”), to notify Seller’s attorney in writing (the “Title Report Objection Notice”) as to any items shown on the Title Commitment (as updated if applicable) that Buyer believes are not Permitted Exceptions. Buyer’s failure to timely deliver the Title Report Objection Notice on or prior to the 5:00 p.m. Eastern Time on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance of the Title Commitment and Buyer Closing shall be deemed to have unconditionally waived any right to object to any matters set forth therein. If Buyer timely delivers a Title Report Objection Notice, Seller shall have seven (7) days after receipt delayed for an equivalent period of such notice to notify Buyer (i) that Seller will remove or cause to be removed such objectionable exceptions from title on or before the Closing, in which case the provisions of subsection 8.3(b) shall apply; or (ii) that Seller elects not to cause such exceptions to be removed at which time Buyer may elect, prior to the end of the Due Diligence Period, to accept the Title in its current condition or terminate this Agreement in which event the Deposit shall be promptly delivered to Seller and the parties shall have no further obligations to each other except for those that expressly survive the termination of this Agreement. Nothing in this subsection shall require Seller, despite any election by Seller to attempt to discharge any title exceptions, to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, other than with respect to the Pre-Effective Date Seller Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant to Section 8.3 of this Agreementtime).

Title Commitment and Survey. Seller has provided to Purchaser a title insurance commitment with an effective date of [VARIES]5 (a“Commitment”) Buyer has received and reviewed for an Owner’s Policy of Title Insurance (Commitment No. [VARIES]5) from First American Title Insurance Company (“Title Company”), covering the Land, together with copies of all instruments reflected as exceptions set forth therein, as well as a copy of the Title Commitment and the Existing Survey. Buyer is solely responsible for obtaining any updated title commitments, surveys, or any other title related matters Buyer desires with respect to the Assets at BuyerSeller’s sole cost and expense. Buyer shall have until not later than 5:00 p.m. Eastern Time on the date that is no later than ten (10) days prior to the end existing ALTA survey of the Due Diligence Period Land prepared by Xxxx, Xxxx & Xxxxxxxxx Inc. (the “Title Report Objection DateSurveyor”), to notify Seller’s attorney in writing Job No. [VARIES]5, and dated [VARIES]5 (the “Title Report Objection NoticeSurvey”) as ). With respect to any items shown on title or survey matters first arising after the Title Commitment (as updated if applicable) that Buyer believes are not Permitted Exceptions. Buyer’s failure to timely deliver the Title Report Objection Notice Effective Date and on or prior to the 5:00 p.m. Eastern Time on the Closing (a “Title Report Objection Date shall constitute Buyer’s irrevocable acceptance Objection”), other than any of the Permitted Exceptions (to which Purchaser shall have no right to object), Purchaser shall have until the earlier of (i) five (5) Business Days after Purchaser’s discovery of such Title Commitment Objection or (ii) the Closing Date to notify Seller in writing of Purchaser’s objection thereto. In any case, any monetary exceptions arising after the Effective Date (other than taxes and Buyer LID assessments) shall be deemed to have unconditionally waived any right to object to any matters set forth thereinpaid by Seller on or before Closing. If Buyer Purchaser shall timely delivers a notify Seller of any Title Report Objection NoticeObjections, Seller shall have seven the right, but not the obligation, to cure such Title Objection(s) in its sole and absolute discretion other than monetary exceptions and title encumbrances created by or through Seller following the Effective Date, not otherwise approved by Purchaser, which shall be removed at Closing. Within three (73) days Business Days after receipt of Purchaser’s notice of Title Objection(s), with the Closing automatically extended, if necessary, to allow for such response period, but in no event beyond the Designated Closing Date without Seller’s approval, Seller shall notify Purchaser in writing whether Seller elects to attempt to cure such Title Objection(s). Failure of Seller to give such notice within said three (3) Business Day period shall be deemed an election by Seller not to notify Buyer cure such Title Objection(s). If Seller elects or is deemed to have elected not to cure any Title Objection(s) specified in Purchaser’s notice, Purchaser shall have the following options, to be given by written notice to the Seller within five (i5) Business Days after Purchaser’s receipt of Seller’s notice electing not to cure such objection(s) (or, if Seller fails to deliver such notice, within five (5) Business Days after the day on which Seller was required to deliver such notice): (a) to accept a conveyance of the Property subject to the Permitted Exceptions, specifically including any matters objected to by Purchaser that Seller will remove has elected, or cause is deemed to have elected, not to cure (which such matter(s) shall thereafter be deemed to be removed such objectionable exceptions from title on or before a Permitted Exception), without reduction of the ClosingPurchase Price, in which case the provisions of subsection 8.3(b) shall apply; or (iib) that Seller elects not to cause such exceptions to be removed at which time Buyer may elect, prior to the end of the Due Diligence Period, to accept the Title in its current condition or terminate this Agreement in which event by sending written notice thereof to Seller and Escrow Agent, and upon delivery of such notice of termination, this Agreement shall terminate and the Deposit shall be promptly delivered returned to Seller Purchaser, and the parties thereafter neither party hereto shall have no any further obligations to each other rights, obligations, or liabilities hereunder except for those matters that expressly survive the termination of this Agreement. Nothing in this subsection shall require Seller, despite If there is any election by Seller to attempt to discharge any title exceptions, to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys thereforexception, other than with respect a Permitted Exception, which can be remedied by the payment of money, then such exception shall be remedied by paying the same at Closing out of the proceeds otherwise due to the Pre-Effective Date Seller Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant to Section 8.3 of this AgreementSeller.

