Common use of Title Defects Clause in Contracts

Title Defects. Buyer shall order a title commitment (the "Title Commitment") for the Property from Escrow Agent promptly after the Effective Date. If the Title Commitment discloses exceptions to title which Buyer finds to be objectionable, Buyer shall provide Seller with written notice of its objection to any such title exception (each, an "Objection") prior to the expiration of the Due Diligence Period, and Seller shall have five (5) business days from the date of such notice to agree to have each Objection removed prior to Closing, or to have the title insurer commit to insure over such Objection or to correct each such other matter. If Seller does not commit to remove or cure such Objection as aforesaid, Buyer may elect as its sole and exclusive remedy in such event, to either (i) terminate this Agreement, in which case the E▇▇▇▇▇▇ Money shall be returned to Buyer, whereupon this Agreement shall be null and void and of no further force and effect, or (ii) elect to accept title to the Property subject to such unresolved or uncured Objection, whereupon such Objection shall be deemed an additional Permitted Exception. If Buyer fails to make either such election, Buyer shall be deemed to have elected to terminate this Agreement and receive a return of the E▇▇▇▇▇▇ Money. After the expiration of the Due Diligence Period, if any new exception to title not revealed in the Title Commitment is discovered by Buyer or by the Escrow Agent and is added to the Title Commitment by the Escrow Agent at or prior to Closing, Buyer shall have until the earlier of (i) ten (10) days after the Buyer's receipt of the updated, revised Title Commitment showing the new title exception, together with a legible copy of any such new matter, or (ii) the date of Closing, to provide Seller with written notice of its new Objection. If Seller does not commit to remove or cure such Objection as aforesaid, Buyer may elect as its sole and exclusive remedy in such event, to either (i) terminate this Agreement, in which case the E▇▇▇▇▇▇ Money shall be returned to Buyer, and neither party shall have any further obligation hereunder, except as otherwise expressly set forth herein, or (ii) elect to accept title to the Property subject to such unresolved or uncured new Objection, whereupon such new Objection shall be deemed an additional Permitted Exception.

Title Defects. (i) Buyer shall order a be deemed to have waived its right to object to any encumbrance or other title commitment (exception or matter pertaining to the "Title Commitment") for the Real Property from Escrow Agent promptly after the Effective Date. If the Title Commitment discloses exceptions to title which Buyer finds to be objectionable, unless Buyer shall provide Seller with have given Sellers a specific written notice of its objection in Buyer’s reasonable discretion (based solely on a title or survey matter that would cause the applicable Parcel to not be rentable in the ordinary course of business) to any such title exception matter (each, an "Objection"“Initial Title Objection Notice”) by not later than ten (10) Business Days prior to the expiration of the Due Diligence Inspection Period (the “Initial Title Objection Deadline”). Notwithstanding the foregoing, if an update to a Title Commitment for any Parcel received after the expiration of the Inspection Period and prior to the Closing Date references a new exception to title that (A) is not a Permitted Encumbrance, (B) was not previously reflected or referenced on the Title Commitment, any existing survey or an updated survey delivered or made available to Buyer prior to the expiration of the Inspection Period, (C) was not created by Buyer or Buyer Parties and Seller (D) has a material adverse effect on the Property, the Acquired Companies and the Companion Property, as a whole, then Buyer shall have five the right to object to such matter, by delivery of a written notice (5a “Subsequent Title Objection Notice”) business days to Sellers within two (2) Business Days (but not later than the then-scheduled Closing Date) from the date receipt of such notice update to agree to a Title Commitment. Sellers shall have each Objection removed prior to Closing, or to have the title insurer commit to insure over such Objection or to correct each such other matter. If Seller does not commit no obligation to remove or cure such any alleged defects, objections or survey matters raised in an Initial Title Objection as aforesaidNotice or a Subsequent Title Objection Notice (each, Buyer may elect as its sole and exclusive remedy a “Title Objection”), except for the Mandatory Cure Exceptions. (ii) Upon Buyer’s failure to timely deliver an Initial Title Objection Notice or a Subsequent Title Objection Notice with respect to any encumbrance or other title exception or matter in such event, to either accordance with clause (i) terminate this Agreementabove, in which case all liens, encumbrances and other title exceptions or matters shall thereafter be deemed Permitted Encumbrances, except for the EMandatory Cure Exceptions. (iii) Should Buyer timely deliver an Initial Title Objection Notice or a Subsequent Title Objection Notice to Sellers as above provided, Sellers shall have the right, at their sole option, upon written notice (each, a “Title Objection Response Notice”) to Buyer within (x) with respect to a response to an Initial Title Objection Notice, eight (8) Business Days of receipt of Buyer’s Initial Title Objection Notice, if any, or (y) with respect to a response to a Subsequent Title Objection Notice, two (2) Business Days of receipt of Buyer’s Subsequent Title Objection Notice (and the then-scheduled Closing Date shall be automatically extended to allow for such response period, if necessary), if any, to elect either of the following: (A) to (1) use commercially reasonable efforts to remove or cure any Title Objection; or (2) deliver to Westcor Land Title Insurance Company, Inc., ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Money shall be returned to Buyer▇▇▇▇, whereupon this Agreement shall be null and void and of no further force and effect▇▇▇. ▇▇▇, or (ii) elect to accept title to the Property subject to such unresolved or uncured Objection, whereupon such Objection shall be deemed an additional Permitted Exception. If Buyer fails to make either such election, Buyer shall be deemed to have elected to terminate this Agreement and receive a return of the E▇▇▇▇▇▇▇▇ Money. After the expiration of the Due Diligence Period▇▇▇▇▇▇▇, if any new exception to title not revealed in the Title Commitment is discovered by Buyer or by the Escrow Agent and is added to the Title Commitment by the Escrow Agent at or prior to Closing▇▇ ▇▇▇▇▇, Buyer shall have until the earlier of (i) ten (10) days after the Buyer's receipt of the updated, revised Title Commitment showing the new title exception, together with a legible copy of any such new matter, or (ii) the date of Closing, to provide Seller with written notice of its new Objection. If Seller does not commit to remove or cure such Objection as aforesaid, Buyer may elect as its sole and exclusive remedy in such event, to either (i) terminate this Agreement, in which case the EAttn: ▇▇▇▇▇▇▇ Money ▇▇▇▇▇▇▇▇, ▇▇▇-▇▇▇-▇▇▇▇, ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ (the “Title Company”) such assurances as the Title Company requires to insure Buyer against any loss arising from such Title Objection (in either of which events, such matter shall be returned a “Seller Cure Matter”), or (B) to Buyer, and elect neither party shall have any further obligation hereunder, except as otherwise expressly of the elections referenced in Section 4(c)(iii)(A). Failure by Sellers to deliver a Title Objection Response Notice within the applicable time period set forth herein, or in clause (iiiii) elect to accept title to the Property subject to such unresolved or uncured new Objection, whereupon such new Objection above shall be deemed an additional election by Sellers to proceed under this clause (B). If any Seller makes or is deemed to make the election described in this clause (B) and Buyer delivers a Continuation Notice prior to the expiration of the Inspection Period, then such Title Objections shall be deemed Permitted ExceptionEncumbrances. (iv) In the event a Seller elects to use commercially reasonable efforts to cure a Title Objection pursuant to Section 4(c)(iii)(A)(1), and such Seller is unable to cure such Title Objection on or before the date originally scheduled for Closing, then Sellers shall have the right to defer the Closing from time to time (but in no event for more than thirty (30) days after the then-scheduled Closing Date) in order to provide the applicable Seller an opportunity to cure such Title Objection or to proceed under Section 4(c)(iii)(A)(2) (provided that the extension(s) of the Closing Date pursuant to this clause shall not cause the Closing Date to extend more than fifteen (15) days beyond the Closing Outside Date unless Buyer consents in writing). In the event any Seller is unable to cure any Title Objection which such Seller elected to attempt to cure pursuant to Section 4(c)(iii)(A)(1) or Section 4(c)(iii)(A)(2) on or before the date scheduled for Closing (as such date may be extended as set forth above) or Sellers elect or are deemed to elect to proceed under Section 4(c)(iii)(B), then Buyer shall have the election set forth in Section 4(d).

