Common use of Title Commitment Clause in Contracts

Title Commitment. Within five (5) Business Days after the Effective Date, Seller shall request from the Title Company a title commitment for the Property (the "Seller's Title Commitment"), specifying Seller as the record owner of the Property, showing Purchaser as the prospective named insured, in the amount of the Property Purchase Price, showing the status of title of the Property and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property) which would appear in the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to therein. Within five business days after receipt of the title commitment and related documents by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period (the "Review Period") ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last of (i) the Title Commitment; and (ii) true, legible copies of all instruments referred to in the Title Commitment, in which to notify Seller of any objections Purchaser has to any matters shown or referred to in the Title Commitment (“Objection Notice”). Any exception to which Purchaser does not object shall be considered a "Permitted Exception". In the event Purchaser timely provides Seller an Objection Notice, Seller shall have the right, but not the obligation, at its sole cost, to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten (10) days following delivery of the Objection Notice (“Seller’s Cure Period”). In the event Seller is unable or unwilling to eliminate or modify such unacceptable exceptions or conditions to the satisfaction of Purchaser within Seller's Cure Period, and so notifies Purchaser in writing (the “No Cure Notice”), then in that event Purchaser may elect in writing delivered to Seller within ten (10) days following delivery of the No Cure Notice to Purchaser to elect to either (1) waive such Objections, or

Title Commitment. Within (a) Purchaser acknowledges receipt of that certain title insurance commitment dated April 9, 2002 issued by the Title Company under Commitment No. 673945-F (the "TITLE COMMITMENT"), together with copies of the title exceptions listed thereon. Purchaser shall have until the expiration of the Evaluation Period (the "ORIGINAL OBJECTION DATE") to send written notice to Seller of its objections to matters shown on the Title Commitment or the Existing Survey that Purchaser deems unacceptable and shall have until the date (the "NEW OBJECTION DATE") that is five (5) Business Days after receipt by Purchaser's counsel of any update to the Effective Title Commitment or any Updated Survey (or as promptly as possible prior to the Closing with respect to updates received less than five (5) Business Days prior to the Closing) to send written notice to Seller of Purchaser's objections to any new exceptions to title to the Real Property raised thereby, provided that Purchaser may object to matters shown on an Updated Survey only if such matters were not shown on the Existing Survey. Purchaser's objections made in accordance with the preceding sentence are referred to herein as "TITLE OBJECTIONS" or "SURVEY OBJECTIONS," as applicable. Purchaser will be deemed to have accepted the exceptions to title set forth on the Title Commitment (as updated) and the matters shown on the Existing Survey and Updated Survey as permitted exceptions (together with any Title Objections and Survey Objections ultimately waived by Purchaser or cured by Seller, the "PERMITTED EXCEPTIONS") unless such matters are objected to by Purchaser in writing by the Original Objection Date or the New Objection Date, as applicable. Seller shall request from cause the Title Company to furnish to Purchaser a preliminary title commitment for report or title commitment, by the Property terms of which the Title Company agrees to issue to Purchaser at Closing an owner's policy of title insurance (the "Seller's Title CommitmentTITLE POLICY"), specifying Seller as the record owner of the Property, showing Purchaser as the prospective named insured, ) in the amount of the Property Purchase PricePrice on the then standard TLTA owner's form insuring Purchaser's fee simple title to the Real Property, showing subject to the status terms of title of such policy and the Property Permitted Exceptions including, without limitation, the standard or general exceptions. The basic premium for the Title Policy shall be at Seller's expense, and listing all exceptions Purchaser may request additional coverage under the Title Policy or endorsements or deletions thereto (including, but not limited towithout limitation, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property) which would appear in the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to therein. Within five business days after receipt modification or deletion of the title commitment and related documents by Sellersurvey exception), Seller which shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period (the "Review Period") ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last of (i) the Title Commitment; and (ii) true, legible copies of all instruments referred to in the Title Commitmentbe, in which to notify Seller of any objections Purchaser has to any matters shown or referred to in the Title Commitment (“Objection Notice”). Any exception to which Purchaser does not object shall be considered a "Permitted Exception". In the event Purchaser timely provides Seller an Objection Notice, Seller shall have the right, but not the obligationeach case, at its sole cost, to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten (10) days following delivery of the Objection Notice (“Seller’s Cure Period”). In the event Seller is unable or unwilling to eliminate or modify such unacceptable exceptions or conditions to the satisfaction of Purchaser within SellerPurchaser's Cure Period, and so notifies Purchaser in writing (the “No Cure Notice”), then in that event Purchaser may elect in writing delivered to Seller within ten (10) days following delivery of the No Cure Notice to Purchaser to elect to either (1) waive such Objections, orexpense.

Title Commitment. Within five (5) Business Days after Due to the Effective Dateextended length of time between the execution of this Agreement and the anticipated closing date, and to limit expectation that any items exist impacting the marketability of Title to the Property as described above, Seller shall request from shall, not later than thirty (30) days before closing of this Contract, cause to be furnished to Buyer a current commitment to issue the Title Company a title commitment for the Property Owner's Policy (the "Seller's Title Commitment"), specifying the cost of said commitment shall be paid by Xxxxx and reimbursed by Seller as the record owner of the Propertyat Closing, showing Purchaser as the prospective named insured, issued through a title insurance company acceptable to Buyer and authorized to issue title insurance in the amount of state in which the Property Purchase Price, showing is located (the status of title of the Property and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property) which would appear in the Owner’s Policy of "Title Insurance, when issuedCompany"), together with true, correct complete and legible copies of all items documents and documents referred instruments, including plats and surveys (the "Exceptions Documents") creating exceptions to thereintitle in the Title Commitment. Within five business Buyer shall have until thirty (30) days after receipt of the title commitment Title Commitment, Exception Documents, and related documents by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period Survey (the "Review Period") ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last of (i) the Title Commitment; and (ii) true, legible copies of all instruments referred to in the Title Commitment, in which to notify Seller in writing of any objections Purchaser Buyer has to any matters shown or referred to in the Title Commitment (“Objection Notice”)Commitment. Any exception matters which are set forth in the Title Commitment and to which Purchaser Xxxxx does not object within the Review Period shall be considered a deemed to be permitted exceptions to the status of Seller's title (the "Permitted ExceptionExceptions"). In Within twenty-nine (29) days after receipt of Xxxxx's objections, (the event Purchaser timely provides Seller an Objection Notice, "Cure Period") Seller shall have the right, but not the obligation, at its sole cost, either: (i) cure all such matters objected to eliminate or modify such unacceptable exceptions or conditions by Xxxxx and shall give Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten (10) days following delivery of the Objection Notice (“Seller’s Cure Period”). In the event Seller is unable or unwilling to eliminate or modify such unacceptable exceptions or conditions to the satisfaction of Purchaser within Seller's Cure Period, and so notifies Purchaser notify Buyer in writing (that the “No Cure Notice”), then in that event Purchaser may elect in writing delivered to Seller within ten (10) days following delivery of the No Cure Notice to Purchaser to elect to either (1) waive such Objections, same have been cured; or

Title Commitment. Within five (5a) Purchaser acknowledges receipt of those certain title insurance commitments issued by the Title Company under Commitment No. 0116591DT for the Monticello Property; Commitment No. 0116648DT for the Metroport Property; Commitment No. 274142CDM for the Landmark Property and Commitment No. 0116592DT for the Republic Property (collectively, the "TITLE COMMITMENT"), together with copies of the title exceptions listed thereon. By the third (3rd) Business Days Day after the Effective Date (the "OBJECTION DATE"), Purchaser shall provide Seller with written notice of its objection to any matters shown on the Title Commitment or any Existing Survey or Updated Survey if Purchaser deems same unacceptable. Purchaser's objections made in accordance with the preceding sentence are referred to herein as "TITLE OBJECTIONS" or "SURVEY OBJECTIONS," as applicable. In the event Seller does not receive the Title Objections and Survey Objections by the Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on the Title Commitment and the matters shown on each Existing Survey and Updated Survey as permitted exceptions (together with any Title Objections and Survey Objections ultimately waived by Purchaser or cured by Seller, the "PERMITTED EXCEPTIONS"). Seller shall request from cause the Title Company to furnish to Purchaser a preliminary title commitment for commitment, by the Property terms of which the Title Company agrees to issue to Purchaser at Closing, at Seller's sole cost and expense, an owner's policy of title insurance (the "Seller's Title CommitmentTITLE POLICY"), specifying Seller as the record owner of the Property, showing Purchaser as the prospective named insured, ) in the amount of the Property Purchase PricePrice on the then standard TLTA owner's form insuring Purchaser's fee simple indefeasible title to the Real Property, showing the status of title of the Property and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property) which would appear in the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to therein. Within five business days after receipt of the title commitment and related documents by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "terms of such policy and the Permitted Exceptions,” as defined herein. Purchaser shall have a period Exceptions (including, without limitation, the "Review Period") ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last of (i) the Title Commitment; and (ii) true, legible copies of all instruments referred to in the Title Commitment, in which to notify Seller of any objections Purchaser has to any matters shown standard or referred to in the Title Commitment (“Objection Notice”general exceptions). Any exception to which Seller and Purchaser does not object agree that the Closing shall be considered a "Permitted Exception". In conducted by and through the event Purchaser timely provides Seller an Objection Notice, Seller shall have the right, but not the obligation, at its sole cost, to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten (10) days following delivery of the Objection Notice (“Seller’s Cure Period”). In the event Seller is unable or unwilling to eliminate or modify such unacceptable exceptions or conditions to the satisfaction of Purchaser within Seller's Cure Period, and so notifies Purchaser in writing (the “No Cure Notice”), then in that event Purchaser may elect in writing delivered to Seller within ten (10) days following delivery of the No Cure Notice to Purchaser to elect to either (1) waive such Objections, orEscrow Agent.

Title Commitment. Within five Seller shall, not later than ten (510) Business Days after days before closing of this Contract, cause to be furnished to Buyer a current commitment to issue the Effective Date, Seller shall request from the Title Company a title commitment for the Property Owner's Policy (the "Seller's Title Commitment"), specifying the cost of said commitment shall be paid by Buyer and reimbursed by Seller as at Closing, issued through a title insurance company acceptable to Buyer and authorized to issue title insurance in Kansas located (the record owner of the Property, showing Purchaser as the prospective named insured, in the amount of the Property Purchase Price, showing the status of title of the Property and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property) which would appear in the Owner’s Policy of "Title Insurance, when issuedCompany"), together with true, correct complete and legible copies of all items documents and documents referred instruments, including plats and surveys (the "Exceptions Documents") creating exceptions to thereintitle in the Title Commitment. Within five business Buyer shall have until ten (10) days after receipt of the title commitment Title Commitment, Exception Documents, and related documents by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period Survey (the "Review Period") ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last of (i) the Title Commitment; and (ii) true, legible copies of all instruments referred to in the Title Commitment, in which to notify Seller in writing of any objections Purchaser Buyer has to any matters shown or referred to in the Title Commitment (“Objection Notice”)Commitment. Any exception matters which are set forth in the Title Commitment and to which Purchaser Buyer does not object within the Review Period shall be considered a deemed to be permitted exceptions to the status of Seller's title (the "Permitted ExceptionExceptions"). In Within fifteen (15) days after receipt of Buyer's objections, (the event Purchaser timely provides Seller an Objection Notice, "Cure Period") Seller shall either: (i) cure all such matters objected to by Buyer and notify Buyer in writing that the same have been cured; or (ii) provide such evidence as is reasonably satisfactory to Buyer and the rightTitle Company that all such matters will be cured on or before the Closing in order that the Title Company may, but not the obligation, at its sole cost, to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten (10) days following delivery as of the Objection Notice Closing, issue the Owner's Policy subject only to the Permitted Exceptions; or (“Seller’s Cure Period”)iii) notify Buyer in writing that Seller elects not to cure one or more of the matters objected to by Buyer. In the event Seller is unable elects not to cure Buyer's title objections and notifies Buyer that the same have been cured or unwilling provide evidence reasonably satisfactory to eliminate Buyer and the Title Company that Buyer's title objections will be cured on or modify such unacceptable exceptions or conditions before the Closing, then Buyer shall have the right to terminate this Contract by giving Seller written notice of termination at any time after expiration of the Cure Period and prior to the satisfaction Closing. In the event Buyer terminates this Contract in accordance with this paragraph 7, the Xxxxxxx Money will be returned to Buyer and the parties shall be relieved of Purchaser within Seller's Cure Period, their respective rights and so notifies Purchaser obligations set forth in writing (this Contract. In the “No Cure Notice”), then in that event Purchaser may elect in writing delivered to Seller within Buyer does not terminate this Contract during said ten (10) days following delivery of day period, Buyer shall be deemed to have elected to waive its title objections and accept title subject to the No Cure Notice to Purchaser to elect to either (1) waive such Objections, ormatter reflected in the Title Commitment and not cured by Seller.

Title Commitment. Within five (5) Business Days after the Effective Date, Seller shall request from the Title Company deliver to Buyer a title commitment for the Property within ten (10) days after the "Seller's Title Commitment"), specifying Seller as the record owner of the Property, showing Purchaser as the prospective named insuredEffective Date, in the amount of the Property Purchase Price, showing the status of title of the Property and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property) which would appear in the Owner’s Policy of Title Insurance, when issued, together Price with true, correct and legible copies of all items and documents referred which constitute exceptions to therein. Within five business days after receipt of the title commitment and related documents by Seller, commitment. Buyer shall give Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period (the "Review Period") ending on the date which is written notice within fifteen (15) business days after following its receipt of the date title commitment of any condition of title (exceptions or requirements) that is not satisfactory to Buyer. Seller may, but shall not be obligated, to resolve such matters; provided, Seller shall be obligated on which Purchaser receives the last of or before Closing to: (i) satisfy all applicable Title Company requirements on Schedule C of the Title Commitmenttitle commitment; and (ii) true, legible copies of all instruments referred cure any matter which Seller agrees in writing to cure in response to Bxxxx’s title objections (the Title Commitment, in which to notify Seller of any objections Purchaser has to any matters shown or referred to in the Title Commitment (“Objection NoticeMandatory Cure Matters”). Any exception If Seller fails to which Purchaser does cure or agree to cure any of Buyer’s obligations before the expiration of the Inspection Period as defined above, then Buyer may, at Buyer’s sole option, either: (1) accept title subject to the objections raised by Bxxxx and such accepted objections together with title matters disclosed by Schedule B of the title commitment that were not object objected to by Buyer shall become Permitted Exceptions (“Permitted Exceptions”), without any adjustment in the Purchase Price; or (2) terminate this Agreement prior to the expiration of the Inspection Period pursuant to Paragraph 4 above, whereupon the Exxxxxx Monies shall be considered a "Permitted Exception"immediately returned to Buyer by Escrow Agent; or (3) work with Seller, if mutually agreeable, to satisfy unacceptable matters and postpone the end of the Inspection Period and/or Closing Date to satisfy these matters. In the event Purchaser timely provides Seller an Objection NoticeAt Closing, if requested by Bxxxx, Seller shall have provide Buyer with an owner’s policy of title insurance in the right, but not the obligation, at its sole cost, to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten (10) days following delivery amount of the Objection Notice (“SellerPurchase Price provided that Buyer pays the cost of the owner’s Cure Period”). In policy of title insurance, and the event Seller is unable or unwilling to eliminate or modify such unacceptable exceptions or conditions cost for all endorsements, changes, and modifications to the satisfaction owner’s policy of Purchaser within Seller's Cure Period, and so notifies Purchaser in writing (the “No Cure Notice”), then in that event Purchaser may elect in writing delivered to Seller within ten (10) days following delivery of the No Cure Notice to Purchaser to elect to either (1) waive such Objections, ortitle insurance requested by Bxxxx.

Title Commitment. Within five Seller, at Seller’s expense, will provide Purchaser an updated title commitment within fifteen (515) Business Days after days of the Effective Dateeffective date of this contract (the “Title Commitment”), Seller shall request from the issued by Title Company a title commitment for describing the Property Land (which legal description, as determined by the "Seller's Title Commitment"Survey referenced in Section 2.3 herein below, shall be incorporated into this Agreement and used in all closing documents), specifying Seller as the record owner of the Property, showing Purchaser or its assignee as the prospective named insured, in showing the amount of Purchase Price as the Property Purchase Priceprospective policy amount, showing the status of title of the Property Land and listing all exceptions (including, but not limited to, easements, declarations, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the PropertyLand) which would appear in the Owner’s an Owner Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to thereintherein including copies of tax certificates covering all taxes affecting the Property. Within five business days after With regard to the standard printed exceptions and other exceptions commonly included in title commitments, the exception for areas and boundaries shall (at Seller’s expense) be endorsed to provide that the exception shall be amended at Closing to except only to “Shortages in Area” upon receipt from Seller of a survey acceptable to the Title Company and the applicable premium therefor paid by Purchaser; no exceptions shall be permissible for parties in possession, except pursuant to recorded leases; the exception for restrictive covenants shall be deleted or endorsed “None of Record except... (with an express description by applicable recording data of those restrictive covenants and declarations of covenants affecting the Land)”; the exception for taxes shall be limited to standby fees and taxes owing for the year in which the Closing occurs and subsequent years and subsequent assessments for prior years due to changes in land use of the title commitment Property; there shall be no exception for any lien for service, labor or materials heretofore or hereafter provided, imposed by law and related documents not shown by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period (the "Review Period") ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last of (i) the Title Commitmentpublic records; and there shall be no general exception for visible and apparent easements or roads and highways or similar items (ii) true, legible copies of all instruments referred to in the Title Commitment, in which to notify Seller of with any objections Purchaser has to any matters shown or referred to in the Title Commitment (“Objection Notice”). Any such specific exception to which Purchaser does not object shall be considered a "Permitted Exception". In the event Purchaser timely provides Seller an Objection Notice, Seller shall have the right, but not the obligation, at its sole cost, to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten (10) days following delivery of the Objection Notice (“Seller’s Cure Period”). In the event Seller is unable or unwilling to eliminate or modify such unacceptable exceptions or conditions to the satisfaction of Purchaser within Seller's Cure Periodspecifically referenced to, and so notifies Purchaser shown on, the Survey described in writing (the “No Cure Notice”Section 2.3 and also identified by any applicable recording data), then in that event Purchaser may elect in writing delivered to Seller within ten (10) days following delivery of the No Cure Notice to Purchaser to elect to either (1) waive such Objections, or.

Title Commitment. Within five thirty (530) Business Days days after the later of (a) the delivery of the Survey to Buyer as provided in Subsection 6.1 above and (b) the Effective Date, Seller shall request from the procure and provide to Buyer and Buyer’s counsel an owner’s title insurance commitment issued by an agent for Title Company a title commitment for the Property (the "Seller's “Title Commitment"Agent”), specifying Seller as agreeing to issue to Buyer, following the record owner recording of the Propertydeeds to Buyer, showing Purchaser as the prospective named insured, a standard ALTA Owner’s Policy of Title Insurance (Form B-2006 with Florida modifications) in the amount of the Property Purchase PricePrice and insuring Buyer’s fee title interest in the Land subject only to the Permitted Exceptions (as defined in Subsection 1.19 above) (“Title Commitment”). At each Phase’s Closing Seller shall provide necessary documentation to cause all “standard exceptions” (defined below) and listed in the Title Commitment to be deleted from the title insurance policy, showing except for matters shown on the status of title Survey and accepted by Buyer. The cost of the Property title search and listing all exceptions updates in advance of Closings, commitment and owner’s policy and any premium therefor shall be borne by Seller, and this obligation shall survive any termination of this Agreement. Buyer shall have twenty (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property20) which would appear in the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to therein. Within five business days after receipt of the latter of the title commitment and related documents by Seller, the Survey to deliver to Seller shall convey it to Purchasera written notice of any and all Title Objections. Seller shall deliver have sixty (60) days after receipt of a written objection to Purchaser title correct at closing subject only its expense all matters described in any such notice of Title Objections, except to the "Permitted Exceptions,extent otherwise specifically provided in Section 17 “AmeriGas Easement” below. If Seller fails to cure any such Title Objections as defined herein. Purchaser shall have a period provided herein within the allowed time, then Buyer may (at Buyer’s option to be exercised by notice to Seller by the "Review Period") ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last of (i) the Title Commitment; and (ii) true, legible copies of all instruments referred to in the Title Commitment, in which to notify Seller of any objections Purchaser has to any matters shown or referred to in the Title Commitment (“Objection Notice”). Any exception to which Purchaser does not object shall be considered a "Permitted Exception". In the event Purchaser timely provides Seller an Objection Notice, Seller shall have the right, but not the obligation, at its sole cost, to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten (10) days following delivery end of the Objection Notice (“Seller’s Cure Period”). In the event Seller is unable or unwilling to eliminate or modify such unacceptable exceptions or conditions to the satisfaction of Purchaser within Seller's Cure Inspection Period, and so notifies Purchaser in writing (the “No Cure Notice”)extended, then in that event Purchaser may elect in writing delivered to Seller within ten (10) days following delivery of the No Cure Notice to Purchaser to elect to either (1) waive such Objections, orif applicable):

Title Commitment. Within five (5) Business Days business days of the Effective Date, Escrow Agent shall deliver to Purchaser and Seller a preliminary commitment (the “Commitment”) for a standard owner’s policy of title insurance with respect to the Real Property (the “Title Policy”) issued by Title Company, together with a copy of the documents forming the basis for each exception therein. Seller has made available to Purchaser in Seller’s data room a copy of the most recent survey pertaining to the Real Property in Seller’s possession or control. Purchaser may elect to obtain, in its sole discretion and at its expense, a new or updated survey of the Real Property (the “Survey”). Within five (5) business days following receipt of the later to be received of (i) the Commitment from Title Company and (ii) the Survey, but in no event later than twenty-five (25) days after the Effective Date, Seller shall request from the Title Company a title commitment for the Property (the "Seller's Title Commitment"), specifying Seller as the record owner of the Property, showing Purchaser as the prospective named insured, in the amount of the Property Purchase Price, showing the status of title of the Property and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property) which would appear in the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to therein. Within five business days after receipt of the title commitment and related documents by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Seller a written notice setting forth those title and survey matters to which Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period objects (the "Review Period") ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last of (i) the “Title Commitment; and (ii) true, legible copies of all instruments referred to in the Title Commitment, in which to notify Seller of any objections Purchaser has to any matters shown or referred to in the Title Commitment (“Objection NoticeObjections”). Any exception title or survey matter to which Purchaser does not object within said period shall be considered deemed a "Permitted Exception". In the event Purchaser timely provides Seller an Objection Notice, Seller shall have the right, but not the obligation, at its sole cost, to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice Within five (5) business days of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten (10) days following delivery receipt of the Objection Notice Purchaser’s Title Objections (“Seller’s Cure Election Period”), Seller shall notify Purchaser of those Title Objections that Seller shall cure on or before the Closing. In To the event extent that Seller is unable or unwilling affirmatively elects to eliminate or modify cure a Title Objection, the cure of such unacceptable exceptions or conditions Title Objection shall be a condition precedent to Purchaser’s obligation to close the satisfaction transactions described in this Agreement (the failure of which would entitle Purchaser to a refund of the Deposit). If Seller fails to respond to Purchaser within Seller's Cure Period’s Election Period or, if Seller’s response fails to address all Title Objections, such failure shall be deemed an election by Seller not to cure those Title Objections to which Seller has not responded or addressed. Purchaser shall have five (5) business days after Seller’s Election Period to either waive Purchaser’s objection to those Title Objections which Seller has elected or deemed to have elected not to cure, or else terminate this Agreement, and so notifies in the absence of termination within said five (5) business day period, Purchaser in writing shall be deemed to have waived such Title Objections, and such Title Objections shall be deemed Permitted Exceptions. Notwithstanding anything contained herein to the contrary, Seller hereby agrees to (i) cause all monetary liens on the “No Cure Notice”), then in Real Property to be removed at or prior to Closing unless it is a monetary lien securing a loan that event the Purchaser may elect in writing delivered has expressly agreed to assume herein and Purchaser shall have no obligation to object to any such monetary liens and (ii) Seller within ten (10) days following delivery agrees to use commercially reasonable efforts to satisfy all requirements to the issuance of the No Cure Notice Title Policy to Purchaser to elect to either (1) waive such Objections, orthe extent within the discretion or control of Seller.

Title Commitment. Within five (5) Business Days after the Effective DateBuyer shall be responsible, Seller shall request from the Title Company a at its expense, for obtaining such title commitment for the Real Property (the "Seller's “Title Commitment"), specifying Seller ”) issued by such title insurance company as the record owner of the Property, showing Purchaser as the prospective named insured, in the amount of the Property Purchase Price, showing the status of title of the Property and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property) which would appear in the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred shall be acceptable to therein. Within five business days after receipt of the title commitment and related documents by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period Buyer (the "Review Period") ending “Title Company”). Buyer shall be entitled to object to any title matters shown on the date which is fifteen (15) business days after the date on which Purchaser receives the last of (i) the Title Commitment; and (ii) true, legible copies of all instruments referred to in the Title Commitment, in its discretion, by a written notice of objections delivered to Seller on or before the expiration of the Due Diligence Period. Buyer agrees that each of the Permitted Encumbrances listed in paragraph 2 of Schedule 3.11 of the Seller Disclosure Letter shall not be included in any such notice of objections, unless Buyer determines in its reasonable business judgment that any such Permitted Encumbrance would materially impair the continued use and operation of the Hospital Facilities in the manner currently operated by Seller. Seller shall have no obligation to remove or cure title objections, except for the following items, which shall be removed or cured by Seller by Closing: (i) lien for taxes for calendar years prior to notify 2012, (ii) the Combination Deed to Secure Debt, Security Agreement and Assignment of Leases and Rents by HealthMont of Georgia, Inc. in favor of Chatham Credit Management II, LLC, as Agent, effective as of April 23, 2008, recorded in Book 607, Page 36, Cxxx County Georgia Records and UCC Financing Statement naming HealthMont of Georgia, Inc. as Debtor and Chatham Credit Management II, LLC, as Agent, as Secured Party, recorded in Book 607, Page 83, aforesaid records, as affected by UCC Financing Statement Amendment, recorded in Book 638, Page 35, aforesaid records, (iii) any other monetary encumbrances against the Real Property arising by, through or under Seller, and (iv) any exceptions or encumbrances to title which are created by Seller after the date of any objections Purchaser has this Agreement and not permitted by Section 5.3(j). As to any matters shown other exceptions or referred to in the Title Commitment (“Objection Notice”). Any exception to which Purchaser does not object shall be considered a "Permitted Exception". In the event Purchaser timely provides Seller an Objection Noticeobjections raised by Buyer, Seller shall have the right, but not the obligation, at its sole cost, to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten (10) days following delivery from the receipt of the Objection Notice (“SellerBuyer’s Cure Period”). In the event Seller is unable or unwilling notice of objections to eliminate or modify have such unacceptable exceptions or conditions objections removed, or, if acceptable to Buyer, to provide affirmative title insurance protection for such exceptions satisfactory to Buyer in Buyer’s sole discretion. If Seller fails either to provide for the satisfaction removal of Purchaser such exceptions or objections or to obtain affirmative title insurance protection for such exceptions or objections satisfactory to Buyer in Buyer’s sole discretion within Seller's Cure Period, and so notifies Purchaser in writing (the “No Cure Notice”), then in that event Purchaser may elect in writing delivered to Seller within such ten (10) day period, then Buyer may elect to terminate this Agreement by delivering written notice to Seller no later than three (3) business days following delivery such period, in which case Nine Hundred Thousand Dollars ($900,000) of the No Cure Notice Exxxxxx Money Deposit shall be returned to Purchaser Buyer and One Hundred Thousand Dollars ($100,000) paid over to elect Seller. Buyer shall have the right at any time on or prior to the Closing Date to waive any objections that it may have made and, thereby, to preserve this Agreement in full force and effect. Buyer shall have the right to object to any adverse change in title (to the extent not arising by, through or under Buyer) which first appears of record after the Cutoff Date and on or prior to the Closing Date which change would materially adversely affect the use of the Hospital Facilities in and for substantially the use to which such Hospital Facilities are presently being employed or involve a loss in the fair market value (as reasonably determined by independent appraisal) of the Real Property in excess of $500,000, and if Seller cannot or will not cure or satisfy any such objection (or any objection which Seller has previously undertaken to cure or satisfy) on or prior to the Closing Date, Buyer may either terminate this Agreement, in which case Nine Hundred Thousand Dollars (1$900,000) of the Exxxxxx Money Deposit shall be returned to Buyer, or waive such Objections, orobjection.

Title Commitment. Within five ten (510) Business Days days after the Effective Date, and at least 5 days prior to each Closing, Seller shall request from will cause the Title Company to furnish to Purchaser and Seller a title commitment for the Property (the "Seller's “Title Commitment")”) covering the Lots or the Lots to be purchased at a Closing, specifying Seller as the record owner of the Property, showing Purchaser as the prospective named insuredapplicable, in an amount equal to the amount Purchase Price of such Lots, issued by the Property Purchase Price, showing the status of title of the Property and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property) which would appear in the Owner’s Policy of Title Insurance, when issued, Company together with true, correct and legible copies of all items and documents referred to instruments reflected as exceptions therein. Within five business Purchaser will have ten days (the “Title Review Period”) after receipt of the title commitment and related documents by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period (the "Review Period") ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last of (i) the Title Commitment; and (ii) true, legible copies of all instruments referred to in the Title Commitment, the exception documents, and the Existing Survey in which to examine same and notify Seller in writing of any objections Purchaser has Purchaser’s objection to any matters shown or referred to in same. Upon the expiration of the Title Commitment (“Objection Notice”). Any exception Review Period, Purchaser will be deemed to have accepted all exceptions to title to the Lots as shown on Schedule B of the Title Commitment, except for matters for which Purchaser does not object shall be considered a "Permitted Exception"notification permitted herein has been given by Purchaser. In the event Purchaser timely provides of notification to Seller an Objection Noticeof objections by Purchaser, Seller shall have the right, but not the obligation, at its sole cost, may undertake to eliminate or modify such unacceptable exceptions or conditions and shall give objectionable items to the reasonable satisfaction of Purchaser written within 5 days after receipt of such notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten objections (10) days following delivery of the Objection Notice (“Seller’s Cure Period”). In the event Seller is unable has not cured, or unwilling chooses not to eliminate or modify such unacceptable exceptions or conditions to the satisfaction cure, objections of Purchaser within Seller's the Cure Period, and so notifies Purchaser in writing (the “No Cure Notice”)may, then in that event Purchaser may elect in writing delivered at its option, terminate this Contract by written notice to Seller within ten (10) days following delivery at any time on or before the expiration of the No Cure Notice Feasibility Period. If this Contract is terminated, the Exxxxxx Money will be returned to Purchaser, and neither party will thereafter have any further duties, rights or obligations hereunder except as otherwise stated herein. Purchaser’s failure to terminate this Contract during the period specified shall be deemed to be a waiver of its objections and approval of any uncured title matters. Any exceptions accepted or deemed to be approved by Purchaser or not timely objected to elect as aforesaid will be hereafter collectively referred to either as “Permitted Exceptions”; provided, however, that (i) Purchaser will not be required to object to any matter shown on Schedule C of the Title Commitment, and Seller will satisfy all Schedule C matters except those relating to the status or authority of Purchaser and (ii) Purchaser will not be required to object to the general exceptions on the Title Commitment regarding (1) waive matters that would be reflected by a current survey and (2) leases, grants, exceptions or reservations of mineral interests that are not specifically listed on Schedule B, and such Objectionsgeneral exceptions will not be deemed to be Permitted Exceptions. Possession will be delivered at the Closing of the applicable Lots free and clear of all matters except the Permitted Exceptions, ortitle matters created by the recording of the plat of the Subdivision, and the Deed Restrictions (as hereinafter defined) which shall also be Permitted Exceptions.

Title Commitment. Within (a) Purchaser acknowledges receipt of that certain title insurance commitment issued by Lawyer's Title Insurance Corporation under Commitment No. NYN-02-001835 (the "Title Commitment"), together with copies of the title exceptions listed thereon. Purchaser will deliver written notice of any objections to matters shown on the Title Commitment on or prior to the expiration of the Evaluation Period. In addition, Purchaser shall have five (5) Business Days after Purchaser's counsel receives notice of any new objection or exception to the Effective Date, Seller shall request from title to the Real Property raised by the Title Company after the effective date of the Title Commitment and prior to the Closing, Purchaser shall provide Seller with written notice of such new objection if Purchaser deems same unacceptable (title matters objected to by Purchaser as set forth in this Section 6.2 are herein called "Title Objections"). If Purchaser's counsel receives notice of any Title Objections with less than five (5) Business Days prior to the Closing Date, then (x) the Closing shall be postponed for a sufficient number of days in order for Purchaser's counsel to have five (5) Business Days to review said Title Objections and to advise Seller if Purchaser deems same unacceptable and (y) the balance of this Agreement shall apply with respect to Seller's right to cure same. In the event Seller does not receive the Title Objections by the applicable objection date, Purchaser will be deemed to have accepted the exceptions to title commitment for set forth on the Property Title Commitment or on any updates thereto as Permitted Exceptions. Prior to the expiration of the Evaluation Period (unless this Agreement has been terminated or is deemed terminated by Purchaser), Purchaser shall cause the Title Company to furnish to Purchaser and Seller's counsel a preliminary title report or title commitment, by the terms of which the Title Company agrees to issue to Purchaser at Closing, an owner's policy of title insurance (the "Seller's Title CommitmentPolicy"), specifying Seller as the record owner of the Property, showing Purchaser as the prospective named insured, ) in the amount of the Property Purchase PricePrice on the then-standard ALTA owner's form insuring Purchaser's fee simple title to the Real Property, showing subject to the status terms of title of such policy and the Property and listing all exceptions described therein (including, but not limited towithout limitation, easementsthe standard or general exceptions). Subject to this Section 6.2(a) and Purchaser's review and acceptance of same, restrictionsall matters shown on such form Title Commitment and the exceptions shown on Exhibit G (collectively, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property) which would appear in the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to therein. Within five business days after receipt of the title commitment and related documents by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period (the "Review Period") ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last of (i) the Title Commitment; and (ii) true, legible copies of all instruments referred are conclusively deemed to in the Title Commitment, in which be acceptable to notify Seller of any objections Purchaser has to any matters shown or referred to in the Title Commitment (“Objection Notice”). Any exception to which Purchaser does not object shall be considered a "Permitted Exception". In the event Purchaser timely provides Seller an Objection Notice, Seller shall have the right, but not the obligation, at its sole cost, to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten (10) days following delivery of the Objection Notice (“Seller’s Cure Period”). In the event Seller is unable or unwilling to eliminate or modify such unacceptable exceptions or conditions to the satisfaction of Purchaser within Seller's Cure Period, and so notifies Purchaser in writing (the “No Cure Notice”), then in that event Purchaser may elect in writing delivered to Seller within ten (10) days following delivery of the No Cure Notice to Purchaser to elect to either (1) waive such Objections, orPurchaser.

Title Commitment. Within five (5) Business Days As soon as is reasonably practicable after the Effective Dateexecution of this Agreement, Seller shall request from the Title Company obtain and cause a copy to be delivered to Purchaser: (i) a title commitment for the Property commitment, issued by a title insurance company reasonably satisfactory to Purchaser (the "Seller's “Title Commitment"Insurer”), specifying Seller as indicating the record owner of the Property, showing Purchaser as the prospective named insured, in the amount of the Property Purchase Price, showing the status condition of title of to the Real Property Interests and listing all exceptions the Common Facilities Real Property Interests (includingthe “Title Report”), but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property) which would appear in the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible accompanied by copies of all items and recorded documents referred listed as exceptions to therein. Within five business days after receipt of the title commitment and related documents by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period (the "Review Period") ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last of (i) coverage in the Title CommitmentReport; and (ii) true, legible copies a copy of all instruments referred to in an ALTA-ACSM survey of the Real Property Interests and the Common Facilities Real Property Interests (which will have a separate legal description of the Ashtabula III Project and the Common Facilities Area (the “Existing Survey”)). Seller shall be responsible for costs associated with procuring the Title CommitmentReport and the Existing Survey; provided, Purchaser shall be responsible for the cost associated with resolving any exceptions reported in which to notify Seller of any objections Purchaser has to any such Title Report or matters shown or referred on such Existing Survey (the “Exceptions”) and for the cost associated with any Title Policy Purchaser desires to obtain at any time after execution of this Agreement. Seller shall cooperate reasonably with Purchaser in the Title Commitment (“Objection Notice”). Any exception to which Purchaser does not object shall be considered a "Permitted Exception"resolving any such Exceptions. In the event Purchaser timely provides Seller an Objection Noticeconnection therewith, Seller shall have the right, but not the obligation, at its sole cost, to eliminate or modify such unacceptable exceptions or conditions (and shall give cause its Affiliates, as necessary, to) use good faith reasonable efforts to obtain, for the benefit of Purchaser, from the mortgagees and other third parties identified by Purchaser, non-disturbance and attornment agreements or consents in a form reasonably acceptable to Purchaser written notice of Seller’s intent and sufficient to eliminate enable the Title Company to remove the related Exceptions from the Title Report or modify such unacceptable exceptions or conditions within ten (10) days following delivery to issue endorsements to the Title Policy affirmatively insuring the Purchaser against loss arising out of the Objection Notice mortgages or other encumbrances disclosed in such Exceptions addressed by such non-disturbance agreements (collectively, the “Seller’s Cure PeriodNon-Disturbance Agreements”). In the event Seller is unable or unwilling to eliminate or modify such unacceptable exceptions or conditions that all of the pre-Closing requirements relating to the satisfaction of Purchaser within Seller's Cure Period, and so notifies Purchaser Title Policy are not satisfied in writing (the “No Cure Notice”)full at Closing, then in that event Purchaser may elect in writing delivered its sole discretion permit Seller to Seller within ten (10) days following delivery of resolve the No Cure Notice to Purchaser to elect to either (1) waive such applicable Title Objections, orand/or provide Non-Disturbance Agreements and/or other curative documents, as the case may be, within an agreed upon period of time following the Closing.