Title Commitment and Survey. a. Purchaser has received a survey of the Property prepared by George F. Young, Inc. dated March 20, 1992 (the "Existinx Xxxxxx"). Xxller and Purchaser shall each pay for one-half of the costs of updating the Existing Survey and Seller shall deliver the updated survey (the "Updated Survey") to Purchaser within 21 days after the date hereof. b. Attached hereto as Exhibit D is a copy of a title commitment for an owner's standard title insurance policy issued by Charter Title Company Fort Bend, on behalf of Lawyers Title Insurance Company (hereinafter referred to as "Title Insurer") dated June 17, 1996 for the Property (the "Title Commitment"). c. If the Title Commitment or the Existing Survey discloses any exceptions to title objectionable to Purchaser, Purchaser may give written notice to Seller (the "Title Notice") of Purchaser's disapproval of any such exceptions (an "Unpermitted Exception") on or before September 18, 1996. Any title exceptions which are set forth in the Title Commitment or on the Existing Survey to which Purchaser does not object in accordance with the immediately preceding sentence shall be deemed "Permitted Exceptions". With regard to an Unpermitted Exception for which Purchaser gives Seller a Title Notice, Seller may but shall not have the obligation to notify Purchaser (the "Response Notice") within three (3) business days of receipt of the Title Notice whether Seller shall bond over, cure or cause the Title Insurer to remove such Unpermitted Exception from the Title Commitment. Any such Unpermitted Exception which Seller elects to bond over, cure or cause the Title Insurer to remove shall be additional Permitted Exceptions. If Seller does not so notify Purchaser, with respect to any Unpermitted Exception, Purchaser may either waive its objection and proceed towards closing or terminate this Agreement by giving written notice to Seller of its election within three (3) additional business days of the earlier to occur of (a) Buyer has received and reviewed a copy receipt by Purchaser of the Response Notice and (b) expiration of the three (3) business day period in which Seller may deliver the Response Notice. If Purchaser does not give such written notice within such three (3) additional business days, (i) Purchaser shall have waived its right to terminate this Agreement pursuant to this Paragraph 3c; (ii) such Unpermitted Exception shall be deemed an additional Permitted Exception; and (iii) the parties shall proceed to Closing. If Purchaser terminates this Agreement by written notice to Seller within such three (3) additional business days: (i) Purchaser shall promptly deliver to Seller copies of all studies, reports and other investigations obtained by Purchaser in connection with its due diligence of the Property, (ii) the Earnest Money deposited by Purchaser shall be immediatelx xxxx to Purchaser, together with any interest earned thereon and (iii) neither Purchaser nor Seller shall have any right, obligation or liability under this Agreement, except for Purchaser's obligation to indemnify Seller and restore the Property, as more fully set forth in Paragraph 17. d. The Title Commitment and the Existing Survey. Buyer is solely responsible for obtaining any updated Survey shall be conclusive evidence of good title commitmentsas therein shown as to all matters to be insured by the title policy, surveys, or any other title related matters Buyer desires with respect subject only to the Assets at Buyer’s sole cost exceptions therein stated. On the Closing Date, "Purchaser's Title Insurer" (as hereinafter defined) shall deliver to Purchaser a ALTA 1992 Form Title Policy in conformance with the "Purchaser's Title Commitment" (as hereinafter defined), subject to only the Permitted Exceptions and expense. Buyer shall have until not later than 5:00 p.m. Eastern Time on the date that is no later than ten (10) days prior to the end of the Due Diligence Period Unpermitted Exceptions waived by Purchaser (the “"Title Report Objection Date”Policy"), to notify Seller’s attorney in writing (. Seller and Purchaser shall equally share the “Title Report Objection Notice”) as to any items shown on the Title Commitment (as updated if applicable) that Buyer believes are not Permitted Exceptions. Buyer’s failure to timely deliver the Title Report Objection Notice on or prior to the 5:00 p.m. Eastern Time on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance costs of the Title Commitment Commitment, the Purchaser's Title Commitment, and Buyer the Title Policy and the cost of deletion of the survey exception, if required by Purchaser. Purchaser shall be deemed pay the cost of any endorsements to, and the extended coverage on, the Title Policy. e. The obligation of Purchaser to have unconditionally waived any right to object to any matters pay various costs set forth therein. If Buyer timely delivers a Title Report Objection Notice, Seller in Paragraphs 3a and 3d shall have seven (7) days after receipt of such notice to notify Buyer (i) that Seller will remove or cause to be removed such objectionable exceptions from title on or before the Closing, in which case the provisions of subsection 8.3(b) shall apply; or (ii) that Seller elects not to cause such exceptions to be removed at which time Buyer may elect, prior to the end of the Due Diligence Period, to accept the Title in its current condition or terminate this Agreement in which event the Deposit shall be promptly delivered to Seller and the parties shall have no further obligations to each other except for those that expressly survive the termination of this Agreement. Nothing in this subsection shall require Seller, despite any election by Seller to attempt to discharge any title exceptions, to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, other than with respect to the Pre-Effective Date Seller Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant to Section 8.3 of this Agreement.