Title Defects. Prior to the expiration of the Inspection Period, Buyer shall order a notify Seller in writing (“Buyer’s Notice”) of any title commitment (the "Title Commitment") for the Property from Escrow Agent promptly after the Effective Date. If matters disclosed in the Title Commitment discloses exceptions or Survey to title which Buyer finds objects (the “Title Commitment Defects”). Any matter disclosed in the Title Commitment or Survey and not objected to by Buyer within such period or subsequently waived by Buyer in writing shall be objectionabledeemed a permitted exception, including, without limitation, the Loan Documents (“Permitted Exception”). If Buyer learns, through continuation reports, updates to the Title Commitment or Survey or other written evidence, of any additional title or survey defect(s) not disclosed in the Title Commitment or Survey (the “Additional Title Defects”, and together with the Title Commitment Defects, the “Title Defects”), Buyer shall provide Seller with have the right to object to such Additional Title Defect(s) by giving written notice thereof to Seller on or before the earlier of (x) five (5) business days after the date Buyer receives such continuation report, updated Title Commitment or other written evidence disclosing such Additional Title Defects or (y) the Closing Date. Seller shall be obligated, on or prior to the Closing, to pay, discharge or remove of record or cause to be paid, discharged or removed of record or insured over by the Title Company in a manner satisfactory to Buyer in its objection sole discretion, at Seller’s sole cost and expense, all of the following items: (a) Voluntary Liens (as hereinafter defined), and (b) other liens encumbering the Project (including judgments and federal, state and municipal tax liens) which (i) are in liquidated amounts and which may be satisfied solely by the payment of money (including the preparation or filing of appropriate satisfaction instruments in connection therewith), excluding, however, mechanic liens which are a tenant’s responsibility to any such title exception (each, an "Objection") remove pursuant to the terms of the applicable Leases and which are disclosed to Buyer in writing prior to the expiration of the Due Diligence Inspection Period, and (ii) do not exceed in the aggregate $500,000 (the “Cure Amount”). Except as set forth in this Section 4.3, Seller shall have five (5) business days from no obligation to cure any Title Defects. The term “Voluntary Liens” as used herein shall mean all monetary liens, including mortgages which Seller has suffered or allowed to be placed on the date Project, other than Permitted Exceptions, excluding, however, any liens associated with the Existing Indebtedness to be assumed by Buyer and mechanics liens which are a tenant’s responsibility to remove pursuant to the terms of such notice the applicable Leases and which are disclosed to agree to have each Objection removed Buyer in writing prior to Closing, or to have the title insurer commit to insure over such Objection or to correct each such other matter. If Seller does not commit to remove or cure such Objection as aforesaid, Buyer may elect as its sole and exclusive remedy in such event, to either (i) terminate this Agreement, in which case the E▇▇▇▇▇▇ Money shall be returned to Buyer, whereupon this Agreement shall be null and void and of no further force and effect, or (ii) elect to accept title to the Property subject to such unresolved or uncured Objection, whereupon such Objection shall be deemed an additional Permitted Exception. If Buyer fails to make either such election, Buyer shall be deemed to have elected to terminate this Agreement and receive a return of the E▇▇▇▇▇▇ Money. After the expiration of the Due Diligence Inspection Period. If Seller, if any new exception after having used commercially reasonable good faith efforts (which shall include curing and removing of record all Voluntary Liens and expending money to title not revealed in the cure all other Title Commitment is discovered by Buyer or by the Escrow Agent and is added Defects up to the Cure Amount), is unable to cure a Title Commitment by the Escrow Agent at Defect on or prior to Closing, Buyer shall have until the earlier of may, at its discretion (i) elect to adjourn the Closing for a period not to exceed ten (10) business days after the Buyer's receipt of the updated, revised Title Commitment showing the new title exception, together with a legible copy of any such new matter, or (ii) the date of Closing, to provide allow Seller with written notice of its new Objection. If Seller does not commit to remove or cure such Objection as aforesaidTitle Defect, Buyer may elect as its sole and exclusive remedy in such eventevent Seller shall continue to use commercially reasonable good faith efforts to effect such cure, to either (i) terminate this Agreement, in which case the E▇▇▇▇▇▇ Money shall be returned to Buyer, and neither party shall have any further obligation hereunder, except as otherwise expressly set forth herein, or (ii) elect to accept waive in writing such Title Defect in which case it shall be deemed a Permitted Exception or (iii) terminate this Agreement in which event Buyer shall be entitled to receive the Escrow Deposit. If an act or omission of Seller that is not reflected in the Title Commitment or Survey or any continuation thereof or in the Permitted Exceptions as of the Closing Date has an effect on title to the Real Property subject and if Seller does not cure or cause Title Company to insure over such unresolved item in a manner satisfactory to Buyer in its sole discretion, then Buyer may either waive such matter or uncured new Objectionterminate this Agreement and receive the Escrow Deposit and pursue its remedies under Section 10.2. Notwithstanding anything in this Section 4.3 to the contrary, whereupon Buyer may, in its sole discretion, at any time accept such new Objection shall be deemed an additional Permitted Exceptiontitle as Seller can convey, without reduction of the Purchase Price or any credit or allowance on account thereof.