Title Commitment. Within (a) Purchaser acknowledges receipt of that certain title insurance commitment issued by Lawyer's Title Insurance Corporation under Commitment No. NYN-02-001837 (the "Title Commitment"), together with copies of the title exceptions listed thereon. Purchaser will deliver written notice of any objections to matters shown on the Title Commitment on or prior to the expiration of the Evaluation Period. In addition, Purchaser shall have five (5) Business Days after Purchaser's counsel receives notice of any new objection or exception to the Effective Date, Seller shall request from title to the Real Property raised by the Title Company after the effective date of the Title Commitment and prior to the Closing, Purchaser shall provide Seller with written notice of such new objection if Purchaser deems same unacceptable (title matters objected to by Purchaser as set forth in this Section 6.2 are herein called "Title Objections"). If Purchaser's counsel receives notice of any Title Objections with less than five (5) Business Days prior to the Closing Date, then (x) the Closing shall be postponed for a sufficient number of days in order for Purchaser's counsel to have five (5) Business Days to review said Title Objections and to advise Seller if Purchaser deems same unacceptable and (y) the balance of this Agreement shall apply with respect to Seller's right to cure same. In the event Seller does not receive the Title Objections by the applicable objection date, Purchaser will be deemed to have accepted the exceptions to title commitment for set forth on the Property Title Commitment or on any updates thereto as Permitted Exceptions. Prior to the expiration of the Evaluation Period (unless this Agreement has been terminated or is deemed terminated by Purchaser), Purchaser shall cause the Title Company to furnish to Purchaser and Seller's counsel a preliminary title report or title commitment, by the terms of which the Title Company agrees to issue to Purchaser at Closing, an owner's policy of title insurance (the "Seller's Title CommitmentPolicy"), specifying Seller as the record owner of the Property, showing Purchaser as the prospective named insured, ) in the amount of the Property Purchase PricePrice on the then-standard ALTA owner's form insuring Purchaser's fee simple title to the Real Property, showing subject to the status terms of title of such policy and the Property and listing all exceptions described therein (including, but not limited towithout limitation, easementsthe standard or general exceptions). Subject to this Section 6.2(a) and Purchaser's review and acceptance of same, restrictionsall matters shown on such form Title Commitment and the exceptions shown on Exhibit G (collectively, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property) which would appear in the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to therein. Within five business days after receipt of the title commitment and related documents by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period (the "Review Period") ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last of (i) the Title Commitment; and (ii) true, legible copies of all instruments referred are conclusively deemed to in the Title Commitment, in which be acceptable to notify Seller of any objections Purchaser has to any matters shown or referred to in the Title Commitment (“Objection Notice”). Any exception to which Purchaser does not object shall be considered a "Permitted Exception". In the event Purchaser timely provides Seller an Objection Notice, Seller shall have the right, but not the obligation, at its sole cost, to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten (10) days following delivery of the Objection Notice (“Seller’s Cure Period”). In the event Seller is unable or unwilling to eliminate or modify such unacceptable exceptions or conditions to the satisfaction of Purchaser within Seller's Cure Period, and so notifies Purchaser in writing (the “No Cure Notice”), then in that event Purchaser may elect in writing delivered to Seller within ten (10) days following delivery of the No Cure Notice to Purchaser to elect to either (1) waive such Objections, orPurchaser.

Title Commitment. Within five (5) Business Days after During the Effective DateFeasibility Period, Seller shall request from the Title Company Buyer may, at Buyer’s expense, obtain a title commitment for the Property (the "Seller's Title Commitment"), specifying Seller as the record owner issuance of the Property, showing Purchaser as the prospective named insured, in the amount of the Property Purchase Price, showing the status of title of the Property and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property) which would appear in the an ALTA Form B Owner’s Policy of Title Insurance, when issued, together Insurance with true, correct and legible copies of all items and documents referred to therein. Within five business days after receipt of the title commitment and related documents by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period extended coverage (the "Review Period") ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last of (i) the “Title Commitment; and (ii”) true, legible copies of showing all instruments referred to in the Title Commitment, in endorsements thereto which to notify Seller of any objections Purchaser has to any matters shown or referred to in the Title Commitment (“Objection Notice”). Any exception to which Purchaser does not object shall be considered a "Permitted Exception"Buyer may require. In the event Purchaser timely provides that the Title Commitment discloses defects of title or other matters unsatisfactory to Buyer, Buyer may, in Buyer’s sole and absolute discretion, notify Seller during the Feasibility Period of such title defects or other matters to which Buyer objects. If Buyer fails to make an Objection Notice, Seller shall have the right, objection as provided herein or if Buyer makes an objection but not the obligation, at its sole cost, fails to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions terminate this Agreement within ten (10) calendar days following delivery after receipt of the Objection Notice (“Seller’s Cure Period”). In the event written notice from Seller that Seller is unable or unwilling to eliminate cure any such objections (which written notice Seller must provide within ten (10) calendar days of receipt of Buyer's written notification of objections/title defects or modify Seller shall be deemed to have elected not to cure such unacceptable exceptions or conditions objections), title to the satisfaction Property as disclosed in the Title Commitment shall be deemed to be acceptable, and any objection thereto shall be deemed to have been waived for all purposes. If, between the expiration of Purchaser the Feasibility Period and Closing, title becomes unmarketable or subject to encumbrances which substantially impair the intended use of the Property, Buyer will notify Seller in writing, detailing such objection, and if Seller does not elect to or is unable to cure or reasonably mitigate such objection within ten (10) calendar days after Seller's Cure Period, and so notifies Purchaser in writing (the “No Cure Notice”)receipt of Buyer's written notice, then in that event Purchaser Buyer may elect to either accept title to the Property subject to such objection (in writing delivered addition to all other matters which Buyer has approved or is deemed to have approved as set forth above) or terminate this Agreement by delivering written notice to Seller within ten (10) calendar days following delivery the end of Seller's cure period, in which event the No Cure Notice Deposit shall be paid by Escrow Agent to Purchaser Buyer and the parties hereto shall be relieved of all obligations hereunder. If Buyer fails to elect provide written notice of such termination by such date, Buyer will be deemed to either (1) waive have elected to accept title to the Property subject to such Objections, orobjections.

Title Commitment. (a) Seller shall convey good and marketable title to the Property to Purchaser at Closing, subject only to the “Permitted Encumbrances” (defined below). Within five (5) Business Days after business days following the Effective “Acquisition Date” (as defined below), Seller shall request from the Title Company obtain, at its sole cost and expense, and deliver to Purchaser, a title commitment for the Property (the "Seller's “Title Commitment"), specifying Seller as the record owner of the Property, showing Purchaser as the prospective named insured, in the amount of the Property Purchase Price, showing the status of title of the Property and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property”) which would appear in the for an ALTA Owner’s Policy of Title InsuranceInsurance (the “Title Policy”), when issuedissued by the Title Company, insuring good and marketable fee simple title to the Property, together with true, correct and legible copies of all items and documents referred to exceptions listed therein. Within five business days after receipt of the title commitment and related documents by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period ten (the "Review Period"10) ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last following its receipt of (i) the Title Commitment; and (ii) true, legible copies of all instruments referred exceptions listed therein and the “Survey” (defined below), to in deliver to Seller written notice of Purchaser’s objections to title (the “Title Commitment, in which to notify Seller of any objections Purchaser has to any matters shown or referred to in the Title Commitment (“Objection NoticeLetter”). Any exception to which Purchaser does not object shall be considered a "Permitted Exception". In the event Purchaser timely provides Seller an Objection Notice, Seller shall have the right, but not the obligation, at its sole costto cure Purchaser’s objections to title; subject, however, to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent obligation to eliminate or modify such unacceptable exceptions or conditions remove all “Monetary Liens” (as defined below) by Closing. Seller shall notify Purchaser in writing within ten five (105) days following delivery Seller’s receipt of the Title Objection Notice Letter concerning which title objections, if any, Seller has agreed to cure (“Seller’s Cure Period”failure to give such notice shall be deemed an election not to cure any objections or matters set forth in the Title Objection Letter). In the event that Seller is unable does not undertake to cure all of the objections in the Title Objection Letter to Purchaser’s sole satisfaction (or unwilling to eliminate or modify such unacceptable exceptions or conditions does not timely respond to the satisfaction of Purchaser within Seller's Cure Period, and so notifies Purchaser in writing (the “No Cure Notice”Title Objection Letter), then in that event Purchaser may elect in writing delivered shall have the right for five (5) days after receipt of Seller’s response to Seller within ten the Title Objection Letter (10or five (5) days following delivery the expiration of the No Cure Notice period within which Seller was to Purchaser to elect so respond) to either (1i) waive any such Objectionstitle objection in writing and proceed to Closing (in which event such waived title objection shall be deemed to be a “Permitted Encumbrance”, oras defined below), or (ii) terminate this Agreement upon written notice to Seller and receive a prompt refund of the Xxxxxxx Money, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, in which event neither party hereto shall have any further obligations under this Agreement except for the Surviving Obligations. If Purchaser does not terminate this Agreement prior to the expiration of the aforesaid five (5) day period, then at Closing, Purchaser shall accept title to the Property subject to the Permitted Encumbrances (subject to Seller’s absolute obligation to cause the removal and release of record of any and all Monetary Liens (as hereinafter defined) at or before Closing).

Title Commitment. Within five (5a) Business Days Seller shall, within ten (10) days after the Effective Date, Seller shall request from the Title Company furnish to Purchaser: (I) a title commitment for the Property (the "Seller's Title Commitment"), specifying Seller by the terms of which Title Company agrees to issue to Purchaser at Closing an 1992 ALTA Owner Policy of Title Insurance (as the record owner of the Property, showing Purchaser as the prospective named insured, amended to date) ("Title Policy") in the amount of the Property Purchase Price, showing the status of insuring Purchaser's fee simple title of the Property and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property) which would appear in the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to therein. Within five business days after receipt of the title commitment and related documents by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period (Real Property to be good and indefeasible, subject to the "Review Period") ending on terms of such policy and the date which is fifteen (15) business days after the date on which Purchaser receives the last of (i) the Title Commitmentexceptions described therein; and (iiH) true, legible copies a photocopy of all instruments referred documents ("Title Documents") describing all title exceptions shown on the Commitment. As used herein, the term "Title Objection Period" shall mean a period commencing on the first day following Seller's delivery to Purchaser of the Survey, Commitment and Title Documents and ending ten (10) days thereafter. All matters shown on the Survey and exceptions listed in the Title Commitment, in Commitment which are not objected to notify by Purchaser by delivery of written notice to Seller of any objections Purchaser has to any matters shown or referred to in within the Title Commitment (“Objection Notice”). Any exception to which Purchaser does not object Period shall be considered a "Permitted Exception"conclusively deemed to be acceptable to Purchaser. In the event Purchaser timely provides Seller an Objection Noticeobjects to any title exception or Survey matter ("Title Objection"), Seller may but shall have the rightnot be obligated to, but not the obligation, at its sole cost, to eliminate or modify cure such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten (10) days following delivery of the Objection Notice (“Seller’s Cure Period”)Title Objection. In the event Seller notifies Purchaser that Seller is unable or unwilling to eliminate or modify such unacceptable exceptions or conditions cure any Title Objection, Purchaser shall be deemed to have waived the satisfaction of Purchaser Title Objections unless within Seller's Cure Period, and so notifies Purchaser in writing five (the “No Cure Notice”), then in that event Purchaser may elect in writing delivered to Seller within ten (105) days following delivery such notice, Purchaser delivers to Seller written notice terminating this Agreement. Notwithstanding anything herein to the contrary, in the event that Purchaser's right to terminate this Agreement pursuant to any provision of this Section 5.1 has not expired prior thereto, it shall expire upon expiration of the No Cure Notice Inspection Period. As used in this Agreement, the term "Permitted Exceptions" shall mean all matters either shown on the Survey or listed in the Commitment to which Purchaser does not raise a Title Objection within the Title Objection Period or, having objected, Purchaser waives or is deemed to elect to either (1) waive such Objections, orhave waived in accordance with the provisions of this Section 5.1.

Title Commitment. Within (a) Purchaser acknowledges receipt of that certain title insurance commitment issued by Lawyer's Title Insurance Corporation under Commitment No. NYN-02-001836 (the "Title Commitment"), together with copies of the title exceptions listed thereon. Purchaser will deliver written notice of any objections to matters shown on the Title Commitment on or prior to the expiration of the Evaluation Period. In addition, Purchaser shall have five (5) Business Days after Purchaser's counsel receives notice of any new objection or exception to the Effective Date, Seller shall request from title to the Real Property raised by the Title Company after the effective date of the Title Commitment and prior to the Closing, Purchaser shall provide Seller with written notice of such new objection if Purchaser deems same unacceptable (title matters objected to by Purchaser as set forth in this Section 6.2 are herein called "Title Objections"). If Purchaser's counsel receives notice of any Title Objections with less than five (5) Business Days prior to the Closing Date, then (x) the Closing shall be postponed for a sufficient number of days in order for Purchaser's counsel to have five (5) Business Days to review said Title Objections and to advise Seller if Purchaser deems same unacceptable and (y) the balance of this Agreement shall apply with respect to Seller's right to cure same. In the event Seller does not receive the Title Objections by the applicable objection date, Purchaser will be deemed to have accepted the exceptions to title commitment for set forth on the Property Title Commitment or on any updates thereto as Permitted Exceptions. Prior to the expiration of the Evaluation Period (unless this Agreement has been terminated or is deemed terminated by Purchaser), Purchaser shall cause the Title Company to furnish to Purchaser and Seller's counsel a preliminary title report or title commitment, by the terms of which the Title Company agrees to issue to Purchaser at Closing, an owner's policy of title insurance (the "Seller's Title CommitmentPolicy"), specifying Seller as the record owner of the Property, showing Purchaser as the prospective named insured, ) in the amount of the Property Purchase PricePrice on the then-standard ALTA owner's form insuring Purchaser's fee simple title to the Real Property, showing subject to the status terms of title of such policy and the Property and listing all exceptions described therein (including, but not limited towithout limitation, easementsthe standard or general exceptions). Subject to this Section 6.2(a) and Purchaser's review and acceptance of same, restrictionsall matters shown on such form Title Commitment and the exceptions shown on Exhibit G (collectively, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property) which would appear in the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to therein. Within five business days after receipt of the title commitment and related documents by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period (the "Review Period") ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last of (i) the Title Commitment; and (ii) true, legible copies of all instruments referred are conclusively deemed to in the Title Commitment, in which be acceptable to notify Seller of any objections Purchaser has to any matters shown or referred to in the Title Commitment (“Objection Notice”). Any exception to which Purchaser does not object shall be considered a "Permitted Exception". In the event Purchaser timely provides Seller an Objection Notice, Seller shall have the right, but not the obligation, at its sole cost, to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten (10) days following delivery of the Objection Notice (“Seller’s Cure Period”). In the event Seller is unable or unwilling to eliminate or modify such unacceptable exceptions or conditions to the satisfaction of Purchaser within Seller's Cure Period, and so notifies Purchaser in writing (the “No Cure Notice”), then in that event Purchaser may elect in writing delivered to Seller within ten (10) days following delivery of the No Cure Notice to Purchaser to elect to either (1) waive such Objections, orPurchaser.

Title Commitment. Within five (5) Business Days after Subject to the Effective Date, Seller shall request from the Title Company a title commitment for the Property (the "Seller's Title Commitment"terms of this Section 8.1(c), specifying Seller Title Insurer is committed to issue an American Land Title Association Owner’s Policy of Title Insurance with Extended Coverage (ALTA Form 2006), or its state equivalent, together with such endorsements generally available in Maryland as may be requested by Buyer during the record owner of Investigation Period (provided that Buyer shall pay for such endorsements), and which Title Insurer agreed to issue during the PropertyInvestigation Period pursuant to a pro forma title policy delivered by Title Insurer to Buyer (copy to Seller) during the Investigation Period, showing Purchaser as the prospective named insured, with liability in the amount of the Property Purchase Price, showing insuring that fee title to the status of title of the Real Property and listing all exceptions (includingis vested in Buyer, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property) which would appear in the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to therein. Within five business days after receipt of the title commitment and related documents by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period (the "Review Period") ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last of to: (i) the exclusions listed in the “Exclusions from Coverage” of the ALTA Extended Coverage Title CommitmentPolicy; and (ii) true, legible copies of all instruments referred to in the Permitted Title Commitment, in which to notify Seller of any objections Purchaser has to any matters shown or referred to in the Title Commitment Exceptions (“Objection NoticeALTA Extended Coverage Policy” or the “Title Policy”). Any exception Notwithstanding the foregoing terms of this Section 8.1, if Buyer elects to which Purchaser does not object receive an extended coverage policy of title insurance, Buyer shall be considered responsible for obtaining (and copying Seller with) a "Permitted Exception". In pro forma policy from Title Insurer during the event Purchaser timely provides Seller an Objection Notice, Seller shall have Investigation Period indicating Title Insurer’s agreement to issue the right, but not the obligation, at its sole cost, to eliminate or modify ALTA Extended Coverage Policy in such unacceptable exceptions or conditions form and shall give Purchaser written notice of Seller’s intent to eliminate or modify with such unacceptable exceptions or conditions within ten (10) days following delivery of the Objection Notice (“Seller’s Cure Period”). In the event Seller is unable or unwilling to eliminate or modify such unacceptable exceptions or conditions to the satisfaction of Purchaser within Seller's Cure Periodendorsements as may be attached thereto, and so notifies Purchaser the failure of Buyer to obtain such a pro forma title policy from Title Insurer during the Investigation Period and subsequent inability of Buyer to obtain the ALTA Extended Coverage Policy from Title Insurer in writing (the “No Cure Notice”)form requested by Buyer, then in that event Purchaser may elect in writing delivered shall not be deemed a failure of a condition to Seller within ten (10) days following delivery of the No Cure Notice to Purchaser to elect to either (1) waive such Objections, orBuyer’s Closing obligations under this Agreement.

Title Commitment. Within five Seller, at its cost and expense, shall obtain and cause a copy to be furnished to Buyer of a current title commitment with a non-imputation endorsement and without standard exceptions (5the “Title Commitment”) Business Days after the Effective Date, Seller shall request from the Title Company issued by a title commitment for the Property insurance company selected by Seller and reasonably acceptable to Buyer (the "Seller's “Title Commitment"Company”), specifying Seller as together with legible copies of all exceptions to title referenced therein (the record owner “Exception Documents”). The Title Commitment shall set forth the state of title to the Real Property, showing Purchaser as the prospective named insured, in the amount of the Property Purchase Price, showing the status of title of the Property and listing together with all exceptions (includingor conditions to such title, but not limited to, including all easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and all other conditions, if any, encumbrances affecting the Property) Real Property which would appear in an owner’s or leasehold title policy, if issued. The Title Commitment shall contain the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to therein. Within five business days after receipt express commitment of the Title Company to issue one or more owners’ or leasehold title commitment and related documents by Sellerpolicies (collectively, Seller shall convey it the “Title Policy”) to Purchaser. Seller shall deliver to Purchaser title at closing subject only Buyer in an amount equal to the "Permitted Exceptions,” amount of purchase price as defined herein. Purchaser shall have a period (allocated per Section 2.3 of the "Review Period") ending on Real Property insuring such title to the date which Real Property as is fifteen (15) business days after the date on which Purchaser receives the last of (i) the Title Commitment; and (ii) true, legible copies of all instruments referred to specified in the Title Commitment. Buyer will have twenty (20) days from the date Buyer receives the Title Commitment, in the Exception Documents and Survey (as defined below) within which to cause the Title Commitment and the Survey to be examined and to notify Seller in writing of any material objections Purchaser has to any matters shown or referred to in Seller’s title reflected by the Title Commitment and the Survey (“Objection NoticeBuyer’s Objection”). Any exception to which Purchaser does not object shall be considered a "Permitted Exception". In the event Purchaser timely provides Seller an Objection Notice, Seller shall have twenty (20) days from receipt of Buyer’s Objection to cure the rightmaterial defects set forth therein, but not the obligation, at its sole cost, and to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser provide Buyer with written notice of Seller’s intent action to eliminate or modify remedy such unacceptable exceptions or conditions within ten (10) days following delivery of the Objection Notice objection (“Seller’s Cure PeriodResponse”). In the event If Seller is unable or unwilling to eliminate or modify such unacceptable exceptions or conditions does not timely cure and provide Seller’s Response, Buyer may, within three days thereafter either (a) accept title to the satisfaction of Purchaser within Real Property as provided, or (b) terminate the Agreement in written notice to Seller's Cure Period, and so notifies Purchaser in writing (the “No Cure Notice”), then in that event Purchaser may elect in writing delivered . If Buyer does not deliver to Seller written notice of termination within ten (10) days following delivery such day three day period, Buyer will be deemed to have accepted title to the Real Property as shown in the Title Commitment without reduction of Purchase Price. At Closing, an authorized agent of the No Cure Notice Title Company shall down-date and initial the Title Commitment to Purchaser reflect the condition of title of the Real Property must be consistent with the Title Commitment as modified to elect to either (1) waive such Objections, ordelete Buyer’s objections therefrom.

Title Commitment. Within five (5) Business Days after the Effective Date, Seller shall request from the The Title Company issued to Purchaser and Purchaser’s lender a commitment to issue title commitment for the Property insurance (the "Seller's Title “Commitment"”), specifying Seller as in the record owner form of Exhibit L attached hereto, committing to issue at Closing an owner’s policy of title insurance (the Property, showing Purchaser as the prospective named insured, “Title Policy”) in the amount of the Property Purchase Price, showing Price on the status of title of the Property and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property) which would appear in the Owner’s ALT A Owner Policy of Title InsuranceInsurance with extended coverage, when issuedStandard Form Rev. 10/17/92 (as amended to date) insuring Purchaser’s fee simple title to the Real Property to be good and indefeasible, together with true, correct subject to the terms of such policy and legible copies the exceptions described therein and the lender’s policy in the form set forth in the Commitment. Purchaser hereby approves the Commitment. Notwithstanding any provision of all items and documents referred this Section 6.2 to therein. Within five business days after receipt of the title commitment and related documents by Sellercontrary, Seller shall convey it will be obligated to Purchaser. Seller shall deliver cure prior to Purchaser Closing exceptions to title at closing subject only to the "Permitted Exceptions,” Real Property and Improvements relating to (or, as defined herein. Purchaser shall have a period to items in (ii) below, cure or cause deletion from the "Review Period"Title Policy or affirmative title insurance over) ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last of (i) the Title Commitment; liens and security interests securing any loan to Seller, and (ii) trueany other liens or security interests created by, legible copies of all instruments referred through or under Seller, other than liens for ad valorem taxes and assessments not yet due and payable. Following the Effective Date, if Title Company modifies the Commitment by adding an exception to title to the Real Property and the Improvements relating thereto not disclosed in the Title CommitmentCommitment which would materially impact Purchaser’s ownership or operation of the Real Property and Improvements, in which then such new exception shall be a condition precedent to notify Seller Purchaser’s obligations to proceed to Closing and Purchaser shall be entitled to terminate this Agreement and receive a refund of any objections Purchaser has to any matters shown or referred to in the Title Commitment (“Objection Notice”). Any Deposit; provided, however, if such exception to which Purchaser does not object title was created by Seller following the Effective Date, then Seller shall either cause such new exception to be removed from the revised Commitment or endorsed over by Title Company, or such failure shall be considered a "Permitted Exception". In default by Seller under the event Purchaser timely provides Seller an Objection Notice, Seller shall have the right, but not the obligation, at its sole cost, to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice terms of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten (10) days following delivery of the Objection Notice (“Seller’s Cure Period”). In the event Seller is unable or unwilling to eliminate or modify such unacceptable exceptions or conditions to the satisfaction of Purchaser within Seller's Cure Period, and so notifies Purchaser in writing (the “No Cure Notice”), then in that event Purchaser may elect in writing delivered to Seller within ten (10) days following delivery of the No Cure Notice to Purchaser to elect to either (1) waive such Objections, orthis Agreement.

Title Commitment. (a) At Closing, Seller shall convey good and indefeasible fee title, and Buyer shall accept fee title, to the Property, subject only to the “Permitted Encumbrances” (defined below). Within five ten (510) Business Days after days following the Effective Date, Seller Buyer shall request from obtain a commitment for an ALTA 2006 Form of Owner’s Policy of Title Insurance with extended coverage to be issued by the Title Company a title commitment for the Property (the "Seller's Title Commitment"), specifying Seller as the record owner of the Property, showing Purchaser as the prospective named insured, in the amount of the Property Purchase Price, showing naming Buyer as the status of insured and insuring good and indefeasible fee simple title of the Property and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting to the Property) which would appear in the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred exceptions listed therein (“Title Commitment”). Buyer shall have until 6 pm MDT on April 15, 2019 (“Title Objection Deadline”) to therein. Within five business days after receipt of the title commitment and related documents by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only Seller written notice of Buyer’s objections to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period (the "Review Period") ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last of (i) the Title Commitment; and (ii) true, legible copies of all instruments referred to in the Title Commitment, in which to notify Seller of any objections Purchaser has to any matters shown or referred to disclosed in the Title Commitment and the Survey (“Title Objection NoticeLetter”). Any exception to which Purchaser does not object shall be considered a "Permitted Exception". In the event Purchaser timely provides Seller an Objection Notice, Seller shall have the right, but not the obligation, at its sole costto cure Buyer’s objections to title and the Survey; subject, however, to eliminate Seller’s obligation to remove all Seller Removal Items (as defined below) by Closing without any requirement for Buyer to object to the same. Seller shall notify Buyer in writing within five (5) days following Seller’s receipt of the Title Objection Letter concerning which title and Survey objections, if any, Seller has agreed to cure. If Seller does not undertake to cure all of the objections in the Title Objection Letter to Buyer’s sole satisfaction (or modify such unacceptable exceptions or conditions and does not timely respond to the Title Objection Letter), then Buyer shall give Purchaser written notice have the right for five (5) days after receipt of Seller’s intent response to eliminate the Title Objection Letter (or modify such unacceptable exceptions or conditions within ten five (105) days following delivery the expiration of the Objection Notice (“Seller’s Cure Period”). In the event period within which Seller is unable or unwilling was to eliminate or modify such unacceptable exceptions or conditions to the satisfaction of Purchaser within Seller's Cure Period, and so notifies Purchaser in writing (the “No Cure Notice”), then in that event Purchaser may elect in writing delivered to Seller within ten (10respond) days following delivery of the No Cure Notice to Purchaser to elect to either (1i) waive any such Objectionsobjection in writing and proceed to Closing (in which event such waived title objection shall be deemed to be a “Permitted Encumbrance,” as defined below), oror (ii) terminate this Agreement and receive an immediate refund of the Xxxxxxx Money. All exceptions set forth in the Title Commitment and on the Survey which are not objected to by Buyer in Buyer’s Title Objection Letter (excluding any Seller Removal Items) are herein collectively called “Permitted Encumbrances.”

Title Commitment. Within five Buyer shall, within ten (510) Business Days days after the Effective Date, Seller shall request obtain a current commitment for an ALTA Owner’s Title Insurance Policy (the “Title Commitment”) from the Title Company a title commitment relating to the Property in an amount equal to the Purchase Price for the Property Property. Buyer shall have the right to have a survey (the "Seller's Title Commitment"), specifying Seller as the record owner of the Property, showing Purchaser as the prospective named insured, in the amount “Updated Survey”) of the Property Purchase Price, showing prepared at the status sole cost and expense of title of Buyer and Buyer shall order such Updated Survey within five (5) days after the Property and listing all exceptions Effective Date. Buyer shall have until five (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property5) which would appear in the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to therein. Within five business days after receipt of the title commitment Title Commitment and related documents by SellerUpdated Survey, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period if applicable (the "“Title Review Period"”) ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last of (i) to give Seller a detailed notice objecting to any exception or condition contained in the Title Commitment; and (ii) trueCommitment or the Updated Survey. If Buyer does not give notice of any objections to Seller within the Title Review Period, legible copies of all instruments referred Buyer shall be deemed to have approved the title as shown in the Title Commitment, in which to notify Seller of any objections Purchaser has to any the title exceptions, and all matters shown on the existing survey or referred to in the Title Commitment Updated Survey, if any, except for Required Cure Items (defined below) and any such exceptions or matters shall become “Objection NoticePermitted Exceptions”). Any exception to which Purchaser does not object shall be considered a "Permitted Exception". In the event Purchaser If Buyer provides timely provides Seller an Objection Noticeobjections, Seller shall have five (5) business days after receipt of Buyer’s notice (the right“Title Cure Period”) in which to elect, but not the obligation, at its sole cost, to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser by written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten (10) days following delivery of the Objection Notice Buyer (“Seller’s Title Notice”), either (A) to cure Buyer’s objections, or (B) not to cure Buyer’s objections; provided, however, notwithstanding the foregoing, Seller shall have no obligation whatsoever to cure or attempt to cure any of Buyer’s objections. Notwithstanding the preceding sentence, Seller shall be obligated, at Closing, to cause Title Company to remove deeds of trust, mortgages, security deeds or other monetary liens encumbering the Property, including, without limitation, the currently existing mortgage in favor of Lender (the “Required Cure PeriodItems”). In the event that Seller is unable fails to provide such written notice of its election to proceed under either clause (A) or unwilling (B) above, Seller shall be deemed to eliminate have elected clause (B) above. If Buyer provides timely objections and all of Buyer’s objections are not cured (or modify such unacceptable exceptions agreed to be cured by Seller prior to Closing) within the Title Cure Period for any reason, then, within five (5) days after receipt or conditions deemed receipt of Seller’s Title Notice, Buyer shall, as its sole and exclusive remedy, waiving all other remedies, either: (x) terminate this Agreement by giving a termination notice to Seller, at which time Title Company shall return the satisfaction of Purchaser within Xxxxxxx Money to Buyer (less the Good Faith Payment which shall be delivered to Seller's Cure Period) and the parties shall have no further rights, liabilities, or obligations under this Agreement (other than those that expressly survive termination); or (y) waive the uncured objections by proceeding to Closing and thereby be deemed to have approved the Buyer’s title as shown in the Title Commitment, the title exception documents, the existing survey or the Updated Survey, if any, and so notifies Purchaser in writing (any such uncured objections shall become “Permitted Exceptions”. If Seller does not timely receive notice of Buyer’s election to terminate under this Section, Buyer will be deemed to have waived the uncured objections and such uncured objections, except for Required Cure Items, shall become “No Cure NoticePermitted Exceptions”), then in that event Purchaser may elect in writing delivered to Seller within ten (10) days following delivery of the No Cure Notice to Purchaser to elect to either (1) waive such Objections, or.

Title Commitment. Within five (5a) Business Days after the Effective DatePurchaser shall order, Seller shall request from the Title Company at its sole cost and expense, a title commitment for an owner's title insurance policy with respect to the Property (the "Seller's Title Commitment"), specifying Seller ) from [__________ Title Insurance Company] (the "Title Company") and shall request the Title Company to deliver copies of the Title Commitment as soon as the record owner same is or becomes available, together with true and complete copies of all instruments giving rise to any defects or exceptions to title to the Property, showing to Purchaser's and Seller's attorneys. If the Title Commitment indicates the existence of any liens, encumbrances or other defects or exceptions to title to the Property, other than the Permitted Encumbrances subject to which Purchaser as is unwilling to accept title (collectively, the prospective named insured, in the amount "Title Objections") and Purchaser gives Seller notice of the Property Purchase Price, showing the status of title of the Property and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property) which would appear in the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to therein. Within five business days after receipt of the title commitment and related documents by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period (the "Review Period") ending on the date which is same within fifteen (15) business days after the date on which Purchaser receives the last Purchaser's receipt of (i) the Title Commitment; and , Seller shall have the right (iibut shall not be obligated) true, legible copies to eliminate or cure the same. Purchaser hereby waives any right Purchaser may have to advance as objections to title or as grounds for Purchaser's refusal to close this transaction any Title Objections of all instruments referred which Purchaser does not notify Seller within such 15-day period unless such Title Objections were first raised by the Title Company subsequent to in the date of the applicable Title Commitment, in which event Purchaser shall be deemed to have waived its right to raise such Title Objections as an objection to title or as a ground for Purchaser's refusal to close this transaction if Purchaser fails to notify Seller of any objections the same within five (5) days after Purchaser has first becomes aware of such Title Objections. Seller, in its sole discretion, may adjourn the Closing one or more times for up to any matters shown or referred to ninety (90) days in the Title Commitment (“Objection Notice”). Any exception to which Purchaser does not object shall be considered a "Permitted Exception". In the event Purchaser timely provides Seller an Objection Notice, Seller shall have the right, but not the obligation, at its sole cost, aggregate in order to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten (10) days following delivery of the Objection Notice (“Seller’s Cure Period”). In the event Seller is unable or unwilling to eliminate or modify such unacceptable exceptions or conditions to the satisfaction of Purchaser within Seller's Cure Period, and so notifies Purchaser in writing (the “No Cure Notice”), then in that event Purchaser may elect in writing delivered to Seller within ten (10) days following delivery of the No Cure Notice to Purchaser to elect to either (1) waive such Title Objections, or.

Title Commitment. Within Seller shall, within five (5) Business Days business days after the Effective Date, Seller shall request obtain and deliver to Buyer a current commitment for an ALTA Owner’s Title Insurance Policy (the “Title Commitment”) from the Title Company a relating to the Property in an amount equal to the Purchase Price for the Property. The title commitment for delivered hereunder shall insured good and marketable title as therein shown, name Purchaser as proposed insured, and be subject only to those exceptions as therein stated. Buyer shall have the Property right to have a survey (the "Seller's Title Commitment"), specifying Seller as the record owner of the Property, showing Purchaser as the prospective named insured, in the amount “Updated Survey”) of the Property Purchase Price, showing prepared at the status sole cost and expense of title of Buyer and Buyer shall order such Updated Survey within five (5) days after the Property and listing all exceptions Effective Date. Buyer shall have until five (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property5) which would appear in the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to therein. Within five business days after receipt of the title commitment Title Commitment and related documents by SellerUpdated Survey, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period if applicable (the "“Title Review Period"”) ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last of (i) to give Seller a detailed notice objecting to any exception or condition contained in the Title Commitment; and (ii) trueCommitment or the Updated Survey. If Buyer does not give notice of any objections to Seller within the Title Review Period, legible copies of all instruments referred Buyer shall be deemed to have approved the title as shown in the Title Commitment, in which to notify Seller of any objections Purchaser has to any the title exceptions, and all matters shown on the existing survey or referred the Updated Survey, if any, and any such exceptions or matters shall become “Permitted Exceptions”. Notwithstanding anything to the contrary contained in this Agreement, Permitted Exceptions shall not include (i) any requirements contained in the Title Commitment to be met or complied with by Seller as a condition to the issuance of the Title Policy (but excluding any requirements for Endorsements that are provided or requested after the Due Diligence Period), or (ii) any indebtedness or liens created by or through Seller shown in the Title Commitment, except the mortgage evidencing the Loan currently encumbering the Property, which are removable by the payment of money in an ascertainable amount (“Objection NoticeRequired Cure Items”), which Seller shall comply with, pay or have released, as the case may be, on or before the Closing. Any exception Notwithstanding anything to which Purchaser does not object shall be considered a "Permitted Exception". In the contrary contained herein, in the event Purchaser timely provides any mechanic liens or other inchoate claims or liens (such as a commercial real estate broker commission) of a definite and ascertainable amount are being disputed by Seller an Objection Noticein good faith at Closing, Seller shall have bonded or discharged such liens at or prior to Closing, and the rightcoverage by the Title Company shall not make any exception for such liens or claims. If Buyer provides timely objections, but not Seller shall have five (5) business days after receipt of Buyer’s notice (the obligation“Title Cure Period”) in which to elect, at its sole cost, to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser by written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten (10) days following delivery of the Objection Notice Buyer (“Seller’s Cure PeriodTitle Notice”), either (A) to cure Buyer’s objections, or (B) not to cure Buyer’s objections; provided, however, notwithstanding the foregoing, Seller shall have no obligation whatsoever to cure or attempt to cure any of Buyer’s objections except as set forth in this Agreement. Notwithstanding the preceding sentence, Seller shall be obligated, at Closing, to cause Title Company to remove deeds of trust, mortgages, security deeds or other security liens encumbering the Property, except the currently existing mortgage in favor of Lender which will be assumed by Buyer, which are created by, through or due to the acts of Seller. In the event Seller is unable to cause the Title Company to remove or unwilling insure over any Required Cure Items, Buyer’s sole remedy shall be to eliminate or modify such unacceptable exceptions or conditions terminate the Agreement at which time the Title Company shall return the Exxxxxx Money to Buyer, the satisfaction Seller shall reimburse Buyer for its third party out of Purchaser within Seller's Cure Periodpocket expenses up to $40,000.00, and so notifies Purchaser in writing the parties shall have no further rights, liabilities, or obligations under this Agreement (other than those that expressly survive termination). In the “No event that Seller fails to provide such written notice of its election to proceed under either clause (A) or (B) above, Seller shall be deemed to have elected clause (B) above. If Buyer provides timely objections and all of Buyer’s objections are not cured (or agreed to be cured by Seller prior to Closing) within the Title Cure Notice”)Period for any reason, then in that event Purchaser may elect in writing delivered to Seller then, within ten five (105) days following delivery after receipt or deemed receipt of Seller’s Title Notice, Buyer shall, as its sole and exclusive remedy, waiving all other remedies, either: (x) terminate this Agreement by giving a termination notice to Seller, at which time Title Company shall return the No Cure Notice Exxxxxx Money to Purchaser to elect to either Buyer and the parties shall have no further rights, liabilities, or obligations under this Agreement (1other than those that expressly survive termination); or (y) waive the uncured objections by proceeding to Closing and thereby be deemed to have approved the Buyer’s title as shown in the Title Commitment, the title exception documents, the existing survey or the Updated Survey, if any, and any such Objectionsuncured objections shall become “Permitted Exceptions”. If Seller does not timely receive notice of Buyer’s election to terminate under this Section, orBuyer will be deemed to have waived the uncured objections and such uncured objections shall become “Permitted Exceptions”.