Title Commitment and Survey. 5.2.1 In the event (ai) Buyer has received and reviewed a copy of the Survey shows any easement, right-of-way, encroachment, conflict, protrusion or other matter affecting the Property that is unacceptable to Purchaser, or (ii) any exceptions appear in the Title Commitment other than the standard printed exceptions set forth in the standard form of Commitment for Title Insurance in use in the State, that are unacceptable to Purchaser, Purchaser shall within five (5) business days after receipt of the Survey and the Existing Survey. Buyer is solely responsible for obtaining any updated title commitmentsTitle Commitment, surveys, or any other title related matters Buyer desires with respect to the Assets at Buyer’s sole cost and expense. Buyer shall have until not later than 5:00 p.m. Eastern Time on the date that is no later than ten (10) days prior to the end of the Due Diligence Period (the “Title Report Objection Date”), to notify Seller’s attorney Seller in writing of such facts and the reasons therefor ("PURCHASER'S OBJECTIONS"). Upon the “Title Report Objection Notice”expiration of said five (5) as to any items shown on the Title Commitment (as updated business day period, except for Purchaser's Objections if applicable) that Buyer believes same are not Permitted Exceptions. Buyer’s failure to timely deliver the Title Report Objection Notice on or prior to the 5:00 p.m. Eastern Time on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance of the Title Commitment and Buyer raised, Purchaser shall be deemed to have unconditionally waived any right accepted the form and substance of the Survey and the Title Commitment. Notwithstanding anything to object the contrary contained herein and except with respect to any matters set forth therein. If Buyer timely delivers liens and security interests in the Property which may be released by the payment of a Title Report Objection Noticeliquidated sum of money not to exceed in the aggregate the total proceeds of Closing, Seller shall have seven (7) days after receipt of such notice to notify Buyer (i) that Seller will remove or cause to be removed such objectionable exceptions from title on or before the Closing, in which case the provisions of subsection 8.3(b) shall apply; or (ii) that Seller elects not to cause such exceptions to be removed at which time Buyer may elect, prior to the end of the Due Diligence Period, to accept the Title in its current condition or terminate this Agreement in which event the Deposit shall be promptly delivered to Seller and the parties shall have no further obligations to each other except for those that expressly survive the termination of this Agreement. Nothing in this subsection shall require Seller, despite take any election by Seller to attempt to discharge any title exceptions, to take steps or bring any action or proceeding or otherwise to incur any other steps effort or expense whatsoever to remove eliminate or modify any title exception of the Purchaser's Objections. Seller may, within five (5) days after receipt of written notice of Purchaser's Objections ("SELLER'S CURE PERIOD"), deliver to Purchaser written notice ("SELLER'S CURE NOTICE") setting forth which of Purchaser's Objections Seller will endeavor to cure prior to the Closing Date and which of Purchaser's Objections Seller cannot or does not intend to expend cure. If Seller has not given Seller's Cure Notice by the end of Seller's Cure Period, Seller shall be deemed to have given notice that it does not intend to cure any moneys thereforof Purchaser's Objections. If by the end of the Approval Period, Seller has not cured or undertaken to cure all of Purchaser's Objections to the reasonable satisfaction of Purchaser, Purchaser may (as its sole and exclusive remedy) terminate this Agreement by delivering written notice thereof to Seller at or before the expiration of the Approval Period. If by the Closing Date, Seller has not cured to the reasonable satisfaction of Purchaser all of Purchaser's Objections which Seller has in Seller's Cure Notice undertaken to cure, Purchaser may (as its sole and exclusive remedy) terminate this Agreement by written notice to Seller on the Closing Date. In the event of a termination of this Agreement by Purchaser under this SECTION 5.2.1, neither party shall have any further obligations hereunder other than with respect to the Pre-Effective Date Seller Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant to Section 8.3 of this AgreementSurviving Obligations.