Title Defects. Prior to the expiration of the Inspection Period, Buyer shall order a notify Seller in writing (“Buyer’s Notice”) of any title commitment (the "Title Commitment") for the Property from Escrow Agent promptly after the Effective Date. If matters disclosed in the Title Commitment discloses exceptions or Survey to title which Buyer finds objects (the “Title Commitment Defects”). Any matter disclosed in the Title Commitment or Survey and not objected to by Buyer within such period or subsequently waived by Buyer in writing shall be objectionabledeemed a permitted exception (“Permitted Exception”). If Buyer learns, through continuation reports, updates to the Title Commitment or other written evidence, of any additional title defect(s) not disclosed in the Title Commitment or Survey (the “Additional Title Defects”, and together with the Title Commitment Defects, the “Title Defects”), Buyer shall provide Seller with have the right to object to such Additional Title Defect(s) by giving written notice thereof to Seller on or before the earlier of (x) five (5) business days after the date Buyer receives such continuation report, updated Title Commitment or other written evidence disclosing such Additional Title Defects or (y) the Closing Date. Seller shall be obligated, on or prior to the Closing, to pay, discharge or remove of record or cause to be paid, discharged or removed of record or insured over by the Title Company in a manner satisfactory to Buyer in its objection sole discretion, at Seller’s sole cost and expense, all of the following items: (a) Voluntary Liens (as hereinafter defined), and (b) other liens encumbering the Project (including judgments and federal, state and municipal tax liens) which (i) are in liquidated amounts and which may be satisfied solely by the payment of money (including the preparation or filing of appropriate satisfaction instruments in connection therewith), excluding, however, mechanic liens which are a tenant’s responsibility to any such title exception (each, an "Objection") remove pursuant to the terms of the applicable Leases and which are disclosed to Buyer prior to the expiration of the Due Diligence Inspection Period, and (ii) do not exceed in the aggregate $1,000,000.00 (the “Cure Amount”). Except as set forth in this Section 4.3, Seller shall have five (5) business days from no obligation to cure any Title Defects. The term “Voluntary Liens” as used herein shall mean all monetary liens, including mortgages which Seller has suffered or allowed to be placed on the date Project, other than Permitted Exceptions, excluding, however, mechanics liens which are a tenant’s responsibility to remove pursuant to the terms of such notice the applicable Leases and which are disclosed to agree to have each Objection removed Buyer prior to Closing, or to have the title insurer commit to insure over such Objection or to correct each such other matter. If Seller does not commit to remove or cure such Objection as aforesaid, Buyer may elect as its sole and exclusive remedy in such event, to either (i) terminate this Agreement, in which case the E▇▇▇▇▇▇ Money shall be returned to Buyer, whereupon this Agreement shall be null and void and of no further force and effect, or (ii) elect to accept title to the Property subject to such unresolved or uncured Objection, whereupon such Objection shall be deemed an additional Permitted Exception. If Buyer fails to make either such election, Buyer shall be deemed to have elected to terminate this Agreement and receive a return of the E▇▇▇▇▇▇ Money. After the expiration of the Due Diligence Inspection Period. If Seller, if any new exception after having used commercially reasonable good faith efforts (which shall include curing and removing of record all Voluntary Liens and expending money to title not revealed in the cure all other Title Commitment is discovered by Buyer or by the Escrow Agent and is added Defects up to the Cure Amount), is unable to cure a Title Commitment by the Escrow Agent at Defect on or prior to Closing, Buyer shall have until the earlier of may, at its discretion (i) elect to adjourn the Closing for a period not to exceed ten (10) business days after the Buyer's receipt of the updated, revised Title Commitment showing the new title exception, together with a legible copy of any such new matter, or (ii) the date of Closing, to provide allow Seller with written notice of its new Objection. If Seller does not commit to remove or cure such Objection as aforesaidTitle Defect, Buyer may elect as its sole and exclusive remedy in such eventevent Seller shall continue to use commercially reasonable good faith efforts to effect such cure, to either (i) terminate this Agreement, in which case the E▇▇▇▇▇▇ Money shall be returned to Buyer, and neither party shall have any further obligation hereunder, except as otherwise expressly set forth herein, or (ii) elect to accept waive in writing such Title Defect in which case it shall be deemed a Permitted Exception or (iii) terminate this Agreement in which event Buyer shall be entitled to receive the Escrow Deposit. If an act or omission of Seller that is not reflected in the Title Commitment or any continuation thereof or in the Permitted Exceptions as of the Closing Date has an effect on title to the Real Property subject and if Seller does not cure or cause Title Company to insure over such unresolved item in a manner satisfactory to Buyer in its sole discretion, then Buyer may either waive such matter or uncured new Objectionterminate this Agreement and receive the Escrow Deposit and pursue its remedies under Section 10.2. Notwithstanding anything in this Section 4.3 to the contrary, whereupon Buyer may, in its sole discretion, at any time accept such new Objection shall be deemed an additional Permitted Exceptiontitle as Seller can convey, without reduction of the Purchase Price or any credit or allowance on account thereof.

Title Defects. Buyer (i) Ten (10) days after receipt by Purchaser of an original Title Commitment or any survey or Leasehold Title Commitment obtained pursuant to Section 2.04(b) hereof, Purchaser shall order a title commitment (give Seller and the "Title Company written notice of any defect(s) disclosed in such Title Commitment", survey or Leasehold Title Commitment that: (w) for is (are) not included in the Property from Escrow Agent promptly after the Effective Date. If exceptions specifically identified on the Title Commitment discloses exceptions to title which Buyer finds to be objectionable, Buyer shall provide Seller with written notice or Leasehold Title Commitment; (x) is(are) not included in clauses (a)-(d) of its objection to any such title exception (each, an "Objection") prior the definition of Permitted Exceptions related to the expiration applicable Owned Real Estate or Leased Real Estate; (y) that materially adversely affect(s) the business of the Due Diligence Period, Branch situated upon such Owned Real Estate or Leased Real Estate; and Seller shall have five (5z) business days from the date which Purchaser does not approve. Failure of Purchaser to provide such notice to agree to have each Objection removed prior to Closing, or to have the title insurer commit to insure over such Objection or to correct each such other matter. If Seller does not commit to remove or cure such Objection as aforesaid, Buyer may elect as its sole and exclusive remedy on a timely basis shall constitute a waiver by Purchaser of any matter(s) disclosed in such eventTitle Commitment, survey or Leasehold Title Commitment and thereupon such matter(s) shall be deemed included in clause (b) of the definition of Permitted Exceptions set forth in this Agreement. (ii) If the notice referred to either in (i) terminate this Agreementabove is timely given by Purchaser, in which case the E▇▇▇▇▇▇ Money shall be returned to BuyerSeller shall, whereupon this Agreement shall be null and void and of no further force and effect, or (ii) elect to accept title to the Property subject to such unresolved or uncured Objection, whereupon such Objection shall be deemed an additional Permitted Exception. If Buyer fails to make either such election, Buyer shall be deemed to have elected to terminate this Agreement and receive a return of the E▇▇▇▇▇▇ Money. After the expiration of the Due Diligence Period, if any new exception to title not revealed in the Title Commitment is discovered by Buyer or by the Escrow Agent and is added to the Title Commitment by the Escrow Agent at or prior to Closing, Buyer shall have until the earlier of (i) within ten (10) days after of such notice, notify Purchaser and the BuyerTitle Company as to whether Seller shall cure or remove any defect(s). Following Seller's receipt notice to Purchaser and the Title Company that Seller elects not to cure any defect(s), Purchaser must elect, within five (5) days, as its sole remedy hereunder with respect to such defect(s), to terminate this Agreement as to the Assets and Liabilities attributable to the Branch situated upon the affected Owned Real Estate and/or Leased Real Estate. Purchaser's failure to make such an election shall be deemed to be a waiver of such defect(s) and such defect(s) shall be included in the Permitted Exceptions and shown as Permitted Exceptions in the deed and the title policy relating to such Owned Real Estate or Leasehold Estate. (iii) Seller shall cause the Title Company to update the Title Commitments and Purchaser may, at its sole cost and expense, cause the Title Company to update Leasehold Title Commitments, as of the updated, revised business day prior to the Closing Date. In the event that the updated Title Commitment showing or Leasehold Title Commitment as to any Owned Real Estate or Leasehold Estate discloses any defect(s) not included in the new title exceptionoriginal Title Commitment, together with a legible copy of any such new mattersurvey or Leasehold Title Commitment, or the procedure set forth in (ii) the date of Closing, to provide Seller with written notice of its new Objection. If Seller does not commit to remove or cure such Objection as aforesaid, Buyer may elect as its sole and exclusive remedy in such event, to either (i) terminate this Agreement, in which case the E▇▇▇▇▇▇ Money above shall be returned to Buyer, and neither party shall have any further obligation hereunder, except as otherwise expressly set forth herein, or (ii) elect to accept title to the Property subject to such unresolved or uncured new Objection, whereupon such new Objection shall be deemed an additional Permitted Exceptionapply.