Title Commitment. Within Seller hereby agrees that it shall not, after the Agreement Date, take any action affecting title to the Property (except for (i) New Leases and Modifications and memoranda thereof, (ii) utility, access, and other easements and/or licenses, provided that the same are normal and customary and consistent with Seller’s operation of the Property as of the Agreement Date, and (iii) actions effectuating the release of liens or encumbrances) unless consented to by Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed. Not later than the date that is thirty-five (535) Business Days days after the Effective DateAgreement Date (the period from the Agreement Date through the thirty-fifth (35th) day thereafter being referred to herein as the “Title Objections Period”), Seller shall request from Purchaser shall, at Purchaser’s sole cost and expense, (a) cause the Title Company to issue to Purchaser a title current commitment for the Property an ALTA policy of leasehold title insurance and/or owner’s title insurance (as applicable) (the "Seller's “Title Commitment"), specifying Seller ”) setting forth the state of title to the MOB Sites and committing the Title Company to issue to Purchaser a leasehold policy of title insurance insuring Purchaser’s interest as tenant under the record owner Ground Leases and/or an owner’s policy of title insurance insuring Purchaser’s interest in the Property, showing Purchaser MOBs (as the prospective named insured, applicable) in the amount of the Property Purchase PricePrice and with such endorsements as Purchaser desires, showing the status of title (b) deliver a copy of the Property Title Commitment to Seller and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting cause the Property) which would appear in the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies Company to deliver to Seller a copy of all items and title documents referred to therein. Within five business days after receipt of the title commitment and related documents by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period (the "Review Period") ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last of (i) the Title Commitment; and (ii) true, legible copies of all instruments that are referred to in the Title Commitment, and (c) elect to have current “as-built” surveys of the MOBs and the MOB Sites performed, if Purchaser so desires. Seller shall prepare or cause to be prepared legal descriptions of the MOB Sites (collectively, the “Legal Descriptions”) based upon Seller’s most current surveys in which Seller’s possession and/or existing subdivision plats of record for each MOB Site, as applicable, and shall deliver a copy of the Legal Descriptions to notify Purchaser. Once prepared by Seller and reasonably approved by Purchaser and the Title Company, the Legal Descriptions will be substituted for the depiction of the MOB Sites attached hereto as Exhibit 1.1(yy) and shall likewise be attached to the Ground Leases for the same purpose. Said Legal Descriptions shall be binding upon Seller and Purchaser and shall be deemed a part of this Agreement without the requirement of any objections Purchaser has to any matters shown further action by Seller or referred to in the Title Commitment (“Objection Notice”). Any exception to which Purchaser does not object shall be considered a "Permitted Exception". In the event Purchaser timely provides Seller an Objection Notice, Seller shall have the right, but not the obligation, at its sole cost, to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten (10) days following delivery of the Objection Notice (“Seller’s Cure Period”). In the event Seller is unable or unwilling to eliminate or modify such unacceptable exceptions or conditions to the satisfaction of Purchaser within Seller's Cure Period, and so notifies Purchaser in writing (the “No Cure Notice”), then in that event Purchaser may elect in writing delivered to Seller within ten (10) days following delivery of the No Cure Notice to Purchaser to elect to either (1) waive such Objections, orPurchaser.

Title Commitment. Within five Sellers shall, within three (53) Business Days business days after the Effective Date, Seller shall request from the deliver or cause Title Company Insurer to deliver, a title commitment for to insure fee title to the Real Property (the "Seller's Title Commitment")) with respect to each Property, specifying Seller together with a legible copy of each instrument that is listed as an exception in the Commitment, with the cost thereof to be paid in accordance with Section 7.4 hereof. Buyer shall have until the Tranche 1 Approval Date [or Tranche 2 Approval Date, as applicable] (the “Title Objection Date”) to examine same and to notify Sellers in writing of its objections to title (all items so objected to being hereinafter referred to as the record owner "Objectionable Items"). All matters affecting title to the Property as of the Propertydate of the applicable Commitment, showing Purchaser except those specifically and timely objected to by Buyer in accordance with this Section, shall be deemed approved by Buyer and shall be deemed to be "Permitted Exceptions." If Buyer timely notifies Sellers of any Objectionable Items, Sellers may, but shall not be obligated to, cure or remove same; however, Sellers agree to consult with Title Insurer in order to determine which Objectionable Items, if any, Title Insurer is willing to remove, all with no action required on the part of Sellers. Anything in this Agreement to the contrary notwithstanding, Sellers shall, prior to the applicable Closing, cure any monetary liens and other liens of an ascertainable amount created or assumed by, through or under Sellers (the “Monetary Exceptions”). If Sellers and/or Title Insurer does cure or remove all such Objectionable Items, Buyer shall have no further right to terminate this Agreement pursuant to this Article except with respect to subsequent matters affecting title and survey as the prospective named insuredset forth in Section 5.3 herein. Such Objectionable Items shall be deemed cured or removed if Title Insurer issues a revised Commitment to issue, at Closing, a T-1 Owner's Policy of Title Insurance in the amount of the Purchase Price for such Property Purchase Pricein favor of Buyer, showing the status with such Objectionable Items having been removed as exceptions or insured over by Title Insurer. Sellers shall notify Buyer, within five (5) days after Sellers’ receipt of title Buyer's notice of Objectionable Items, as to which Objectionable Items Sellers and/or Title Insurer are willing or able to cure or remove ("Seller's Election"); and if no such notice is given within such time period, Sellers shall be deemed to have elected not to 19 cure any of the Property Objectionable Items. If Sellers are unwilling or unable to cure some or all of the Objectionable Items, Buyer shall, as its sole and listing all exceptions exclusive remedy in such event, make an election in writing (including"Buyer's Election"), but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Propertywithin five (5) which would appear in the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to therein. Within five business days after receipt by Buyer of Sellers’ Election (or the expiration of the title commitment and related documents by Seller, time period for Sellers to make Sellers’ Election if Seller shall convey it fails to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period (the "Review Period") ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last of (i) the Title Commitment; and (ii) true, legible copies of all instruments referred to in the Title Commitment, in which to notify Seller of any objections Purchaser has to any matters shown or referred to in the Title Commitment (“Objection Notice”). Any exception to which Purchaser does not object shall be considered a "Permitted Exception". In the event Purchaser timely provides Seller an Objection Notice, Seller shall have the right, but not the obligation, at its sole cost, to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written send notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten (10's Election) days following delivery of the Objection Notice (“Seller’s Cure Period”). In the event Seller is unable or unwilling to eliminate or modify such unacceptable exceptions or conditions to the satisfaction of Purchaser within Seller's Cure Period, and so notifies Purchaser in writing (the “No Cure Notice”), then in that event Purchaser may elect in writing delivered to Seller within ten (10) days following delivery of the No Cure Notice to Purchaser to elect to either (1) waive such Objections, oreither:

Title Commitment. Within five thirty (530) Business Days after days of the Effective DateDate of this Agreement, Seller the Village, at the Village’s cost and expense, shall request from deliver to the Title Company Purchaser, a title commitment for the Property (the "Seller's “Title Commitment"”) issued by Chicago Title Insurance Company (the “Title Company”), specifying Seller as the record owner of the Property, showing Purchaser as the prospective named insured, in the amount of the Property Purchase Price, showing subject only to (i) the status of title of exclusions and conditions contained in the Property Title Commitment; (ii) the restrictions and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting contained in the Deed; (iii) 2019 general real estate taxes not yet due and payable and subsequent years; (iv) existing encroachments by neighboring residential properties onto the Property; (v) utility and drainage easements and such other covenants, easements, building line(s), restrictions and matters of record; (vi) any additional easements recommended by the Village Engineer to be part of the conveyance; and (vii) acts done or suffered by or judgments against the Purchaser (collectively, the “Permitted Exceptions”). If the Title Commitment discloses exceptions to title, which would appear in are not acceptable to Purchaser (the Owner’s Policy "Unpermitted Exceptions"), Purchaser shall have thirty (30) days from the delivery of the Title Insurance, when issued, together Commitment to object to the Unpermitted Exceptions. Purchaser shall provide the Village with true, correct and legible copies a title objection letter (the "Purchaser's Objection Letter") listing those matters which are not Permitted Exceptions. The Village shall have thirty (30) days from the date of all items and documents referred to therein. Within five business days after receipt of the title commitment Purchaser's Objection Letter ("Village's Cure Period") to have the Unpermitted Exceptions removed from the Title Commitment or to cure such Unpermitted Exceptions or to have the Title Company commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions, and related documents the time of Closing shall be extended thirty (30) days. If the Village fails to have the Unpermitted Exceptions removed or in the alternative, to obtain a Title Commitment insuring the Unpermitted Exceptions within the specified time (the "Proforma Title Policy"), Purchaser may elect to either (i) terminate this Agreement, at which time the Purchaser shall be entitled to have the Deposit, minus any costs incurred by Sellerthe Village, Seller shall convey it returned to Purchaser, or (ii) Close taking subject to such Unpermitted Exceptions. Seller All Unpermitted Exceptions, which the Title Company commits to insure, shall deliver be included within the definition of Permitted Exceptions. The Proforma Title Policy shall be conclusive evidence of good title as therein shown as to Purchaser title at closing all matters insured by the Title Company, subject only to the "Permitted Exceptions,” as defined herein. The Purchaser shall have a period (pay the "Review Period") ending on cost for any later date title commitment and the date which is fifteen (15) business days after the date on which Purchaser receives the last cost of (i) the Title Commitment; Company issuing a Proforma Title Policy to Purchaser. The Title Commitment shall, at Purchaser’s cost, provide for extended coverage. Title endorsements requested by the Purchaser for its owners’ policy and/or loan title policy shall be paid for by the Purchaser. Village shall furnish to the Purchaser an affidavit of title in customary form, reasonably acceptable to Purchaser. DEED. The Village Parcel shall be conveyed to Purchaser by the Village through the Deed, which shall be a recordable quitclaim deed. The Deed shall provide that the Village Parcel is being conveyed in “AS IS, WHERE IS” condition, including any environmental conditions existing in, on or beneath the Property.” If public utilities, street lighting, sanitary or storm sewers, fire hydrants and (ii) truerelated water service lines, legible copies public sidewalks or any other above or below grade infrastructure or public improvements are located within any portion of all instruments referred the Village Parcel to be sold, the Village shall reserve in the Title Commitmentquitclaim deed, a public utility or sidewalk easement of sufficient size to accommodate the repair, replacement, or maintenance of the public facilities or the installation of additional public facilities. The Village Engineer, in which to notify Seller of any objections Purchaser has to any matters shown his or referred to in her discretion, shall determine the Title Commitment (“Objection Notice”). Any exception to which Purchaser does not object shall be considered a "Permitted Exception". In the event Purchaser timely provides Seller an Objection Notice, Seller shall have the right, but not the obligation, at its sole cost, to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten (10) days following delivery size of the Objection Notice (“Seller’s Cure Period”)required easement area. In the event Seller is unable The Deed will not remove or unwilling to eliminate release any existing non-Village easement rights or modify such unacceptable exceptions other conditions of public record that are enforceable by other persons or conditions to the satisfaction of Purchaser within Seller's Cure Period, and so notifies Purchaser in writing (the “No Cure Notice”), then in that event Purchaser may elect in writing delivered to Seller within ten (10) days following delivery of the No Cure Notice to Purchaser to elect to either (1) waive such Objections, orprivate or public entities.

Title Commitment. Within five (5) Business Days On or before 5:00 o'clock p.m. central daylight ---------------- savings time on the 15/th/ day after the Effective Date, the Seller shall request from will provide to the Title Company Buyer a preliminary binder for issuance of an ALTA owner's title commitment for the Property insurance policy (the "Seller's Title Commitment"), specifying Seller ) reflecting Buyer as the record owner of the Property, showing Purchaser as the prospective named proposed insured, in the amount of equal to the Property Purchase Price, issued by Tri-Lakes Title Company, Inc., as agent for Chicago Title Insurance Company, showing fee simple title to the status of title of Project to be in Seller, and containing only the Property and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property) which would appear in the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to therein. Within five business days after receipt of the title commitment and related documents by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to hereafter called the "Permitted Exceptions,” as defined herein. Purchaser shall have a period (the "Review Period") ending described on Schedule 3.1 attached hereto and made a part hereof, together with copies of all documents listed therein as exceptions to title. After receipt of the date which is preliminary title binder and copies of all documents listed therein as exceptions to title, Buyer shall be allowed fifteen (15) business days to notify Seller in writing of any objections to Seller's title to the Real Property. Said objections shall be in writing or be deemed waived. Upon receipt of any written objections, Seller shall promptly undertake to correct the defects in title objected to by the Buyer. If the Seller is unable to correct such defects within one hundred twenty (120) days after Seller's receipt of any written objections to title, the date on which Purchaser receives Buyer will have the last of (i) the Title Commitment; and (ii) true, legible copies of all instruments referred option to in the Title Commitmentwaive such defect or terminate this Agreement, in which event neither party shall have any further rights or obligations hereunder. If the title binder discloses judgments, bankruptcies or other exceptions against other persons having names the same as or similar to notify that of the Seller, the Seller, on request, shall deliver to the Buyer and the title company affidavits showing that such judgments, bankruptcies or other exceptions are not against the Seller. Seller of shall also deliver any objections Purchaser has affidavits and documentary evidence required by the title company to any matters shown or referred to eliminate all exceptions other than the Permitted Exceptions appearing in the Title Commitment (“Objection Notice”). Any exception to which Purchaser does not object shall be considered a "Permitted Exception". In the event Purchaser timely provides Seller an Objection Notice, Seller shall have the right, but not the obligation, at its sole cost, to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten (10) days following delivery of the Objection Notice (“Seller’s Cure Period”). In the event Seller is unable or unwilling to eliminate or modify such unacceptable exceptions or conditions to the satisfaction of Purchaser within Seller's Cure Period, and so notifies Purchaser in writing (the “No Cure Notice”), then in that event Purchaser may elect in writing delivered to Seller within ten (10) days following delivery of the No Cure Notice to Purchaser to elect to either (1) waive such Objections, ortitle binder.

Title Commitment. Within five (5) Business Days after the Effective Date, Seller shall request from the Title Company a title commitment for the Property (the "Seller's Title Commitment"), specifying Seller as the record owner of the Property, showing Purchaser as the prospective named insured, in the amount of the Property Purchase Price, showing the status of title of the Property and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property) which would appear in the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to therein. Within five business days after receipt of the title commitment and related documents by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period (the "Review Period") ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last of (i) the Title Commitment; and (ii) true, legible copies of all instruments referred to in the Title Commitment, in which to notify Seller of any objections Purchaser has to any matters shown or referred to in the Title Commitment (“Objection Notice”). Any exception to which Purchaser does not object shall be considered a "Permitted Exception". In the event Purchaser timely provides Seller an Objection Notice, Seller shall have the right, but not the obligation, at its sole costcost and expense, shall cause GrayRobinson, P.A., as Closing Agent and as agent for Old Republic National Insurance Company (the “Title Company”) to eliminate or modify such unacceptable exceptions or conditions issue and shall give deliver to Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten (10) days following delivery from the Effective Date, an ALTA title commitment (“Title Commitment”) in the minimum amount of $1,650,000.00 (subject to increases based upon the cost of any improvements made to the Land by Purchaser after Closing), accompanied by one copy of all documents affecting the title to the Property and which constitute exceptions to the Title Commitment. Purchaser shall give Seller written notice (the “Title Notice”) prior to Closing if Purchaser objects to any of the Objection Notice title exceptions including, without limitation, those that are revealed by the Survey or an inspection of the Premises other than the Permitted Exceptions referenced on the attached Exhibit “B” which Purchaser has agreed to accept (the “Seller’s Cure PeriodPermitted Exceptions”). In the event that Purchaser objects to any title exceptions, other than the Permitted Exceptions, Purchaser shall state in the Title Notice which exceptions to the Title Commitment are unacceptable and Seller is unable shall within five (5) days of the date of such Title Notice notify Purchaser if Seller elects to cure or unwilling not to cure the objections of the Purchaser; provided, however, that at the Closing all mortgages and any other liens that may be satisfied by the payment of money shall be satisfied of record. If Seller fails to timely notify Purchaser that Seller intends to cure the objections, Seller shall be deemed to have elected not to cure the same. All title exceptions not timely objected to by Purchaser and which are listed on Exhibit “B” shall be deemed “Permitted Exceptions.” In the event Purchaser does not waive its objections (as set forth in the Title Notice) and if Seller elects not to attempt to eliminate the matters or modify such unacceptable exceptions or conditions is unable, after diligent, good faith efforts, to remove the matters within thirty (30) days after receipt of the Title Notice, Purchaser may, at its option, and as its sole remedy (i) accept title subject to the satisfaction objections raised by Purchaser, in which event said objection(s) shall be deemed waived for all purposes, or (ii) rescind this Agreement, whereupon this Agreement shall terminate and the Deposit with interest shall be refunded to Purchaser. Purchaser shall elect one of the two options specified in the preceding sentence within five (5) business days after the earlier of the date that Purchaser within receives notice from Seller that Xxxxxx has elected not to cure the objections or the last day of the 30 day period during which Seller attempts to eliminate the objections by Purchaser. In the event that Purchaser fails to timely make such election, Purchaser shall be deemed to have elected to rescind the Agreement pursuant to option (ii) above. The Title Commitment shall be updated by the Title and Closing Agent five (5) days prior to Closing. Any title exception appearing in the updated Title Commitment, other than a prior Permitted Exception hereunder, shall be treated as a title defect and shall be subject to the making of a written Title Notice by Xxxxxxxxx after receipt of the updated Title Commitment prior to Closing. (b) Survey: Purchaser shall, at Purchaser’s expense, obtain an ALTA/ACSM or a Florida Minimum Technical Standards survey of the Property from a registered Florida land surveyor, which shall be certified to Purchaser, Seller's Cure Period, the Title Company and so notifies Purchaser in writing the Title and Closing Agent (the “No Cure NoticeSurvey”). If the Survey reflects any encroachments, then in that event closure errors, or other material, adverse survey matters, Purchaser may elect in writing delivered shall deliver written objections to Seller within ten (10) days following delivery with respect to such matters prior to Closing along with a copy of the No Cure Notice to Survey (collectively, “Survey Objections”). Timely Survey Objections delivered by Purchaser to elect to either (1shall be treated in the same manner as Title Objections hereunder in accordance with the provisions of Paragraph 9(a) waive such Objections, orabove.

Title Commitment. Within five No later than ten (510) Business Days after days following the Effective Date, Seller shall request deliver to Purchaser a copy its most recent previously issued title policy covering the Property. Purchaser shall order the Title Commitment, at its sole cost and expense. The title insurance policy issued pursuant to the Title Commitment shall be issuable at the minimum promulgated rate allowed by applicable state law or if there is not a minimum promulgated rate at a negotiated rate which is competitive in the applicable local market. Purchaser shall have Ten (10) days from receipt of the Commitment to notify Seller in writing of any objections to the title. If the Title Commitment discloses exceptions to title other than the Permitted Title Exceptions or if Purchaser notifies Seller of any other objections to title, Seller shall have thirty (30) days from the date of delivery of the Title Commitment to Seller by Purchaser to have all unpermitted exceptions removed from the Title Company a title commitment for the Property (the "Seller's Title Commitment"), specifying Seller as the record owner Commitment and to provide evidence of the Property, showing Purchaser as the prospective named insured, in the amount of the Property Purchase Price, showing the status of title of the Property and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property) which would appear in the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to therein. Within five business days after receipt of the title commitment and related documents by Seller, Seller shall convey it such removal to Purchaser. If Seller fails to have all unpermitted exceptions removed within such thirty (30) day period, Purchaser may elect, on or before the Closing Date, to (i) terminate this Agreement, in which event the Deposit shall deliver be forthwith returned to Purchaser, or (ii) accept title subject only to those unpermitted exceptions that the Title Company has not removed with the further right with respect to each then unremoved unpermitted exception to deduct from the Purchase Price amounts secured by any unpermitted lien or encumbrance of a definite or ascertainable amount. If Purchaser fails to make such election, Purchaser shall be deemed to have elected to accept the property subject to the unpermitted exceptions. On the Closing Date, Purchaser shall, at Purchaser's sole cost and expense, cause the Title Insurer to issue an owner's title at closing insurance policy or prepaid commitment therefore (herein a "Title Policy") pursuant to and in accordance with the Title Commitment, insuring fee simple title to the Property in VAV, subject only to the "Permitted Exceptions,” Title Exceptions and such other exceptions as defined herein. Purchaser shall have a period (the "Review Period") ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last of (i) the Title Commitment; and may approve pursuant to clause (ii) trueabove or be deemed to have accepted, legible copies of together with all instruments referred to in the Title Commitment, in which to notify Seller of any objections Purchaser has to any matters shown or referred to in the Title Commitment (“Objection Notice”). Any exception to which Purchaser does not object shall be considered a "Permitted Exception". In the event Purchaser timely provides Seller an Objection Notice, Seller shall have the right, but not the obligation, at its sole cost, to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten (10) days following delivery of the Objection Notice (“Seller’s Cure Period”). In the event Seller is unable or unwilling to eliminate or modify such unacceptable exceptions or conditions to the satisfaction of Purchaser within Seller's Cure Period, and so notifies Purchaser in writing (the “No Cure Notice”), then in that event Purchaser may elect in writing delivered to Seller within ten (10) days following delivery of the No Cure Notice to Purchaser to elect to either (1) waive such Objections, orendorsements required hereby.

Title Commitment. Within five Seller has ordered and will deliver to Buyer on or before the date that is ten (510) Business Days days after the Effective Date, Seller shall request from the Title Company a title copy of a commitment for the Property title insurance (the "Seller's Title Commitment") covering the Property from Commonwealth Land Title Insurance Company (which company, in its capacity as title insurer hereunder, is herein called the "Title Company"), specifying Seller as together with copies of all exceptions to title referenced thereto, which Title Commitment shall be reissued in the record owner name of the PropertyBuyer with a policy amount equal to the Purchase Price. In addition, showing Purchaser as the prospective named insured, in the amount Seller has delivered to Buyer a current survey of the Property Purchase Pricedated October 8, showing 1997, prepared by Xxxxxxxx-Xxxxxxx & Associates, Inc., which survey shall be recertified to Buyer, Buyer's lender (if any) and Title Company ("Survey"). If Buyer shall fail to deliver written notice ("Title Objection Notice") setting forth those title and survey matters to which Buyer objects on or before the status date which is ten (10) days after the later of title Buyer's receipt of the Property Title Commitment and listing all the Survey (the "Title Review Period"), Buyer shall be deemed to have approved the exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens to title shown on the Title Commitment and other conditionsthe matters disclosed on the Survey. Approval by Buyer of any additional exceptions to title or survey matters disclosed after the end of the Title Review Period, if any, affecting shall be a condition precedent to Buyer's obligation to purchase the PropertyProperty (Buyer hereby agreeing that such approval shall not be unreasonably withheld). Unless Buyer gives written notice that it disapproves any such additional exceptions to title or survey matters, stating the exceptions so disapproved, on or before the sooner to occur of five (5) which would appear in the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to therein. Within five business days after receipt of written notice thereof or the Closing Date, Buyer shall be deemed to have approved said exceptions or survey matters. If for any reason, on or before the Closing Date Seller does not cause such exceptions to title commitment or survey matters which Buyer disapproves (to the extent Buyer is permitted hereunder to so disapprove) to be removed at no cost or expense to Buyer (Seller having the right but not the obligation to do so), the obligation of Seller to sell, and related documents Buyer to buy, the Property as herein provided shall terminate (and Seller and Buyer shall have no further obligations in connection herewith). Buyer shall have the option to waive the condition precedent set forth in this paragraph 4A(1) by notice to Seller. In the event of such waiver, Seller such condition shall convey it be deemed satisfied. All matters set forth on the Title Commitment which are not timely objected to Purchaser. Seller shall deliver to Purchaser title at closing subject only to by Buyer, are herein called the "Permitted Exceptions,” as defined herein". Purchaser The term "Permitted Exceptions" shall have a period (the "Review Period") ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last of additionally include (i) the Title Commitment; any title matters objected to by Buyer, which objections are subsequently waived in writing by Buyer, and (ii) trueany title matters objected to by Buyer, legible copies of all instruments referred which objections are cured to in the Title Commitment, in which to notify Seller of any objections Purchaser has to any matters shown or referred to in the Title Commitment Buyer's satisfaction. (“Objection Notice”2). Any exception to which Purchaser does not object shall be considered a "Permitted Exception". In the event Purchaser timely provides Seller an Objection Notice, Seller shall have the right, but not the obligation, at its sole cost, to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten (10) days following delivery of the Objection Notice (“Seller’s Cure Period”). In the event Seller is unable or unwilling to eliminate or modify such unacceptable exceptions or conditions to the satisfaction of Purchaser within Seller's Cure Period, and so notifies Purchaser in writing (the “No Cure Notice”), then in that event Purchaser may elect in writing delivered to Seller within ten (10) days following delivery of the No Cure Notice to Purchaser to elect to either (1) waive such Objections, or

Title Commitment. Within five (5) Business Days after the Effective Date, Purchaser shall facilitate without cost to Seller shall request from the Title Company delivery of a title commitment for the Property from Diversified National Title Agency, 000 X. Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxx XX 00000 (the "“Seller's ’s Title Commitment"”), specifying Seller as the record owner of the Property, showing Purchaser as the prospective named insured, in the amount of the Property Purchase Price, showing the status of title of the Property and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property) which would appear in the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to therein. Within five business days after receipt of the title commitment and related documents by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "“Permitted Exceptions,” as defined herein. Purchaser shall have a period (the "“Review Period"”) ending on the date which is fifteen the sooner of ten (1510) business days after the date on which Purchaser receives the last of (i) the Title Commitment; and (ii) true, legible copies of all instruments referred to in the Title Commitment, Commitment in which to notify Seller of any objections Purchaser has to any matters shown or referred to in the Title Commitment that, in Purchaser’s discretion, impair the marketability of title or adversely affect or limit the use of the property for its present intended use (“Objection Notice”). Any exception to which Purchaser does not object shall be considered a "“Permitted Exception"”. In the event Purchaser timely provides Seller an Objection Notice, Seller shall have the right, but not the obligation, at its sole cost, to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions thereof within ten five (105) days following delivery of the Objection Notice (“Seller’s Cure Period”). In the event Seller is unable or unwilling to eliminate or modify such unacceptable exceptions or conditions to the satisfaction of Purchaser within Seller's ’s Cure Period, and so notifies Purchaser in writing (the “No Cure Notice”), then in that event Purchaser may elect in writing delivered terminate this Contract by providing written notice to Seller within ten (10) days following delivery at any time at or prior to the expiration of the No Cure Notice Inspection Period, in which event this Contract shall terminate and the parties hereto shall have no further obligations one to the other. In the event Purchaser fails to elect timely terminate the Contract as aforesaid, Purchaser shall be deemed to either have elected to waive any such unacceptable conditions and exceptions and proceed to Closing. Seller shall have no obligation to remove or cure title objections, except for (1) waive such Objectionsliens of an ascertainable amount created by Seller (including any financing which encumbers the Property), orwhich liens Seller shall cause to be released at the Closing or affirmatively insured over by the Escrow Agent, as title insurer, (2) any exceptions or encumbrances to title which are created by Seller after the date of this Agreement without Purchaser’s consent, and (3) non-consensual liens not exceeding $25,000 in the aggregate, which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Escrow Agent as title insurer.

Title Commitment. Seller shall convey good and marketable fee simple title to the Property to Purchaser at Closing, subject only to the “Permitted Encumbrances” (defined below). Within five ten (510) Business Days after days following the Effective Date, Seller shall request from the Title Company obtain, at its sole cost and expense, and deliver to Purchaser, a title commitment for the Property (the "Seller's “Title Commitment"), specifying Seller as ”) for a standard form ALTA Owner's Policy of Title Insurance (the record owner of the Property, showing Purchaser as the prospective named insured, “Title Policy”) in the amount of the Property Purchase Price, showing issued by the status of title Escrow Agent on behalf of the Property Title Company, insuring good and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting marketable fee simple title to the Property) which would appear in the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to exceptions listed therein. Within five business days after receipt of the title commitment and related documents by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period ten (the "Review Period"10) ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last following its receipt of (i) the Title Commitment; and (ii) true, legible copies of all instruments referred exceptions listed therein and the “Survey” (defined below), to in deliver to Seller written notice of Purchaser’s objections to title (the “Title Commitment, in which to notify Seller of any objections Purchaser has to any matters shown or referred to in the Title Commitment (“Objection NoticeLetter”). Any exception to which Purchaser does not object shall be considered a "Permitted Exception". In the event Purchaser timely provides Seller an Objection Notice, Seller shall have the right, but not the obligation, at 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 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 the Title Objection Letter to Purchaser’s sole satisfaction (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 upon written notice to Seller and receive an immediate refund of the Exxxxxx Money, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, in which event neither party hereto shall have any further rights or obligations under this Agreement except for the Surviving Obligations. All exceptions set forth in Schedule B of the Title Commitment (excluding preprinted exceptions) 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 Title Commitment or Survey indicates the existence of any liens, encumbrances or other defects or exceptions (the “Unacceptable Encumbrances”) which were not shown in the initial Title Commitment or Survey and that are unacceptable to Purchaser, in its sole costdiscretion, Purchaser shall within five (5) days after receipt of any such update to the Title Commitment or Survey notify Seller in writing of its objection to any such Unacceptable Encumbrance (the “Unacceptable Encumbrance Notice”). Notwithstanding anything to the contrary contained herein, Seller shall have no obligation to take any steps or bring any action or proceeding or otherwise to incur any expense whatsoever to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten (10) days following delivery any of the Objection Notice Unacceptable Encumbrances; provided, however, that Seller shall, prior to Closing, eliminate by paying, bonding around or otherwise discharging in a manner satisfactory to Purchaser (i) any Unacceptable 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 (“Seller’s Cure PeriodMonetary Liens”). In the event Seller is unable unable, unwilling or unwilling for any reason fails to eliminate or modify such unacceptable exceptions or conditions all of the Unacceptable Encumbrances to the sole satisfaction of Purchaser within Seller's Cure Period(other than the Unacceptable Encumbrances and Monetary Liens required to be removed by Seller in accordance with the preceding sentence), and so notifies Purchaser may terminate this Agreement by delivering notice thereof in writing (the “No Cure Notice”), then in that event Purchaser may elect in writing delivered to Seller within 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 following delivery after the Unacceptable Encumbrance Notice, in the event Seller does not timely respond thereto. Upon a termination of this Agreement pursuant to the No Cure Notice immediately preceding sentence, the Exxxxxx Money shall be returned to Purchaser to elect to either (1) waive such ObjectionsPurchaser, orwithout the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, and neither party shall have any further rights or obligations hereunder other than the Surviving Obligations.

Title Commitment. Within Immediately following the execution and delivery of this Agreement by all parties hereto (the "Effective Date"), Purchaser shall order commitments for title insurance, including legible copies of all exceptions and ALTA/ASCM surveys for each parcel (the "Title Commitment") to be underwritten by a reputable title company selected by Purchaser (the "Title Company") and shall cause a copy thereof to be delivered to be simultaneously delivered to Seller's counsel. Purchaser agrees to take title to the Property subject to those exceptions set forth on Exhibit "F" annexed hereto and the standard printed title exceptions (collectively, the "Permitted Exceptions"), provided, however, that such standard printed exceptions shall not require Purchaser to take title subject to unrecorded easements of which Seller has knowledge or mechanics liens; and provided, further that Purchaser shall take title subject to (i) any facts an accurate survey of the parcels may reveal provided such facts do not render title uninsurable, (ii) the lien of real estate taxes not yet due and payable and (iii) rights of tenant as tenants only. In the event the Title Company shall report to Purchaser any objection to title other than the Permitted Exceptions which renders title uninsurable at standard rates, Purchaser shall notify Seller of any such objection ("Purchaser's Objection") no later than five (5) Business Days after the Effective Date, Seller shall request from the Title Company a title commitment for the Property (the "Seller's Title Commitment"), specifying Seller as the record owner of the Property, showing Purchaser as the prospective named insured, in the amount of the Property Purchase Price, showing the status of title of the Property and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property) which would appear in the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to therein. Within five business days after receipt of the title commitment and related documents by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period (the "Review Period") ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last each of (i) the Title Commitment; and (ii) true, legible copies of all instruments referred to in the Title Commitment, in which to notify Seller of any objections Purchaser has to any matters shown or referred to in the Title Commitment (“Objection Notice”)Commitments. Any exception to which Purchaser does not object shall be considered a "Permitted Exception". In the event Purchaser timely provides Seller an Objection Notice, Seller shall have the right, but not the obligation, at its sole costto cure Purchaser's Objection, and Seller shall have the right to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent adjourn the Closing Date for up to eliminate or modify such unacceptable exceptions or conditions within ten thirty (1030) days following delivery of the Objection Notice (“Seller’s Cure Period”)to cure Purchaser's objections. In the event Seller is unwilling or unable or unwilling to eliminate or modify such unacceptable exceptions or conditions to the satisfaction of cure Purchaser's Objection, Seller shall so notify Purchaser within Seller's Cure Period, and so notifies Purchaser in writing (the “No Cure Notice”), then in that event Purchaser may elect in writing delivered to Seller within ten (10) business days following delivery after receipt of Purchaser's notice (the "Seller's Response Period"), and within five (5) business days after receipt of Seller's notice (the "Purchaser's Response Period"), Purchaser shall either (i) accept title in its current condition without any adjustment in the Purchase Price in which event Purchaser's Objection shall be deemed to have been waived for all purposes, or (ii) terminate this Agreement by written notice to Seller and the Escrow Agent, in which event the Deposit shall be paid to Purchaser and this Agreement shall be of no further force and effect, except for those provisions expressly set forth herein to survive. If Seller fails to give Purchaser notice within Seller's Response Period that it will cure Purchaser's Objection as aforesaid, Seller shall be deemed to have elected not to cure Purchaser's Objection. If Purchaser fails to terminate this Agreement by written notice to Seller and the Escrow Agent within Purchaser's Response Period (or within five (5) business days after the date Seller shall be deemed to have elected not to cure Purchaser's Objection), Purchaser shall be deemed to have elected to accept title in its current condition without any adjustment in the Purchase Price, and Purchaser's Objection shall be deemed to have been waived for all purposes. In the event the Title Company should issue any revisions to the Title Commitments (including, but not limited to, updates of existing surveys), which revisions reveal for the first time any new encumbrance or other title defect affecting the Property first arising after May 1, 2001 and which was not previously identified on an earlier Title Commitment, the procedure set forth above with regard to Seller's Response Period, Purchaser's Response Period and Seller's right to adjourn the Closing Date shall again apply with respect to such new encumbrance, except that Purchaser shall be deemed to have waived its right to object to such new encumbrance unless Purchaser objects to Seller in writing within five (5) business days from the issuance of any such revision. Seller shall not, during the term of this Agreement, cause or allow any part of the No Cure Notice Property to Purchaser to elect to either (1) waive such Objectionsbe conveyed or encumbered by acts of Seller. Notwithstanding the foregoing, orSeller shall satisfy at or before Closing any monetary liens, judgments or encumbrances affecting the Property, except those arising under the Loan Documents, of a fixed or ascertainable amount first arising after the date hereof.