Title Commitment and Survey. (a) Buyer has received Seller shall convey good and reviewed a copy of the Title Commitment and the Existing Survey. Buyer is solely responsible for obtaining any updated marketable title commitments, surveys, or any other title related matters Buyer desires with respect to the Assets Property to Purchaser at Buyer’s Closing, subject only to the “Permitted Encumbrances” (defined below). Within five (5) days following the Effective Date, Purchaser shall obtain, at its sole cost and expense, a title commitment (the “Title Commitment”) for an ALTA Owner's Policy of Title Insurance (the “Title Policy”) insuring good and marketable fee simple title to the Property, together with legible copies of all exceptions listed therein. Buyer Purchaser shall have until not later than 5:00 p.m. Eastern Time on the date that is no later than ten (10) days prior to the end following its receipt of the Due Diligence Period Title Commitment, legible copies of all exceptions listed therein and the “Survey” (defined below), to deliver to Seller written notice of Purchaser’s objections to title (the “Title Report Objection DateLetter”). Seller shall have the right, but not the obligation, to notify cure Purchaser’s objections to title; subject, however, to Seller’s attorney obligation to remove all “Monetary Liens” (as defined below) by Closing. Seller shall notify Purchaser in writing within five (the “Title Report Objection Notice”5) as to any items shown on the Title Commitment (as updated if applicable) that Buyer believes are not Permitted Exceptions. Buyerdays following Seller’s failure to timely deliver the Title Report Objection Notice on or prior to the 5:00 p.m. Eastern Time on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance receipt of the Title Commitment and Buyer shall be deemed to have unconditionally waived any right to object to any matters set forth therein. If Buyer timely delivers a Title Report Objection NoticeLetter concerning which title objections, if any, Seller has agreed to cure. In the event that Seller does not undertake to cure all of the objections in the Title Objection Letter to Purchaser’s sole satisfaction (or does not timely respond to the Title Objection Letter), then Purchaser shall have seven the right for five (75) days after receipt of such notice Seller’s response to notify Buyer the Title Objection Letter (or five (5) days following the expiration of the period within which Seller was to so respond) to either (i) that Seller will remove or cause waive any such title objection in writing and proceed to Closing (in which event such waived title objection shall be deemed to be removed such objectionable exceptions from title on or before the Closinga “Permitted Encumbrance”, in which case the provisions of subsection 8.3(b) shall apply; as defined below), or (ii) that Seller elects not to cause such exceptions to be removed at which time Buyer may elect, prior to the end of the Due Diligence Period, to accept the Title in its current condition or terminate this Agreement and receive an immediate refund of the Xxxxxxx Money, without the consent or joinder of Seller being required. All exceptions set forth in Schedule B of the Title Commitment which are not objected to by Purchaser (including matters initially objected to by Purchaser which objections are subsequently waived in writing) are herein collectively called the “Permitted Encumbrances”. In the event that any update to the Deposit Title Commitment indicates the existence of any liens, encumbrances or other defects or exceptions (the “Unacceptable Encumbrances”) which are not shown in the initial Title Commitment and that are unacceptable to Purchaser, Purchaser shall be promptly delivered within five (5) days after receipt of any such update to the Title Commitment notify Seller and in writing of its objection to any such Unacceptable Encumbrance (the parties “Unacceptable Encumbrance Notice”). Notwithstanding anything to the contrary contained herein, Seller shall have no further obligations to each other except for those that expressly survive the termination of this Agreement. Nothing in this subsection shall require Seller, despite any election by Seller to attempt to discharge any title exceptions, obligation to take any steps or bring any action or proceeding or otherwise to incur any other steps expense whatsoever to remove eliminate or modify any title exception of the Unacceptable Encumbrances; provided, however, that Seller shall, prior to Closing, eliminate by paying, bonding around or otherwise discharging in a manner satisfactory to expend Purchaser (i) any moneys thereforUnacceptable Encumbrances that arise by, through or under Seller, and (ii) any mortgages, deeds of trust, deeds to secure debt, mechanics’ liens or monetary judgments that appear on the Title Commitment (“Monetary Liens”). In the event Seller is unable, unwilling or for any reason fails to eliminate or modify all of the Unacceptable Encumbrances to the sole satisfaction of Purchaser (other than the Unacceptable Encumbrances and Monetary Liens required to be removed by Seller in accordance with respect the preceding sentence), Purchaser may terminate this Agreement by delivering notice thereof in writing to Seller by the earliest to occur of (i) the Closing Date, (ii) five (5) days after Seller’s written notice to Purchaser of Seller’s intent to not cure one or more of such Unacceptable Encumbrances, or (iii) ten (10) days after the Unacceptable Encumbrance Notice, in the event Seller does not timely respond thereto. Upon a termination of this Agreement pursuant to the Pre-Effective Date immediately preceding sentence, the Xxxxxxx Money shall be returned to Purchaser, without the consent or joinder of Seller Encumbrancesbeing required, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant to Section 8.3 of this Agreementneither party shall have any obligations hereunder other than the Surviving Obligations.