Title Defects. Buyer Seller shall order a convey and Purchaser shall accept such title commitment (as any Title Company shall be willing to insure in accordance with its standard form of title policy approved by the "New York State Department of Financial Services, free of all encumbrances, exceptions and liens, except as otherwise stated herein and subject to the standard, pre-printed exceptions contained in the Title Commitment") for Company's report. Prior to Closing, Seller shall cause all historical designations set forth on the Property from Escrow Agent promptly after Town of Islip Department of Planning Development Building Division Certificate and any certificate of occupancy to be removed and shall obtain an updated Building Division Certificate without any such historical designation. Seller shall have the Effective Dateoption, at its sole discretion, to satisfy Purchaser's timely objections to title, other than the Permitted Encumbrances, prior to Closing. If the Title Commitment discloses exceptions Seller elects not to title which Buyer finds to be objectionablesatisfy such objections, Buyer shall provide then Seller with must deliver written notice of its objection such election to any Purchaser within ten (10) days of receiving the Title Report, and Purchaser must within thirty (30) days of receipt of Seller's notice to the objections either: (i) waive the objections and accept such title exception as Seller is able to convey (each, an "Objection") prior to the expiration of the Due Diligence Period, and Seller shall have five (5) business days from other than items arising after the date of such notice to agree to have each Objection removed prior to Closing, or to have the title insurer commit to insure over such Objection or to correct each such other matter. If Seller does not commit to remove or cure such Objection as aforesaid, Buyer may elect as its sole and exclusive remedy Title Report) without reduction in such event, to either (i) terminate this Agreement, in which case the E▇▇▇▇▇▇ Money shall be returned to Buyer, whereupon this Agreement shall be null and void and of no further force and effectPurchase Price, or (ii) elect to accept title to the Property subject to such unresolved or uncured Objection, whereupon such Objection shall be deemed an additional Permitted Exception. If Buyer fails to make either such election, Buyer shall be deemed to have elected to terminate this Agreement and receive a return of Contract by giving written notice to Seller on or before the E▇▇▇▇▇▇ Money. After the expiration of the Due Diligence Period, if any new exception to title not revealed in the Title Commitment is discovered by Buyer or by the Escrow Agent and is added to the Title Commitment by the Escrow Agent at or prior to Closing, Buyer shall have until the earlier of thirtieth (i30th) ten (10) days after the Buyer's day following receipt of Seller's notice that it will not satisfy the updated, revised Title Commitment showing the new title exception, together with a legible copy of any such new matter, or (ii) the date of Closing, to provide Seller with written notice of its new Objection. If Seller does not commit to remove or cure such Objection as aforesaid, Buyer may elect as its sole and exclusive remedy in such event, to either (i) terminate this Agreementobjections, in which case event the E▇▇▇▇▇▇ Money Downpayment shall be returned to BuyerPurchaser and the parties hereto shall be released of any further liability hereunder. If Seller elects to satisfy such objections, the Seller shall, at Seller's option, be entitled to an adjournment, if necessary, not to exceed 60 days in the aggregate from the date set for the Closing, for the purpose of removing such defect, lien or encumbrance. However, any action taken by the Seller to remove such defect, lien or encumbrance shall not, in and of itself, be deemed an admission on Seller's part that such defect, lien or encumbrance is one which would give the Purchaser the right to cancel this Contract, notwithstanding that the same may still be a valid title objection hereunder. Notwithstanding the foregoing, Seller shall be obligated to: (i) remove any matters prior to Closing which it has agreed to remove, and shall satisfy: (a) all judgments against Seller and (b) all mortgages and other monetary liens or violations (other than those attributable to Purchaser), and, (ii) with respect to any matters arising after the date of the Title Report: (x) to remove any voluntary liens or encumbrances ("voluntary" meaning an instrument executed by Seller), and (y) to remove any involuntary liens or encumbrances caused by Seller's acts or omissions up to a maximum amount of $150,000.00, and Purchaser shall be entitled to a credit against the Purchase Price for any involuntary liens in excess of such $150,0000 amount which are not removed or cured by Seller. In the event that the Seller is unable to eliminate the title objections and convey the Premises despite the use of commercially reasonable efforts, subject to and in accordance with this Contract on the date set for the delivery of the Deed, or on any adjourned date permitted hereunder, and provided that Seller is not otherwise in default hereunder, Seller's sole obligation shall be to refund to the Purchaser the Downpayment with interest thereon, together with Purchaser's reasonable out-of-pocket expenses in connection with the Title Report; and upon the payment thereof or tender of said payment, this Contract shall terminate and come to an end, and neither party shall have any further obligation hereunderclaim for damages against the other. However, except Purchaser may, if Purchaser shall so elect in Purchaser's sole discretion, accept such title as otherwise expressly Seller is able to convey and shall pay the full Purchase Price. Notwithstanding anything to the contrary set forth herein, no lien or (ii) elect to accept title to encumbrance against the Property subject to such unresolved Premises arising out of any action or uncured new Objectioninaction of Purchaser, whereupon such new Objection or any of its agents, contractors, subcontractors, vendors, assignees, employees or invitees shall be deemed to be an additional objection to title or to render title uninsurable and Purchaser shall purchase the Premises subject to same without reduction in the Purchase Price. Purchaser shall cause the Title Company to update the Title Report on or about the Approval Date, as same may be extended pursuant to this Contract, and from time to time prior to the date of Closing. In the event any title or survey defects, exceptions, encumbrances or liens which are not Permitted ExceptionEncumbrances arise from and after the date of the original Title Report, such title defects shall be deemed title defects as if such title defects were set forth in the original Title Report, and the parties shall have the same rights and obligations with respect to such new title defects as if such defects were set forth in the original Title Report.

Title Defects. In the event Buyer shall order has the Title Commitment down-dated in accordance with Section 4(a) above, then Buyer may, within three (3) days of Buyer’s receipt of the down-dated Title Commitment but in no event later than the day before the Closing Date, object in writing to any condition of title not identified as a Permitted Exception, which, in Buyer’s sole discretion, affects the marketability or insurability of title commitment to the Real Property (hereinafter referred to as a “Title Defect”). If Buyer provides Seller with proper written notice of any objections affecting the "title to the Real Property as revealed by the down-dated Title Commitment") for , Seller shall then have the Property from Escrow Agent promptly after right, but not the Effective Dateobligation, to cure or satisfy such Title Defect at or before the Closing; provided, however, that Seller shall not be required to institute any lawsuit or other legal proceedings to cure or satisfy any Title Defect. If the Title Commitment discloses exceptions to title which Buyer finds Defects are not satisfied by Seller at or before the Closing, then, at the option of Buyer, as evidenced by written notice to be objectionablegiven to Seller and Escrow Agent at or before Closing, Buyer shall provide Seller with written notice of may, at its objection to any such title exception (eachoption, an "Objection") prior to the expiration of the Due Diligence Period, and Seller shall have five (5) business days from the date of such notice to agree to have each Objection removed prior to Closing, or to have the title insurer commit to insure over such Objection or to correct each such other matter. If Seller does not commit to remove or cure such Objection as aforesaid, Buyer may elect as its sole and exclusive remedy in such event, to either (i) elect to terminate this Agreement, in which case event Escrow Agent shall return the E▇▇▇▇▇▇ Money Deposit together with all accrued interest forthwith to Buyer and no party shall be returned thereafter have any further rights, duties or obligations hereunder except with regard to Buyer, whereupon indemnifications which shall by their express terms survive the termination of this Agreement shall be null and void and of no further force and effect, Agreement; or (ii) elect to accept title to close the Property purchase transaction contemplated herein subject to such unresolved or uncured ObjectionTitle Defects, whereupon such Objection shall be deemed without any reduction of the Purchase Price other than for Title Defects of an additional Permitted Exceptionascertainable monetary value that are the sole and exclusive obligation of Seller, in an amount not to exceed Five Thousand and 00/100 Dollars US ($5,000.00), cumulatively, without Seller’s prior written consent. If Buyer fails to make either such electionnotify Seller that Buyer is terminating this Agreement pursuant to this Section 4(b), Buyer shall be deemed to have elected to terminate this Agreement and receive a return of the E▇▇▇▇▇▇ Money. After the expiration of the Due Diligence Period, if any new exception to title not revealed in the Title Commitment is discovered by Buyer or by the Escrow Agent and is added to the Title Commitment by the Escrow Agent at or prior to Closing, Buyer shall have until the earlier of (i) ten (10) days after the Buyer's receipt of the updated, revised Title Commitment showing the new title exception, together with a legible copy of any such new matter, or selected option (ii) in the date of Closing, to provide Seller with written notice of its new Objection. If Seller does not commit to remove or cure such Objection as aforesaid, Buyer may elect as its sole and exclusive remedy in such event, to either (i) terminate this Agreement, in which case the E▇▇▇▇▇▇ Money shall be returned to Buyer, and neither party shall have any further obligation hereunder, except as otherwise expressly set forth herein, or (ii) elect to accept title to the Property subject to such unresolved or uncured new Objection, whereupon such new Objection shall be deemed an additional Permitted Exceptionprevious sentence.