Title Commitment. Within five ten (510) Business Days after the Effective Date, Purchaser shall facilitate without cost to Seller shall request from the Title Company delivery of a title commitment for the Property from Chicago Title Insurance Company (the "SellerTitle Company") (the "Buyer's Title Commitment"), specifying Seller as the record owner of the Property, showing Purchaser as the prospective named insured, in the amount of the Property Purchase Price, showing the status of title of the Property and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property) which would appear in the Owner’s 's Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to therein. Within five business days after receipt of the title commitment and related documents by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” " as defined herein. Purchaser shall have a period (the "Review Period") ending on the date which is fifteen ten (1510) business days after the date on which Purchaser receives the last of (i) the Title Commitment; and (ii) true, legible copies of all instruments referred to in the Title Commitment, Commitment (but in no event more than thirty (30) days after the Effective Date) in which to notify Seller of any objections Purchaser has to any matters shown or referred to in the Title Commitment that impair the marketability of title or adversely affect or limit the use of the property for its present intended use (“"Objection Notice”"). Any exception to which Purchaser does not object shall be considered a "Permitted Exception". In the event Purchaser timely provides Seller an Objection Notice, Seller shall have the right, but not the obligation, at its sole cost, to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions thereof within ten five (105) days following delivery of the Objection Notice (“"Seller’s 's Cure Period”"). In the event Seller is unable or unwilling to eliminate or modify such unacceptable exceptions or conditions to the satisfaction of Purchaser within Seller's Cure Period, and so notifies Purchaser in writing (the “No Cure Notice”), then in that event Purchaser may elect in writing delivered terminate this Contract by providing written notice to Seller within ten (10) days following delivery at any time at or prior to the expiration of the No Cure Notice Inspection Period, in which event this Contract shall terminate, the Property Xxxxxxx Money shall be returned to Purchaser, and the parties hereto shall have no further obligations one to the other. In the event Purchaser fails to elect timely terminate the Contract as aforesaid, Purchaser shall be deemed to either have elected to waive any such unacceptable conditions and exceptions and proceed to Closing. Seller shall have no obligation to remove or cure title objections, except for (1I) waive such Objectionsliens of an ascertainable amount created by Seller (including any financing which encumbers the Property), orwhich liens Seller shall cause to be released at the Closing or affirmatively insured over by Purchaser's title company, as title insurer, (2) any exceptions or encumbrances to title which are created by Seller after the date of this Agreement without Purchaser's consent, and (3) non-consensual liens not exceeding $25,000 in the aggregate, which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Escrow Agent as title insurer.

Title Commitment. Within five Seller shall cause to be furnished to Purchaser within fifteen (515) Business Days days after the Effective Datedate of this Agreement, Seller shall request from the Title Company at Seller’s sole cost and expense, a current title commitment for the Property (the "Seller's “Title Commitment"”) issued by Xxxxxxx Title Guaranty Company—Commercial Division, 0000 Xxxx Xxx Xxxxxxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000, or such other nationally recognized title insurance company reasonably acceptable to both parties (the “Title Company”), specifying Seller as together with legible copies of all exceptions to title referenced therein. The Title Commitment shall set forth the record owner state of title to the Real Property, showing Purchaser as the prospective named insured, in the amount of the Property Purchase Price, showing the status of title of the Property and listing together with all exceptions (or conditions to such title, including, but not limited towithout limitation, all easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and all other conditions, if any, encumbrances affecting the Property) Real Property which would appear in an owners’ title policy, if issued. The Title Commitment shall contain the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to therein. Within five business days after receipt express commitment of the Title Company to issue an owners, title commitment policy (the “Title Policy”) to Purchaser in an amount equal to that portion of the Purchase Price allocated to the Real Property as improved, insuring good, indefeasible fee simple (full ownership) title to the Real Property. The Title Commitment shall provide that the Title Policy when issued shall have all Standard and related documents by SellerGeneral Exceptions deleted so as to afford full “extended form coverage,” except for the standard exception as to taxes which shall be limited to taxes for the current and subsequent years “not yet due and payable,” and shall contain such endorsements or other affirmative coverage that the Purchaser reasonably require. At Closing, the Seller shall convey it cause the Title Commitment to Purchaser. Seller be later-dated and the so-called “gap” exception to be deleted to cover the Closing and the recording of the deeds to be delivered at Closing and shall cause the Title Company to deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period (the "Review Period") ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last of (i) the Title Commitment; and (ii) true, legible copies of all instruments referred to in the Title Commitment, in which to notify Seller of any objections Purchaser has to any matters shown or referred to in the marked Title Commitment (“Objection Notice”)or pro forma Title Policy, with endorsements, as directed by Purchaser. Any exception to which Purchaser does not object The Title Policy shall be considered a "show that the Real Property is free from all Liens, liabilities and defects in title other than the Permitted Exception"Encumbrances. In the event Purchaser timely provides Seller requests, and at Purchaser’s expense, the Title Company shall issue a mortgage title policy in an Objection Noticeamount up to the Purchase Price which is allocated to the Real Property as improved, at simultaneous issue rates. Seller shall have execute such certificates and affidavits as may be reasonably required in connection with the right, but not the obligation, at its sole cost, to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten (10) days following delivery issuance of the Objection Notice (“Seller’s Cure Period”). In the event Seller is unable or unwilling to eliminate or modify such unacceptable exceptions or conditions to the satisfaction of Purchaser within Seller's Cure Period, Title Policy and so notifies Purchaser in writing (the “No Cure Notice”), then in that event Purchaser may elect in writing delivered to Seller within ten (10) days following delivery of the No Cure Notice to Purchaser to elect to either (1) waive such Objections, orany endorsements.

Title Commitment. Within five (5) Business Days days after the Effective Dateexecution of this Agreement, Seller Buyer shall request from order commitments for owner’s policies of title insurance (the “Title Commitment”) issued by the Title Company a Insurer covering fee simple title commitment for the Property (the "Seller's Title Commitment"), specifying Seller as the record owner of to the Property, showing Purchaser as in which the prospective named insuredTitle Insurer shall agree to insure, in such amount as Buyer deems adequate, merchantable title to such interests free from the amount of the Property Purchase Price, showing the status of title of the Property and listing all Schedule B standard printed exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property) which would appear in the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to therein. Within five business days after receipt of the title commitment and related documents by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” extent Buyer complies with the necessary requirements to remove them such as defined herein. Purchaser shall have a period (the "Review Period"obtaining an appropriate ALTA survey) ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last of and all other exceptions except for (i) the Title Commitment; exceptions which, under applicable state rules and regulations, cannot be deleted or modified and (ii) truePermitted Exceptions, with such endorsements as Buyer shall reasonably require and with insurance coverage over any “gap” period. Such Title Commitments shall have attached thereto complete, legible copies of all instruments noted as exceptions therein, and shall be delivered promptly to Buyer upon receipt by Seller. Buyer shall furnish Seller with a copy of the title commitment and attachments, and all subsequent revisions thereof, promptly upon receipt of same. Seller will provide Buyer with copies of any existing boundary surveys for the Property. Buyer may order one or more boundary surveys for the Property (the “Survey”) prepared by a registered land surveyor or surveyors satisfactory to Buyer. If (i) any update to the Title Commitments reflect any exceptions to title other than Permitted Liens which are not acceptable to Buyer in Buyer’s sole discretion, or (ii) the Survey to be obtained by Buyer pursuant to this Section discloses anything not acceptable to Buyer in Buyer’s sole discretion, or (iii) at any time prior to the Closing, title to Seller’s interests in the Property is encumbered by any exception to title other than Permitted Liens, which was not on the initial Title Commitment for the Property and is not acceptable to Buyer in Buyer’s sole discretion (any such exception or unacceptable statement of fact being referred to herein as a “Title Defect”), then Buyer shall, on or before the earlier of five (5) days before the end of the Due Diligence Period or ten (10) days following receipt of such Title Commitment, as the case may be, give Seller written notice of such Title Defect (the “Title Notice”). Such Title Notice shall include a copy of the relevant Title Commitment and copies of the exceptions. Any exception to title that is (x) disclosed in the Title Commitment, or (y) identified on a Survey, which, in which to notify Seller of any objections Purchaser has to any matters shown or referred to either case, is not identified as a Title Defect in the Title Commitment (“Objection Notice”). Any exception to which Purchaser does not object , shall be considered deemed to be a "“Permitted Exception"” for purposes of this Agreement. In the event Purchaser timely provides Seller an Objection Noticeshall, Seller shall have the right, but not the obligation, at its sole cost, to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten (10) days following delivery after receipt of any such Title Notice, notify Buyer whether Seller will take the action necessary to remove the Title Defects. On or before the Closing, Seller shall provide Buyer with reasonable evidence of removal of the Objection Notice items it notifies Buyer that it will cure (the “Seller’s Cure PeriodAgreed Upon Title Defects”). In the event Seller is unable or unwilling to eliminate or modify such unacceptable exceptions or conditions Notwithstanding anything contained herein to the satisfaction of Purchaser within Seller's Cure Periodcontrary, and so notifies Purchaser in writing the following items (the “No Required Cure NoticeItems”), then in that event Purchaser may elect in writing delivered ) must be cured prior to or at Closing (with Seller within ten (10) days following delivery having the right to apply the portion of the No Cure Notice to Purchaser to elect Purchase Price allocated to either such party pursuant to Section 2.3 hereof, or a portion thereof, for such purpose): (1w) waive such Objectionsall mechanics’, ormaterialmen’s, repairmen’s, contractors’ or other similar Liens which encumber the Property as of the Effective Date created by, through or under Seller or which may be filed against the Property after the Effective Date created by, through or under Seller and on or prior to the Closing Date (x) all mortgages, security deeds, and other security instruments, (y) all Taxes due and payable, and (z) all judgments against the Seller which may constitute a Lien.

Title Commitment. Within five (5) Business Days after Buyer, at Buyer’s cost, shall have the Effective Date, Seller shall request from the right to obtain an ALTA Form B Owner's Title Company a title commitment for Insurance Commitment covering the Property (issued by a reputable title insurance company pursuant to which the "Sellertitle company agrees to issue to Buyer, at Closing, an owner's Title Commitment"), specifying Seller as the record owner policy of the Property, showing Purchaser as the prospective named insured, title insurance in the amount of the Property Purchase Price, showing consistent with the Commitment. If Buyer shall have any objection(s) with respect to the status of title to the Property as reflected in the Commitment which render title unmarketable or which would interfere with Buyer’s intended use of the Property and listing all exceptions Property, Buyer must notify Seller of such objections on or before thirty (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting 30) days from the Property) which would appear in the Owner’s Policy Effective Date of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to therein. Within five business days after receipt of the title commitment and related documents by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period this Contract (the "Review Period") ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last of (i) the Buyer’s Title Commitment; and (ii) true, legible copies of all instruments referred to in the Title Commitment, in which to notify Seller of any objections Purchaser has to any matters shown or referred to in the Title Commitment (“Objection Notice”"). Any exception matters shown in the Commitment to which Purchaser Buyer does not object timely object, except as otherwise provided herein, shall be considered a deemed "Permitted ExceptionEncumbrances". In the event Purchaser the Commitment reflects any defect or title condition to which Buyer timely provides Seller an Objection Noticeobjects, then Seller shall have be required to use its commercially reasonable efforts to cause all such defects and title conditions to be cured no later than the right, but not the obligation, at its sole cost, to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten date which is sixty (1060) days following delivery receipt of the Buyer's Title Objection Notice (“"Seller’s 's Title Cure Period”"), it being understood that Seller shall not be obligated to institute litigation in connection with same. In the event Seller is unable or unwilling to eliminate or modify such unacceptable exceptions or conditions Notwithstanding anything to the satisfaction of Purchaser within contrary contained in this Contract, Buyer need not object to and Seller shall, on or before the Closing Date, remove or satisfy (1) judgments against Seller's Cure Period, and so notifies Purchaser in writing (2) other monetary liens (including any mortgages, deeds of trust, mechanic’s, materialmen’s or vendor’s liens with respect to the Property and any real estate tax liens (including improvement district and special taxing district liens) other than liens for ad valorem taxes and assessments not yet due and payable (collectively, “No Cure NoticeMonetary Liens”), then in that event Purchaser may elect in writing delivered to Seller within ten (10) days following delivery none of the No Cure Notice to Purchaser to elect to either (1) waive such Objections, orwhich shall be deemed Permitted Encumbrances.

Title Commitment. Seller shall convey good and indefeasible title to the Property to Purchaser at Closing, subject only to the “Permitted Encumbrances” (defined below). Within five three (53) Business Days after business days following the Effective Date, Seller shall request from the Title Company order a current title commitment for with an effective date after the Property (the "Seller's Title Commitment"), specifying Seller as the record owner Effective Date of the Property, showing Purchaser as the prospective named insuredthis Agreement, in the amount of the Property Purchase PricePrice with Purchaser as the proposed insured, showing the status and true, complete and legible copies of title all documents of the Property and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property) which would appear record referred to in the title commitment (the “Title Commitment”) for a Texas Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to therein. Within five business days after receipt Insurance issued by the Escrow Agent on behalf of the Title Company, in the amount of the Purchase Price, insuring good and indefeasible fee simple title commitment and related documents by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing the Property subject only to the "Permitted Exceptions,” as defined hereinEncumbrances (the “Title Policy”). Purchaser shall have a period (the "Review Period") ending on the date which is fifteen (15) business days after the date on which Purchaser receives following its receipt of the last of (i) the Title Commitment; and (ii) true, legible copies of all instruments referred to in the Title Commitment, in which copies of all documents of record listed therein and the “Survey” (defined below), to notify deliver to Seller written notice of Purchaser’s objections to survey, title and any objections Purchaser has to any matters shown or referred to in uniform commercial code searches performed on the Seller (the “Title Commitment (“Objection NoticeLetter”). Any exception to which Purchaser does not object shall be considered a "Permitted Exception". In the event Purchaser timely provides Seller an Objection Notice, Seller shall have the right, but not the obligation, to cure Purchaser’s objections to title; provided however, and notwithstanding anything to the contrary, whether or not Purchaser objects to any title or survey matters, Seller shall have the absolute obligation to remove all “Monetary Liens” (as defined below) prior to or at its sole cost, to eliminate or modify such unacceptable exceptions or conditions and Closing. Seller shall give notify Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions in writing within ten (10) days following delivery Seller’s receipt of the Title Objection Notice 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 the Title Objection Letter to Purchaser’s reasonable satisfaction (or does not respond to the Title Objection Letter within such ten (10) day period), then Purchaser shall have the right for fifteen (15) days after receipt of Seller’s response to the Title Objection Letter (or fifteen (15) 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 accordance with the terms of this Agreement (in which event such waived title objection shall be deemed to be a “Permitted Encumbrance”, as defined below); provided, however that such election shall have no effect on Seller’s obligation to cure all Monetary Liens, or (ii) terminate this Agreement upon written notice to Seller and receive a refund of the Xxxxxxx Money, in which event neither party hereto shall have any further rights or obligations under this Agreement except for the Surviving Obligations (in the event Purchaser fails to terminate this Agreement within said 15 day period, Purchaser shall be deemed to have waived any such title objection in accordance with (i) of this sentence). Except for Monetary Liens, 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 or deemed waived) are herein collectively called the “Permitted Encumbrances”. In the event that any update to the Title Commitment or Survey indicates the existence of any liens, encumbrances or other defects or exceptions (the “Unacceptable Encumbrances”) which were not shown in the initial Title Commitment or Survey or UCC searches and that are unacceptable to Purchaser in Purchaser’s sole and absolute discretion, Purchaser shall within fifteen (15) days after receipt of any such update to the Title Commitment or Survey or UCC searches notify Seller in writing of its objection to any such Unacceptable Encumbrance (the “Unacceptable Encumbrance Notice”). Except for Monetary Liens, Seller shall have no obligation to take any steps or bring any action or proceeding or otherwise to incur any expense whatsoever to eliminate or modify any of the Unacceptable Encumbrances; provided, however, and notwithstanding anything to the contrary, Seller shall, prior to Closing, eliminate by paying, bonding around or otherwise discharging in a manner satisfactory to Purchaser and the Title Company (i) any Unacceptable Encumbrances that arise by, through or under Seller, and (ii) any mortgages, deeds of trust, deeds to secure debt, tax liens, mechanics’ liens or judgments that appear on the Title Commitment (“Seller’s Cure PeriodMonetary Liens”). In the event Seller is unable unable, unwilling or unwilling for any reason fails to eliminate or modify such unacceptable exceptions or conditions all of the Unacceptable Encumbrances to the reasonable satisfaction of Purchaser within (other than the Unacceptable Encumbrances and Monetary Liens required to be removed by Seller in accordance with 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) fifteen (15) days after Purchaser’s receipt of Seller's Cure Period’s written notice to Purchaser of Seller’s intent to not cure one or more of such Unacceptable Encumbrances, or (iii) fifteen (15) days after the Unacceptable Encumbrance Notice, in the event Seller does not timely respond thereto. Upon a termination of this Agreement pursuant to the immediately preceding sentence, the Xxxxxxx Money shall be returned to Purchaser, and so notifies Purchaser in writing (neither party shall have any further rights or obligations hereunder other than the “No Cure Notice”), then in that event Purchaser may elect in writing delivered to Seller within ten (10) days following delivery of the No Cure Notice to Purchaser to elect to either (1) waive such Objections, orSurviving Obligations.

Title Commitment. Within five (5a) Business Days after the Effective Date, Seller shall request from the Title Company a title commitment for the Property (the "Seller's Title Commitment"), specifying Seller as the record owner of the Property, showing Purchaser as the prospective named insured, in the amount of the Property Purchase Price, showing the status of title of the Property and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property) which would appear in the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to therein. Within five business days after receipt of the title commitment and related documents by Seller, Seller shall convey it good and indefeasible title to Purchaser. Seller shall deliver the Property to Purchaser title at closing Closing, subject only to the "Permitted Exceptions,” Encumbrances (as defined hereinbelow). During the Inspection Period, Purchaser shall request and obtain from Title Company a commitment for a standard Owner's Policy of Title Insurance issued by Title Company (the “Title Commitment”), insuring good and indefeasible fee simple title to the Land, together with copies of all exceptions listed therein. Purchaser shall have a period until the end of the Inspection Period to deliver to Seller written notice of Purchaser’s objections to title (the "Review Period") ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last of (i) the “Title Commitment; and (ii) true, legible copies of all instruments referred to in the Title Commitment, in which to notify Seller of any objections Purchaser has to any matters shown or referred to in the Title Commitment (“Objection NoticeLetter”). Any exception to which Purchaser does not object shall be considered a "Permitted Exception". In the event Purchaser timely provides Seller an Objection Notice, Seller shall have the right, but not the obligation, at its sole costto cure Purchaser’s objections to title; subject, however, to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent obligation (hereby confirmed) to eliminate remove all Mortgages and Monetary Liens (each as defined below) by Closing, as further described in Section 4.1.3(b) below, whether or modify such unacceptable exceptions or conditions not Purchaser objects thereto. Seller shall notify Purchaser in writing within ten five (105) days following delivery Seller’s receipt of the Title Objection Notice (“Seller’s Cure Period”)Letter concerning which title objections, if any, Seller has agreed to cure. In the event that Seller is unable does not undertake to cure all of the objections in the Title Objection Letter to Purchaser’s reasonable satisfaction (or unwilling to eliminate or modify such unacceptable exceptions or conditions does not timely respond to the satisfaction of Purchaser within Seller's Cure Period, and so notifies Purchaser in writing (the “No Cure Notice”Title Objection Letter), then in that event Purchaser may elect in writing delivered shall have the right for five (5) days after receipt of Seller’s response to Seller within ten the Title Objection Letter (10or five (5) days following delivery the expiration of the No Cure Notice period within which Seller was to Purchaser to elect so respond) to either (1i) waive any such Objectionstitle objection in writing and proceed to Closing (in which event such waived title objection shall be deemed to be Permitted Encumbrance), oror (ii) terminate this Agreement, in which event the Exxxxxx Money shall be delivered to Purchaser upon written notice to Seller and Escrow Agent, and neither party shall have any further obligation hereunder except for the Surviving Obligations. 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) are herein collectively called the “Permitted Encumbrances”.

Title Commitment. Within five ten (510) Business Days business days after the Effective Date, Seller Seller, at its expense, shall request from the Title Company obtain a title commitment for the Property (the "Sellerissuance of an ALTA Form B owner's Title Commitment"), specifying Seller as the record owner policy of the Property, showing Purchaser as the prospective named insured, title insurance in the amount of the Property Purchase Price, showing the status of title of the Property and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property) which would appear in the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to therein. Within five business days after receipt of the title commitment and related documents by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period Price (the "Review Period") ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last of (i) “Commitment”), issued by the Title Commitment; and (ii) trueCompany. Purchaser, legible copies of all instruments referred to in the Title Commitment, in which to notify Seller of any objections Purchaser has to any matters shown or referred to in the Title Commitment (“Objection Notice”). Any exception to which Purchaser does not object shall be considered a "Permitted Exception". In the event Purchaser timely provides Seller an Objection Notice, Seller shall have the right, but not the obligation, at its sole cost, to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten (10) days following delivery the date on which Purchaser received the Commitment (the “Title Review Period”), shall deliver to Seller written notice of Purchaser's bona fide objections if any, to the Objection Notice Commitment (the “Seller’s Cure PeriodTitle Objections”). In no event shall any Permitted Exception constitute a Title Objection. If Purchaser fails to deliver such written notice or objection to Seller within the event Seller is unable or unwilling Title Review Period, Purchaser shall be deemed to eliminate or modify such unacceptable exceptions or conditions have waived its right to object to the satisfaction of Commitment, and all exceptions therein shall thereafter be deemed “Permitted Exceptions.” If Purchaser shall deliver such Title Objections, Seller shall notify Purchaser within Sellerfive (5) business days following the date of Purchaser's Cure Periodnotice of such Title Objections that either (i) the Title Objections have been, or will be at or prior to Closing, cured and removed from the Commitment, and so notifies in such event, if reasonably required to allow the parties to prepare for Closing, the Closing Date shall be deferred to a date mutually agreed upon by the parties or (ii) Seller has failed to arrange to have the Title Objections cured and removed. If Seller does not notify Purchaser in writing that it has arranged to have the Title Objections cured and removed within said five (the “No Cure Notice”)5) business day period, then in that event Purchaser may elect either (A) to terminate this Agreement, in writing delivered which event the Exxxxxx Money shall be returned to Seller Purchaser as Purchaser's sole remedy hereunder; or (B) to take title as it then is, which election must be made within ten five (105) days following delivery expiration of the No Cure Notice to said five (5) business day period. If Purchaser to does not elect to either so terminate this Agreement, then: (1) waive such ObjectionsPurchaser shall be deemed to have agreed to accept title as it then is without any reduction in the Purchase Price; (2) all Title Objections not removed from the Commitment will thenceforth be deemed Permitted Exceptions; (3) this Agreement shall remain in full force and effect; and (4) if reasonably required to allow the parties to prepare for Closing, orthe Closing Date shall be deferred to a date mutually agreed upon by the parties. Anything to the contrary in this Agreement notwithstanding, Seller shall have no affirmative obligation hereunder to expend any funds or incur any liabilities in order to cause any title exceptions to be removed from the Commitment or insured over except that Seller shall pay or discharge any lien or encumbrance arising after the date hereof and voluntarily created or assumed by Seller and not created by or resulting from the acts of Purchaser or other parties not related to Seller. On the Closing Date, the Title Company, at Seller's expense, shall issue an owner's title insurance policy insuring fee simple title in Purchaser as of the Closing Date, in accordance with the Commitment. Prior to the Effective Date, Seller has provided Purchaser with a copy of the Mortgagee Policy of Title Insurance No. FA-36-775175 issued by First American Title Insurance Company, including all endorsements thereto (“Seller's Title Evidence”). The parties acknowledge and agree that, notwithstanding anything contained herein to the contrary, any matters shown in the Seller's Title Evidence (other than the mortgage insured therein, which shall be released at or prior to Closing) are deemed to be Permitted Exceptions as if set forth on Schedule A annexed hereto, and Purchaser shall have the right to make Title Objections solely in connection with those matters shown in Purchaser's Commitment that are not shown in Seller's Title Evidence or Schedule A.

Title Commitment. Within five Buyer, at its cost and expense, shall obtain and cause a copy to be furnished to Seller of a current title commitment (5the “Title Commitment”) Business Days after the Effective Date, Seller shall request from the Title Company issued by a title commitment for the Property insurance company selected by Buyer and reasonably acceptable to Seller (the "Seller's “Title Commitment"Company”), specifying Seller as together with legible copies of all exceptions to title referenced therein. The Title Commitment shall set forth the record owner state of title to the Real Property, showing Purchaser as the prospective named insured, in the amount of the Property Purchase Price, showing the status of title of the Property and listing together with all exceptions (includingor conditions to such title, but not limited to, including all easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and all other conditions, if any, encumbrances affecting the Property) Real Property which would appear in an owner’s or leasehold title policy, if issued. The Title Commitment shall contain the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to therein. Within five business days after receipt express commitment of the Title Company to issue one or more owners’ or leasehold title commitment and related documents by Sellerpolicies (collectively, Seller shall convey it the “Title Policy”) to Purchaser. Seller shall deliver to Purchaser title at closing subject only Buyer in an amount equal to the "Permitted Exceptions,” amount of purchase price as defined herein. Purchaser shall have a period (allocated per Section 2.3 of the "Review Period") ending on Real Property insuring such title to the date which Real Property as is fifteen (15) business days after the date on which Purchaser receives the last of (i) the Title Commitment; and (ii) true, legible copies of all instruments referred to specified in the Title Commitment, in . Buyer will have five (5) days from the date Buyer receives the Title Commitment and Survey (as defined below) within which to cause the Title Commitment and the Survey to be examined and to notify Seller in writing of any material objections Purchaser has to any matters shown or referred to in Seller’s title reflected by the Title Commitment and the Survey (“Objection NoticeBuyer’s Objection”). Any exception to which Purchaser does not object shall be considered a "Permitted Exception". In the event Purchaser timely provides Seller an Objection Notice, Seller shall have five (5) days from receipt of Buyer’s written objections to cure the rightmaterial defects set forth therein, but not the obligation, at its sole cost, and to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser provide Buyer with written notice of Seller’s intent action to eliminate or modify remedy such unacceptable exceptions or conditions within ten (10) days following delivery of the Objection Notice objection. (“Seller’s Cure PeriodResponse”). In the event If Seller is unable or unwilling to eliminate or modify does not timely cure and provide such unacceptable exceptions or conditions notice, Buyer may, within three days thereafter either (a) accept title to the satisfaction of Purchaser within Real Estate as provided, or (b) terminate the Agreement in written notice to Seller's Cure Period, and so notifies Purchaser in writing (the “No Cure Notice”), then in that event Purchaser may elect in writing delivered . If Buyer does not deliver to Seller written notice of termination within ten (10) days following delivery such day three day period, Buyer will be deemed to have accepted title to the Real Estate as shown in the Title Commitment without reduction of Purchase Price. At Closing, an authorized agent of the No Cure Notice Title Company shall down-date and initial the Title Commitment to Purchaser reflect the condition of title of the Real Property must be consistent with the Title Commitment as modified to elect to either (1) waive such Objections, ordelete Buyer’s objections therefrom.

Title Commitment. Seller shall convey good and marketable fee simple title to the Property to Purchaser at Closing, subject only to the “Permitted Encumbrances” (defined below). Within five (5) Business Days after days following the Effective Date, Seller shall request from the Title Company obtain, at its sole cost and expense, and deliver to Purchaser, a title commitment for the Property (the "Seller's “Title Commitment"), specifying Seller as ”) for a standard form ALTA Owner’s Policy of Title Insurance (the record owner of the Property, showing Purchaser as the prospective named insured, “Title Policy”) in the amount of the Property Purchase Price, showing issued by the status of title Escrow Agent on behalf of the Property Title Company, insuring good and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting marketable fee simple title to the Property) which would appear in the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to exceptions listed therein. Within five business days after receipt of the title commitment and related documents by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period ten (the "Review Period"10) ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last following its receipt of (i) the Title Commitment; and (ii) true, legible copies of all instruments referred exceptions listed therein and the “Survey” (defined below), to in deliver to Seller written notice of Purchaser’s objections to title (the “Title Commitment, in which to notify Seller of any objections Purchaser has to any matters shown or referred to in the Title Commitment (“Objection NoticeLetter”). Any exception to which Purchaser does not object shall be considered a "Permitted Exception". In the event Purchaser timely provides Seller an Objection Notice, Seller shall have the right, but not the obligation, at 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 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 the Title Objection Letter to Purchaser’s sole satisfaction (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 upon written notice to Seller and receive an immediate refund of the Xxxxxxx Money, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, in which event neither party hereto shall have any further rights or obligations under this Agreement except for the Surviving Obligations. All exceptions set forth in Schedule B of the Title Commitment (excluding preprinted exceptions) 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 Title Commitment or Survey indicates the existence of any liens, encumbrances or other defects or exceptions (the “Unacceptable Encumbrances”) which were not shown in the initial Title Commitment or Survey and that are unacceptable to Purchaser, in its sole costdiscretion, Purchaser shall within five (5) days after receipt of any such update to the Title Commitment or Survey notify Seller in writing of its objection to any such Unacceptable Encumbrance (the “Unacceptable Encumbrance Notice”). Notwithstanding anything to the contrary contained herein, Seller shall have no obligation to take any steps or bring any action or proceeding or otherwise to incur any expense whatsoever to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten (10) days following delivery any of the Objection Notice Unacceptable Encumbrances; provided, however, that Seller shall, prior to Closing, eliminate by paying, bonding around or otherwise discharging in a manner satisfactory to Purchaser (i) any Unacceptable Encumbrances that arise by, through or under Seller, (ii) any mortgages, deeds of trust, deeds to secure debt, mechanics’ liens or monetary judgments that appear on the Title Commitment, and (iii) any liens or notices of violation issued by a governmental entity which could, if not cured, become a lien against the Property (“Seller’s Cure PeriodMonetary Liens”). In the event Seller is unable unable, unwilling or unwilling for any reason fails to eliminate or modify such unacceptable exceptions or conditions all of the Unacceptable Encumbrances to the sole satisfaction of Purchaser within Seller's Cure Period(other than the Unacceptable Encumbrances and Monetary Liens required to be removed by Seller in accordance with the preceding sentence), and so notifies Purchaser may terminate this Agreement by delivering notice thereof in writing (the “No Cure Notice”), then in that event Purchaser may elect in writing delivered to Seller within 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 following delivery after the Unacceptable Encumbrance Notice, in the event Seller does not timely respond thereto. Upon a termination of this Agreement pursuant to the No Cure Notice immediately preceding sentence, the Xxxxxxx Money shall be returned to Purchaser to elect to either (1) waive such ObjectionsPurchaser, orwithout the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, and neither party shall have any further rights or obligations hereunder other than the Surviving Obligations.

Title Commitment. Within five (5) Business Days days after the Effective Dateexecution of this Agreement, Seller Buyer shall request from order commitments for owner’s policies of title insurance (the “Title Commitment”) issued by the Title Company a Insurer covering fee simple title commitment for the Property (the "Seller's Title Commitment"), specifying Seller as the record owner of to the Property, showing Purchaser as in which the prospective named insuredTitle Insurer shall agree to insure, in such amount as Buyer deems adequate, merchantable title to such interests free from the amount of the Property Purchase Price, showing the status of title of the Property and listing all Schedule B standard printed exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property) which would appear in the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to therein. Within five business days after receipt of the title commitment and related documents by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” extent Buyer complies with the necessary requirements to remove them such as defined herein. Purchaser shall have a period (the "Review Period"obtaining an appropriate ALTA survey) ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last of and all other exceptions except for (i) the Title Commitment; exceptions which, under applicable state rules and regulations, cannot be deleted or modified and (ii) truePermitted Exceptions, with such endorsements as Buyer shall reasonably require and with insurance coverage over any “gap” period. Such Title Commitments shall have attached thereto complete, legible copies of all instruments noted as exceptions therein, and shall be delivered promptly to Buyer upon receipt by Seller. Buyer shall furnish Seller with a copy of the title commitment and attachments, and all subsequent revisions thereof, promptly upon receipt of same. Seller will provide Buyer with copies of any existing boundary surveys for the Property. Buyer may order one or more boundary surveys for the Property (the “Survey”) prepared by a registered land surveyor or surveyors satisfactory to Buyer. If (i) any update to the Title Commitments reflect any exceptions to title other than Permitted Liens which are not acceptable to Buyer in Buyer’s sole discretion, or (ii) the Survey to be obtained by Buyer pursuant to this Section discloses anything not acceptable to Buyer in Buyer’s sole discretion, or (iii) at any time prior to the Closing, title to Seller’s interests in the Property is encumbered by any exception to title other than Permitted Liens, which was not on the initial Title Commitment for the Property and is not acceptable to Buyer in Buyer’s sole discretion (any such exception or unacceptable statement of fact being referred to herein as a “Title Defect”), then Buyer shall, on or before the earlier of five (5) days before the end of the Due Diligence Period or ten (10) days following receipt of such Title Commitment, as the case may be, give Seller written notice of such Title Defect (the “Title Notice”). Such Title Notice shall include a copy of the relevant Title Commitment and copies of the exceptions. Any exception to title that is (x) disclosed in the Title Commitment, or (y) identified on a Survey, which, in which to notify Seller of any objections Purchaser has to any matters shown or referred to either case, is not identified as a Title Defect in the Title Commitment (“Objection Notice”). Any exception to which Purchaser does not object , shall be considered deemed to be a "“Permitted Exception"” for purposes of this Agreement. In the event Purchaser timely provides Seller an Objection Noticeshall, Seller shall have the right, but not the obligation, at its sole cost, to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten (10) days following delivery after receipt of any such Title Notice, notify Buyer whether Seller will take the action necessary to remove the Title Defects. On or before the Closing, Seller shall provide Buyer with reasonable evidence of removal of the Objection Notice items it notifies Buyer that it will cure (the “Seller’s Cure PeriodAgreed Upon Title Defects”). In the event Seller is unable or unwilling to eliminate or modify such unacceptable exceptions or conditions Notwithstanding anything contained herein to the satisfaction of Purchaser within Seller's Cure Periodcontrary, and so notifies Purchaser in writing the following items (the “No Required Cure NoticeItems”), then in that event Purchaser may elect in writing delivered ) must be cured prior to or at Closing (with Seller within ten (10) days following delivery having the right to apply the portion of the No Cure Notice to Purchaser to elect Purchase Price allocated to either such party pursuant to Section 2.3 hereof, or a portion thereof, for such purpose): (1w) waive such Objectionsall mechanics’, ormaterialmen’s, repairmen’s, contractors’ or other similar Liens which encumber the Property as of the Effective Date created by, through or under Seller or which may be filed against the Property after the Effective Date created by, through or under Seller and on or prior to the Closing Date (x) all mortgages, security deeds, and other security instruments, except for the Existing Mortgages, (y) all Taxes due and payable, and (z) all judgments against the Seller which may constitute a Lien.