Title Commitment and Survey. (a) Within twenty (20) days of the execution hereof, Seller, at Seller's expense, shall cause a nationally recognized title insurance company reasonably acceptable to Buyer has received (the "Title Company") to issue and reviewed deliver to Seller and Buyer a copy current commitment for title insurance ("Title Commitment") dated on or after the effective date of this Contract, binding the title company to issue an owner's policy of title insurance ("Owner's Title Policy") to Buyer at Closing in the amount of the Purchase Price, and setting forth all matters affecting title to the Property, together with copies of any recorded documents referenced in or constituting exceptions under the Title Commitment. The Title Commitment shall provide that the title policy, when issued, will have all standard printed exceptions removed and will provide for such coverages and endorsements as may be reasonably required by Buyer. Seller shall deliver at Closing all affidavits, certificates or other documentation required by the Title Company to issued the title policy as herein contemplated. Buyer, at Buyer's expense, shall have the benefit of a simultaneous issue mortgagee title policy for any lender of Buyer placing a deed of trust on the Facility in connection with its purchase by Buyer. At Closing, Seller shall pay the cost of the Owner's Title Policy up to the amount of the Purchase Price. Buyer shall be responsible and pay for the cost of any mortgagee policy for Buyer's lender and the costs of any endorsements or affirmative coverages required by Buyer or its lender. (b) Within thirty (30) days after the execution hereof, Seller, shall cause to be prepared and delivered to Buyer and the Title Company a current as-built survey ("Survey") of the Real Property and improvements certified as to a date after the effective date of this Contract prepared by a registered professional surveyor acceptable to Seller, Buyer and the Title Company ("Surveyor"). The Survey shall be prepared in conformity with the Minimum Standard Detail Requirements for an ALTA/ACSM Land Title Survey for improved real property as adopted by ALTA, ACSM and NSPS in 1999 and including such Items of Table A thereof as Buyer may request. The Survey shall be certified to the Title Company, Seller, Buyer and Buyer's lender and shall include a Surveyor's certificate in form and substance reasonably satisfactory to Seller, Buyer, the Title Company and Buyer's lender. The Survey shall reflect the property boundary lines, the location and existence of all improvements thereon, any easements and any boundary line encroachments. The metes and bounds description of the Land reflected in the Survey as approved by Buyer pursuant to Section 3(c) below shall be substituted for the description of the Land set forth in EXHIBIT A hereto and shall be included in the deed to be delivered at Closing. The Survey shall be sufficient in form and content to remove the standard printed survey exceptions from the Owner's Title Policy to be issued to Buyer at Closing. Seller shall pay for the cost and expense of the Survey up to the amount of $4,620; Buyer shall pay and be responsible for the cost and expense of the Survey, if any, in excess of such amount. (c) Buyer shall provide Seller with written notice of any objections to matters set forth in the Title Commitment and/or Survey within fifteen (15) days after receipt of the Title Commitment and the Existing Survey, whichever is last. Buyer is solely responsible for obtaining any updated title commitments, surveys, or any other title related All matters Buyer desires with respect to the Assets at Buyer’s sole cost and expense. Buyer shall have until not later than 5:00 p.m. Eastern Time on the date that is no later than ten (10) days prior to the end of the Due Diligence Period (the “Title Report Objection Date”), to notify Seller’s attorney set forth in writing (the “Title Report Objection Notice”) as to any items shown on the Title Commitment (as updated if applicable) that Buyer believes are not Permitted Exceptions. Buyer’s failure to timely deliver the Title Report Objection Notice on or prior to the 5:00 p.m. Eastern Time on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance of the Title Commitment and Survey not objected to by Buyer shall be deemed to have unconditionally waived any right to object to any matters set forth therein. If Buyer timely delivers approved and shall constitute a Title Report Objection Notice, permitted exception ("Permitted Exceptions"). (d) Seller shall have seven within five (75) days after receipt of such notice to from Buyer, notify Buyer in writing either (i) that Seller will remove or cause is unable to be removed correct such objectionable exceptions from title on or before the Closingunacceptable matters, in which case the provisions of subsection 8.3(b) shall apply; or (ii) that Seller, at its sole cost and expense, shall undertake promptly to eliminate or modify all such unacceptable matters to the reasonable satisfaction of Buyer. In the event Seller elects not (ii) above, Seller agrees to cause use its best effort to satisfy promptly any such exceptions to be removed objections at which time Buyer may elect, its sole cost and expense prior to the end Closing Date. If required, Seller shall be entitled to a reasonable adjournment of the Due Diligence PeriodClosing (not to exceed thirty (30) days) for the purpose of satisfying such objections. In the event Seller is unable, with the exercise of due diligence, through the payment of money or legal proceedings, to satisfy said objections within thirty (30) days after said notice from Buyer, Buyer may, at its option, either (i) accept title subject to the Title objections raised by Buyer, with an adjustment in its current condition or terminate this Agreement the Purchase Price acceptable to both Buyer and Seller, in which event said objections shall be deemed to be waived for all purposes or (ii) terminate this Agreement, whereupon this Agreement shall be no further force and effect, the Deposit shall be promptly delivered refunded to Seller Buyer, and the parties neither party shall have no any further obligations liability hereunder. (e) Seller shall discharge (or otherwise cause to each other except for those that expressly survive be deleted) all monetary liens and mechanic's and materialmen's liens against the termination of this Agreement. Nothing in this subsection shall require Seller, despite any election by Seller Property at or prior to attempt to discharge any title exceptions, to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, other than with respect to the Pre-Effective Date Seller Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant to Section 8.3 of this AgreementClosing.