Title Defects. Buyer If, upon review of the Title Documents, Purchaser asserts the existence of any encumbrance, encroachment, defect in or other matter affecting title which, in Purchaser's opinion, renders title to the Property, unmarketable or otherwise unacceptable, and which Purchaser does not waive (any of the foregoing shall order be deemed a title commitment "Title Defect"), Purchaser will give Seller written notice of such Title Defect(s) within ten (10) business days after Purchaser's discovery of each such Title Defect and, in any case, on or before the date of Closing. After receipt of such notice, Seller shall use such efforts and expend such amount as are reasonable to remove or cure any such Title Defects prior to Closing. Seller shall have no obligation, however, to cure any Title Defect. If Seller elects, in its sole discretion, to cure any Title Defect, Seller may, by written notice to Purchaser within five (5) days of such election but, in any event, prior to the date of Closing, extend the date of Closing for a period up to thirty (30) days (the "Title CommitmentDefect Extension") for the Property from Escrow Agent promptly after the Effective Datein order to attempt to cure such Title Defect. If Seller elects to invoke the Title Commitment discloses exceptions to title which Buyer finds to be objectionableDefect Extension, Buyer Seller shall provide Seller with give written notice to Purchaser when any Title Defect is cured and Closing shall occur on the tenth (10th) business day following the giving of its objection such notice or such other date to which the parties may agree which shall be, in any such title exception (eachevent, an "Objection") prior to the expiration end of the Due Diligence Period, and Seller shall have five thirty (530) business days from the date of such notice to agree to have each Objection removed prior to Closing, or to have the title insurer commit to insure over such Objection or to correct each such other matterday time period referenced above for Title Defect extension. If Seller does not commit or is unable to so remove or cure all such Objection as aforesaidTitle Defects prior to Closing, Buyer may elect as its sole and exclusive remedy in such event, to either Purchaser may: (i) terminate this Agreement, in which case the E▇▇▇▇▇▇ Money shall be returned waive all such uncured Title Defects and accept such title as Seller is able to Buyer, whereupon this Agreement shall be null and void and convey as of no further force and effect, Closing; or (ii) elect to accept title to the Property subject to such unresolved or uncured Objection, whereupon such Objection shall be deemed an additional Permitted Exception. If Buyer fails to make either such election, Buyer shall be deemed to have elected to terminate this Agreement and receive a return all parties shall be relieved of any further obligations hereunder. Seller shall be entitled to use and rely on the E▇▇▇▇▇▇ Moneynet proceeds from Closing otherwise due to the Seller in order to cure or remove any Title Defect which may be removed by payment of an ascertainable amount of money and for which the title policy will delete or affirmatively insure over the Title Defect so cured in conjunction with, and at the time of, the Closing. After Purchaser agrees that any Title Defect shall be deemed cured if Seller shall cause the expiration of the Due Diligence Period, if any new exception Title Defect to title not revealed in be deleted from the Title Commitment is discovered by Buyer and the "Title Policy" as defined below, or by the Escrow Agent and is added if Seller obtains affirmative title insurance protection inuring to the Title Commitment by the Escrow Agent purchaser with respect thereto at or prior to before the Closing, Buyer shall have until the earlier of (i) ten (10) days after the Buyer's receipt of the updated, revised Title Commitment showing the new title exception, together with a legible copy of any such new matter, or (ii) the date of Closing, to provide Seller with written notice of its new Objection. If Seller does not commit to remove or cure such Objection as aforesaid, Buyer may elect as its sole and exclusive remedy in such event, to either (i) terminate this Agreement, in which case the E▇▇▇▇▇▇ Money shall be returned to Buyer, and neither party shall have any further obligation hereunder, except as otherwise expressly set forth herein, or (ii) elect to accept title to the Property subject to such unresolved or uncured new Objection, whereupon such new Objection shall be deemed an additional Permitted Exception.

Title Defects. 3.1.1 Prior to the Title Objections Deadline, Buyer shall order a have the right to object in writing to any title commitment (matters that appear on the "Title Commitment", the Survey, and any updates thereto (whether or not such matters constitute Permitted Exceptions). In addition, after expiration of the Due Diligence Period, Buyer shall have the right to object in writing to any title matters which are not Permitted Exceptions and which materially adversely affect Buyer’s title to the Real Property (as reasonably determined by Buyer in good faith) for the Property from Escrow Agent promptly after the Effective Date. If if (i) such matters first appear on any update to the Title Commitment discloses exceptions to title which Buyer finds to be objectionable, Buyer shall provide Seller with written notice of its objection to any such title exception (each, an "Objection") prior to or Survey issued after the expiration of the Due Diligence Period, and Seller shall have (ii) such objection is made by Buyer within five (5) business days from the date of Business Days after such notice to agree to have each Objection removed updated Title Commitment or Survey is received by Buyer (but, in any event, prior to Closingthe Scheduled Closing Date). Unless Buyer is entitled to and timely objects to such title matters, or all such title matters shall be deemed to have constitute additional Permitted Exceptions. 3.1.2 With respect to any title objections that are not Required Removal Exceptions, Seller may elect to Remove any such exceptions to title and Seller may notify Buyer in writing within five (5) Business Days after receipt of Buyer’s notice of Buyer’s title objections (but, in any event, prior to the Scheduled Closing Date) whether Seller elects to Remove the same. Failure of Seller to respond in writing within such period shall be deemed an election by Seller not to Remove Buyer’s title insurer commit to insure over such Objection or to correct each such other matterobjections. If Seller does elects or is deemed to have elected not commit to remove Remove one or cure such Objection as aforesaidmore of Buyer’s title objections, then, within five (5) Business Days after Seller’s election or deemed election (but, in any event, prior to the Scheduled Closing Date), Buyer may elect as its sole and exclusive remedy in such event, writing to either (i) terminate this Agreement, in which case event the E▇▇▇▇▇▇ Money Deposit shall be returned paid to BuyerBuyer and, whereupon this Agreement thereafter, the parties shall be null and void and of have no further force and effectrights or obligations hereunder except for obligations which expressly survive the termination of this Agreement, or (ii) elect waive such title objections and proceed to accept title Closing without any reduction of or credit against the Purchase Price. Failure of Buyer to the Property subject to respond in writing within such unresolved or uncured Objection, whereupon such Objection period shall be deemed an additional election by Buyer to waive such title objections and proceed to Closing. Any such title objection so waived (or deemed waived) by Buyer shall constitute a Permitted Exception. LEGAL02/38855357v6 7 3.1.3 If this Agreement is not terminated by Buyer fails in accordance with the provisions hereof, Seller shall, at Closing, Remove all Required Removal Exceptions. If Seller is unable to make either such electionRemove any Required Removal Exceptions prior to the Closing (as extended as provided in Section 3.1.4, Buyer shall be deemed may at Closing elect to have elected to terminate this Agreement and receive a return of the E▇▇▇▇▇▇ Money. After the expiration of the Due Diligence Period, if any new exception to title not revealed in the Title Commitment is discovered by Buyer or by the Escrow Agent and is added to the Title Commitment by the Escrow Agent at or prior to Closing, Buyer shall have until the earlier of either (i) ten (10) days after the exercise Buyer's receipt of the updated, revised Title Commitment showing the new title exception, together with a legible copy of any such new matter’s rights under Section 9.2, or (ii) accept such exceptions to title and the date Closing shall occur as herein provided without any reduction of Closing, to provide or credit against the Purchase Price. 3.1.4 Seller with written notice of its new Objection. If Seller does not commit to remove or cure such Objection as aforesaid, Buyer may elect as its sole and exclusive remedy in such event, to either (i) terminate this Agreement, in which case the E▇▇▇▇▇▇ Money shall be returned entitled to Buyer, and neither party one or more extensions of the Scheduled Closing Date (not to exceed thirty (30) days in the aggregate) to allow additional time for Seller to Remove any exceptions to title. Seller shall have the right to replace the Title Company with another nationally recognized title insurance company reasonably satisfactory to Buyer if the Title Company fails or refuses to Remove any further obligation hereunder, except as otherwise expressly set forth herein, exceptions to title that Seller elects or (ii) elect is required to accept title to the Property subject to such unresolved or uncured new Objection, whereupon such new Objection shall be deemed an additional Permitted ExceptionRemove.