Title Commitment. Seller shall convey insurable fee simple title to the Land and Improvements to Purchaser at Closing, subject only to the "Permitted Encumbrances" (defined below). Within five (5) Business Days after days following the Effective Date, Seller shall request from the Title Company obtain, at its sole cost and expense, and deliver to Purchaser, a title commitment for each of the projects comprising the Property (collectively, the "SellerTitle Commitments") for a standard form ALTA Owner's Policy of Title Commitment"), specifying Seller as the record owner Insurance for each of the Propertyprojects comprising the Property (collectively, showing Purchaser as the prospective named insured, "Title Policies") in the amount of the Property Purchase Price, showing issued by the status of title Escrow Agent on behalf of the Property and listing all exceptions (includingTitle Company, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting insuring fee simple title to the Property) which would appear in the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to exceptions listed therein. Within five business days after receipt of the title commitment and related documents by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period (until the "Review Period") ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last earlier to occur of (i) the Title Commitment; and date which is three (3) days prior to the last day of the Approval Period or (ii) truethe date which is ten (10) days following its receipt of the Title Commitments, legible copies of all instruments referred exceptions listed therein and the "Surveys" (defined below), to deliver to Seller written notice of Purchaser's objections to title for each parcel described in Section 1.1(a) herein (the "Parcel") comprising a portion of the Property (individually, a "Title Commitment, in which to notify Seller of any objections Purchaser has to any matters shown or referred to in the Title Commitment (“Objection Notice”Letter"). Any exception to which Purchaser does not object shall be considered a "Permitted Exception". In the event Purchaser timely provides Seller an Objection Notice, Seller shall have the right, but not the obligation, at its sole costto cure Purchaser's objections to title; subject, however, to eliminate or modify such unacceptable exceptions or conditions and Seller's obligation to remove all "Monetary Liens" (as defined below) by Closing. Seller shall give notify Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions in writing within ten five (105) days following delivery Seller's receipt of the a Title Objection Notice (“Seller’s Cure Period”)Letter concerning which title objections, if any, Seller has agreed to cure. In the event that Seller is unable does not undertake to cure all of the objections in each such Title Objection Letter to Purchaser's sole satisfaction (or unwilling does not timely respond to eliminate or modify any such unacceptable exceptions or conditions to the satisfaction of Purchaser within Seller's Cure Period, and so notifies Purchaser in writing (the “No Cure Notice”Title Objection Letter), then in that event Purchaser may elect in writing delivered to Seller within ten shall have the right for five (105) days following delivery after receipt of the No Cure Notice Seller's response to Purchaser to elect to either each Title Objection Letter (1or five (5) waive such Objections, ordays DOCVARIABLE BABC_DocID

Title Commitment. Within five (5) Business Days fifteen days after the Effective Date, Seller shall request from will cause First American Title Insurance Company or some other nationally-recognized title insurance company acceptable to Buyer ("Title Company") to furnish to Buyer a commitment for an ALTA Form B Owner's Title Insurance Policy in the Title Company a face amount of the Purchase Price, together with legible copies of all title exceptions noted in such title commitment for the Property (the "Seller's Title Commitment"), specifying . The Title Commitment will show that Seller as the record owner of has marketable fee simple title to the Property, showing Purchaser as the prospective named insuredfree and clear of all liens and encumbrances, excepting only those liens and encumbrances which are approved by Buyer in the amount manner hereinafter set forth in this ss.5. If Buyer wishes to obtain a survey of the Real Property Purchase Price(other than any existing survey furnished to Buyer pursuant to ss.4), showing it will be required to do so at its sole expense. If the status Title Commitment (or any survey obtained by Buyer) discloses any exceptions to title which are unacceptable to Buyer, then Buyer will have seven days after its receipt of such Title Commitment in which to deliver in writing to Seller any objection which Buyer may have to any such title of the Property and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property) which would appear in the Owner’s Policy of "Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred Notice"). Buyer will be deemed to therein. Within five business days after receipt of the have approved any title commitment and related documents by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period (the "Review Period") ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last of (i) the Title Commitment; and (ii) true, legible copies of all instruments referred to exceptions appearing in the Title Commitment, which are not objected to in which to notify Seller a timely delivered Title Notice and, thereafter, such additional title exceptions will also be treated as "Permitted Exceptions" for the purposes of any objections Purchaser has this Agreement. If Buyer objects to any matters shown or referred such additional title exception by delivering a Title Notice to in Seller within the Title Commitment (“Objection Notice”). Any exception to which Purchaser does not object shall be considered a "Permitted Exception". In the event Purchaser timely provides Seller an Objection Noticeaforementioned seven-day period, Seller shall have the right, but not the obligationthen Seller, at its sole costexpense, will use its reasonable efforts to eliminate or modify satisfy the objections made by Buyer in its Title Notice within five days after Seller's receipt of the Title Notice. If Seller fails to satisfy all of such unacceptable exceptions or conditions and shall give Purchaser objections within the aforementioned five-day period then Buyer will have the option of either: (a) terminating its obligations with respect to the purchase of the Property by giving written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten (10) days following delivery of the Objection Notice (“Seller’s Cure Period”). In the event Seller is unable or unwilling to eliminate or modify such unacceptable exceptions or conditions to the satisfaction of Purchaser within Seller's Cure Period, and so notifies Purchaser in writing (the “No Cure Notice”), then in that event Purchaser may elect in writing delivered termination to Seller within ten (10) three days following delivery after the expiration of the No Cure aforementioned five-day period, in which event, the Deposit will be returned to Buyer and, thereafter, neither party will have any further rights, liabilities or obligations hereunder with respect to the Property, except for Buyer's indemnification, restoration and other obligations expressly placed upon it under ss.4; or (b) waiving its objections under the Title Notice and proceeding to Purchaser close on the purchase of the Property. If Seller is successful in satisfying any of Buyer's objections, then Seller will deliver to elect Buyer proof of such satisfaction and will also deliver to either (1) waive such Objections, orBuyer the Title Company's related Title Commitment endorsement.

Title Commitment. Seller shall convey good and marketable title to the Property to Purchaser at Closing, subject only to the “Permitted Encumbrances” (defined below). Within five (5) Business Days after days following the Effective Date, Seller shall request from the Title Company obtain, at its sole cost and expense, and deliver to Purchaser, a title commitment for the Property (the "Seller's “Title Commitment"), specifying Seller as the record owner of the Property, showing Purchaser as the prospective named insured, in the amount of the Property Purchase Price, showing the status of title of the Property and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property”) which would appear in the for an ALTA Owner’s Policy of Title InsuranceInsurance (the “Title Policy”), when issuedissued by the Escrow Agent on behalf of the Title Company, insuring good and marketable fee simple title to the Property, together with true, correct and legible copies of all items and documents referred to exceptions listed therein. Within five business days after receipt of the title commitment and related documents by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period ten (the "Review Period"10) ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last following its receipt of (i) the Title Commitment; and (ii) true, legible copies of all instruments referred exceptions listed therein and the “Survey” (defined below), to in deliver to Seller written notice of Purchaser’s objections to title (the “Title Commitment, in which to notify Seller of any objections Purchaser has to any matters shown or referred to in the Title Commitment (“Objection NoticeLetter”). Any exception to which Purchaser does not object shall be considered a "Permitted Exception". In the event Purchaser timely provides Seller an Objection Notice, Seller shall have the right, but not the obligation, at 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 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 the Title Objection Letter to Purchaser’s sole satisfaction (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 upon written notice to Seller and receive an immediate refund of the Xxxxxxx Money, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, in which event neither party hereto shall have any further obligations under this Agreement except for the Surviving Obligations. 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), exclusive of preprinted exceptions, are herein collectively called the “Permitted Encumbrances”. In the event that any update to the Title Commitment or Survey indicates the existence of any liens, encumbrances or other defects or exceptions (the “Unacceptable Encumbrances”) which are not shown in the initial Title Commitment or Survey and that are unacceptable to Purchaser, Purchaser shall within five (5) days after receipt of any such update to the Title Commitment or Survey notify Seller in writing of its sole costobjection to any such Unacceptable Encumbrance (the “Unacceptable Encumbrance Notice”). Notwithstanding anything to the contrary contained herein, Seller shall have no obligation to take any steps or bring any action or proceeding or otherwise to incur any expense whatsoever to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten (10) days following delivery any of the Objection Notice Unacceptable Encumbrances; provided, however, that Seller shall, prior to Closing, eliminate by paying, bonding around or otherwise discharging in a manner satisfactory to Purchaser (i) any Unacceptable Encumbrances that arise by, through or under Seller, (ii) any exceptions that arise in connection with construction of the Improvements, and (iii) any mortgages, deeds of trust, deeds to secure debt, mechanics’ liens or monetary judgments that appear on the Title Commitment (“Seller’s Cure PeriodMonetary Liens”). In the event Seller is unable unable, unwilling or unwilling for any reason fails to eliminate or modify such unacceptable exceptions or conditions all of the Unacceptable Encumbrances to the sole satisfaction of Purchaser within Seller's Cure Period(other than the Unacceptable Encumbrances and Monetary Liens required to be removed by Seller in accordance with the preceding sentence), and so notifies Purchaser may terminate this Agreement by delivering notice thereof in writing (the “No Cure Notice”), then in that event Purchaser may elect in writing delivered to Seller within 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 following delivery after the Unacceptable Encumbrance Notice, in the event Seller does not timely respond thereto. Upon a termination of this Agreement pursuant to the No Cure Notice immediately preceding sentence, the Xxxxxxx Money shall be returned to Purchaser to elect to either (1) waive such ObjectionsPurchaser, orwithout the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, and neither party shall have any further obligations hereunder other than the Surviving Obligations.

Title Commitment. Seller shall convey good and marketable fee simple title to the Property to Purchaser at Closing, subject only to the “Permitted Encumbrances” (defined below). Within five ten (510) Business Days after days following the Effective Date, Seller shall request from the Title Company obtain, at its sole cost and expense, and deliver to Purchaser, a title commitment for the Property (the "Seller's “Title Commitment"”) for an ALTA Extended Owner's Policy of Title Insurance (the “Title Policy”), specifying Seller as issued by the record owner Escrow Agent on behalf of the Title Company, insuring good and marketable fee simple title to the Property, showing Purchaser as the prospective named insured, in the amount of the Property Purchase Price, showing the status of title of the Property and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property) which would appear in the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to exceptions listed therein. Within five business days after receipt The Title Policy to be issued to Purchaser at Closing shall include, in addition to any other matters as may be agreed upon between Purchaser and the Title Company, affirmative coverage by endorsement or other acceptable mechanism, against mechanic’s liens arising as a result of the title commitment construction of the Improvements on the Land, such affirmative coverage to be at Seller’s sole cost and related documents by Sellerexpense, and Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to be solely responsible for compliance with the "Permitted Exceptions,” Title Company’s usual and customary requirements for issuance of such affirmative coverage (including without limitation any security or indemnity as defined hereinmay be required of Seller). Purchaser shall have a period ten (the "Review Period"10) ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last following its receipt of (i) the Title Commitment; and (ii) true, legible copies of all instruments referred exceptions listed therein and the “Survey” (defined below), to in deliver to Seller written notice of Purchaser’s objections to title (the “Title Commitment, in which to notify Seller of any objections Purchaser has to any matters shown or referred to in the Title Commitment (“Objection NoticeLetter”). Any exception to which Purchaser does not object shall be considered a "Permitted Exception". In the event Purchaser timely provides Seller an Objection Notice, Seller shall have the right, but not the obligation, at its sole costto cure Purchaser’s objections to title; subject, however, to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent obligation to eliminate or modify such unacceptable exceptions or conditions remove all “Monetary Liens” (as defined below) by Closing. Seller shall notify Purchaser in writing within ten (10) days following delivery Seller’s receipt of the Title Objection Notice 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 the Title Objection Letter to Purchaser’s sole satisfaction (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 upon written notice to Seller and receive an immediate refund of the Xxxxxxx Money, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, in which event neither party hereto shall have any further obligations under this Agreement except for the Surviving Obligations. 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), exclusive of preprinted exceptions, are herein collectively called the “Permitted Encumbrances”. In the event that any update to the Title Commitment or Survey, including any update to the Title Commitment or Survey following “Substantial Completion of the Work” and/or “Completion of the Work” (as defined in Section 5.7 below), indicates the existence of any liens, encumbrances or other defects or exceptions (the “Unacceptable Encumbrances”) which are not shown in the initial Title Commitment or Survey and that are unacceptable to Purchaser, in its sole discretion, Purchaser shall, within ten (10) days after receipt of any such update to the Title Commitment or Survey, notify Seller in writing of its objection to any such Unacceptable Encumbrance (the “Unacceptable Encumbrance Notice”). Notwithstanding anything to the contrary contained herein, Seller shall have no obligation to take any steps or bring any action or proceeding or otherwise to incur any expense whatsoever to eliminate or modify any 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 Purchaser (i) any Unacceptable Encumbrances that arise by, through or under Seller, (ii) any exceptions that arise in connection with construction of the Improvements, and (iii) any mortgages, deeds of trust, deeds to secure debt, mechanics’ liens or monetary judgments that appear on the Title Commitment (“Seller’s Cure PeriodMonetary Liens”). In the event Seller is unable unable, unwilling or unwilling for any reason fails to eliminate or modify such unacceptable exceptions or conditions all of the Unacceptable Encumbrances to the sole satisfaction of Purchaser within Seller's Cure Period(other than the Unacceptable Encumbrances and Monetary Liens required to be removed by Seller in accordance with the preceding sentence), and so notifies Purchaser may terminate this Agreement by delivering notice thereof in writing (the “No Cure Notice”), then in that event Purchaser may elect in writing delivered to Seller within 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 following delivery after the Unacceptable Encumbrance Notice, in the event Seller does not timely respond thereto. Upon a termination of this Agreement pursuant to the No Cure Notice immediately preceding sentence, (a) the Xxxxxxx Money shall be returned to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, (b) Purchaser shall be entitled to elect receive reimbursement from Seller for all out of pocket expenses incurred by Purchaser or any affiliate of Purchaser in connection with this Agreement, and (c) neither party shall have any further obligations hereunder other than the Surviving Obligations. Any liens, encumbrances or other defects or exceptions listed in Schedule B of any update to either (1) waive the Title Commitment not required to be eliminated by Seller of record in this Section 4.1.2, and which Seller in fact elects not to cure, shall be deemed to be included among the Permitted Encumbrances, unless Purchaser elects to terminate this Agreement as a result of Seller’s election not to cure such Objections, ornew title matter as provided above.

Title Commitment. The Company shall own at Closing good and marketable title to the Property subject only to the “Permitted Encumbrances” (defined below). Within five ten (510) Business Days after days following the Effective Date, Seller shall request obtain from the Title Company Escrow Company’s National Business Unit at 000 Xxxx Xxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attn: Xxxxxxxx X. XxXxxxx, at its sole cost and expense, and deliver to Purchaser, a title commitment for the Property an ALTA Owner’s Policy of Title Insurance (the "Seller's “Title Commitment"), specifying Seller as the record owner of ”) insuring good and marketable fee simple title to the Property, showing Purchaser as the prospective named insured, in the amount together with legible copies of the Property Purchase Price, showing the status of title of the Property and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property) which would appear in listed therein. The Seller’s premium cost of the Owner’s Policy of Title Insurancetitle insurance shall not exceed the price quoted by the Kansas City, when issued, together with true, correct and legible copies of all items and documents referred to therein. Within five business days after receipt Missouri office of the title commitment and related documents by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined hereinEscrow Agent. Purchaser shall have a period ten (the "Review Period"10) ending on the date which is fifteen (15) business days after the date on which Purchaser receives following its receipt of the last of (i) the Title Commitment; and (ii) true, legible copies of all instruments referred exceptions listed therein and the “Survey” (defined below), to in the Title Commitment, in which deliver to notify Seller written notice of any Purchaser’s objections Purchaser has to any title and matters shown or referred to in on the Survey (the “Title Commitment (“Objection NoticeLetter”). Any exception to which Purchaser does not object shall be considered a "Permitted Exception". In the event Purchaser timely provides Seller an Objection Notice, Seller shall have the right, but not the obligation, at to cure Purchaser’s objections to title and matters shown on the Survey; subject, however, to Seller’s obligation to remove all “Monetary Liens” (as defined below) by Closing. Seller shall notify Purchaser in writing within five (5) days following Seller’ receipt of the Title Objection Letter concerning which title and survey 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 the right for five (5) days after receipt of Seller’ 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 and survey objection in writing and proceed to Closing (in which event such waived title and survey objection shall be deemed to be a “Permitted Encumbrance”, as defined below), or (ii) terminate this Agreement and receive an immediate refund of the Xxxxxxx Money. All exceptions set forth in the Title Commitment, including leasehold rights of tenants in possession as tenants only, and matters shown on the Survey 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 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 in writing of its sole costobjection to any such Unacceptable Encumbrance (the “Unacceptable Encumbrance Notice”). Notwithstanding anything to the contrary contained herein, Seller shall have no obligation to take any steps or bring any action or proceeding or otherwise to incur any expense whatsoever to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten (10) days following delivery any of the Objection Notice Unacceptable Encumbrances; provided, however, that Seller shall, prior to Closing, eliminate by paying, bonding around or otherwise discharging in a manner reasonably satisfactory to Purchaser (i) any Unacceptable 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 (“Seller’s Cure PeriodMonetary Liens”). In the event Seller is unable unable, unwilling or unwilling for any reason fails to eliminate or modify such unacceptable exceptions or conditions all of the Unacceptable Encumbrances to the sole satisfaction of Purchaser within Seller's Cure Period(other than the Monetary Liens which shall be removed by Seller in accordance with the preceding sentence), and so notifies Purchaser may terminate this Agreement by delivering notice thereof in writing (the “No Cure Notice”), then in that event Purchaser may elect in writing delivered to Seller within by the earliest to occur of (i) the Closing Date, (ii) five (5) days after Seller’ written notice to Purchaser of Seller’s intent to not cure one or more of such Unacceptable Encumbrances, or (iii) ten (10) days following delivery after the Unacceptable Encumbrance Notice, in the event Seller does not timely respond thereto. Upon a termination of this Agreement pursuant to the No Cure Notice immediately preceding sentence, the Xxxxxxx Money shall be returned to Purchaser to elect to either (1) waive such Objections, orand neither party shall have any obligations hereunder other than the Surviving Obligations.

Title Commitment. Seller shall convey good and marketable title to the Property to Purchaser at Closing, subject only to the “Permitted Encumbrances” (defined below). Within five (5) Business Days after days following the Effective Date, Seller shall request from the Title Company obtain, at its sole cost and expense, and deliver to Purchaser, a title commitment for the Property (the "Seller's “Title Commitment"), specifying Seller as ”) for a standard form ALTA Extended Owner’s Policy of Title Insurance (the record owner of the Property, showing Purchaser as the prospective named insured, “Title Policy”) in the amount of the Property Purchase Price, showing issued by the status of Title Company, insuring good and marketable fee simple title of the Property and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting to the Property) which would appear in the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to exceptions listed therein. Within five business days after receipt of the title commitment and related documents by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period ten (the "Review Period"10) ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last following its receipt of (i) the Title Commitment; and (ii) true, legible copies of all instruments referred exceptions listed therein and the “Survey” (defined below), to in deliver to Seller written notice of Purchaser’s objections to title (the “Title Commitment, in which to notify Seller of any objections Purchaser has to any matters shown or referred to in the Title Commitment (“Objection NoticeLetter”). Any exception to which Purchaser does not object shall be considered a "Permitted Exception". In the event Purchaser timely provides Seller an Objection Notice, Seller shall have the right, but not the obligation, at 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 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 the Title Objection Letter to Purchaser’s sole satisfaction (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 upon written notice to Seller and receive an immediate refund of the Xxxxxxx Money, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, in which event neither party hereto shall have any further rights or obligations under this Agreement except for the Surviving Obligations. 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 Title Commitment or Survey indicates the existence of any liens, encumbrances or other defects or exceptions (the “Unacceptable Encumbrances”) which were not shown in the initial Title Commitment or Survey and that are unacceptable to Purchaser, in its sole costdiscretion, Purchaser shall within five (5) days after receipt of any such update to the Title Commitment or Survey notify Seller in writing of its objection to any such Unacceptable Encumbrance (the “Unacceptable Encumbrance Notice”). Notwithstanding anything to the contrary contained herein, Seller shall have no obligation to take any steps or bring any action or proceeding or otherwise to incur any expense whatsoever to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten (10) days following delivery any of the Objection Notice Unacceptable Encumbrances; provided, however, that Seller shall, prior to Closing, eliminate by paying, bonding around or otherwise discharging in a manner satisfactory to Purchaser (i) any Unacceptable 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 (“Seller’s Cure PeriodMonetary Liens”). In the event Seller is unable unable, unwilling or unwilling for any reason fails to eliminate or modify such unacceptable exceptions or conditions all of the Unacceptable Encumbrances to the sole satisfaction of Purchaser within Seller's Cure Period(other than the Unacceptable Encumbrances and Monetary Liens required to be removed by Seller in accordance with the preceding sentence), and so notifies Purchaser may terminate this Agreement by delivering notice thereof in writing (the “No Cure Notice”), then in that event Purchaser may elect in writing delivered to Seller within 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 following delivery after the Unacceptable Encumbrance Notice, in the event Seller does not timely respond thereto. Upon a termination of this Agreement pursuant to the No Cure Notice immediately preceding sentence, the Xxxxxxx Money shall be returned to Purchaser to elect to either (1) waive such ObjectionsPurchaser, orwithout the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, and neither party shall have any further rights or obligations hereunder other than the Surviving Obligations.

Title Commitment. Within five Buyer, at its cost and expense, shall obtain and cause a copy to be furnished to Seller of a current title commitment (5the “Title Commitment”) Business Days after the Effective Date, Seller shall request from the Title Company issued by a title commitment for the Property insurance company selected by Buyer and reasonably acceptable to Seller (the "Seller's “Title Commitment"Company”), specifying Seller as together with legible copies of all exceptions to title referenced therein. The Title Commitment shall set forth the record owner state of title to the Real Property, showing Purchaser as the prospective named insured, in the amount of the Property Purchase Price, showing the status of title of the Property and listing together with all exceptions (includingor conditions to such title, but not limited to, including all easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and all other conditions, if any, encumbrances affecting the Property) Real Property which would appear in an owner’s or leasehold title policy, if issued. The Title Commitment shall contain the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to therein. Within five business days after receipt express commitment of the Title Company to issue one or more owners’ or leasehold title commitment and related documents by Sellerpolicies (collectively, Seller shall convey it the “Title Policy”) to Purchaser. Seller shall deliver to Purchaser title at closing subject only Buyer in an amount equal to the "Permitted Exceptions,” amount of purchase price as defined herein. Purchaser shall have a period (allocated per Section 2.2 of the "Review Period") ending on Real Property insuring such title to the date which Real Property as is fifteen (15) business days after the date on which Purchaser receives the last of (i) the Title Commitment; and (ii) true, legible copies of all instruments referred to specified in the Title Commitment, in . Buyer will have twenty (20) days from the date Buyer receives the Title Commitment and Survey (as defined below) within which to cause the Title Commitment and the Survey to be examined and to notify Seller in writing of any material objections Purchaser has to any matters shown or referred to in Seller’s title reflected by the Title Commitment and the Survey (“Objection NoticeBuyer’s Objection”). Any exception to which Purchaser does not object shall be considered a "Permitted Exception". In the event Purchaser timely provides Seller an Objection Notice, Seller shall have twenty (20) days from receipt of Buyer’s written objections to cure the rightmaterial defects set forth therein, but not the obligation, at its sole cost, and to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser provide Buyer with written notice of Seller’s intent action to eliminate or modify remedy such unacceptable exceptions or conditions within ten (10) days following delivery of the Objection Notice objection. (“Seller’s Cure PeriodResponse”). In the event If Seller is unable or unwilling to eliminate or modify does not timely cure and provide such unacceptable exceptions or conditions notice, Buyer may, within five days thereafter either (a) accept title to the satisfaction of Purchaser within Real Property as provided, or (b) terminate the Agreement in written notice to Seller's Cure Period, and so notifies Purchaser in writing (the “No Cure Notice”), then in that event Purchaser may elect in writing delivered . If Buyer does not deliver to Seller written notice of termination within ten (10) days following delivery such day five day period, Buyer will be deemed to have accepted title to the Real Property as shown in the Title Commitment without reduction of Purchase Price. At Closing, an authorized agent of the No Cure Notice Title Company shall down-date and initial the Title Commitment to Purchaser reflect the condition of title of the Real Property must be consistent with the Title Commitment as modified to elect to either (1) waive such Objections, ordelete Buyer’s objections therefrom.

Title Commitment. Within five (5a) Business Days after the Effective Date, Seller shall request from the Title Company a title commitment for the Property (the "Seller's Title Commitment"), specifying Seller as the record owner of the Property, showing Purchaser as the prospective named insured, in the amount of the Property Purchase Price, showing the status of title of the Property and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property) which would appear in the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to therein. Within five business days after receipt of the title commitment and related documents by Seller, Seller shall convey it good and indefeasible title to Purchaser. Seller shall deliver the Property to Purchaser title at closing Closing, subject only to the "“Permitted Exceptions,Encumbrances” (as defined hereinbelow). During the Inspection Period, Purchaser shall request and obtain from Title Company a commitment for a standard Owner's Policy of Title Insurance issued by Title Company (the “Title Commitment”), insuring good and indefeasible fee simple title to the Land, together with copies of all exceptions listed therein. Purchaser shall have a period until December 15, 2010 to deliver to Seller written notice of Purchaser’s objections to title (the "Review Period") ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last of (i) the “Title Commitment; and (ii) true, legible copies of all instruments referred to in the Title Commitment, in which to notify Seller of any objections Purchaser has to any matters shown or referred to in the Title Commitment (“Objection NoticeLetter”). Any exception to which Purchaser does not object shall be considered a "Permitted Exception". In the event Purchaser timely provides Seller an Objection Notice, Seller shall have the right, but not the obligation, at its sole costto cure Purchaser’s objections to title; subject, however, to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent obligation (hereby confirmed) to eliminate remove all “Mortgages” and “Monetary Liens” (each as defined below) by Closing, as further described in Section 4.1.3(b) below, whether or modify such unacceptable exceptions or conditions not Purchaser objects thereto. Seller shall notify Purchaser in writing within ten five (105) days following delivery Seller’s receipt of the Title Objection Notice (“Seller’s Cure Period”)Letter concerning which title objections, if any, Seller has agreed to cure. In the event that Seller is unable does not undertake to cure all of the objections in the Title Objection Letter to Purchaser’s reasonable satisfaction (or unwilling to eliminate or modify such unacceptable exceptions or conditions does not timely respond to the satisfaction of Purchaser within Seller's Cure Period, and so notifies Purchaser in writing (the “No Cure Notice”Title Objection Letter), then in that event Purchaser may elect in writing delivered shall have the right for five (5) days after receipt of Seller’s response to Seller within ten the Title Objection Letter (10or five (5) days following delivery the expiration of the No Cure Notice period within which Seller was to Purchaser to elect so respond) to either (1i) waive any such Objectionstitle objection in writing and proceed to Closing (in which event such waived title objection shall be deemed to be a “Permitted Encumbrance”, oras defined below), or (ii) terminate this Agreement, in which event the Xxxxxxx Money shall be delivered to Purchaser upon written notice to Seller and Escrow Agent, and neither party shall have any further obligation hereunder except for the Surviving Obligations. 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) are herein collectively called the “Permitted Encumbrances”.

Title Commitment. Seller shall convey good and marketable fee simple title to the Property to Purchaser at Closing, subject only to the “Permitted Encumbrances” (defined below). Within five (5) Business Days after days following the Effective Date, Seller shall request from the Title Company obtain, at its sole cost and expense, and deliver to Purchaser, a title commitment for the Property (the "Seller's “Title Commitment"), specifying Seller as the record owner of the Property, showing Purchaser as the prospective named insured, in the amount of the Property Purchase Price, showing the status of title of the Property and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property”) which would appear in the for an ALTA Owner’s Policy of Title InsuranceInsurance (the “Title Policy”), when issuedissued by Xxxx Xxxxxxxx, P.A. (the “Title Agent”) on behalf of the Title Company, insuring good and marketable fee simple title to the Property, together with true, correct and legible copies of all items and documents referred to exceptions listed therein. Within five business days after receipt of the title commitment and related documents by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period ten (the "Review Period"10) ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last following its receipt of (i) the Title Commitment; and (ii) true, legible copies of all instruments referred exceptions listed therein and the “Survey” (defined below), to in deliver to Seller written notice of Purchaser’s objections to title (the “Title Commitment, in which to notify Seller of any objections Purchaser has to any matters shown or referred to in the Title Commitment (“Objection NoticeLetter”). Any exception to which Purchaser does not object shall be considered a "Permitted Exception". In the event Purchaser timely provides Seller an Objection Notice, Seller shall have the right, but not the obligation, at its sole costto cure Purchaser’s objections to title; subject, however, to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent obligation to eliminate or modify such unacceptable exceptions or conditions remove all “Monetary Liens” (as defined below) by Closing. Seller shall notify Purchaser in writing within ten five (105) days following delivery Seller’s receipt of the Title Objection Notice (“Seller’s Cure Period”)Letter concerning which title objections, if any, Seller has agreed to cure. In the event that Seller is unable does not undertake to cure all of the objections in the Title Objection Letter to Purchaser’s sole satisfaction (or unwilling to eliminate or modify such unacceptable exceptions or conditions does not timely respond to the satisfaction Title Objection Letter), then Purchaser shall have the right for five (5) days after receipt of Purchaser Seller’s response to the Title Objection Letter (or five (5) days following the expiration of the period within Seller's Cure Period, and which Seller was to so notifies Purchaser 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 upon written notice to Seller and receive an immediate refund of the Xxxxxxx Money, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, in which event neither party hereto shall have any further obligations under this Agreement except for the Surviving Obligations. 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), exclusive of preprinted exceptions, are herein collectively called the “Permitted Encumbrances”. In the event that any update to the Title Commitment or Survey, including any update to the Title Commitment or Survey following “Substantial Completion of the Work” and/or “Completion of the Work” (as defined in Section 5.7 below), indicates the existence of any liens, encumbrances or other defects or exceptions (the “No Cure NoticeUnacceptable Encumbrances”)) which are not shown in the initial Title Commitment or Survey and that are unacceptable to Purchaser, then in its reasonable discretion such that event Purchaser may elect in writing delivered to Seller within ten (10) days following delivery of the No Cure Notice to Purchaser to elect to either (1) waive such Objections, orUnacceptable Encumbrances

Title Commitment. Seller shall convey good and marketable fee simple title to the Property to Purchaser at Closing, subject only to the “Permitted Encumbrances” (defined below). Within five ten (510) Business Days after days following the Effective Date, Seller shall request from the Title Company obtain, at its sole cost and expense, and deliver to Purchaser, a title commitment for the Property (the "Seller's “Title Commitment"), specifying Seller as ”) for an ALTA Owner’s Policy of Title Insurance (the record owner of the Property, showing Purchaser as the prospective named insured, “Title Policy”) in the amount of the Property Purchase Price, showing issued by the status of title Escrow Agent on behalf of the Property Title Company, insuring good and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting marketable fee simple title to the Property) which would appear in the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible (or the best available) copies of all items and documents referred to exceptions listed therein. Within five business days after receipt of the title commitment and related documents by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period ten (the "Review Period"10) ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last following its receipt of (i) the Title Commitment; and (ii) true, legible copies of all instruments referred to in the Title Commitment, in which legible (or the best available) copies of all exceptions listed therein and the “Survey” (defined below), to notify deliver to Seller written notice of any Purchaser’s objections Purchaser has to any matters shown or referred to in title (the “Title Commitment (“Objection NoticeLetter”). Any exception to which Purchaser does not object shall be considered a "Permitted Exception". In the event Purchaser timely provides Seller an Objection Notice, Seller shall have the right, but not the obligation, at 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 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 the Title Objection Letter to Purchaser’s sole satisfaction (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, or (ii) terminate this Agreement upon written notice to Seller and receive an immediate refund of the Xxxxxxx Money, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, in which event neither party hereto shall have any further obligations under this Agreement except for the Surviving Obligations. 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), exclusive of preprinted exceptions, are herein collectively called the “Permitted Encumbrances”. In the event that any update to the Title Commitment or Survey, including any update to the Title Commitment or Survey following “Substantial Completion of the Work” and/or “Completion of the Work” (as defined in Section 5.7 below), indicates the existence of any liens, encumbrances or other defects or exceptions (the “Unacceptable Encumbrances”) which are not shown in the initial Title Commitment or Survey and that are unacceptable to Purchaser, in its sole costdiscretion, Purchaser shall, within five (5) days after receipt of any such update to the Title Commitment or Survey, notify Seller in writing of its objection to any such Unacceptable Encumbrance (the “Unacceptable Encumbrance Notice”). Notwithstanding anything to the contrary contained herein, Seller shall have no obligation to take any steps or bring any action or proceeding or otherwise to incur any expense whatsoever to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten (10) days following delivery any of the Objection Notice Unacceptable Encumbrances; provided, however, that Seller shall, prior to Closing, eliminate by paying, bonding around or otherwise discharging in a manner satisfactory to Purchaser (i) any Unacceptable Encumbrances that arise by, through or under Seller, (ii) any exceptions that arise in connection with construction of the Improvements, and (iii) any mortgages, deeds of trust, deeds to secure debt, mechanics’ liens or monetary judgments that appear on the Title Commitment (“Seller’s Cure PeriodMonetary Liens”). In the event Seller is unable unable, unwilling or unwilling for any reason fails to eliminate or modify such unacceptable exceptions or conditions all of the Unacceptable Encumbrances to the sole satisfaction of Purchaser within Seller's Cure Period(other than the Unacceptable Encumbrances and Monetary Liens required to be removed by Seller in accordance with the preceding sentence), and so notifies Purchaser may terminate this Agreement by delivering notice thereof in writing (the “No Cure Notice”), then in that event Purchaser may elect in writing delivered to Seller within 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 following delivery after the Unacceptable Encumbrance Notice, in the event Seller does not timely respond thereto. Upon a termination of this Agreement pursuant to the No Cure Notice immediately preceding sentence, (a) the Xxxxxxx Money shall be returned to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, (b) Purchaser shall be entitled to elect receive reimbursement from Seller for all out-of-pocket expenses incurred by Purchaser or any affiliate of Purchaser in connection with this Agreement not to either exceed $50,000.00, and (1c) waive such Objections, orneither party shall have any further obligations hereunder other than the Surviving Obligations.

Title Commitment. Within Buyer shall promptly, but in no event more than five (5) Business Days business days after the Effective Date, order a commitment for the issuance of an owner’s title insurance policy (the “Commitment”) issued by Kansas Secured Title, or another title company agreed upon by Xxxxx and Seller shall request from (the “Title Company”), wherein the Title Company a title commitment agrees to insure, for the Property (the "Seller's Title Commitment"), specifying Seller as the record owner of the Property, showing Purchaser as the prospective named insured, in the full amount of the Purchase Price allocated to the Real Property Purchase Price, showing the status of title or such other amount designated by Buyer. Upon receipt of the Commitment, Buyer shall provide a true, correct, and complete copy of the Commitment to Seller. The Commitment shall provide for the issuance of a standard owner’s title insurance policy to Buyer showing good and marketable title to the Real Property in Seller free from all liens and listing all Claims except Permitted Exceptions, standard exceptions (contained in the Commitment, and mortgages and security interests of record which shall be released at the time of Closing. Buyer is responsible for the cost of the Commitment, including, but not limited towithout limitation, easementsall search fees, restrictionsand updates, rights-of-waythe policy premium and any endorsements requested by Buyer. Xxxxx agrees to notify Seller, covenantsin writing, reservations, encumbrances, liens within ten (10) business days after receiving the Commitment and other conditionsall related title documents of objections, if any, affecting to the Propertytitle to the Real Property (“Title Objections”). If Buyer receives any updates to the Commitment before Closing, Buyer shall have five (5) which would appear in the Owner’s Policy business days following receipt of Title Insurance, when issued, together with true, correct such update and legible copies of all items and documents referred to therein. Within five business days after receipt of the title commitment and related documents by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period (the "Review Period") ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last of (i) the Title Commitment; and (ii) true, legible copies of all instruments referred to in the Title Commitment, in which reference therein to notify Seller of Buyer’s Title Objections shown on any objections Purchaser has to such update which were not disclosed or apparent on the previously delivered Commitment. If any matters shown or referred to in the valid Title Commitment (“Objection Notice”). Any exception to which Purchaser does not object shall be considered a "Permitted Exception". In the event Purchaser Objections are timely provides Seller an Objection Noticegiven, Seller shall have until Closing, or such additional time as is agreed upon by Xxxxx, within which to cure the rightsame, but and have a revised Commitment issued and delivered to Buyer. Xxxxx acknowledges that certain mortgages and security interests may appear of record which Seller shall satisfy and remove at Closing. If any Title Objections are not cured within the obligationtime provided, Buyer shall the right to either waive such uncured Title Objections at its sole costor prior to Closing and accept the Real Property with such title as Seller may provide without reduction in the Purchase Price and to close the Transactions in accordance with the terms of this Agreement, or, alternatively, the right to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten (10) days following delivery of the Objection Notice (“Seller’s Cure Period”)terminate this Agreement. In the event Seller is unable or unwilling to eliminate or modify such unacceptable exceptions or conditions to the satisfaction of Purchaser within Seller's Cure Period, and so notifies Purchaser in writing (the “No Cure Notice”), then in that event Purchaser may elect in writing delivered to Seller within ten (10) days following delivery of the No Cure Notice to Purchaser to elect to either (1) waive such Objections, orresponsible for any title curative actions.