Title Commitment and Survey. (a) Buyer has received and reviewed 3.1. Attached hereto as Exhibit D is a copy of a title commitment for an owner's standard title insurance policy issued by Near North National Title Corporation, as agent for First American Title Insurance Corporation (hereinafter referred to as "Title Insurer") dated February 4, 1997 for the Property (the "Title Commitment"). The Title Commitment shall be conclusive evidence of good title as therein shown as to all matters to be insured by the title policy, subject only to the exceptions therein stated. On the Closing Date, Seller shall cause the Title Insurer to deliver to Purchaser an ALTA extended coverage owner's policy of title insurance (1970, if available) in conformance with the previously delivered Title Commitment, subject to Permitted Exceptions and Unpermitted Exceptions (as said terms are defined below) waived by Purchaser (the "Title Policy"). Seller shall pay the costs of the Title Commitment and the portion of the Title Policy premium attributable to standard coverage and Purchaser shall pay for the cost of any endorsements (other than endorsements obtained by Seller in order to insure over Unpermitted Exceptions) to, and extended coverage on, the Title Policy. 3.2. Purchaser has received a survey of the Property prepared by Sumner Consulting dated October 00, 0096 (the "Existing Survey"). Buyer is solely responsible for obtaining Seller shall pay the costs of the Existing Survey and Seller, at Seller's cost, shall cause the Existing Survey to be updated and certified to Purchaser, as required by Purchaser, and Seller shall deliver the certified survey (the "Updated Survey") to Purchaser within 20 days after the date hereof. The Updated Survey shall be made in accordance with Purchaser's survey standards furnished to Seller. 3.3. The obligation of Purchaser and Seller to pay various costs set forth in Paragraphs 3.1 and 3.2 shall survive the termination of this Agreement. 3.4. On or before the date ten (10) business days after Purchaser shall have received from Seller the Updated Survey (the "Title Date") and all underlying documents described in the Title Commitment, Purchaser shall advise Seller in writing if any updated exceptions to title commitments, surveys, shown on the Title Commitment are disapproved by Purchaser or any matters on the Updated Survey are unacceptable to Purchaser. If Purchaser does not so advise Seller on or before the Title Date, all exceptions to title shown on the Title Commitment shall be deemed Permitted Exceptions and all matters shown on the Existing Survey shall be deemed acceptable to Purchaser. For purposes of this Agreement, "Permitted Exceptions" shall mean: (a) general real estate taxes, association assessments, special assessments, special district taxes and related charges not yet due and payable; (b) matters shown on the Updated Survey not disapproved by Purchaser in writing as provided above; (c) matters caused by the actions of Purchaser; and (d) the title exceptions set forth in the Title Commitment not disapproved in writing by Purchaser as provided above, to the extent that same affect the Property. Seller agrees to execute a standard Title Insurer's Owner's statement in the form customarily used in Virginia in order to assist Purchaser in obtaining extended coverage but shall not be obligated to incur any cost or liability (other than on account of the Owner's statement) in providing such assistance. All exceptions to title related matters Buyer desires with other than those described above in this Paragraph as Permitted Exceptions shall be referred to as "Unpermitted Exceptions". With respect to the Assets at Buyer’s sole cost Unpermitted Exceptions for liens and expense. Buyer shall have until not later than 5:00 p.m. Eastern Time encumbrances of a definite or ascertainable amount securing borrowed money, mechanics liens or for unpaid real estate taxes and assessments arising out of an affirmative action of Seller (such as execution of a mortgage, entering into a contract for construction work on the Property or non-payment of real estate taxes) ("Monetary Unpermitted Exceptions"), the indebtedness giving rise to such Monetary Unpermitted Exceptions will be paid at the Closing and the lien thereby released and removed. Any Unpermitted Exceptions to title which are insured over by the Title Insurer and reasonably approved as such by Purchaser, as provided herein, shall be deemed Permitted Exceptions. If Seller fails to have any Unpermitted Exceptions (other than a Monetary Unpermitted Exception) removed or insured over prior to the date that is no thirty (30) days after Seller's receipt of Purchaser's notice of Unpermitted Exceptions, Purchaser may elect, by written notice to Seller given not later than ten (10) days prior to after the end of the Due Diligence Period such 30 day period, (the “Title Report Objection Date”), i) to notify Seller’s attorney accept title as it then is (in writing (the “Title Report Objection Notice”) as to any items shown on the Title Commitment (as updated if applicable) that Buyer believes are not Permitted Exceptions. Buyer’s failure to timely deliver the Title Report Objection Notice on or prior to the 5:00 p.m. Eastern Time on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance of the Title Commitment and Buyer which case such exceptions shall be deemed to have unconditionally waived any right to object to any matters set forth therein. If Buyer timely delivers a Title Report Objection Notice"Permitted Exceptions"), Seller shall have seven (7) days after receipt of such notice to notify Buyer (i) that Seller will remove or cause to be removed such objectionable exceptions from title on or before the Closing, in which case the provisions of subsection 8.3(b) shall apply; or (ii) that to terminate this Agreement, and all of the rights and remedies of the parties hereto, except for Purchaser's obligation to indemnify Seller elects not and restore the Property, as more fully set forth in Paragraph 7 and the Earnest Money, and all accrued ixxxxxxx thereon, shall be returned to cause such exceptions Purchaser. In the event Seller fails to be have any Unpermitted Exception (other than a Monetary Unpermitted Exception) removed at which time Buyer may elect, or insured over prior to the end Closing, the time of the Due Diligence Period, to accept the Title in its current condition or terminate this Agreement in which event the Deposit Closing shall be promptly delivered delayed to give effect to said aforementioned time periods. Purchaser shall have the right to pay Monetary Unpermitted Exceptions at Closing, if Seller fails to do so, and the parties Purchase Price shall have no further obligations to each other except for those that expressly survive the termination be reduced as a result of this Agreement. Nothing in this subsection shall require Seller, despite any election such payments made by Seller to attempt to discharge any title exceptions, to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, other than with respect to the Pre-Effective Date Seller Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant to Section 8.3 of this AgreementPurchaser.