Title Defects. Buyer shall order a title commitment Within fifteen (15) days after receipt by Purchaser ------------- of the "last to be received of the updated Title Commitment, the Lien Searches and the Survey, Purchaser shall notify Seller in writing (a "Disapproval Notice") for of any Defects other than Permitted Exceptions that are objected to by Purchaser. With respect to any Defects noted in a Disapproval Notice, Seller (a) shall cause any such Defects which are monetary liens of a fixed and ascertainable amount that may be removed solely by the Property from Escrow Agent promptly after the Effective Date. If the Title Commitment discloses exceptions payment of money, including without limitation, mortgage liens, security interests, judgment and mechanics' liens (collectively hereinafter referred to title which Buyer finds as "Required Cure Items"), to be objectionableremoved, Buyer shall provide Seller with written notice of its objection to any such title exception (each, an "Objection") cured or insured over at or prior to the expiration Closing and shall deposit with the Title Company releases or other appropriate instruments, in recordable form, sufficient to cause the removal of such items from the title (provided, however, that in no event shall Seller be required to pay more than Twenty Million Dollars ($20,000,000.00) in the aggregate with respect to Required Cure Items), and (b) shall notify Purchaser in writing within ten (10) days after receipt of the Due Diligence PeriodDisapproval Notice whether Seller will cause all or any of such other Defects to be removed, cured or insured over at or prior to Closing, and Seller shall have five (5) business days from the date of such notice to agree be deemed to have each Objection removed prior elected to remove, cure or insure over all other Defects by Closing if Seller does not notify Purchaser to the contrary in writing within such ten (10) day period. If Seller elects not to remove, cure or insure over all Defects, Purchaser may elect, in its sole discretion, (i) subject to satisfaction of the other conditions to Closing, to close the purchase of the Property, take title subject to the Defect noted in the Disapproval Notice that Seller elects not to remove, cure or to have the title insurer commit to insure over such Objection and deduct from the Purchase Price all costs incurred by Purchaser in connection with Purchaser's cure or removal of each Required Cure Item up to correct each such other matter. If Seller does not commit a maximum of Twenty Million Dollars ($20,000,000.00) in the aggregate for all of the Required Cure Items, or (ii) to remove or cure such Objection as aforesaid, Buyer may elect as its sole and exclusive remedy in such event, to either (i) terminate this Agreement, in which case event the E▇▇▇▇▇▇▇ Money and all interest accrued thereon shall be immediately returned to BuyerPurchaser. Seller shall use commercially reasonable efforts to remove, whereupon this Agreement shall be null cure or insure over all Required Cure Items and void and of no further force and effectall Defects that Seller elects, or is deemed to have elected, to cure, remove or insure over. Seller shall have thirty (ii30) elect days to accept title remove, cure or insure over any Defect that it has elected to the Property subject to such unresolved remove, cure or uncured Objection, whereupon such Objection shall be deemed an additional Permitted Exception. If Buyer fails to make either such election, Buyer shall be insure over (or is deemed to have elected to terminate remove, cure or insure over). The Closing Date shall be extended as necessary to permit the parties to exercise their respective rights and obligations pursuant to this Agreement and receive a return Section 3.2. If any other update of the E▇▇▇▇▇▇ Money. After the expiration Title Commitment, or any update of the Due Diligence PeriodLien Searches or the Survey at any time discloses any Defects which are not Permitted Exceptions and which were not previously disclosed, if Purchaser shall deliver a Disapproval Notice to Seller within five (5) business days after receipt of such update and thereafter the rights and obligations of Seller and Purchaser shall be as set forth above in this Section 3.2 with respect to removal or cure of such new Defects. Notwithstanding anything to the contrary contained in this Agreement, any new exception to title not revealed in the Title Commitment is discovered insurance obtained by Buyer Seller over a Defect or a Required Cure Item shall be by the Escrow Agent and is added endorsement to the Title Commitment by the Escrow Agent at or prior Policy in form and substance reasonably acceptable to Closing, Buyer shall have until the earlier of (i) ten (10) days after the Buyer's receipt of the updated, revised Title Commitment showing the new title exception, together with a legible copy of any such new matter, or (ii) the date of Closing, to provide Seller with written notice of its new Objection. If Seller does not commit to remove or cure such Objection as aforesaid, Buyer may elect as its sole and exclusive remedy in such event, to either (i) terminate this Agreement, in which case the E▇▇▇▇▇▇ Money shall be returned to Buyer, and neither party shall have any further obligation hereunder, except as otherwise expressly set forth herein, or (ii) elect to accept title to the Property subject to such unresolved or uncured new Objection, whereupon such new Objection shall be deemed an additional Permitted ExceptionPurchaser.