Title Commitment. Within five (5) Business Days fifteen days after the Effective Date, Seller shall request from will cause First American Title Insurance Company or some other nationally-recognized title insurance company acceptable to Buyer ("Title Company") to furnish to Buyer a commitment for an ALTA Form B Owner's Title Insurance Policy in the Title Company a face amount of the Purchase Price, together with legible copies of all title exceptions noted in such title commitment for the Property (the "Seller's Title Commitment"), specifying . The Title Commitment will show that Seller as the record owner of has marketable fee simple title to the Property, showing Purchaser as the prospective named insuredfree and clear of all liens and encumbrances, excepting only those liens and encumbrances which are approved by Buyer in the amount manner hereinafter set forth in this ss.6. If Buyer wishes to obtain a survey of the Real Property Purchase Price(other than any existing survey furnished to Buyer pursuant to ss.5), showing it will be required to do so at its sole expense. If the status Title Commitment (or any survey obtained by Buyer) discloses any exceptions to title which are unacceptable to Buyer, then Buyer will have seven days after its receipt of such Title Commitment in which to deliver in writing to Seller any objection which Buyer may have to any such title of the Property and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property) which would appear in the Owner’s Policy of "Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred Notice"). Buyer will be deemed to therein. Within five business days after receipt of the have approved any title commitment and related documents by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period (the "Review Period") ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last of (i) the Title Commitment; and (ii) true, legible copies of all instruments referred to exceptions appearing in the Title Commitment, which are not objected to in which to notify Seller a timely delivered Title Notice and, thereafter, such additional title exceptions will also be treated as "Permitted Exceptions" for the purposes of any objections Purchaser has this Agreement. If Buyer objects to any matters shown or referred such title exception by delivering a Title Notice to in Seller within the Title Commitment (“Objection Notice”). Any exception to which Purchaser does not object shall be considered a "Permitted Exception". In the event Purchaser timely provides Seller an Objection Noticeaforementioned seven-day period, Seller shall have the right, but not the obligationthen Seller, at its sole costexpense, will use its reasonable efforts to eliminate or modify satisfy the objections made by Buyer in its Title Notice within five days after Seller's receipt of the Title Notice. If Seller fails to satisfy all of such unacceptable exceptions or conditions and shall give Purchaser objections within the aforementioned five-day period then Buyer will have the option of either: (a) terminating its obligations with respect to the purchase of the Property by giving written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten (10) days following delivery of the Objection Notice (“Seller’s Cure Period”). In the event Seller is unable or unwilling to eliminate or modify such unacceptable exceptions or conditions to the satisfaction of Purchaser within Seller's Cure Period, and so notifies Purchaser in writing (the “No Cure Notice”), then in that event Purchaser may elect in writing delivered termination to Seller within ten (10) three days following delivery after the expiration of the No Cure aforementioned five-day period, in which event, the Deposit will be returned to Buyer and, thereafter, neither party will have any further rights, liabilities or obligations hereunder with respect to the Property, except for Buyer's indemnification, restoration and other obligations expressly placed upon it under ss.5; or (b) waiving its objections under the Title Notice and proceeding to Purchaser close on the purchase of the Property. If Seller is successful in satisfying any of Buyer's objections, then Seller will deliver to elect Buyer proof of such satisfaction and will also deliver to either (1) waive such Objections, orBuyer the Title Company's related Title Commitment endorsement.

Title Commitment. Within five (5) Business Days after the Effective DatePrior to Closing, Seller shall request from furnish to Buyer at the Title Company parties' expense, equally shared a title standard ALTA Form 1992 commitment for the Property an owner's policy of title insurance (the "Seller's Title Commitment"), specifying together with a copy of each document referenced in said commitments, issued by a title company selected by Buyer ("Title Company") in an amount determined by Buyer prior to the Closing and reasonably acceptable to Seller as the record owner to each Owned Property being conveyed insuring good and marketable title thereto (expressly including all easements and other appurtenances) and including extended coverage deleting all of the Propertystandard exceptions, showing Purchaser nonimputation endorsements and containing such additional endorsements as Buyer shall reasonably request; PROVIDED that Buyer shall bear all incremental premium expense for such endorsements to the extent such expense exceeds ten thousand dollars ($10,000) in the aggregate. Seller agrees to provide the Title Company with such affidavits, certificates or indemnitees as the prospective named insuredTitle Company may reasonably require to issue the above-referenced Title Commitment and corresponding title policy. Seller shall also cooperate with Buyer to enable Buyer to obtain, at Buyer's expense, not less than ten (10) Business Days prior to closing, surveys of each Owned Property prepared in accordance with current ALTA/ASCM standards, certified to Buyer and the Title Company each dated no more than ninety (90) days prior to Closing and containing a detailed legal description, such ALTA/ASCM Table A requirements as may be requested by Buyer, and a surveyor's certificate acceptable to Buyer and the Title Company and prepared by a surveyor satisfactory to Buyer licensed to practice in the amount of state where the Owned Property Purchase Price, showing the status of title of the Property and listing all exceptions is located. Buyer shall have ten (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property10) which would appear in the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to therein. Within five business days Business Days after receipt of the said Title Commitments and surveys in which to raise title commitment and related documents objections as to any material matters. If such objections are raised by SellerBuyer, then Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period (the "Review Period") ending on the date which is fifteen (15) business days after from the date on which Purchaser receives such objections are raised to cure the last of (i) same and the Title Commitment; and (ii) true, legible copies of all instruments referred to in the Title Commitment, in which to notify Seller of any objections Purchaser has to any matters shown or referred to in the Title Commitment (“Objection Notice”). Any exception to which Purchaser does not object Closing Date shall be considered a "Permitted Exception"extended accordingly. In If objections are not satisfied by the event Purchaser timely provides Seller an Objection Noticeextended Closing Date, Seller this Agreement shall have terminate unless Buyer elects to waive the right, but not unsatisfied objections and consummate the obligation, at its sole cost, to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten (10) days following delivery of the Objection Notice (“Seller’s Cure Period”). In the event Seller is unable or unwilling to eliminate or modify such unacceptable exceptions or conditions to the satisfaction of Purchaser within Seller's Cure Period, and so notifies Purchaser in writing (the “No Cure Notice”), then in that event Purchaser may elect in writing delivered to Seller within ten (10) days following delivery of the No Cure Notice to Purchaser to elect to either (1) waive such Objections, orTransactions.

Title Commitment. Within five fifteen (515) Business Days days after the Effective DateDate and at least fifteen (15) days prior to Closing, Seller shall request from will furnish to Purchaser a title commitment (the “Title Commitment”) covering the Property with insurance in an amount equal to the total Purchase Price, issued by the Title Company a title commitment for the Property (the "Seller's Title Commitment"), specifying Seller as the record owner of the Property, showing Purchaser as the prospective named insured, in the amount of the Property Purchase Price, showing the status of title of the Property and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property) which would appear in the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to instruments (the “Title Instruments”) reflected as exceptions therein. Within five business The Title Commitment will show Seller to be owner of good and indefeasible fee simple title. Purchaser shall have fifteen (15) days (the “Review Period”) after receipt of the title commitment and related documents by SellerSurvey, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period (the "Review Period") ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last of (i) the Title Commitment; and (ii) true, legible copies of all instruments referred to in the Title Commitment, and Title Instruments in which to examine same and either accept title and survey matters as it then is (“No Objections Acceptance”) or to notify Seller in writing of any objections Purchaser has to any matters shown or referred to in the Title Commitment (“Objection Notice”). Any exception to which Purchaser does not object shall be considered a "Permitted Exception"same. In the event Purchaser timely provides of notification to Seller an Objection Noticeof objections by Purchaser, Seller may, but shall have the rightno obligation to, but not the obligation, at its sole cost, undertake to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten (10) days following delivery of the Objection Notice (“Seller’s Cure Period”). In the event Seller is unable or unwilling to eliminate or modify such unacceptable exceptions or conditions objectionable items to the reasonable satisfaction of Purchaser within Seller's fifteen (15) days (the “Cure Period”) after receipt of such notice of objections. If Purchaser’s objections cannot be so cured to Purchaser’s reasonable satisfaction on or before the expiration of the Cure Period, Purchaser, at its sole and so notifies Purchaser in writing (the “No Cure Notice”)exclusive option, then in that event Purchaser may elect in writing delivered to accept title and survey matters as it then is (“Purchaser’s Title and Survey Approval”) and waive all objections to any other unpermitted exceptions by serving written notice to Seller within ten fifteen (1015) days following delivery the expiration of the No Seller’s Cure. Failure to provide Seller with written notice of Purchaser’s Title and Survey Approval within said fifteen (15) day period shall be deemed Purchaser’s election to terminate this Contract. Notwithstanding anything contained herein to the contrary, Seller shall be obligated (at its sole cost) to cause to be released and reconveyed from the Property and to remove as exceptions to title prior to the Closing, (collectively, the “Mandatory Cure Notice Items”) (i) all any security instrument securing an indebtedness of Seller encumbering the Property or any portion thereof; (ii) all monetary liens, including without limitation, tax liens, judgment liens, and mechanic’s liens, arising by, through or under Seller. If this Contract is terminated in accordance with the terms of this Section 2.02, the Xxxxxxx Money shall be promptly returned to Purchaser upon Purchaser’s written request to elect the Escrow Agent and neither party shall thereafter have any further duties, rights or obligations hereunder; except as to either (1) waive such Objections, orthose obligations hereunder that expressly survive a termination of this Contract. Any exceptions accepted by Purchaser or not timely objected to as aforesaid shall be hereafter collectively referred to as “Permitted Encumbrances”. Title to the Property shall be delivered at the Closing free and clear of all matters except the Permitted Encumbrances.

Title Commitment. Seller shall convey good and marketable fee simple title to the Real Property to Purchaser at Closing, subject only to the “Permitted Encumbrances” (defined below). Within five (5) Business Days after days following the Effective Date, Seller shall request from the Title Company obtain, at its sole cost and expense, and deliver to Purchaser, a title commitment for the Property (the "Seller's “Title Commitment"), specifying Seller as ”) for a standard form ALTA Owner's Policy of Title Insurance (the record owner of the Property, showing Purchaser as the prospective named insured, “Title Policy”) in the amount of the Property Purchase Price, showing issued by the status of title Escrow Agent on behalf of the Property Title Company, insuring good and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting marketable fee simple title to the Real Property) which would appear in the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to exceptions listed therein. Within five business days after receipt of the title commitment and related documents by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period ten (the "Review Period"10) ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last following its receipt of (i) the Title Commitment; and (ii) true, legible copies of all instruments referred exceptions listed therein and the “Survey” (defined below), to in deliver to Seller written notice of Purchaser’s objections to title (the “Title Commitment, in which to notify Seller of any objections Purchaser has to any matters shown or referred to in the Title Commitment (“Objection NoticeLetter”). Any exception to which Purchaser does not object shall be considered a "Permitted Exception". In the event Purchaser timely provides Seller an Objection Notice, Seller shall have the right, but not the obligation, at 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 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 the Title Objection Letter to Purchaser’s sole satisfaction (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 upon written notice to Seller and receive an immediate refund of the Xxxxxxx Money, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, in which event neither party hereto shall have any further rights or obligations under this Agreement except for the Surviving Obligations. 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 Title Commitment or Survey indicates the existence of any liens, encumbrances or other defects or exceptions (the “Unacceptable Encumbrances”) which were not shown in the initial Title Commitment or Survey and that are unacceptable to Purchaser, in its sole costdiscretion, Purchaser shall within five (5) days after receipt of any such update to the Title Commitment or Survey notify Seller in writing of its objection to any such Unacceptable Encumbrance (the “Unacceptable Encumbrance Notice”). Notwithstanding anything to the contrary contained herein, Seller shall have no obligation to take any steps or bring any action or proceeding or otherwise to incur any expense whatsoever to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten (10) days following delivery any of the Objection Notice Unacceptable Encumbrances; provided, however, that Seller shall, prior to Closing, eliminate by paying, bonding around or otherwise discharging in a manner satisfactory to Purchaser Unacceptable Encumbrances that are voluntarily created by Seller (“Seller’s Cure PeriodVoluntary Unacceptable Encumbrances”) 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 unable, unwilling or unwilling for any reason fails to eliminate or modify such unacceptable exceptions or conditions all of the Unacceptable Encumbrances to the sole satisfaction of Purchaser within Seller's Cure Period(other than the Voluntary Unacceptable Encumbrances and Monetary Liens required to be removed by Seller in accordance with the preceding sentence), and so notifies Purchaser may terminate this Agreement by delivering notice thereof in writing (the “No Cure Notice”), then in that event Purchaser may elect in writing delivered to Seller within 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 following delivery after the Unacceptable Encumbrance Notice, in the event Seller does not timely respond thereto. Upon a termination of this Agreement pursuant to the No Cure Notice immediately preceding sentence, the Xxxxxxx Money shall be returned to Purchaser to elect to either (1) waive such ObjectionsPurchaser, orwithout the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, and neither party shall have any further rights or obligations hereunder other than the Surviving Obligations.

Title Commitment. Within five Seller shall, not later than ten (510) Business Days after days before closing of this Contract, cause to be furnished to Buyer a current commitment to issue the Effective Date, Seller shall request from the Title Company a title commitment for the Property Owner's Policy (the "Seller's Title Commitment"), specifying the cost of said commitment shall be paid by Buyer and reimbursed by Seller as at Closing, issued through a title insurance company acceptable to Buyer and authorized to issue title insurance in Kansas located (the record owner of the Property, showing Purchaser as the prospective named insured, in the amount of the Property Purchase Price, showing the status of title of the Property and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property) which would appear in the Owner’s Policy of "Title Insurance, when issuedCompany"), together with true, correct complete and legible copies of all items documents and documents referred instruments, including plats and surveys (the "Exceptions Documents") creating exceptions to thereintitle in the Title Commitment. Within five business Buyer shall have until ten (10) days after receipt of the title commitment Title Commitment, Exception Documents, and related documents by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period Survey (the "Review Period") ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last of (i) the Title Commitment; and (ii) true, legible copies of all instruments referred to in the Title Commitment, in which to notify Seller in writing of any objections Purchaser Buyer has to any matters shown or referred to in the Title Commitment (“Objection Notice”)Commitment. Any exception matters which are set forth in the Title Commitment and to which Purchaser Buyer does not object within the Review Period shall be considered a deemed to be permitted exceptions to the status of Seller's title (the "Permitted ExceptionExceptions"). In Within fifteen (15) days after receipt of Buyer's objections, (the event Purchaser timely provides Seller an Objection Notice, "Cure Period") Seller shall either: (i) cure all such matters objected to by Buyer and notify Buyer in writing that the same have been cured; or (ii) provide such evidence as is reasonably satisfactory to Buyer and the rightTitle Company that all such matters will be cured on or before the Closing in order that the Title Company may, but not the obligation, at its sole cost, to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten (10) days following delivery as of the Objection Notice Closing, issue the Owner's Policy subject only to the Permitted Exceptions; or (“Seller’s Cure Period”)iii) notify Buyer in writing that Seller elects not to cure one or more of the matters objected to by Buyer. In the event Seller is unable elects not to cure Buyer's title objections and notifies Buyer that the same have been cured or unwilling provide evidence reasonably satisfactory to eliminate Buyer and the Title Company that Buyer's title objections will be cured on or modify such unacceptable exceptions or conditions before the Closing, then Buyer shall have the right to terminate this Contract by giving Seller written notice of termination at any time after expiration of the Cure Period and prior to the satisfaction Closing. In the event Buyer terminates this Contract in accordance with this paragraph 8, the Xxxxxxx Money will be returned to Buyer and the parties shall be relieved of Purchaser within Seller's Cure Period, their respective rights and so notifies Purchaser obligations set forth in writing (this Contract. In the “No Cure Notice”), then in that event Purchaser may elect in writing delivered to Seller within Buyer does not terminate this Contract during said ten (10) days following delivery of day period, Buyer shall be deemed to have elected to waive its title objections and accept title subject to the No Cure Notice to Purchaser to elect to either (1) waive such Objections, ormatter reflected in the Title Commitment and not cured by Seller.

Title Commitment. Seller shall convey good and indefeasible fee simple title to the Land and Improvements and insurable easements (the “Real Estate”) to Purchaser at Closing, subject only to the “Permitted Encumbrances” (defined below). Within five (5) Business Days after days following the Effective Date, Seller shall request from the Title Company obtain, at its sole cost and expense, and deliver to Purchaser, a title commitment for the Property (the "Seller's “Title Commitment"), specifying Seller as ”) for a form ALTA Owner’s Policy of Title Insurance (the record owner of the Property, showing Purchaser as the prospective named insured, “Title Policy”) in the amount of the Property Purchase Price, showing issued by the status of title Escrow Agent on behalf of the Property Title Company, insuring good and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting marketable fee simple title to the Property) which would appear in the Owner’s Policy of Title Insurance, when issuedReal Estate, together with true, correct and legible copies of all items and documents referred to exceptions listed therein. Within five business days after receipt of the title commitment and related documents by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period ten (the "Review Period"10) ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last following its receipt of (i) the Title Commitment; and (ii) true, legible copies of all instruments referred exceptions listed therein and the “Survey” (defined below), but no later than five (5) days prior to in the expiration of the Approval Period, to deliver to Seller written notice of Purchaser’s objections to title (the “Title Commitment, in which to notify Seller of any objections Purchaser has to any matters shown or referred to in the Title Commitment (“Objection NoticeLetter”). Any exception to which Purchaser does not object shall be considered a "Permitted Exception". In the event Purchaser timely provides Seller an Objection Notice, Seller shall have the right, but not the obligation, at its sole costto cure Purchaser’s objections to title; subject, however, to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent obligation to eliminate or modify such unacceptable exceptions or conditions remove all “Monetary Liens” (as defined below) by Closing. Seller shall notify Purchaser in writing within ten five (105) days following delivery Seller’s receipt of the Title Objection Notice (“Seller’s Cure Period”)Letter concerning which title objections, if any, Seller has agreed to cure. In the event that Seller is unable does not undertake to cure all of the objections in the Title Objection Letter to Purchaser’s sole satisfaction (or unwilling to eliminate or modify such unacceptable exceptions or conditions does not timely respond to the satisfaction Title Objection Letter), then Purchaser shall have the right for five (5) days after receipt of Purchaser Seller’s response to the Title Objection Letter (or five (5) days following the expiration of the period within Seller's Cure Period, and which Seller was to so notifies Purchaser 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 upon written notice to Seller and receive an immediate refund of the Xxxxxxx Money, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, in which event neither party hereto shall have any further rights or obligations under this Agreement except for the Surviving Obligations. All exceptions set forth in Schedule B of the Title Commitment (excluding preprinted exceptions) 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 Title Commitment or Survey indicates the existence of any liens, encumbrances or other defects or exceptions (the “No Cure NoticeUnacceptable Encumbrances”)) which were not shown in the initial Title Commitment or Survey and that are unacceptable to Purchaser, then in that event its sole discretion, Purchaser may elect shall within five (5) days after receipt of any such update to the Title Commitment or Survey notify Seller in writing delivered to Seller within ten (10) days following delivery of the No Cure Notice to Purchaser to elect to either (1) waive such Objections, orits objection to

Title Commitment. Seller shall convey fee simple title to the Property to Purchaser at Closing, subject only to the “Permitted Encumbrances” (defined below). Within five (5) Business Days after days following the Effective Date, Seller shall request from the Title Company obtain, at its sole cost and expense, which expense shall not exceed fifteen thousand dollars ($15,000.00), and deliver to Purchaser, a title commitment for the Property (the "Seller's “Title Commitment"), specifying Seller as the record owner of the Property, showing Purchaser as the prospective named insured, in the amount of the Property Purchase Price, showing the status of title of the Property and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property”) which would appear in the for an ALTA Owner’s Policy of Title InsuranceInsurance (the “Title Policy”), when issuedissued by the Escrow Agent on behalf of the Title Company, insuring good and marketable fee simple title to the Property, together with true, correct and legible copies of all items and documents referred to exceptions listed therein. Within five business days after receipt of the title commitment and related documents by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period ten (the "Review Period"10) ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last following its receipt of (i) the Title Commitment; and (ii) true, legible copies of all instruments referred to in the Title Commitment, in which copies of all exceptions listed therein and the “Survey” (defined below), to notify deliver to Seller written notice of any Purchaser’s objections Purchaser has to any matters shown or referred to in title (the “Title Commitment (“Objection NoticeLetter”). Any exception to which Purchaser does not object shall be considered a "Permitted Exception". In the event Purchaser timely provides Seller an Objection Notice, Seller shall have the right, but not the obligation, at 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 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 the Title Objection Letter to Purchaser’s sole satisfaction (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 title objections in writing and proceed to Closing (in which event such waived title objections shall be deemed to be “Permitted Encumbrances”, as defined below), or (ii) terminate this Agreement upon written notice to Seller and receive an immediate refund of the Xxxxxxx Money, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, in which event neither party hereto shall have any further obligations under this Agreement except for the Surviving Obligations. 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), exclusive of preprinted exceptions, are herein collectively called the “Permitted Encumbrances”. In the event that any update to the Title Commitment or Survey indicates the existence of any liens, encumbrances or other defects or exceptions (the “Unacceptable Encumbrances”) which are not shown in the initial Title Commitment or Survey, and that are unacceptable to Purchaser, in its sole costdiscretion, Purchaser shall, within five (5) days after receipt of any such update to the Title Commitment or Survey, notify Seller in writing of its objection to any such Unacceptable Encumbrance (the “Unacceptable Encumbrance Notice”). Notwithstanding anything to the contrary contained herein, Seller shall have no obligation to take any steps or bring any action or proceeding or otherwise to incur any expense whatsoever to eliminate or modify such unacceptable exceptions any of the Unacceptable Encumbrances; provided, however, that Seller shall, prior to Closing, eliminate by paying, bonding around or conditions and shall give otherwise discharging in a manner reasonably satisfactory to Purchaser written notice (i) any Unacceptable Encumbrances that arise in connection with construction of the Improvements or otherwise from the actions or failures to act of Seller’s intent , and (ii) any mortgages, deeds of trust, deeds to eliminate secure debt, mechanics’ liens or modify such unacceptable exceptions monetary judgments that arise from the actions or conditions within ten (10) days following delivery failures to act of the Objection Notice Seller (“Seller’s Cure PeriodMonetary Liens”). In the event Seller is unable unable, unwilling or unwilling for any reason fails to eliminate or modify such unacceptable exceptions or conditions all of the Unacceptable Encumbrances to the sole satisfaction of Purchaser within Seller's Cure Period(other than the Unacceptable Encumbrances and Monetary Liens required to be removed by Seller in accordance with the preceding sentence), and so notifies Purchaser may terminate this Agreement by delivering notice thereof in writing (the “No Cure Notice”), then in that event Purchaser may elect in writing delivered to Seller within 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 following delivery after the Unacceptable Encumbrance Notice, in the event Seller does not timely respond thereto. Upon a termination of this Agreement pursuant to the immediately preceding sentence, (a) the Xxxxxxx Money shall be returned to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, and (b) neither party shall have any further obligations hereunder other than the Surviving Obligations. The Title Policy to be issued to Purchaser at Closing shall contain affirmative coverage against any mechanic’s liens arising from the Seller’s construction of the No Cure Notice to Purchaser to elect to either (1) waive Improvements, and Seller shall satisfy all customary Title Company requirements for the issuance of such Objectionsaffirmative coverage, orand pay any costs associated therewith.

Title Commitment. Within five Buyer, at Buyer’s cost, shall have the right to obtain the following: (5i) Business Days after the Effective Date, Seller shall request from the an ALTA Form B Owner's Title Company a title commitment for Insurance Commitment covering the Property (issued by a reputable title insurance company pursuant to which the "Sellertitle company agrees to issue to Buyer, at Closing, an owner's Title Commitment"), specifying Seller as the record owner policy of the Property, showing Purchaser as the prospective named insured, title insurance in the amount of the Property Purchase Pricepurchase price, showing consistent with the status of title of the Property and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property) which would appear in the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to therein. Within five business days after receipt of the title commitment and related documents by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period (the "Review Period") ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last of (i) the Title Commitment; and (ii) truea current boundary or ALTA/ACSM Land Title survey of the Property, legible copies showing all improvements, easements and matters referenced on the Title Insurance Commitment, certified to Buyer, its counsel, and the Title Company (the "Survey"). If Buyer shall have any objection(s) with respect to the status of all instruments referred title to the Property as reflected in the Title CommitmentCommitment and/or the Survey which render title unmarketable or which would interfere with Buyer’s intended use of the Property, in which to Buyer may notify Seller of any such objections Purchaser has to any matters shown on or referred to in before the expiration of the Inspection Period (as hereinafter defined) (the "Buyer’s Title Commitment (“Objection Notice”"). Any exception matters shown in the Commitment and Survey to which Purchaser Buyer does not object timely object, except as otherwise provided herein, shall be considered a deemed "Permitted ExceptionEncumbrances". In the event Purchaser the Commitment or the Survey reflects any defect or title condition to which Buyer timely provides Seller an Objection Noticeobjects, then Seller shall have be required to use its commercially reasonable efforts to cause all such defects and title conditions to be cured no later than the right, but not the obligation, at its sole cost, to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten date which is sixty (1060) days following delivery receipt of the Buyer's Title Objection Notice (“"Seller’s 's Title Cure Period”"), it being understood that Seller shall not be obligated to institute litigation in connection with same. In the event Seller is unable or unwilling to eliminate or modify such unacceptable exceptions or conditions Notwithstanding anything to the satisfaction of Purchaser within contrary contained in this Contract, Buyer need not object to and Seller shall, on or before the Closing Date, remove or satisfy (1) judgments against Seller's Cure Period, and so notifies Purchaser in writing (2) other monetary liens (including any mortgages, deeds of trust, mechanic’s, materialmen’s or vendor’s liens with respect to the Property and any real estate tax liens (including improvement district and special taxing district liens) other than liens for ad valorem taxes and assessments not yet due and payable (collectively, “No Cure NoticeMonetary Liens”), then in that event Purchaser may elect in writing delivered to Seller within ten (10) days following delivery none of the No Cure Notice to Purchaser to elect to either (1) waive such Objections, orwhich shall be deemed Permitted Encumbrances.

Title Commitment. Within five ten (510) Business Days business days after the Effective Date, Seller shall request from the Title Company shall deliver a current preliminary title commitment for the Property report (the "Seller's Title Commitment"), specifying Seller as ) for a TLTA extended coverage title insurance policy (the record owner of the Property, showing Purchaser as the prospective named insured, in the amount of "Owner's Policy") on the Property Purchase Price, showing the status of title of the Property to Buyer and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property) which would appear in the Owner’s Policy of Title Insurance, when issuedSeller, together with true, correct and legible copies of all items and documents title exceptions (the "Title Exceptions") referred to thereinin the Commitment. Within five business days after receipt of the title commitment and related documents by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser Buyer shall have a period (the "Title Review Period") ending on upon the date which is fifteen (15) business days after expiration of the date on which Purchaser receives the last of (i) the Title Commitment; and (ii) true, legible copies of all instruments referred to in the Title Commitment, Inspection Period in which to notify Seller of any objections Purchaser (the "Objections") Buyer has as to any matters shown set forth on or referred to in the Commitment or on the New Survey (as provided pursuant to Section 4.2). Buyer may, at its option and at its cost and expense, provide to Seller and the Title Commitment Company the New Survey pursuant to Section 4.2. Buyer shall have until the end of the Title Review Period to also make objections to the New Survey (“Objection Notice”such timely objections being referred to as the "Survey Objections"). Any exception title encumbrances, matters or exceptions which are set forth in the Commitment or on the New Survey and to which Purchaser Buyer does not object within the Title Review Period, shall be considered a deemed to be Permitted Exceptions to the status of Seller's title (the "Permitted ExceptionExceptions"). In Likewise, any Survey Objections that Buyer does not timely make with respect to the event Purchaser Survey, if any, shall also be deemed to be Permitted Exceptions. Notwithstanding the foregoing, if notice of Objections and/or Survey Objections (collectively, the "Buyer's Objections") is not timely provides Seller an Objection Noticegiven by Buyer, Seller then Buyer shall be deemed to have objected to all matters set forth in the Commitment and the New Survey and shall have the right, but not the obligation, at its sole cost, elected to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten (10) days following delivery of the Objection Notice (“Seller’s Cure Period”). In the event Seller is unable or unwilling to eliminate or modify such unacceptable exceptions or conditions to the satisfaction of Purchaser within Seller's Cure Period, and so notifies Purchaser in writing (the “No Cure Notice”), then in that event Purchaser may elect in writing delivered to Seller within ten (10) days following delivery of the No Cure Notice to Purchaser to elect to either (1) waive such Objections, orterminate this Contract.

Title Commitment. Within five (5) Business Days after business days from the Effective DateOpening of Escrow, Seller Sellers shall request from cause the Title Company to deliver to Buyer and Sellers (and their respective legal counsel) a title current commitment for the Property (the "Seller's Title Commitment"), specifying Seller as the record owner of the Property, showing Purchaser as the prospective named insured, in the amount of the Property Purchase Price, showing the status of title of the Property and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property) which would appear in the a CLTA Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to thereinInsurance (the “Title Commitment”). Within five business days after receipt of the title commitment and related documents by Seller, Seller shall convey it to Purchaser. Seller Sellers shall deliver to Purchaser title Buyer, as part of the Due Diligence Materials, existing surveys of any of the Properties, if any. If Buyer desires to update the surveys delivered pursuant to this Section 4.1 or to obtain a new survey (collectively, the “Updated Survey”), then, it may do so, at closing subject only Buyer’s sole cost and expense, and shall deliver a copy thereof to Sellers (and their legal counsel). During the forty (40) day period after the Effective Date (the “Title/Survey Review Period”), Buyer shall review and approve or object to the "Permitted Exceptions,” condition of title to each Property as defined hereinset forth on the Title Commitment and any Updated Survey. Purchaser shall have a period (In the "event that Buyer objects to any Seller’s title for any reason or to any other item disclosed by each Title Commitment or any Updated Survey, Buyer shall, during the Title/Survey Review Period", deliver written notice (“Buyer’s Title Notice”) ending on to Sellers specifically identifying all objections (“Title Objections”) to any such item or to the date which is fifteen (15) business days after condition of any Seller’s title. Buyer’s Title Notice also may identify the date on which Purchaser receives form of title policy and endorsements required by Buyer. Failure of Buyer to provide a Buyer’s Title Notice within the last Title/Survey Review Period shall be deemed approval by Buyer of (i) the Title Commitment; and (ii) true, legible copies condition of all instruments referred title to each Property as set forth in the Title Commitment. Sellers shall, within three (3) business days following receipt of the Buyer’s Title Notice, deliver written notice (“Sellers’ Title Notice”) to Buyer informing Buyer whether or not Sellers desire, in Sellers’ sole discretion, an opportunity to eliminate or cure any such matter to which an objection has been raised. If Sellers elect, or are deemed to notify Seller have elected, not to remove or otherwise cure an exception disapproved in Buyer’s Title Notice, Buyer shall have until the expiration of any objections Purchaser has the Due Diligence Period to any matters shown or referred deliver to in the Title Commitment Sellers written notice (“Objection Buyer’s Approval Notice”). Any exception to ) which Purchaser does not object shall be considered a "Permitted Exception"deemed to be Buyer’s election to waive the objection. If Sellers have not received the Buyer’s Approval Notice from Buyer by the expiration of the Due Diligence Period, the Buyer shall be deemed to have disapproved the Sellers’ Title Notice and deemed to have elected to terminate this Agreement. In the event Purchaser timely provides Seller that Sellers advise Buyer in Sellers’ Title Notice that Sellers will attempt to eliminate or cure any matter to which an Objection Noticeobjection is made, Seller Buyer’s right to terminate this Agreement will be suspended, and Sellers shall use commercially reasonable efforts to eliminate or cure such matter prior to the Closing Date; provided, however, that if Sellers fail to eliminate or cure any such matter that Sellers have agreed to attempt to eliminate or cure, despite Sellers’ commercially reasonable efforts to do so, on or prior to the Closing Date, Sellers shall not be in default or breach of this Agreement, and Buyer shall have the right, but not as of the obligationClosing Date, at its sole costto either: (A) terminate this Agreement, in which event the Deposit shall be refunded to Buyer, and the parties shall have no further obligations to each other under this Agreement, except for obligations which expressly survive the termination of this Agreement; or (B) waive such failure by Sellers, in writing, and accept title to such Property subject to the matters to which Buyer has objected and Sellers were unable to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten (10) days following delivery of the Objection Notice (“Seller’s Cure Period”). In the event Seller is unable or unwilling to eliminate or modify such unacceptable exceptions or conditions cure prior to the satisfaction of Purchaser within Seller's Cure Period, Closing Date. Sellers’ failure to provide Buyer with Sellers’ Title Notice shall be deemed to be Sellers’ election to not cure any matter objected to by Buyer in Buyer’s Title Notice. and so notifies Purchaser in writing (the “No Cure Notice”), then in that event Purchaser may elect in writing delivered to Seller within ten (10) days following delivery of the No Cure Notice to Purchaser to elect to either (1) waive such Objections, orJoint Escrow Instructions

Title Commitment. Within Seller shall cause the Title Company to deliver to Buyer within five (5) Business Days business days after the Effective Date, Seller shall request from Date a current title insurance commitment issued by the Title Company a title commitment for covering the Real Property (the "Seller's Title Commitment"), specifying Seller as the record owner of the Property, showing Purchaser as the prospective named insured, in the amount of the Property Purchase Price, showing the status of title of the Property and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property) which would appear in the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to therein. Within five business days after receipt of the title commitment and related documents by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period Price (the "Review PeriodPreliminary Title Commitment") ending on accompanied by copies of the date which is exceptions to title set forth in the Preliminary Title Commitment. Buyer shall be solely responsible for negotiating with the Title Company to obtain the deletion of or to obtain affirmative coverage over any such exceptions, and for obtaining such endorsements as Buyer may desire. Buyer shall have until fifteen (15) business days after delivery of the date on which Purchaser receives Preliminary Title Commitment and the last existing survey described in Section 5(b) below (the "Title and Survey Review Period") to review title and survey and to obtain the agreement of the Title Company with respect to the exceptions to title and endorsements to be issued to Buyer by the Title Company. If Buyer has reached such an agreement with the Title Company upon expiration of the Title and Survey Review Period, the Preliminary Title Commitment in the form agreed to between Buyer and the Title Company shall be the "Approved Title Commitment." If Buyer has not reached such an agreement with the Title Company at the end of the Title Survey Review Period or otherwise approved the condition of title, Buyer may (i) terminate this Agreement and the Title Commitment; and Xxxxxxx Money shall be promptly returned to Buyer or (ii) trueproceed with the purchase of the Property as set forth in Paragraph 6(g) below (subject to any other applicable contingencies), legible copies in which case the Preliminary Title Commitment as it exists at the expiration of all instruments referred to in the Title and Survey Review Period shall be the "Approved Title Commitment." "Permitted Exceptions" shall mean the following: (x) the title exceptions listed on the Approved Title Commitment, in which to notify Seller of any objections Purchaser has to any matters shown or referred to in and (y) the Title Commitment (“Objection Notice”). Any standard printed exceptions, except that the exception to which Purchaser does not object for taxes shall be considered a modified to read "Permitted Exception". In real property taxes and assessments for 2000 and subsequent years." At the event Purchaser timely provides Seller an Objection NoticeClosing, Seller shall have pay that portion of the right, but not cost of issuance of a standard owner's policy of title insurance to Buyer (the obligation, at its sole cost, "Title Policy") attributable to eliminate the Title Policy prior to any negotiations of Buyer for deletion of or modify affirmative coverage over any such unacceptable exceptions or conditions for Buyer's endorsements, and Buyer shall give Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten (10) days following delivery pay all costs over and above the basic cost of the Objection Notice Title Policy (“Seller’s Cure Period”). In including any costs attributable to Buyer's negotiations, the event Seller is unable or unwilling cost of any endorsements Buyer may request and any costs associated with upgrading to eliminate or modify such unacceptable exceptions or conditions to the satisfaction of Purchaser within Seller's Cure Period, and so notifies Purchaser in writing (the “No Cure Notice”an ALTA policy), as well as the cost of any title insurance premiums and charges resulting from requirements imposed by Buyer's lender, if any. If on the Closing Date, the Real Property is subject to any liens, encumbrances or title defects (other than the Permitted Exceptions) which did not arise because of a default by Seller hereunder, then in that event Purchaser may elect in writing delivered Seller shall not be obligated to Seller within ten (10) days following delivery of the No Cure Notice cure or attempt to Purchaser to elect to either (1) waive cure such Objections, ordefect.