Title Commitment and Survey. 3.1 Attached hereto as Exhibit F is a copy of a title commitment for an owner's standard title insurance policy issued by Charter Title Company, as agent for Lawyers Title Insurance Corporation, (hereinafter referred to as "Title Insurer"), dated September 4, 1996 for the Property ("Title Commitment"). For purposes of this Agreement, "Permitted Exceptions" shall mean: (a) Buyer has received general ad valorem real estate taxes for the year 1996 and reviewed subsequent years not yet due and payable; (b) association assessments, special district taxes and related charges not yet due and payable; (c) matters shown on the Existing Survey (as hereinafter defined); (d) matters caused by the action or inaction of Purchaser or its agents; (g) the title exceptions set forth in Schedule B of the Title Commitment as Numbers 8-20; (h) the rights of tenants under leases; and (i) liens or encumbrances of a copy definite or ascertainable amount which may be removed or insured over by the payment of money or other security at the Closing Date, and which Seller removes or causes to be insured over at the Closing Date in accordance with Paragraph 5 hereof. All other exceptions to title shall be referred to as "Unpermitted Exceptions". On the Closing Date, Title Insurer shall deliver to Purchaser a standard title policy in conformance with the previously delivered Title Commitment, subject only to Permitted Exceptions (excluding, however, the Permitted Exceptions described in subclause (i) above) and Unpermitted Exceptions waived in writing by Purchaser ("Title Policy"). The Title Policy shall be conclusive evidence of good title as therein shown as to all matters to be insured by the Title Policy, subject only to the exceptions and requirements therein stated. Seller shall pay for the costs of the Title Commitment and Title Policy (including extended coverage over the Existing Survey. Buyer is solely responsible for obtaining any updated title commitmentsstandard, surveyspre-printed exceptions, or any other title related matters Buyer desires with respect to if available and reasonable endorsements (including an endorsement over the Assets at Buyer’s sole cost and expense. Buyer shall have until not later than 5:00 p.m. Eastern Time on the date that is no later than ten (10standard survey exception) days prior to the end of the Due Diligence Period (the “Title Report Objection Date”), to notify Seller’s attorney in writing (the “Title Report Objection Notice”) as to any items shown requested by Purchaser on the Title Commitment (as updated if applicable) that Buyer believes are not Permitted Exceptions. Buyer’s failure to timely deliver the Title Report Objection Notice on or prior to the 5:00 p.m. Eastern Time on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance of the Title Commitment and Buyer shall be deemed to have unconditionally waived any right to object to any matters set forth therein. If Buyer timely delivers a Title Report Objection Notice, Seller shall have seven (7) days after receipt of such notice to notify Buyer (i) that Seller will remove or cause to be removed such objectionable exceptions from title on or before the Closing, in which case the provisions of subsection 8.3(b) shall apply; or (ii) that Seller elects not to cause such exceptions to be removed at which time Buyer may elect, prior to the end of the Due Diligence Period, to accept the Title in its current condition or terminate this Agreement in which event the Deposit shall be promptly delivered to Seller and the parties shall have no further obligations to each other except for those that expressly survive the termination of this Agreement. Nothing in this subsection shall require Seller, despite any election by Seller to attempt to discharge any title exceptions, to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, other than with respect to the Pre-Effective Date Seller Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant to Section 8.3 of this AgreementPolicy).

Title Commitment and Survey. (a) Buyer has received 10.1.1 Promptly following the execution of this Agreement, and reviewed a copy of the Title Commitment and the Existing Survey. Buyer is solely responsible for obtaining in any updated title commitments, surveys, or any other title related matters Buyer desires with respect to the Assets at Buyer’s sole cost and expense. Buyer shall have until event not later than 5:00 p.m. Eastern Time on the date that is no later than ten (10) fifteen days prior to the end of the Due Diligence Period (the “Title Report Objection Date”), to notify Seller’s attorney in writing (the “Title Report Objection Notice”) as to any items shown on the Title Commitment (as updated if applicable) that Buyer believes are not Permitted Exceptions. Buyer’s failure to timely deliver the Title Report Objection Notice on or prior to the 5:00 p.m. Eastern Time on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance of the Title Commitment and Buyer shall be deemed to have unconditionally waived any right to object to any matters set forth therein. If Buyer timely delivers a Title Report Objection Notice, Seller shall have seven (7) days after receipt of such notice to notify Buyer (i) that Seller will remove or cause to be removed such objectionable exceptions from title on or before the Closing, in which case the provisions of subsection 8.3(b) shall apply; or (ii) that Seller elects not to cause such exceptions to be removed at which time Buyer may elect, prior to the end expiration of the Due Diligence Period, Limited Partner shall (i) order a binding, irrevocable commitment for an ALTA Form B Fee Title Policy to be issued to Operating Partnership (the "Title Commitment") at the Closing from the Title Company (which may be obtained through an authorized agent thereof selected by Limited Partner) in the amount of the allocable Purchase Price for each Property, including a non-imputation endorsement with respect to all Seller Parties, evidencing that Contributor owns and can convey valid and marketable fee title to the Property, free and clear of all encumbrances except the Permitted Exceptions, and (ii) order an "as-built", current ALTA/ACSM Land Title Survey certified to Operating Partnership and the Title Company, which