Title Defects. Buyer shall order (i) Attached hereto as Exhibit “C-2” is a title commitment from the Title Company with respect to the Premises (the "“FATIC Title Commitment") for ”). At or before the Property from Escrow Agent promptly after the Effective Date. If Closing, Seller shall provide the Title Company with (A) affidavits or other instruments sufficient to satisfy those requirements referenced on Schedule B-I of the FATIC Title Commitment discloses exceptions as item 3 (but only with respect to title contractors and materialmen engaged by Seller), item 4, item 5 (exclusive of Notices of Commencement with respect to matters for which Buyer finds will assume responsibility to complete under the terms of this Agreement) and item 6 and (B) an Affidavit of Title sufficient to (x) limit exception 2 appearing on Schedule B-II of the FATIC Title Commitment to the rights or claims of parties in possession as tenants only under the Existing Leases in effect at Closing, (y) remove exception 5 appearing on Schedule B-II of the FATIC Title Commitment to the extent applicable to any such lien rights available to contractors engaged by Seller (exclusive of lien rights available to contractors with respect to matters for which Buyer will assume responsibility to complete under the terms of this Agreement), and (z) remove exception 7 appearing on Schedule B-II of the FATIC Title Commitment. Except as otherwise expressly provided in this Paragraph 4, or agreed to in writing by Seller pursuant to a response to Buyer’s Title Notice, Seller shall have no obligation to cause any exceptions or encumbrances which are not Permitted Encumbrances to be objectionableomitted or removed from any title commitment or any title insurance policy to be issued in connection with the sale of the Premises; provided, Seller’s failure to remove any matter that is not a Permitted Encumbrance will give rise to Buyer’s rights under subparagraph (e) of this Paragraph 4. (ii) Buyer shall provide be deemed to have waived its right to object to any encumbrance or other title exception or matter reflected in the FATIC Title Commitment and any matter reflected on a Survey Plan unless Buyer shall have given Seller with a specific written notice of its objection to any such title exception matter that is not a Permitted Encumbrance (each, an "Objection"a “Title Notice”) prior to by the expiration of the Due Diligence Inspection Period, and . Seller shall have five no obligation to cure any alleged defect, objection or survey matter raised in any Title Notice, except for the monetary liens referred to in subparagraph (5e) business days from the date of such notice this Paragraph 4 that are to agree to have each Objection removed prior to Closing, be paid by Seller at or to have the title insurer commit to insure over such Objection before Closing or to correct each such other matter. If Seller does not commit to remove or cure such Objection as aforesaid, Buyer may elect as its sole and exclusive remedy provided in such event, to either subparagraph (i) terminate this Agreementabove. Upon Buyer’s failure to timely object, in which case any encumbrance or other title exception or matter reflected on the E▇▇▇▇▇▇ Money FATIC Title Commitment or Survey Plans, and any update thereof, shall be returned to Buyer, whereupon this Agreement shall be null and void and of no further force and effect, or (ii) elect to accept title to the Property subject to such unresolved or uncured Objection, whereupon such Objection shall thereafter be deemed an additional a Permitted ExceptionEncumbrance. If Buyer fails to make either such election, Buyer shall be deemed to have elected to terminate this Agreement and receive a return of the E▇▇▇▇▇▇ Money. After the expiration of the Due Diligence Period, if any new exception to title not revealed in the Title Commitment is discovered by Buyer or by the Escrow Agent and is added to the Title Commitment by the Escrow Agent at or prior to Closing, Buyer Seller shall have until the earlier of (i) right, at its sole option, upon written notice given to Buyer within ten (10) days after the Buyer's of receipt of Buyer’s Title Notice, (A) of either (X) agreeing to remove any encumbrance or other title exception or matter which is not a Permitted Encumbrance or (Y) providing the updatedTitle Company such assurances as the Title Company requires to insure Buyer against any loss arising from such encumbrance or other title exception or matter, revised Title Commitment showing the new provided Buyer reasonably approves insuring over any title exception, together with a legible copy of any such new matter, or (iiB) the date subject to subparagraph (e) of Closingthis Paragraph 4, elect to provide Seller with written notice of its new Objection. If Seller does not commit to remove or cure such Objection as aforesaid, Buyer may elect as its sole and exclusive remedy in such event, to either do neither (iX) terminate this Agreementnor (Y), in which case the E▇▇▇▇▇▇ Money shall be returned to Buyer, and neither party event Buyer shall have any further obligation hereunder, except as otherwise expressly the rights set forth herein, or in subparagraph (iie) elect of this Paragraph 4. Failure by Seller to accept title to the Property subject to deliver such unresolved or uncured new Objection, whereupon such new Objection notice shall be deemed an additional Permitted Exceptionelection under subparagraph (B) above.

Title Defects. Buyer shall order a title commitment If: (the "Title Commitment"i) for the Property from Escrow Agent promptly after the Effective Date. If the Title Commitment discloses reflects any exceptions to title which are not acceptable to Buyer, in Buyer’s sole discretion; (ii) the Survey discloses any state of fact not acceptable to Buyer, in Buyer’s sole discretion; or (iii) at any time prior to the Closing, title to the Property is encumbered by any exception to title not acceptable to Buyer, in Buyer’s sole discretion (with any such exception or unacceptable state of fact being referred to herein as a “Title Defect”); then Buyer finds may, on or before the Satisfaction Date (or, in the case of a Title Defect not disclosed by the Title Commitment prior to be objectionablethe Satisfaction Date, Buyer shall within fifteen (15) days after ▇▇▇▇▇ receives notice of such Title Defect), provide Seller with written notice of its objection to any such title exception (each, an "Objection") prior to the expiration of the Due Diligence Period, and Title Defect. Seller shall have five the right, but not the obligation (5except as specifically set forth below), during the thirty (30) business days from the date day period after receipt of such notice to agree to have each Objection removed prior to notice, but not later than the Closing, to remove such Title Defect or obtain affirmative title insurance coverage acceptable to have the title insurer commit Buyer, insuring and defending Buyer against any loss, cost, or expense arising out of or related to insure over such Objection or to correct each such other matterTitle Defect (“Affirmative Coverage”). If Seller does not commit elects to remove do so, then on or before the Closing Date (as defined below), Seller shall provide Buyer with reasonable evidence of such removal or provide reasonable evidence that such Title Defect will be removed or that such Affirmative Coverage will be obtained. Notwithstanding anything contained herein to the contrary, Seller shall be obligated to expend whatever sums are required to cure such Objection as aforesaidor obtain Affirmative Coverage for the following Title Defects prior to, Buyer may elect as its sole and exclusive remedy in such eventor at, to either the Closing: (i) terminate this AgreementAll mortgages, in which case the E▇▇▇▇▇▇ Money shall be returned to Buyersecurity deeds, whereupon this Agreement shall be null and void and of no further force and effectliens, or other security instruments encumbering the Property (which are not the result of acts or omissions of Buyer); (ii) elect Judgments against Seller (which are not the result of acts or omissions of Buyer) which have attached to accept title to and become a lien against the Property subject to such unresolved or uncured Objection, whereupon such Objection shall be deemed an additional Permitted Exception. If Buyer fails to make either such election, Buyer shall be deemed to have elected to terminate this Agreement Property; (iii) All past due ad valorem taxes and receive a return of the E▇▇▇▇▇▇ Money. After the expiration of the Due Diligence Period, if any new exception to title not revealed in the Title Commitment is discovered by Buyer or by the Escrow Agent and is added to the Title Commitment by the Escrow Agent at or prior to Closing, Buyer shall have until the earlier of (i) ten (10) days after the Buyer's receipt of the updated, revised Title Commitment showing the new title exception, together with a legible copy assessments of any such new matterkind, which constitute a lien against the Property; and (iv) All past due (or currently due) assessments or fees of any kind related to any easement, declaration, covenants, or (ii) similar encumbrance affecting the date of Closing, to provide Seller with written notice of its new Objection. If Seller does not commit to remove or cure such Objection as aforesaid, Buyer may elect as its sole and exclusive remedy in such event, to either (i) terminate this Agreement, in which case the E▇▇▇▇▇▇ Money shall be returned to Buyer, and neither party shall have any further obligation hereunder, except as otherwise expressly set forth herein, or (ii) elect to accept title to the Property subject to such unresolved or uncured new Objection, whereupon such new Objection shall be deemed an additional Permitted ExceptionProperty.