Title Commitment. Within (a) Purchaser acknowledges receipt of that certain title insurance commitment issued by the Commonwealth Land Title Insurance Company under Commitment No. S-04 0425 (the “Title Commitment”), that Purchaser and Seller have reviewed all of the matters shown on the Title Commitment, and agree that the state of title shown on the pro forma title policy attached hereto as Exhibit G so long as the Existing Legal Discrepancy is resolved constitutes an acceptable state of title to be conveyed by Seller to Purchaser at Closing and that the exceptions noted thereon constitute Permitted Exceptions (subject, however, to Purchaser obtaining the Updated Survey and providing the same to the Title Company as required by the pro forma title policy). By the date (the “New Objection Date”) which is five (5) Business Days after Purchaser’s counsel receives notice of any new exception to the Effective Date, Seller shall request from title to the Real Property raised by the Title Company a after the effective date of the Title Commitment and prior to the Closing (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing), Purchaser shall provide Seller with written notice of its objection to such new exception if Purchaser deems same unacceptable (“Title Objections”). Seller covenants and agrees that neither it nor Seller’s Affiliates shall voluntarily place or allow any defects, objections or exceptions to title commitment for to the Property (the "Seller's Title Commitment"), specifying Seller as the record owner of the Property, showing Purchaser as the prospective named insured, in the amount of the Property Purchase Price, showing the status of title of the Property and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property) which would appear in the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to therein. Within five business days after receipt of the title commitment and related documents by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period (the "Review Period") ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last of (i) the Title Commitment; and (ii) true, legible copies of all instruments referred to in the Title Commitment, in which to notify Seller of any objections Purchaser has to any matters shown or referred to in the Title Commitment without Purchaser’s consent, which consent may be granted or withheld in Purchaser’s sole discretion (a “Objection Notice”). Any exception to which Purchaser does not object shall be considered a "Permitted Exception". In the event Purchaser timely provides Seller an Objection Notice, Seller shall have the right, but not the obligation, at its sole cost, to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten (10) days following delivery of the Objection Notice (“Seller’s Cure PeriodVoluntary New Title Defect”). In the event Seller is unable or unwilling does not receive the Title Objections by the New Objection Date, Purchaser will be deemed to eliminate or modify such unacceptable have accepted the exceptions or conditions to title set forth on any updates to the satisfaction Title Commitment as Permitted Exceptions. Exhibit G constitutes a preliminary title report or title commitment, by the terms of which the Title Company agrees to issue to Purchaser within Seller's Cure Periodat Closing, at Purchaser’s sole cost and so notifies Purchaser in writing expense, an owner’s policy of title insurance (the “No Cure NoticeTitle Policy”) in the amount of the Purchase Price on the then standard ALTA owner’s form insuring Purchaser’s fee simple title to the Real Property, subject to the terms of such policy and the exceptions described therein (including, without limitation, the standard or general exceptions). Subject to this Section 6.2(a), then in that event Purchaser may elect in writing delivered all matters shown on the Existing Survey and the exceptions shown on Exhibit G (collectively, the “Permitted Exceptions”) are conclusively deemed to Seller within ten (10) days following delivery of the No Cure Notice be acceptable to Purchaser to elect to either (1) waive such Objections, orPurchaser.

Title Commitment. Within five (5) Business Days after Buyer acknowledges that it has received the Effective Date, Seller shall request from the Commitment for Title Company a title commitment Insurance for the Property (the "Seller's Title Commitment"), specifying Seller as the record owner of the Property, showing Purchaser as effective May 30, 2019 and updated August 29, 2019, Commitment No. [***] (the prospective named insured, in the amount of the Property Purchase Price, showing the status of title of the Property and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property) which would appear in the Owner’s Policy of “Title Insurance, when issuedCommitment”), together with true, correct and legible copies of all items and documents referred appearing as title exceptions. Buyer shall have the right to therein. Within five business days after receipt of the have title commitment and related documents by Seller, Seller shall convey it updated from time to Purchaser. Seller shall deliver to Purchaser title at closing subject only time prior to the "Permitted Exceptions,” as defined herein. Purchaser Closing, and shall have a period (the "Review Period") ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last of (i) the Title Commitment; and (ii) true, legible copies of all instruments referred provide to in the Title Commitment, in which Seller any update to notify Seller of any objections Purchaser has to any matters shown or referred to in the Title Commitment (as applicable, an “Objection NoticeUpdate”) that Buyer obtains promptly following Buyer’s receipt thereof. Buyer shall give Seller prompt written notice of any exception to title to the Property in the Update that is not a Permitted Exception and to which Buyer objects (an “Objection”). Any exception Seller shall have no obligation to which Purchaser bring any action or proceeding, or to incur any expense or liability, to remove any Objection (including any judgments recorded against the Property, a “Lien or Judgment”) that is not a Required Removal Exception. “Required Removal Exception” means the following:(i) all Seller Financings Liens, (ii) any mechanic’s or materialmen’s liens recorded against the Property for work done by or on behalf of Seller or any of its Affiliates, (iii) any federal tax lien recorded against the Property, and (iv) any Lien or Judgment (excluding any Lien or Judgment arising under the foregoing clauses (i), (ii) or (iii)) that, when aggregated with any other Lien or Judgment under this clause (iv) (excluding any Lien or Judgment arising under the foregoing clauses (i), (ii) or (iii)), does not object shall be considered a "Permitted Exception"exceed $15,000,000. In the event Purchaser timely provides Seller an Objection Noticecase of any Required Removal Exception described in the foregoing clauses (ii), (iii) or (iv), Seller shall have the right, but not the obligation, at option (in its sole costdiscretion) of bonding over such lien or Lien or Judgment, escrowing sufficient funds with the Title Insurer, indemnifying the Title Insurer or taking any other similar action at or prior to eliminate Closing such that such lien or modify such unacceptable exceptions Lien or conditions Judgment is omitted from the Title Policy (or is otherwise insured over by the Title Insurer) without additional cost to Buyer and thereafter Seller shall give Purchaser written notice of Seller’s intent be deemed to eliminate or modify such unacceptable exceptions or conditions within ten (10) days following delivery of the Objection Notice (“Seller’s Cure Period”). In the event Seller is unable or unwilling to eliminate or modify such unacceptable exceptions or conditions to the satisfaction of Purchaser within Seller's Cure Periodhave satisfied, and so notifies Purchaser in writing (caused the “No Cure Notice”)release of, then in that event Purchaser may elect in writing delivered to Seller within ten (10) days following delivery of the No Cure Notice to Purchaser to elect to either (1) waive such Objections, orRequired Removal Exception.

Title Commitment. Within five Seller has ordered (5and upon receipt shall deliver to Buyer ) Business Days after the Effective Date, Seller shall request from the Title Company a title an update of that certain commitment for the Property title insurance dated April 17, 1997 under No. ABC568975 (the NBU File No. 970954) ("Seller's Title Commitment") covering the Property from Chicago Title Insurance Company (which company, in its capacity as title insurer hereunder, is herein called the "Title Company"), specifying together with copies of all exceptions to title referenced thereto. In addition, Seller as the record owner of the Property, showing Purchaser as the prospective named insured, in the amount has delivered to Buyer a survey of the Property Purchase Pricedated May 21, showing the status of title of the Property 1997, prepared by Fxxxxxx & Halbe Engineering Company, which survey shall be certified to Buyer and listing all exceptions Title Company (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property) which would appear in the Owner’s Policy of "Survey"). If Buyer shall fail to deliver written notice ("Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to therein. Within five business days after receipt of the title commitment and related documents by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period (the "Review PeriodObjection Notice") ending setting forth those title and survey matters to which Buyer objects on or before the date which is fifteen (15) business days after the date on which Purchaser receives the last its receipt of (i) the Title Commitment; and (ii) true, legible copies of all instruments referred to in the Title Commitment, in which to notify Seller of any objections Purchaser has to any matters shown or referred to in the Title Commitment and the Survey (“Objection Notice”the "Title Review Period"). Any exception to which Purchaser does not object , Buyer shall be considered a "Permitted Exception"deemed to have approved the exceptions to title shown on the Preliminary Title Report and the matters disclosed on the Survey. In the event Purchaser timely provides Seller an Within seven (7) days after Seller's receipt of Buyer's Title Objection Notice, Seller shall inform Buyer whether the Seller shall, prior to the expiration of the Due Diligence Period, cure those title and survey matters contained in Buyer's Title Objection Notice (it being acknowledged by Buyer that Seller shall not be obligated to expend any monies or execute any affidavits or certificates in order to cure any of said title and survey matters). Approval by Buyer of any additional exceptions to title or survey matters disclosed after the end of the Title Review Period shall be a condition precedent to Buyer's obligation to purchase the Property (Buyer hereby agreeing that such approval shall not be unreasonably withheld). Unless Buyer gives written notice that it disapproves any such additional exceptions to title or survey matters, stating the exceptions so disapproved, on or before the sooner to occur of 5 business days after receipt of written notice thereof or the Closing Date, Buyer shall be deemed to have approved said exceptions or survey matters. If for any reason, on or before the right, Closing Date Seller does not cause such exceptions to title or survey matters which Buyer disapproves (to the extent Buyer is permitted hereunder to so disapprove) to be removed at no cost or expense to Buyer (Seller having the right but not the obligationobligation to do so), at its sole costthe obligation of Seller to sell, and Buyer to eliminate or modify such unacceptable exceptions or conditions buy, the Property as herein provided shall terminate (and Seller and Buyer shall give Purchaser written have no further obligations in connection herewith). Buyer shall have the option to waive the condition precedent set forth in this paragraph 4A(1) by notice of to Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten (10) days following delivery of the Objection Notice (“Seller’s Cure Period”). In the event Seller is unable or unwilling of such waiver, such condition shall be deemed satisfied. All matters set forth on the Preliminary Title Report which are not timely objected to eliminate or modify such unacceptable exceptions or conditions by Buyer, are herein called the "Permitted Exceptions". The term "Permitted Exceptions" shall additionally include (i) any title matters objected to the satisfaction of Purchaser within Seller's Cure Periodby Buyer, which objections are subsequently waived in writing by Buyer, and so notifies Purchaser in writing (the “No Cure Notice”)ii) any title matters objected to by Buyer, then in that event Purchaser may elect in writing delivered which objections are cured to Seller within ten (10) days following delivery of the No Cure Notice to Purchaser to elect to either (1) waive such Objections, orBuyer's satisfaction.

Title Commitment. Within five ten (510) Business Days business days after the Effective Date, Date of Agreement Seller shall request from the Title Company deliver to Purchaser a current Texas form title commitment for (or such other comparable form as may be reasonably acceptable to Purchaser and customary in the state where the Property is located) (the "Seller's Title Commitment"), specifying Seller as ) for an owner's title insurance policy issued by the record owner title company identified in Line 10 of the Property, showing Purchaser as Summary Statement (the prospective named insured, "Title Company") in the amount of the Property Purchase Price, showing covering title to the status of title of the Property Land, Improvements and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property) which would appear in the Owner’s Policy of Title Insurance, when issuedAppurtenant Rights, together with true, correct and legible copies of all items and each of the documents referred to underlying the title exceptions listed therein. Within five business days after receipt of the title commitment and related documents by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period (the "Review Period") ending on On or before the date which is fifteen five (155) business days after the date on which Purchaser receives the last Purchaser's receipt of (i) the Title Commitment; and Commitment (ii) true"Title Objection Date"), legible copies of all instruments referred to in the Title Commitment, in which to Purchaser will notify Seller of any objections Purchaser has in writing as to any matters shown or referred to those title exceptions listed in the Title Commitment which it will accept as Permitted Exceptions (“Objection the "Exception Notice”"). Any exception If Purchaser fails to which Purchaser does not object provide Seller the Exception Notice on or before the Title Objection Date, the title exceptions listed in the Title Commitment shall be considered a "deemed to be Permitted Exception"Exceptions and Purchaser shall be deemed to have waived its right to object to such exceptions. In the event Purchaser timely provides Seller an Objection Notice, Seller shall have the right, but not the obligation, at its sole costuntil the sooner of (x) the Closing Date, to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within (y) the date which is ten (10) days following delivery of after the Objection date Seller receives the Exception Notice (“Seller’s Cure Period”). In the event Seller sooner of which is unable hereinafter referred to as the "Title Clearance Date") to have all title exceptions other than Permitted Exceptions (collectively, the "Unpermitted Exceptions") removed from the Title Commitment or unwilling to eliminate or modify such unacceptable exceptions or conditions have Title Company commit to the satisfaction of Purchaser within insure, at Seller's Cure Periodexpense, against any and so notifies all loss or damage that may be occasioned by any such Unpermitted Exceptions. If Seller fails on or before the Title Clearance Date to reasonably demonstrate to Purchaser that the Unpermitted Exceptions have been removed, or in writing the alternative, that Seller has obtained a commitment for title indemnification or title insurance over such Unpermitted Exceptions in form reasonably acceptable to Purchaser, then, in either such case, Purchaser shall, as its sole remedy, have the option (the “No Cure Notice”), then in that event Purchaser may elect in writing delivered to Seller within ten (10"Title Election") days following delivery of the No Cure Notice to Purchaser to elect to either (i) terminate this Agreement, whereupon the parties hereto shall have no further obligations hereunder (except for obligations which are expressly intended to survive the termination of this Agreement), and receive a return of the Earnest Money, or (ii) proceed with Closing, in which event the Purcxxxx Xxice shall be reduced by an amount equal to the aggregate amount of all tax, judgment, mechanics' and lender's liens of a definite and ascertainable amount that constitute Unpermitted Exceptions and Purchaser shall be deemed to have waived any objection to any other Unpermitted Exceptions. If Purchaser fails to notify Seller of its Title Election within five (5) days after the Title Clearance Date, Purchaser shall be deemed to have elected to proceed with the Closing, as set forth in subclause (ii) above. The provisions of this Section 6 shall survive the termination of this Agreement. Notwithstanding the foregoing, Purchaser acknowledges and agrees that Seller recently refinanced the Property and in connection therewith provided a title insurance policy (number 00908922) dated April 15, 2002 and hand marked May 1, 2002 from the Title Company to its lender, National City Bank, a copy of which has been provided to Purchaser (the "Existing Lender's Title") waive and that all exceptions from coverage other than the loan insured thereby listed in such ObjectionsExisting Lender's Title shall constitute Permitted Exceptions for purposes of this Agreement. In addition, oranything contained in this Agreement to the contrary, the Purchaser shall be responsible for the cost of any title insurance premium in excess of title insurance coverage of $6,600,000.

Title Commitment. Within five Purchaser hereby acknowledges receipt of those ---------------- certain commitments for title insurance issued by Chicago Title Insurance Company with respect to a portion of the Land (5together covering all of the Land), having an effective date of February 19, 1998 (Commitment No. 209703421), February 23, 1998 (Commitment No. 209800811), and November __, 1998 (Commitment No. _____________) Business Days after the Effective Date(collectively, Seller shall request from the Title Company a title commitment for the Property (the "Seller's Title Commitment"), specifying Seller as ) and containing the record owner commitment of the Property, showing Purchaser as the prospective named insuredsaid title company to issue its ALTA Form of title insurance policy, in an amount equal to the amount of the Property Purchase Price, showing the status of title of the Property and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property) which would appear in the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to therein. Within five business days after receipt of the The title commitment and related documents by Seller, Seller so issued shall convey it be later dated to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period (the "Review Period") ending on the date which is not more than fifteen (15) business days after prior to the Closing Date. Each title commitment delivered hereunder shall be conclusive evidence of Good and Marketable Title as therein shown, subject only to those exceptions as therein stated. If any later date on which Purchaser receives title commitment discloses exceptions to title other than the last of Permitted Exceptions (i) whether or not the Title Commitment; and (ii) true, legible copies of all instruments referred Company is prepared to in the Title Commitment, in which to notify Seller of any objections Purchaser has to any matters shown or referred to in the Title Commitment (“Objection Notice”insure over such exceptions). Any exception to which Purchaser does not object shall be considered a "Permitted Exception". In the event Purchaser timely provides Seller an Objection Notice, Seller shall have until the rightClosing Date to have those exceptions removed from the commitment or, but in the case of exceptions which may be removed with the payment of money, deliver the undertaking of the Title Company to insure over such exceptions. If Seller fails to have any such exceptions removed (or insured over as above provided) on or prior to the Closing Date, then provided such unpermitted exceptions are not the obligationresult of a breach or default of Seller under SECTION 6.1.5 or SECTION 6.1.9 of this Agreement, at its sole cost, to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten (10) days following delivery of the Objection Notice (“Seller’s Cure Period”). In the event Seller is unable or unwilling to eliminate or modify such unacceptable exceptions or conditions to the satisfaction of Purchaser within Seller's Cure Period, and so notifies Purchaser in writing (the “No Cure Notice”), then in that event Purchaser may elect in writing delivered (as its sole remedy for Seller's failure to Seller have such title exceptions removed or insured over), by delivery of notice to that effect at any time within ten thirty (1030) days following delivery after the Closing Date, either (i) to take title as it then is, with the right to deduct from the Purchase Price liens or encumbrances of a definite or ascertainable amount (in which case such exceptions shall thereafter be deemed "Permitted Exceptions"), or (ii) to terminate this Agreement, and all of the No Cure Notice rights and remedies of the parties hereto, whereupon the Deposit shall be returned to Purchaser. If such unpermitted exceptions are the result of a breach or default of Seller under SECTION 6.1.5 or SECTION 6.1.9 of this Agreement, Purchaser to elect to either (1) waive such Objections, orshall have the rights and remedies provided for in SECTION 7.2 hereof in the event of a default of Seller hereunder.

Title Commitment. Within five (5) Business Days after the Effective Date, Seller shall request from the Title Company cause to be furnished to Buyer, at Buyer's sole cost and expense, a current ALTA title commitment for the Property (the "Seller's Title CommitmentTITLE COMMITMENT") issued by a nationally recognized title insurance company reasonably acceptable to both parties (the "TITLE COMPANY"), specifying Seller as together with legible copies of all exceptions to title referenced therein. The Title Commitment shall set forth the record owner state of title to the Real Property, showing Purchaser as the prospective named insured, in the amount of the Property Purchase Price, showing the status of title of the Property and listing together with all exceptions (or conditions to such title, including, but not limited towithout limitation, all easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and all other conditions, if any, encumbrances affecting the Property) Real Property which would appear in an owner's title policy, if issued. The Title Commitment shall contain the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to therein. Within five business days after receipt express commitment of the Title Company to issue an owners' (or leasehold, as appropriate) title commitment and related documents by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period policy (the "Review PeriodTITLE POLICY") ending on to Buyer in an amount equal to that portion of the date which is fifteen Purchase Price allocated to the Real Property as improved, insuring good, marketable and merchantable fee simple (15) business days after full ownership), or leasehold, as the date on which Purchaser receives case may be, title to the last of (i) owned Real Property. The Title Commitment shall provide that the Title Commitment; Policy when issued shall have all Standard and (ii) trueGeneral Exceptions deleted so as to afford full "extended form coverage," except for the standard exception as to taxes which shall be limited to taxes for the current and subsequent years "not yet due and payable," and shall contain such endorsements or other affirmative coverage that the Buyer may reasonably require. At Closing, legible copies of all instruments referred to in the Title Commitment, in which to notify Seller of any objections Purchaser has to any matters shown or referred to in shall cause the Title Commitment (“Objection Notice”). Any to be later-dated and the so-called "gap" exception to which Purchaser does not object be deleted to cover the Closing and the recording of the deeds to be delivered at Closing and shall be considered cause the Title Company to deliver to Buyer a "marked Title Commitment or pro forma Title Policy, with endorsements, as directed by Buyer. The Title Policy shall show that the owned Real Property is free -29- 39 from all liens, liabilities, encumbrances and defects in title other than the Permitted Exception"Encumbrances. In the event Purchaser timely provides Seller Buyer requests, and at Buyer's expense, the Title Company shall issue a mortgage title policy in an Objection Noticeamount up to the Purchase Price which is allocated to the owned Real Property as improved, at simultaneous issue rates. Seller shall have execute such certificates and affidavits as may be reasonably required in connection with the right, but not the obligation, at its sole cost, to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten (10) days following delivery issuance of the Objection Notice (“Seller’s Cure Period”). In the event Seller is unable or unwilling to eliminate or modify such unacceptable exceptions or conditions to the satisfaction of Purchaser within Seller's Cure Period, Title Policy and so notifies Purchaser in writing (the “No Cure Notice”), then in that event Purchaser may elect in writing delivered to Seller within ten (10) days following delivery of the No Cure Notice to Purchaser to elect to either (1) waive such Objections, orany endorsements.

Title Commitment. Within five Buyer, at Buyer’s cost, shall have the right to obtain the following: (5i) Business Days after the Effective Date, Seller shall request from the an ALTA Form B Owner's Title Company a title commitment for Insurance Commitment covering the Property (issued by a reputable title insurance company pursuant to which the "Sellertitle company agrees to issue to Buyer, at Closing, an owner's Title Commitment"), specifying Seller as the record owner policy of the Property, showing Purchaser as the prospective named insured, title insurance in the amount of the Property Purchase Pricepurchase price, showing consistent with the status of title of the Property and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property) which would appear in the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to therein. Within five business days after receipt of the title commitment and related documents by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period (the "Review Period") ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last of (i) the Title Commitment; and (ii) truea current boundary or ALTA/ACSM Land Title survey of the Property, legible copies showing all improvements, easements and matters referenced on the Title Insurance Commitment, certified to Buyer, its counsel, and the Title Company (the "Survey"). If Buyer shall have any objection(s) with respect to the status of all instruments referred title to the Property as reflected in the Title CommitmentCommitment and/or the Survey which render title unmarketable or which would interfere with Buyer’s intended use of the Property, in which to Buyer may notify Seller of any such objections Purchaser has to any matters shown on or referred to in before the expiration of the Inspection Period (as hereinafter defined) (the "Buyer’s Title Commitment (“Objection Notice”"). Any exception matters shown in the Commitment and Survey to which Purchaser Xxxxx does not object timely object, except as otherwise provided herein, shall be considered a deemed "Permitted ExceptionEncumbrances". In the event Purchaser the Commitment or the Survey reflects any defect or title condition to which Buyer timely provides Seller an Objection Noticeobjects, then Seller shall have be required to use its commercially reasonable efforts to cause all such defects and title conditions to be cured no later than the right, but not the obligation, at its sole cost, to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten date which is sixty (1060) days following delivery receipt of the Buyer's Title Objection Notice (“"Seller’s 's Title Cure Period”"), it being understood that Seller shall not be obligated to institute litigation in connection with same. In the event Seller is unable or unwilling to eliminate or modify such unacceptable exceptions or conditions Notwithstanding anything to the satisfaction of Purchaser within contrary contained in this Contract, Buyer need not object to and Seller shall, on or before the Closing Date, remove or satisfy (1) judgments against Seller's Cure Period, and so notifies Purchaser in writing (2) other monetary liens (including any mortgages, deeds of trust, mechanic’s, materialmen’s or vendor’s liens with respect to the Property and any real estate tax liens (including improvement district and special taxing district liens) other than liens for ad valorem taxes and assessments not yet due and payable (collectively, “No Cure NoticeMonetary Liens”), then in that event Purchaser may elect in writing delivered to Seller within ten (10) days following delivery none of the No Cure Notice to Purchaser to elect to either (1) waive such Objections, orwhich shall be deemed Permitted Encumbrances.

Title Commitment. Within five (5a) Business Days after Prior to the Effective Dateexecution and delivery hereof, Seller shall request from has caused the Title Company to furnish to Purchaser a preliminary title report or title commitment for the Property with an effective date of May 27, 2010 and a draft date of June 10, 2010 (the "Seller's Title “Commitment"”), specifying Seller as by the record owner terms of which the Title Company agrees to issue to Purchaser at Closing an owner’s policy of title insurance (the “Title Policy”) in the amount of the PropertyPurchase Price on the ALTA Owner Policy of Title Insurance with extended coverage (subject to the terms of this Section 6.2(a)), showing Standard Form Rev. 6/17/06 (as amended to date), insuring Purchaser’s fee simple title to the Real Property to be good and indefeasible, subject to the terms of such policy and the exceptions described therein. Notwithstanding anything to the contrary contained in this Section 6.2(a), the Title Policy may except from extended coverage any unrecorded liens or claims (or right to liens or claims) for work, services, labor or materials performed or supplied by, for or on behalf of any Tenants under the Tenant Leases other than work being performed directly by Seller or Seller’s agents for or on behalf of any Tenant (each lien or claim hereinafter referred to as, a “Tenant Lien Exception”); provided, however, if a Tenant Lien Exception has been filed or recorded in the Official Records prior to the Closing Date, then the terms and conditions of Sections 6.2(b) and (c) shall apply with respect to such Tenant Lien Exception. As a condition to Purchaser’s obligation to close, the Title Company shall deliver the Title Policy to Purchaser at Closing effective as of the prospective named insureddate and time of the recording of the Deed, in the amount of the Property Purchase Price, showing insuring Purchaser as owner of fee simple title to the status of title of the Property Real Property, and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property) which would appear in the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to therein. Within five business days after receipt of the title commitment and related documents by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,. Notwithstanding the foregoing, the Title Policy may be delivered after Closing if at the Closing the Title Company issues a currently effective, duly executed “marked up” as defined herein. Purchaser shall have a period (Commitment and irrevocably commits in writing to issue the "Review Period") ending on Title Policy in the date which is fifteen (15) business days form of the “marked up” Commitment promptly after the date on which Purchaser receives the last of (i) the Title Commitment; and (ii) true, legible copies of all instruments referred to in the Title Commitment, in which to notify Seller of any objections Purchaser has to any matters shown or referred to in the Title Commitment (“Objection Notice”). Any exception to which Purchaser does not object shall be considered a "Permitted Exception". In the event Purchaser timely provides Seller an Objection Notice, Seller shall have the right, but not the obligation, at its sole cost, to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten (10) days following delivery of the Objection Notice (“Seller’s Cure Period”). In the event Seller is unable or unwilling to eliminate or modify such unacceptable exceptions or conditions to the satisfaction of Purchaser within Seller's Cure Period, and so notifies Purchaser in writing (the “No Cure Notice”), then in that event Purchaser may elect in writing delivered to Seller within ten (10) days following delivery of the No Cure Notice to Purchaser to elect to either (1) waive such Objections, orClosing Date.

Title Commitment. Within five (5) Business Days after the Effective DateBuyer shall be responsible, Seller shall request from the Title Company a at its expense, for obtaining such title commitment for the Owned Real Property (the "Seller's “Title Commitment"”) issued by such title insurance company as shall be acceptable to Buyer and Seller (the “Title Company”). Buyer shall be entitled to object to any title matters shown on the Title Commitment or Surveys, specifying in its discretion, by a written notice of objections delivered to Seller as the record owner on or before October 15, 2014. Buyer agrees that each of the PropertyPermitted Encumbrances listed in Schedule 3.12 shall not be included in any such notice of objections, showing Purchaser as unless any such Permitted Encumbrance would materially impair the prospective named insured, continued use and operation of the Healthcare Facilities in the amount of the Property Purchase Price, showing the status of title of the Property and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property) which would appear in the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to therein. Within five business days after receipt of the title commitment and related documents manner currently operated by Seller, Seller shall convey it to Purchaser. Seller shall deliver have no obligation to Purchaser remove or cure title objections, except for the following items, which shall be removed or cured by Seller by or at closing subject only Closing: (i) lien for taxes for calendar years prior to 2014, (ii) the "Permitted Exceptions,” Deed of Trust, Security Agreement and Fixture Filing securing future advances dated March 19, 2012 between Seller, as defined herein. Purchaser shall have a period grantor, and Pioneer Bank, SSB, as beneficiary, recorded in Deed Book 0230, Page 62 of the real estate records of Callaway County, State of Missouri, (the "Review Period"iii) ending on the date that certain Security Agreement between Seller and Pioneer Bank, SSB, as secured party, dated March 19, 2012, and (iv) any exceptions or encumbrances to title which is fifteen (15) business days are created by Seller after the date on which Purchaser receives the last of (i) the Title Commitment; this Agreement and (ii) true, legible copies of all instruments referred to in the Title Commitment, in which to notify Seller of any objections Purchaser has not permitted by Section 5.3(j). As to any matters shown other exceptions or referred to in the Title Commitment (“Objection Notice”). Any exception to which Purchaser does not object shall be considered a "Permitted Exception". In the event Purchaser timely provides Seller an Objection Noticeobjections raised by Buyer, Seller shall have the right, but not the obligation, at its sole cost, to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten (10) days following delivery Business Days from the receipt of the Objection Notice (“SellerBuyer’s Cure Period”). In the event Seller is unable or unwilling notice of objections to eliminate or modify have such unacceptable exceptions or conditions objections removed, or, if acceptable to Buyer, to provide affirmative title insurance protection for such exceptions satisfactory to Buyer in Buyer’s sole discretion. If Seller fails either to provide for the satisfaction removal of Purchaser such exceptions or objections or to obtain affirmative title insurance protection for such exceptions or objections reasonably satisfactory to Buyer in Buyer’s sole discretion within Seller's Cure Period, and so notifies Purchaser in writing (the “No Cure Notice”), then in that event Purchaser may elect in writing delivered to Seller within such ten (10) day period, then Buyer may elect to terminate this Agreement by delivering written notice to Seller no later than three (3) business days following delivery such period. Buyer shall have the right at any time on or prior to the Closing Date to waive any objections that it may have made and, thereby, to preserve this Agreement in full force and effect. Buyer shall have the right to object to any adverse change in title (to the extent not arising by, through or under Buyer) which first appears of record after the date of this Agreement and on or prior to the Closing Date which change would materially adversely affect the use of the No Cure Notice Healthcare Facilities in and for substantially the use to Purchaser which such Healthcare Facilities are presently being employed or involve a loss in the fair market value (as reasonably determined by independent appraisal) of the Owned Real Property in excess of $175,000, and if Seller cannot or will not cure or satisfy any such objection (or any objection which Seller has previously undertaken to elect cure or satisfy) on or prior to the Closing Date, Buyer may either (1) terminate this Agreement or waive such Objections, orobjection.

Title Commitment. Within Seller has (i) caused to be issued and delivered to Purchaser a title commitment (the “Title Commitment”) issued by Chicago Title Insurance Company, 700 Xxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000; Attention: Mxxxx Xxxxxx (the “Title Company”), accompanied by a copy of all recorded documents affecting the Property listed as exceptions in Schedule B of the Title Commitment and (ii) delivered to Purchaser a copy of the existing ALTA survey of the Property prepared by Axxxxx X. Xxxxxxxxxx Surveyors, dated November 3, 2011 (the “Survey”). At least ten (10) Business Days prior to the Outside Termination Date, Purchaser shall furnish Seller with notice of any objections Purchaser has to the Title Commitment and Survey (the “Title Objection Date”); provided, however, Seller shall have no obligation to cure any such objections. In no event shall a failure by Purchaser to deliver notice of objections to the Title Commitment by the Title Objection Date be deemed a default by Purchaser under this Contract. Any matters existing as of the Title Objection Date to which Purchaser does not object, shall be deemed Permitted Exceptions. All defects, encumbrances, encroachments or other objections to title or the Survey or any survey of the Property or any part thereof that exist as of the Outside Termination Date and which Seller has not in this Contract or in a separate writing expressly agreed to remove, shall be deemed Permitted Exceptions. Following the Outside Termination Date, Purchaser shall notify Seller within five (5) Business Days after of becoming actually aware of any other defects, encumbrances, encroachments or other objections to title or the Effective Date, Seller shall request from the Title Company a title commitment for the Property (the "Seller's Title Commitment"), specifying Seller as the record owner of the Property, showing Purchaser as the prospective named insured, in the amount Survey or any survey of the Property Purchase Price, showing the status of title of the Property and listing all exceptions (including, but or any part thereof that are not limited to, easements, restrictions, rights-of-way, covenants, reservationsPermitted Exceptions. Any defects, encumbrances, liens and encroachments or other conditions, if any, affecting the Property) which would appear objections to title that are not Permitted Exceptions that are not timely objected to in the Owner’s Policy of Title Insurance, when issued, together accordance with true, correct and legible copies of all items and documents referred to therein. Within five business days after receipt of the title commitment and related documents by Seller, Seller this Section 8.1 shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "be deemed Permitted Exceptions,” as defined herein. Purchaser shall have a period (the "Review Period") ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last of (i) the Title Commitment; and (ii) true, legible copies of all instruments referred to in the Title Commitment, in which to notify Seller of any objections Purchaser has to any matters shown or referred to in the Title Commitment (“Objection Notice”). Any exception to which Purchaser does not object shall be considered a "Permitted Exception". In the event Purchaser timely provides Seller an Objection Notice, Seller shall have the right, but not the obligation, at its sole cost, to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten (10) days following delivery of the Objection Notice (“Seller’s Cure Period”). In the event Seller is unable or unwilling to eliminate or modify such unacceptable exceptions or conditions to the satisfaction of Purchaser within Seller's Cure Period, and so notifies Purchaser in writing (the “No Cure Notice”), then in that event Purchaser may elect in writing delivered to Seller within ten (10) days following delivery of the No Cure Notice to Purchaser to elect to either (1) waive such Objections, or.

Title Commitment. Within ten (10) days after the Inspection Commencement Date, Sellers will deliver to Buyer a copy of the Partnership's most recent title insurance policy with respect to the Real Property (the "EXISTING TITLE POLICY"), and Buyer, at Buyer's sole cost and expense, will cause the Title Agent to deliver to Buyer a Title Commitment (with a copy to Sellers) in an amount equal to the Purchase Price, with such affirmative assurances and endorsements as reasonably may be obtainable and requested by Buyer, and having an effective date subsequent to the Agreement Date. The Title Commitment will commit the Underwriter, upon satisfaction of the requirements set forth therein, to issue a Title Policy to the Partnership in the amount of the Purchase Price, subject only to the Permitted Exceptions. Within five (5) Business Days after the Effective Date, Seller shall request from days of Buyer's receipt of the Title Company Commitment and Survey (but in any event not later than three (3) days prior to the Inspection Termination Date), Buyer will notify Sellers in writing (a "TITLE DEFECT NOTICE") of any title commitment for the Property and/or survey defect(s) (the "Seller's TITLE DEFECTS") Buyer desires Sellers to cure. Sellers, at its sole option, may attempt to cure the Title CommitmentDefects identified in the Title Defect Notice prior to the Inspection Termination Date (the "CURE PERIOD"), specifying Seller as or Sellers may elect not to cure such Title Defects; provided, however, if the record owner Title Commitment reveals the existence of a mortgage, lien, monetary judgment, security interest, past due tax or assessment or other similar encumbrance of a monetary nature against the Real Property (a "MONETARY LIEN" [Existing Loan is excluded from this definition if Buyer elects to maintain Existing Loan]), then Sellers shall pay any amount due in satisfaction of each such Monetary Lien. If one or more Monetary Liens have not been satisfied before the Closing Date, then Buyer and Escrow Agent may, at Buyer's option, satisfy such Monetary Liens at Closing from the proceeds of the Property, showing Purchaser as the prospective named insured, in the amount of the Property Purchase Price. If Sellers elect not, showing or are unable, to cure such Title Defects during the status of title of the Property and listing all exceptions Cure Period, Buyer may elect to terminate this Agreement, by written notice delivered to Sellers within three (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property3) which would appear in the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to therein. Within five business days after receipt of the title commitment Sellers have advised Buyer that they elect not, or are unable to cure, such Title Defects, and related documents by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period (the "Review Period") ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last of thereafter (i) this Agreement will be null and void and the Title Commitment; parties hereto will have no further rights or obligations hereunder, except obligations of Sellers and Buyer hereunder that expressly survive any such termination, and (ii) truethe Deposit and accrued interest earned thereon shall be returned to Buyer. The Title Commitment and Survey approved by Buyer (revised, legible copies if applicable, to reflect Sellers' cure or removal of all instruments referred Title Defects as aforesaid), or, if Buyer neither approves title nor timely terminates this Agreement pursuant to in the Title CommitmentSECTION 8.4(A), in which to notify Seller of any objections Purchaser has to any matters title shown or referred to in by the Title Commitment (“Objection Notice”). Any exception to which Purchaser does not object shall be considered a "Permitted Exception". In and Survey as existing on the event Purchaser timely provides Seller an Objection NoticeInspection Termination Date, Seller shall have will constitute the right, but not the obligation, at its sole cost, to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten (10) days following delivery of the Objection Notice (“Seller’s Cure Period”). In the event Seller is unable or unwilling to eliminate or modify such unacceptable exceptions or conditions to the satisfaction of Purchaser within Seller's Cure Period, and so notifies Purchaser in writing approved title (the “No Cure Notice”"APPROVED TITLE"), then in that event Purchaser may elect in writing delivered to Seller within ten (10) days following delivery of the No Cure Notice to Purchaser to elect to either (1) waive such Objections, or.