shows all easements of record, all parking spaces (including a count thereof) and curb cuts, all setback restrictions of record and flood zone designations (the "Survey") and (iii) deliver the Title Commitment to Seller Parties' attorneys. If the Title Commitment indicate the existence of any liens, encumbrances or other defects or exceptions in or to title to any Property other than the Permitted Exceptions (collectively, the "Unacceptable Encumbrances") subject to which Operating Partnership is unwilling to accept title and Limited Partner gives Seller Parties notice of the same not less than ten days prior to the expiration of the Due Diligence Period, Seller Parties shall undertake to eliminate the same subject to Section 10.2. Limited Partner and General Partner hereby waive any right either may have to advance as objections to title or as grounds for either's refusal to close this transaction any Unacceptable Encumbrance which Limited Partner does not notify Seller Parties of prior to such ten day period unless (i) The Commitment has been issued to Limited Partner prior to the expiration of the Due Diligence Period and (x) such Unacceptable Encumbrance was first raised by the Title Company subsequent to the expiration of the Due Diligence Period or (y) Limited Partner or General Partner shall otherwise first discover same or be advised of same subsequent to the expiration of the Due Diligence Period, and (ii) Limited Partner shall notify Seller Parties of the same within ten days after Limited Partner or General Partner first becomes aware of such Unacceptable Encumbrance (failure to so notify Seller Parties shall be deemed to be a waiver by Limited Partner and General Partner of their right to raise such Unacceptable Encumbrance as an objection to title or as a ground for either's refusal to close this transaction). Seller Parties, in its current condition sole discretion, may adjourn the Closing one or more times for up to thirty days in the aggregate in order to eliminate Unacceptable Encumbrances. 10.1.2 If Seller Parties or the New Lower Tier Entities are unable (subject to Section 10.2) to eliminate all Unacceptable Encumbrances not waived by Limited Partner or General Partner, or to arrange for title insurance insuring against enforcement of such Unacceptable Encumbrances against, or collection of the same out of, the applicable Property, and to convey title in accordance with the terms of this Agreement on or before the Closing Date (whether or not the Closing is adjourned as provided in Section 10.1), Limited Partner shall elect on the Closing Date (on behalf of itself and all other Purchaser Parties), as their sole remedy for such inability of Seller Parties or the New Lower Tier Entities, either (i) to accept title subject to such Unacceptable Encumbrances and receive no credit against, or reduction of, the Purchase Price, except as set forth in Section 6.2; or (ii) to postpone the Closing for the affected Property (each, a "Post-Closing Property"), such that the affected Property shall be subject to the provisions of Article 19, the Purchase Price payable at the Closing shall be reduced by the amount set forth in Exhibit 1.24 for such Post-Closing Property, the portion of the Deposits allocable to such Property, as set forth in Exhibit 1.24, shall be reallocated equally among the remaining portion of the Properties, and the balance of the Properties shall remain unaffected. In the event that Limited Partner elects to proceed as set forth in subsection (ii) above, Seller Parties shall have the right to (A) terminate this Agreement, in which event Limited Partner on behalf of all Purchaser Parties shall thereupon receive, in addition to the return of the Deposits (together with all interest accrued thereon, if any), a breakup fee (the "Breakup Fee") in the amount of Four Million Twenty-Two Thousand Three Hundred Sixty Dollars ($4,022,360), as liquidated damages and as agreed compensation for Limited Partner's lost opportunity and expenses, and not as a penalty (in which case this Agreement shall terminate, be null and void and of no further force or effect except with respect to the Surviving Obligations); or (B) cause Contributor to distribute (as a non-liquidating distribution) to Contributor Parent or its designee, Contributor's entire partnership (or membership) interest in the Seller Party that owns the applicable Property (and the applicable Philips QRS, except with respect to the Reconveyance Properties), Contributor shall not be required to make the contribution set forth in Section 2.2, in which event the Deposit applicable Property shall thereafter become a Post-Closing Property, subject to the terms of Article 19, the Purchase Price payable at the Closing shall be promptly delivered reduced by the amount set forth in Exhibit 1.24 for such Post-Closing Property, the portion of the Deposits allocable to such Property, as set forth in Exhibit 1.24, shall be reallocated equally among the remaining portion of the Properties, and the balance of the Properties shall remain unaffected. In the event that a title company designated by Seller and licensed to do business in New York is willing to issue title insurance to Limited Partner or other Purchaser Parties in satisfaction of the parties shall have no further obligations to each other except for those that expressly survive the termination requirements of this Agreement. Nothing in this subsection Section, Seller Parties and Non-REIT Unitholders shall require Sellernot be deemed unable to eliminate all Unacceptable Encumbrances not waived by Limited Partner or General Partner or other Purchaser Parties, despite any election by Seller or unable to attempt arrange for title insurance insuring against enforcement of such Unacceptable Encumbrances against, or collection of the same out of, the applicable Property, and Limited Partner and General Partner on behalf of all Purchaser Parties shall be obligated to discharge any title exceptions, to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, other than proceed with respect to the Pre-Effective Date Seller Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances (Closing contemplated hereunder as hereinafter defined) pursuant to Section 8.3 of this Agreementif such objection did not exist.