Title Commitment. Seller shall convey good and marketable fee simple title to the Property to Purchaser at Closing, subject only to the “Permitted Encumbrances” (as defined below, or as otherwise permitted below). Within five (5) Business Days after days following the Effective Date, Seller Purchaser shall request from that the Title Company Escrow Agent prepare (and, upon receipt, provide a copy to Seller), a title commitment for the Property (the "Seller's “Title Commitment"), specifying Seller as ”) for a standard form ALTA Owner's Policy of Title Insurance (the record owner of the Property, showing Purchaser as the prospective named insured, “Title Policy”) in the amount of the Property Purchase Price, showing issued by the status of title Escrow Agent on behalf of the Property Title Company, insuring good and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting marketable fee simple title to the Property) which would appear in the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to exceptions listed therein. Within five business days after receipt of the title commitment and related documents by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period ten (the "Review Period"10) ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last following its receipt of (i) the Title Commitment; and (ii) true, legible copies of all instruments referred exceptions listed therein and the “Survey” (defined below), to in deliver to Seller written notice of Purchaser’s objections to title (the “Title Commitment, in which to notify Seller of any objections Purchaser has to any matters shown or referred to in the Title Commitment (“Objection NoticeLetter”). Any exception to which Purchaser does not object shall be considered a "Permitted Exception". In the event Purchaser timely provides Seller an Objection Notice, Seller shall have the right, but not the obligation, at 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 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 the Title Objection Letter to Purchaser’s sole satisfaction (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 each such waived title objection shall be deemed to be a “Permitted Encumbrance”, as defined below), or (ii) terminate this Agreement upon written notice to Seller and receive an immediate refund of the Xxxxxxx Money, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, in which event neither party hereto shall have any further rights or obligations under this Agreement except for the Surviving Obligations. All exceptions set forth in Schedule B of the Title Commitment (excluding preprinted exceptions) 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 Title Commitment or Survey indicates the existence of any liens, encumbrances or other defects or exceptions (the “Unacceptable Encumbrances”) which were not shown in the initial Title Commitment or Survey and that are unacceptable to Purchaser, in its sole costdiscretion, Purchaser shall within five (5) days after receipt of any such update to the Title Commitment or Survey notify Seller in writing of its objection to any such Unacceptable Encumbrance (the “Unacceptable Encumbrance Notice”). Notwithstanding anything to the contrary contained herein, Seller shall have no obligation to take any steps or bring any action or proceeding or otherwise to incur any expense whatsoever to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten (10) days following delivery any of the Objection Notice Unacceptable Encumbrances; provided, however, that Seller shall, prior to Closing, eliminate by paying, bonding around or otherwise discharging in a manner reasonably acceptable to Purchaser (i) any Unacceptable Encumbrances that are intentionally created by Seller and (ii) any mortgages, deeds of trust, deeds to secure debt, mechanics’ liens or monetary judgments that appear on the Title Commitment (“Seller’s Cure PeriodMonetary Liens”). In the event Seller is unable unable, unwilling or unwilling for any reason fails to eliminate or modify such unacceptable exceptions or conditions all of the Unacceptable Encumbrances to the sole satisfaction of Purchaser within Seller's Cure Period(other than Unacceptable Encumbrances and the Monetary Liens required to be removed by Seller in accordance with the preceding sentence), and so notifies Purchaser may terminate this Agreement by delivering notice thereof in writing (the “No Cure Notice”), then in that event Purchaser may elect in writing delivered to Seller within 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 following delivery after the Unacceptable Encumbrance Notice, in the event Seller does not timely respond thereto. Upon a termination of this Agreement pursuant to the No Cure Notice immediately preceding sentence, the Xxxxxxx Money shall be returned to Purchaser to elect to either (1) waive such ObjectionsPurchaser, orwithout the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, and neither party shall have any further rights or obligations hereunder other than the Surviving Obligations.

Title Commitment. Within five (5) Business Days after the Effective DateOpening of Escrow, Seller shall request from cooperate with Buyer to cause the Title Company to furnish to Buyer a title commitment for the Property (the "Seller's Title Commitment"), specifying Seller as the record owner ) for issuance of the Property, showing Purchaser as the prospective named insured, in the amount an ALTA Extended Owner's Policy of Title Insurance covering all of the Property to be purchased by this Agreement in an amount equal to the Purchase Price, showing issued by the status Title Company together with certified copies of title of the Property and listing all instruments reflected as exceptions (therein, including, but not limited to, any easements, restrictions, rights-of-wayreservations, terms, covenants, reservations, encumbrances, liens and other conditions, if any, affecting or conditions which may be applicable to or enforceable against any of the Property. The Title Commitment will show Seller to be owner of fee simple title and will contain the "standard printed exceptions." Within ten (10) which would appear in the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to therein. Within five business days after receipt of the title commitment and related documents by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the Title Commitment ("Permitted Exceptions,” as defined herein. Purchaser shall have a period (the "Title Review Period") ending ), Buyer shall notify Seller in writing of Buyer's disapproval of any exception shown on the date which is fifteen Title Commitment (15) business days after the date "Disapproved Exception"). Any mortgage, deed of trust, mechanic's lien, delinquent tax lien, judgment lien or other monetary lien shown on which Purchaser receives the last of (i) the Title Commitment; and (ii) true, legible copies of all instruments referred to in the Title Commitment, if any, shall be removed by Seller at its expense before or at the Closing ("Monetary Liens"). Any exception not approved by Buyer in writing within the Title Review Period shall be deemed a Disapproved Exception. Only exceptions accepted by Buyer or to which Buyer waives its objection by written notice shall be deemed accepted by Buyer ("Permitted Exceptions"). Within five (5) Business Days after receiving timely notice of any Disapproved Exception from Buyer, Seller shall deliver written notice to Buyer specifying whether Seller will remove the Disapproved Exception from the Title Commitment, except that Seller shall be required to remove all Monetary Liens as provided above. If Seller does not agree to remove any Disapproved Exception or fails to deliver such notice to Buyer, then Buyer may (i) waive Buyer's prior disapproval and proceed to close Escrow, or (ii) terminate this Agreement, in which event Escrow Holder shall cancel the Escrow and promptly return the Deposit to notify Buyer and all other documents and funds to the depositing party, and except as otherwise specified in this Agreement, the parties hereto shall have no further obligation to each other except for those obligations which expressly survive termination of this Agreement. Possession shall be delivered at Closing free and clear of all matters, except the Permitted Exceptions. Seller of shall not cause or permit any objections Purchaser has new exceptions to any matters shown or referred be recorded with respect to the Property that are not reflected in the Title Commitment (“Objection Notice”)unless approved by Buyer in writing. Any exception Seller agrees to which Purchaser does not object shall be considered a "Permitted Exception". In provide such affidavits and other documents as the event Purchaser timely provides Seller an Objection Notice, Seller shall have Title Company may require to delete all exceptions for rights of possession or for mechanic's liens from the right, but not the obligation, at its sole cost, to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten (10) days following delivery of the Objection Notice (“Seller’s Cure Period”). In the event Seller is unable or unwilling to eliminate or modify such unacceptable exceptions or conditions to the satisfaction of Purchaser within Seller's Cure Period, and so notifies Purchaser in writing (the “No Cure Notice”), then in that event Purchaser may elect in writing delivered to Seller within ten (10) days following delivery of the No Cure Notice to Purchaser to elect to either (1) waive such Objections, orTitle Policy.

Title Commitment. Within five ten (510) Business Days days after the Effective Datefiling of the Final Plat, Seller Seller, at Seller’s sole cost and expense, shall request from cause to be delivered to Purchaser a current owner’s title policy commitment (the “Commitment”) covering the Property, issued by Republic Title of Texas, Inc., 000 Xxxxxxxxxxxx, Suite 640, Fort Worth, Texas 76102 (the “Title Company”), binding the Title Company a title commitment for to issue the Property Policy (the "Seller's Title Commitment"), specifying Seller as the record owner of the Property, showing hereinafter defined) to Purchaser as the prospective named insured, in the amount of the Property Purchase Price, showing the status and accompanied by copies of title of the Property and listing all exceptions (includingrecorded documents relating to liens, but not limited torestrictions, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, matters affecting the Property) which would appear in Property (the Owner’s Policy of “Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to therein. Within five business days after receipt of the title commitment and related documents by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined hereinDocuments”). Purchaser shall have a period (give Seller written notice on or before the "Review Period") ending on the date which is expiration of fifteen (15) business days after the date on which Purchaser it receives the last of (i) the filed Final Plat, the Commitment, the Title Documents, and the Survey (hereinafter defined) (or any amendments, modifications or supplements to the filed Final Plat, the Commitment; , the Title Documents, or the Survey that reflect matters, defects, conditions or exceptions not previously set forth in a prior version of the filed Final Plat, the Commitment, the Title Documents, and (iithe Survey) true, legible copies that the condition of all instruments referred to title as set forth in the Title CommitmentCommitment is or is not satisfactory, and in which to notify Seller of any objections Purchaser has to any matters shown or referred to in the Title Commitment (“Objection Notice”). Any exception to which Purchaser does not object shall be considered a "Permitted Exception". In the event Purchaser timely provides Seller an Objection Noticestates that the condition is not satisfactory, Seller shall have the right, but not the obligation, at its sole cost, may promptly undertake to eliminate or modify all such unacceptable exceptions or conditions and shall give Purchaser written notice matters to the reasonable satisfaction of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten (10) days following delivery of the Objection Notice (“Seller’s Cure Period”)Purchaser. In the event Seller is unable or unwilling to eliminate or modify such unacceptable exceptions or conditions to the satisfaction of Purchaser within Seller's Cure Period, and do so notifies Purchaser in writing (the “No Cure Notice”), then in that event Purchaser may elect in writing delivered to Seller within ten (10) days following delivery after receipt of such written notice, Purchaser may, at its option, in addition to any other remedies, terminate this Contract by delivering written notice of termination to Seller within five (5) days after the expiration of the No Cure Notice to aforementioned ten (10) day period and receive a return of the Escrow Deposit without the necessity of any additional authorization, instructions or releases from either Seller or Purchaser, it being the express intention of Seller and Purchaser that this provision be self-operative. If such notice is not given by Purchaser to elect Seller within such fifteen (15) day period, the condition of title and title exceptions as shown in the Commitment shall be deemed to either be acceptable (1) waive such Objectionsthe “Permitted Exceptions”). Notwithstanding the foregoing, orPurchaser shall not be required to make any objection to, and Seller shall be obligated to cure and/or satisfy to the reasonable satisfaction of Purchaser, all matters shown on Schedule C to the Commitment, including, without limitation, any mortgage liens, mechanics and materialman’s liens not caused by the acts or omissions of Purchaser or its agents against the Property, any other liens against the Property that are in a liquidated amount and readily dischargeable, and any consensual liens or encumbrances agreed to by Seller without Purchaser’s consent on or after the Effective Date, all of which matters are hereby deemed to be unacceptable and which Seller shall be required to have satisfied at or prior to the Closing.

Title Commitment. Within five (5) Business Days On or before 5:00 o'clock p.m. central ---------------- daylight savings time on the 15th day after the Effective Date, the Seller shall request from will provide to the Title Company Buyer a preliminary binder for issuance of an ALTA owner's title commitment for the Property insurance policy (the "Seller's Title Commitment"), specifying Seller ) reflecting Buyer as the record owner of the Property, showing Purchaser as the prospective named proposed insured, in the amount of equal to the Property Purchase Price, issued by Hot Springs Title Company, as agent for Chicago Title Insurance Company, showing fee simple title to the status of title of Project to be in Seller, and containing only the Property and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property) which would appear in the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to therein. Within five business days after receipt of the title commitment and related documents by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to hereafter called the "Permitted Exceptions,” as defined herein. Purchaser shall have a period (the "Review Period") ending described on Schedule 3.1 attached hereto and made a part hereof. After receipt of the date which is preliminary title binder, Buyer shall be allowed fifteen (15) business days to notify Seller in writing of any objections to Seller's title to the Real Property. Said objections to be in writing or be deemed waived. Upon receipt of any written objections, Seller shall promptly undertake to correct the defects in title objected to by the Buyer. If the Seller is unable to correct such defects within one hundred twenty (120) days after Seller's receipt of any written objections to title, the date on which Purchaser receives Buyer will have the last of (i) the Title Commitment; and (ii) true, legible copies of all instruments referred option to in the Title Commitmentwaive such defect or terminate this Agreement, in which event neither party shall have any further rights or obligations hereunder. If the title binder discloses judgments, bankruptcies or other exceptions against other persons having names the same as or similar to notify Seller that of any objections Purchaser has the Seller, the Seller, on request, shall deliver to any matters shown or referred the Buyer and the title company affidavits showing that such judgments, bankruptcies required by the title company to eliminate all exceptions other than the Permitted Exceptions appearing in the Title Commitment (“Objection Notice”). Any exception to which Purchaser does not object shall be considered a "Permitted Exception". In the event Purchaser timely provides Seller an Objection Notice, Seller shall have the right, but not the obligation, at its sole cost, to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten (10) days following delivery of the Objection Notice (“Seller’s Cure Period”). In the event Seller is unable or unwilling to eliminate or modify such unacceptable exceptions or conditions to the satisfaction of Purchaser within Seller's Cure Period, and so notifies Purchaser in writing (the “No Cure Notice”), then in that event Purchaser may elect in writing delivered to Seller within ten (10) days following delivery of the No Cure Notice to Purchaser to elect to either (1) waive such Objections, ortitle binder.

Title Commitment. Within five (5) Business Days after the Effective Date3.5.1 Seller has, Seller shall request at Purchaser’s sole cost and expense, ordered from the Title Company Company, a title commitment Commitment for the Property Title Insurance (the "Seller's “Title Commitment"”), specifying Seller as the record owner of the Property, showing Purchaser as the prospective named insured, in the amount of the Property Purchase Price, showing setting forth the status of title of to the Property Land and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property) which would appear in the an Owner’s Policy of Title Insurance, when issuedspecifying the Purchaser as the named insured and showing the Purchase Price as the policy amount. Purchaser shall, together with trueon or before 5:00 p.m., correct and legible copies of all items and documents local Las Vegas time on the twentieth (20th) day after the Effective Date, deliver to Seller in writing any objections to matters shown in the Title Commitment (such matters being objected to by Purchaser being hereinafter referred to therein. Within five business days after receipt as “Title Objections”), Purchaser’s failure to timely object to any such matters shall be deemed to constitute Purchaser’s approval of the title commitment same, and related documents by Seller, Seller such shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "then become “Permitted Exceptions,” as defined herein. ”, If Purchaser shall have a period (the "Review Period") ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last of (i) the Title Commitment; and (ii) true, legible copies of all instruments referred timely objects to any item set forth in the Title Commitment, in which to notify Seller of any objections Purchaser has to any matters shown or referred to in the Title Commitment (“Objection Notice”). Any exception to which Purchaser does not object shall be considered a "Permitted Exception". In the event Purchaser timely provides Seller an Objection Notice, then Seller shall have the right, but not the obligation, at its sole costto attempt to cure or cause to be cured before Closing such disapproved item. Notwithstanding the foregoing, to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten (10) days following delivery if the Title Commitment shows that any of the Objection Notice following documents (“Seller’s Cure Period”creating the lien that was foreclosed) encumber the Real Property: (i) Deed of Trust recorded November 16, 2006, in Book 20061116 as Instrument No. 0003638 (as amended and/or assigned); and (ii) Assignment dated November 16, 2006 in Book 20061116 as Instrument No. In the event Seller is unable or unwilling to eliminate or modify such unacceptable exceptions or conditions to the satisfaction of Purchaser within Seller's Cure Period0003639 (as amended and/or assigned) (collectively, and so notifies Purchaser in writing (the “No Cure NoticeLoan Documents”), then Seller agrees to cause such Loan Documents to be released as of the Closing Date. Seller shall have until 5:00 p.m. local Las Vegas time on the Cure Date to agree in that writing to cure before Closing such Title Objections. If Seller elects not to cure, or fails to timely respond to Purchaser’s objections, Seller shall be deemed to have elected not to cure the Title Objections, in which event Purchaser may elect in writing delivered to Seller within ten (10) days following delivery shall, on or before the expiration of the No Cure Notice to Purchaser to elect to Title/Survey Period, either (1) waive such Objections, ori)

Title Commitment. Within five Prior to the Contract Date, Sellers ordered (5) Business Days and promptly after the Effective Datereceipt of the same shall deliver to Buyer) commitments (the “Title Commitments”) issued by Land Services USA, Seller Inc. (“Escrow Agent”), as agent for First American Title Insurance Company (the “Title Company”), having its office at 0 Xxxxx Xxxxxx Xxxxxx, Xxxxx 000, Xxxx Xxxxxxx, XX 00000, Attn: Xxxxxxx Xxxx, phone: (000) 000-0000, e-mail: xxxxx@xxxxxxxx.xxx, for ALTA, TLTA or other coverage available in the State where an Individual Property is located, as applicable, owner’s title insurance policies with respect to the Land and Improvements (such policies (including extended coverage in the event Buyer provides such surveys as are required by the Title Company), the “Title Policies”), together with copies of all recorded documents evidencing title exceptions raised in “Schedule B” of such Title Commitments. It shall request from be a condition precedent to Buyer’s obligation to proceed to Closing that, at Closing, the Title Company a title commitment for shall issue the Property (Title Policies, or have irrevocably committed in writing to issue to Buyer the "Seller's Title Commitment")Policies, specifying Seller each of which Title Policies shall be dated as of the date of recordation of each Deed and shall insure the portion of the Purchase Price allocated to the respective Individual Property, and which shall show Buyer as the record fee simple owner of the Propertyapplicable Land and the Improvements, showing Purchaser as the prospective named insured, in the amount of the Property Purchase Price, showing the status of title of the Property and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property) which would appear in the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to therein. Within five business days after receipt of the title commitment and related documents by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "applicable Permitted Exceptions,” as defined herein. Purchaser shall have a period (If the "Review Period") ending foregoing condition precedent is not satisfied on the date which is fifteen (15) business days after Closing Date for any reason other than the date on which Purchaser receives the last actions or omission of (i) the Title Commitment; and (ii) true, legible copies of all instruments referred to in the Title Commitment, in which to notify Seller of any objections Purchaser has to any matters shown or referred to in the Title Commitment (“Objection Notice”). Any exception to which Purchaser does not object shall be considered Buyer that constitute a "Permitted Exception". In the event Purchaser timely provides Seller an Objection Notice, Seller shall have the right, but not the obligation, at its sole cost, to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten (10) days following delivery of the Objection Notice (“Seller’s Cure Period”). In the event Seller is unable or unwilling to eliminate or modify such unacceptable exceptions or conditions to the satisfaction of Purchaser within Seller's Cure Period, and so notifies Purchaser in writing (the “No Cure Notice”)default hereunder, then in that event Purchaser Buyer may elect in writing delivered to Seller within ten (10) days following delivery of the No Cure Notice to Purchaser to elect to either (1i) proceed to Closing and waive the failure of such Objectionscondition, oror (ii) terminate this Agreement by delivery of written notice to Sellers on or prior to Closing, in which event (a) the Deposit shall be returned to Buyer, and (b) neither party shall have any further liabilities or obligations hereunder except for those liabilities and obligations that expressly survive a termination of this Agreement; provided that, if the condition is not satisfied due to Seller’s default, then Buyer shall have the remedies provided in Section 16.1 hereof.

Title Commitment. Within (a) Seller shall convey good and indefeasible title to the Property to Purchaser at Closing, subject only to the Permitted Encumbrances (as defined below). During the Inspection Period, Purchaser shall request and obtain from Title Company a commitment for a standard Owner's Policy of Title Insurance issued by Title Company (the “Title Commitment”), insuring good and indefeasible fee simple title to the Land, together with copies of all exceptions listed therein. Purchaser shall have until five (5) Business Days after business days prior to the Effective Date, expiration of the Inspection Period to deliver to Seller shall request from the Title Company a written notice of Purchaser’s objections to title commitment for the Property (the "Seller's “Title Commitment"Objection Letter”), specifying Seller as the record owner of the Property, showing Purchaser as the prospective named insured, in the amount of the Property Purchase Price, showing the status of title of the Property and listing all exceptions (including, but not limited . Prior to, easementsor concurrently with, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property) which would appear in the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to therein. Within five business days after receipt of the title commitment and related documents by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period (the "Review Period") ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last of (i) the Title Commitment; and (ii) true, legible copies of all instruments referred to in the Title Commitment, in which to notify notifying Seller of any objections to title, Purchaser has shall endeavor in good faith to any matters shown or referred cause the Title Company to in modify and update the Title Commitment (“Objection Notice”)to reflect its requested corrections and revisions. Any exception to which Purchaser does not object shall be considered a "Permitted Exception". In the event Purchaser timely provides Seller an Objection Notice, Seller shall have the right, but not the obligation, at its sole costto cure Purchaser’s objections to title; subject, however, to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent obligation to eliminate remove all Mortgages and Monetary Liens (each as defined below) and items described in Section 4.1.3(b)(i) by Closing, as further described in Section 4.1.3(b) below, whether or modify such unacceptable exceptions or conditions not Purchaser objects thereto. Seller shall notify Purchaser in writing within ten three (103) business days following delivery Seller’s receipt of the Title Objection Notice (“Seller’s Cure Period”)Letter concerning which title objections, if any, Seller has agreed to cure. In the event that Seller is unable does not undertake to cure all of the objections in the Title Objection Letter to Purchaser’s sole satisfaction (or unwilling to eliminate or modify such unacceptable exceptions or conditions does not timely respond to the satisfaction of Purchaser within Seller's Cure Period, and so notifies Purchaser in writing (the “No Cure Notice”Title Objection Letter), then in that event Purchaser may elect in writing delivered to Seller within ten (10) days following delivery shall have until the end of the No Cure Notice to Purchaser to elect Inspection Period to either (1i) waive any such Objectionstitle objection in writing and proceed to Closing (in which event such waived title objection shall be deemed to be Permitted Encumbrance), oror (ii) terminate this Agreement, in which event the Xxxxxxx Money shall be delivered to Purchaser upon written notice to Seller and Escrow Agent, and neither party shall have any further obligation hereunder except for the Surviving Obligations. The term “

Title Commitment. Seller shall convey good and indefeasible title to the Property to Purchaser at Closing, subject only to the “Permitted Encumbrances” (defined below). Within five three (53) Business Days after business days following the Effective Date, Seller shall request from the Title Company order a title commitment for the Property (the "Seller's “Title Commitment"), specifying Seller as the record owner of the Property, showing Purchaser as the prospective named insured, in the amount of the Property Purchase Price, showing the status of title of the Property and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property”) which would appear in the for a Texas Owner’s Policy of Title InsuranceInsurance (the “Title Policy”), when issuedissued by the Escrow Agent on behalf of the Title Company, together with trueinsuring good and indefeasible title to the Property, correct and legible will also order copies of all documents and instruments, if any (“Title Review Documents”), that will be shown as Schedule B Exceptions or Schedule C items and documents referred to therein. Within five business days after receipt of on the title commitment and related documents by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined hereinTitle Policy upon issuance. Purchaser shall have a period ten (the "Review Period") ending on the date which is fifteen (1510) business days after the date on which Purchaser receives the last following its receipt of (i) the Title Commitment; and (ii) true, legible copies of all instruments referred to in the Title Commitment, copies of all Title Review Documents and the “Survey” (defined below), but in which no event later than the forty fifth (45th) day following the Effective Date, to notify deliver to Seller written notice of any Purchaser’s objections Purchaser has to any matters shown or referred to in title (the “Title Commitment (“Objection NoticeLetter”). Any exception to which Purchaser does not object shall be considered a "Permitted Exception". In the event Purchaser timely provides Seller an Objection Notice, Seller shall have the right, but not the obligation, at 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 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 (any such title objection as to which Seller notifies Purchaser that Seller intends to cure, an “Agreed Cure Item”). In the event that Seller does not undertake to cure all of the objections in the Title Objection Letter to Purchaser’s reasonable satisfaction (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 (other than Agreed Cure Items and Monetary Liens, which Seller must satisfy) in writing and proceed to Closing (in which event such waived title objection (other than Agreed Cure Items and Monetary Liens, which shall not be waived) shall be deemed to be a “Permitted Encumbrance”, as defined below), or (ii) terminate this Agreement upon written notice to Seller and receive a refund of the Xxxxxxx Money, in which event neither party hereto shall have any further rights or obligations under this Agreement except for the Surviving Obligations. 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 by Purchaser 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 defects or exceptions (the “Unacceptable Encumbrances”) which were 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 in writing of its sole costobjection to any such Unacceptable Encumbrance (the “Unacceptable Encumbrance Notice”). Notwithstanding anything to the contrary contained herein, Seller shall have no obligation to take any steps or bring any action or proceeding or otherwise to incur any expense whatsoever to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten (10) days following delivery any of the Objection Notice Unacceptable Encumbrances; provided, however, that Seller shall, prior to Closing, eliminate by paying, bonding around in a manner reasonably satisfactory to Purchaser, or otherwise discharging in a manner reasonably satisfactory to Purchaser (i) any Unacceptable Encumbrances that arise by, through or under Seller, and (ii) any mortgages, deeds of trust, deeds to secure debt, mechanics’ liens (other than liens arising out of the acts of Purchaser, its agents or contractors) or monetary judgments that appear on the Title Commitment (“Seller’s Cure PeriodMonetary Liens”). In the event Seller is unable unable, unwilling or unwilling for any reason fails to agree to eliminate or modify such unacceptable exceptions or conditions all of the Unacceptable Encumbrances to the reasonable satisfaction of Purchaser within Seller's Cure Period(other than the Unacceptable Encumbrances and Monetary Liens required to be removed by Seller in accordance with the preceding sentence, and which Seller shall so notifies remove), Purchaser may terminate this Agreement by delivering notice thereof in writing (the “No Cure Notice”), then in that event Purchaser may elect in writing delivered to Seller within 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 following delivery after the Unacceptable Encumbrance Notice, in the event Seller shall not yet have responded thereto. Upon a termination of this Agreement pursuant to the No Cure Notice immediately preceding sentence, the Xxxxxxx Money shall be returned to Purchaser to elect to either (1) waive such ObjectionsPurchaser, orand neither party shall have any further rights or obligations hereunder other than the Surviving Obligations.

Title Commitment. Within Purchaser shall have five (5) Business Days after the Effective Date, Seller shall request from the Title Company a title commitment for the Property (the "Seller's Title Commitment"), specifying Seller as the record owner of the Property, showing Purchaser as the prospective named insured, in the amount of the Property Purchase Price, showing the status of title of the Property and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property) which would appear in the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to therein. Within five business days after following its receipt of the title commitment Title Commitment and related documents by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period (the "Review Period") ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last of (i) the Title Commitment; and (ii) true, legible copies of all instruments referred to in the Title Commitment, in Survey within which to notify give Seller written notice (“Purchaser’s Disapproval Notice”) of Purchaser’s disapproval of any objections Purchaser has exceptions to any matters title shown or referred to in the Title Commitment or Survey or any other matters effecting title to the Real Property (“Objection NoticeTitle Exceptions”). Any exception The failure of Purchaser to which Purchaser does not object give Purchaser’s Title Disapproval Notice within such period shall be considered a "Permitted Exception"deemed to constitute Purchaser’s approval of all of the Title Exceptions. In the event Purchaser timely provides Seller an Objection Noticeof Purchaser’s disapproval of any of the Title Exceptions as set forth above, Seller shall have the right, but not the obligation, at its sole cost, five days after Seller’s receipt of Purchaser’s Disapproval Notice during which to eliminate or modify such unacceptable exceptions or conditions determine and shall give Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten (10) days following delivery of the Objection Notice (“Seller’s Cure PeriodNotice”). In the event ) of any disapproved Title Exceptions which Seller is unable or unwilling elects, in its sole discretion, to eliminate or modify such unacceptable as exceptions or conditions to title to the satisfaction Real Property. The failure of Seller to give Seller’s Cure Notice within the period described above shall be deemed to constitute Seller’s election not to cure any of the matters described in the Purchaser’s Disapproval Notice. Prior to the Closing, Seller shall eliminate, at its sole cost and expense, all Title Exceptions set forth in Seller’s Cure Notice from the Title Policy and as exceptions to title to the Real Property. If acceptable to Purchaser, Seller’s elimination of such title matters may be accomplished by Seller’s obtaining, at its expense, title insurance protection for Purchaser against such exception, the form of which shall be reasonably satisfactory to Purchaser. If Seller’s Cure Notice does not include all Title Exceptions disapproved by Purchaser in Purchaser’s Disapproval Notice, or if Seller fails to deliver Seller’s Cure Notice, Purchaser shall have the right to terminate this Agreement in accordance with the terms of Section 3.5 or acquire the Real Property subject to the disapproved Title Exceptions not included within Seller's ’s Cure PeriodNotice. If Purchaser elects to proceed with the purchase of the Real Property pursuant to Section 3.5, then the Title Exceptions and the matters described in Article VI and Permitted Subsequent Exceptions (defined below), but excluding (i) those Title Exceptions to be deleted pursuant to the Seller’s Cure Notice, (ii) any delinquent taxes or assessments, and so notifies Purchaser in writing (iii) any liens, encumbrances or security interests securing payment of any monetary lien created by or against Seller or the Real Property, shall be the “No Cure Notice”Permitted Exceptions” hereunder. A“Permitted Subsequent Exception” shall mean any encumbrance, encroachment, defect in title, or other matter which does not adversely interfere with the operation of a hotel on the Real Property (as determined in Purchaser’s reasonable discretion) and which is not otherwise a Permitted Exception, and (A) of which Purchaser and Seller are notified by the Title Company prior to the Closing (by endorsement to the Title Commitment or otherwise); or (B) which is discovered by Purchaser, then in that event and of which Purchaser may elect in writing delivered notifies Seller, prior to Seller within ten (10) days following delivery of the No Cure Notice to Purchaser to elect to either (1) waive such Objections, orClosing.

Title Commitment. Within five (5) Business Days after the Effective Date, Seller shall request from cause Escrow Agent to issue and deliver to Buyer a title commitment with respect to the Property pursuant to which the Title Company a commits to issue an owner’s policy of title commitment for the Property (the "Seller's Title Commitment"), specifying Seller as the record owner of insurance with respect to the Property, showing Purchaser as the prospective named insured, in the amount of the Property Purchase Price, showing the status of title of the Property and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property) which would appear in the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to therein. Within five business days after receipt of the title commitment and related documents by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period (the "Review Period") ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last of (i) the Title Commitment; and (ii) true, provide legible copies of all instruments referred to in the title commitment (collectively, the “Title Commitment, Report”). Seller shall also deliver to Buyer the most recent “as built’ survey in which Seller’s possession (the “Survey”). Buyer shall have seven (7) days after receipt of the last of the Title Report and the Survey to notify Seller of any objections Purchaser has review and to object in writing to any matters shown easements, liens, encumbrances or referred to other exceptions or requirements in the Title Commitment Report and Survey (the “Objection NoticeTitle Objections”). Any exception If Buyer fails to object within the time specified, then the condition of title to the Property reflected on the Title Report and Survey will be deemed approved, and all exceptions to title noted thereon shall be Permitted Exceptions. If Buyer makes Title Objections, all matters shown on the Title Report and Survey to which Purchaser Buyer does not object shall be considered a "deemed Permitted Exception"Exceptions. In If the event Purchaser timely provides Seller an Objection NoticeTitle Objections are made within the time specified, Seller shall have may (but is not obligated to) attempt to eliminate, or advise Buyer if it will attempt to eliminate, the right, but not matters covered by the obligation, at its sole cost, to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions Title Objections within ten five (105) days following delivery after receipt of the Objection Notice Title Objections (the “Seller’s Cure PeriodSeller Response Date”). In If Seller responds by the event Seller Response Date that it is unable or unwilling to eliminate the matters covered by the Title Objections, or modify such unacceptable exceptions or conditions Seller does not respond to the satisfaction Title Objections by such date, Buyer, within five (5) days after the Seller Response Date, shall either (i) waive the Title Objections that Seller was unable or unwilling (or deemed to be unable or willing by not responding) to cure or (ii) terminate this Agreement (such termination resulting in the return of Purchaser the Xxxxxxx Money Deposit as provided in Section 4 of this Agreement). If Buyer does not so terminate this Agreement within Seller's Cure Periodfive (5) days of the Seller Response Date, and so notifies Purchaser Buyer will be deemed to have accepted as Permitted Exceptions those Title Objections that Seller has not cured or agreed in writing (the “No Cure Notice”), then in that event Purchaser may elect in writing delivered to Seller within ten (10) days following delivery of the No Cure Notice to Purchaser to elect to either (1) waive such Objections, orcure.

Title Commitment. Within (a) Purchaser acknowledges receipt of that certain title insurance commitment issued by First American Title Insurance Company of New York under Commitment No. 135-NJ-29480-1 together with copies of the title exceptions listed thereon, that Purchaser has reviewed and accepted all matters shown therein, other than the requirements set forth at Schedule B-Section I h. and n. therein, and the items set forth at Schedule B-Section II items 1-7 and 9 therein, and that such matters constitute Permitted Exceptions. By the date (the "NEW OBJECTION DATE") which is five (5) Business Days after the Effective Date, Seller shall request Purchaser's counsel receives a new title commitment from the Title Company a title commitment for the Property (the "Seller's Title CommitmentTITLE COMMITMENT"), specifying Purchaser shall provide Seller with written notice of any objections raised in such Title Commitment which are not Permitted Exceptions and which Purchaser deems unacceptable ("TITLE OBJECTIONS"). If Purchaser's counsel receives notice of any new objection or exception with less than five (5) Business Days prior to the Scheduled Closing Date, then (x) the Closing shall be postponed for a sufficient number of days in order for Purchaser's counsel to have five (5) Business Days to review said new objection or exception and to advise Seller if Purchaser deems same unacceptable and (y) the balance of this Agreement shall apply with respect to Seller's right to cure same. In the event Seller does not receive the Title Objections by the New Objection Date, Purchaser will be deemed to have accepted as Permitted Exceptions the record owner exceptions to title set forth on the Title Commitment and any updates thereto. Purchaser shall cause the Title Company to furnish to Purchaser and Seller's counsel a preliminary title report or Title Commitment, by the terms of which the PropertyTitle Company agrees to issue to Purchaser at Closing, showing Purchaser as at Purchaser's sole cost and expense an owner's policy of title insurance (the prospective named insured, "TITLE POLICY") in the amount of the Property Purchase PricePrice on the then standard ALTA owner's form insuring Purchaser's fee simple title to the Real Property, showing subject to the status terms of title of such policy and the Property and listing all exceptions described therein (including, but not limited towithout limitation, easementsthe standard or general exceptions). Subject to this Section 6.2(a), restrictionsall matters shown on the Existing Survey and the exceptions shown on EXHIBIT G (collectively, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property"PERMITTED EXCEPTIONS") which would appear in the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred are conclusively deemed to therein. Within five business days after receipt of the title commitment and related documents by Seller, Seller shall convey it be acceptable to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period (the "Review Period") ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last of (i) the Title Commitment; and (ii) true, legible copies of all instruments referred to in the Title Commitment, in which to notify Seller of any objections Purchaser has to any matters shown or referred to in the Title Commitment (“Objection Notice”). Any exception to which Purchaser does not object shall be considered a "Permitted Exception". In the event Purchaser timely provides Seller an Objection Notice, Seller shall have the right, but not the obligation, at its sole cost, to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten (10) days following delivery of the Objection Notice (“Seller’s Cure Period”). In the event Seller is unable or unwilling to eliminate or modify such unacceptable exceptions or conditions to the satisfaction of Purchaser within Seller's Cure Period, and so notifies Purchaser in writing (the “No Cure Notice”), then in that event Purchaser may elect in writing delivered to Seller within ten (10) days following delivery of the No Cure Notice to Purchaser to elect to either (1) waive such Objections, or.

Title Commitment. Within five No later than twenty (520) Business Days after following the Effective Dateexecution of this Agreement, Seller shall request from shall, at its own cost and expense, provide Buyer with (i) a recent survey of the Title Company a title commitment for Real Estate owned by Seller or any of the Property Companies or any of the Operating Subsidiaries (the "Seller's “Surveys”), (ii) a recent title policy commitment in favor of the applicable company issued by a nationally recognized title insurance company reasonably acceptable to Buyer and Seller (the “Title Company”) covering the Real Estate owned by Seller or any of the Companies or any of the Operating Subsidiaries (the “Title Commitment"), specifying Seller as the record owner of the Property, showing Purchaser as the prospective named insured, in the amount of the Property Purchase Price, showing the status of title of the Property ”) and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Propertyiii) which would appear in the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred referenced as exceptions to therein. Within five business days after receipt of the title commitment and related documents by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period (the "Review Period") ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last of (i) the Title Commitment; and (ii) true, legible copies of all instruments referred to in the Title Commitment, . Seller shall not be obligated to furnish any policy of title insurance issued by the Title Company or otherwise in which to notify Seller respect of any objections Purchaser has portion of the Real Estate (a “Title Policy”), and it shall not be a requirement of or condition to the Closing that Buyer obtain or be able to obtain any Title Policy or that Buyer have or be able to have the survey exception in any Title Policy modified in any manner or that any other special endorsements be made to any matters shown or referred to in the Title Commitment (“Objection Notice”)Policy, including any endorsement regarding restrictive covenants. All costs of any Title Policies obtained by Buyer shall be borne by Buyer. Any exception provision of this Agreement to which Purchaser does not object shall be considered a "Permitted Exception". In the event Purchaser timely provides Seller an Objection Noticecontrary notwithstanding, at Closing Seller shall have the right, but not the obligation, at its sole cost, to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice quitclaim all of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten (10) days following delivery of the Objection Notice (“Seller’s Cure Period”). In the event Seller is unable or unwilling to eliminate or modify such unacceptable exceptions or conditions right, title and interest in and to the satisfaction Gathering System without any representations or warranties, express or implied. Seller shall use its commercially reasonable efforts to deliver, or cause to be delivered, to any applicable Title Company such surveys, certificates, acknowledgements or other documents as shall be reasonably required by such Title Company in order for such Title Company to issue Title Policies free of Purchaser within Seller's Cure Period, any and so notifies Purchaser in writing all Liens (the “No Cure Notice”), then in that event Purchaser may elect in writing delivered to Seller within ten (10other than Permitted Encumbrances) days following delivery of the No Cure Notice to Purchaser to elect to either (1) waive such Objections, orand issue customary title endorsements.