Title Defects. Buyer On or before the Due Diligence Expiration Date, Purchaser shall order a title commitment (the "Title Commitment") for the Property from Escrow Agent promptly after the Effective Date. If notify Seller of any matters shown on the Title Commitment discloses or the Survey that are not acceptable to Purchaser (such exceptions referred to title which Buyer finds to be objectionable, Buyer shall provide Seller with written notice of its objection to herein as the “Title Defects”). If any such title exception (each, an "Objection") prior updates to the expiration of the Due Diligence PeriodTitle Commitment or Survey shall disclose any additional matters, and Seller Purchaser shall have five (5) business days from the date receipt of such updates within which to notify Seller thereof, in which case any such matters for which Purchaser provides notice shall also be treated as “Title Defects” hereunder. Seller may elect in its sole discretion, by written notice to agree to have each Objection removed prior to Closing, or to have the title insurer commit to insure over such Objection or to correct each such other matter. If Seller does not commit to remove or cure such Objection as aforesaid, Buyer may elect as its sole and exclusive remedy in such eventPurchaser, to either (i) undertake at its expense to cure such Title Defects prior to the Closing, or (ii) not cure such Title Defects. In the event that Seller does not elect to cure such Title Defects within five (5) days after Purchaser’s notice, Seller shall be deemed to have elected not to cure such Title Defects. If Seller elects or is deemed to have elected not to cure any Title Defect, Purchaser may, by notice to Seller on or prior to the date five (5) days after Seller’s election or deemed election, either (x) terminate this Agreement, in which case event the EDeposit plus all accrued interest shall be returned to Purchaser and all parties shall be relieved of any further obligations hereunder except for obligations hereunder that expressly survive termination, or (y) indicate to Seller that, notwithstanding the Title Defects described in this Section 5(c), Purchaser shall not terminate this Agreement as a result of such Title Defects (such Title Defects, as well as any matters shown in the Title Commitment or Survey to which Purchaser does not object as permitted herein, being thereafter deemed to be “Permitted Exceptions” hereunder); provided, however, that Purchaser’s failure to notify Seller of its intentions pursuant to this sentence shall be deemed P▇▇▇▇▇▇ Money shall be returned ▇▇▇’s election to Buyer, whereupon this Agreement shall be null and void and of no further force and effect, or (ii) elect to accept title to the Property subject to such unresolved or uncured Objection, whereupon such Objection shall be deemed an additional Permitted Exception. If Buyer fails to make either such election, Buyer shall be deemed to have elected to not terminate this Agreement and receive its intention to proceed with performance hereunder. Notwithstanding the foregoing, Purchaser shall not be required to object to, and Seller shall be required to pay off at the Closing, any financing obtained or assumed by Seller and secured by a return mortgage covering the Property (provided, however, Seller shall be entitled to utilize the Purchase Price proceeds to effectuate any or all of the E▇▇▇▇▇▇ Money. After the expiration of the Due Diligence Period, if any new exception to title not revealed in the Title Commitment is discovered by Buyer or by the Escrow Agent and is added to the Title Commitment by the Escrow Agent at or prior to Closing, Buyer shall have until the earlier of (i) ten (10) days after the Buyer's receipt of the updated, revised Title Commitment showing the new title exception, together with a legible copy of any such new matter, or (ii) the date of Closing, to provide Seller with written notice of its new Objection. If Seller does not commit to remove or cure such Objection as aforesaid, Buyer may elect as its sole and exclusive remedy in such event, to either (i) terminate this Agreement, in which case the E▇▇▇▇▇▇ Money shall be returned to Buyer, and neither party shall have any further obligation hereunder, except as otherwise expressly set forth herein, or (ii) elect to accept title to the Property subject to such unresolved or uncured new Objection, whereupon such new Objection shall be deemed an additional Permitted Exceptionforegoing).

Title Defects. Buyer The Premises shall order a title commitment be conveyed by standard warranty deed, subject to easements and restrictions now of record, the rights of the public in all streets and roads abutting the Premises, liens for unpaid property taxes first coming due and payable after the Commencement Date, and zoning and such other matters created by Tenant or arising out of Tenant's use and occupancy of the Premises (the "Title CommitmentPermitted Exceptions"), but free and clear of the lien of any mortgage, deed of trust, or security interest created by or resulting from acts of the Landlord, any successor of Landlord, any party claiming through Landlord, or any other person, without the express consent of Tenant. Landlord shall, within fifteen (15) days after delivery of the Purchase Option Notice to Landlord or delivery of the Sale Option Notice to Tenant, whichever is applicable, obtain and deliver to Tenant a commitment for an ALTA owners form of title insurance, without standard exceptions, in the Property from Escrow Agent promptly amount of the Purchase Price. Within fifteen (15) days thereafter, Tenant shall notify Landlord in writing of any claimed defect in title. Within thirty (30) days after receipt of such notice, Landlord shall notify Tenant of Landlord's election whether or not to cure any or all of such defects. In the Effective Date. If the Title Commitment discloses exceptions event that Landlord shall be unable or unwilling to title which Buyer finds to be objectionable, Buyer shall provide Seller with written notice of its objection to cure any such claimed defects, Tenant shall have the option to (i) accept title exception (each, an "Objection") prior to the expiration Premises subject to such claimed defects, with a credit against the Purchase Price in an amount necessary to discharge any lien against the premises, the amount of the Due Diligence Periodwhich is liquidated as of closing, (including interest and Seller shall have five (5) business days from penalties thereon accrued to the date of such notice to agree to have each Objection removed prior to Closing, or to have the title insurer commit to insure over such Objection or to correct each such other matter. If Seller does closing) which is not commit to remove or cure such Objection as aforesaid, Buyer may elect as its sole and exclusive remedy in such event, to either (i) terminate this Agreement, in which case the E▇▇▇▇▇▇ Money shall be returned to Buyer, whereupon this Agreement shall be null and void and of no further force and effecta Permitted Exception, or (ii) elect terminate and rescind the exercise of the Purchase Option or the Sale Option, whichever is applicable, without any liability to accept title Landlord, and Tenant's right to the Property subject exercise such Purchase Option and Landlord's right to exercise such unresolved or uncured Objection, whereupon such Objection Sale Option thereafter shall be deemed an additional Permitted Exception. If Buyer fails to make either such election, Buyer shall be deemed to have elected to terminate this Agreement and receive a return of the E▇▇▇▇▇▇ Money. After the expiration of the Due Diligence Period, if any new exception to title not revealed in the Title Commitment is discovered by Buyer or by the Escrow Agent and is added to the Title Commitment by the Escrow Agent at or prior to Closing, Buyer shall have until the earlier of (i) ten (10) days after the Buyer's receipt of the updated, revised Title Commitment showing the new title exception, together with a legible copy of any such new matter, or (ii) the date of Closing, to provide Seller with written notice of its new Objection. If Seller does not commit to remove or cure such Objection as aforesaid, Buyer may elect as its sole and exclusive remedy in such event, to either (i) terminate this Agreement, in which case the E▇▇▇▇▇▇ Money shall be returned to Buyer, and neither party shall have any further obligation hereunder, except as otherwise expressly set forth herein, or (ii) elect to accept title to the Property subject to such unresolved or uncured new Objection, whereupon such new Objection shall be deemed an additional Permitted Exceptionterminated.

Title Defects. Buyer shall order a title commitment No later than five (the "Title Commitment"5) for the Property from Escrow Agent promptly after the Effective Date. If the Title Commitment discloses exceptions to title which Buyer finds to be objectionable, Buyer shall provide Seller with written notice of its objection to any such title exception (each, an "Objection") days prior to the expiration of the Due Diligence Period, Buyer shall deliver a notice to each Seller, as applicable, of the existence of any exceptions in each Title Commitment (other than Permitted Exceptions) that are unsatisfactory to Buyer (such exceptions being called “Title Defects”). Notwithstanding the foregoing, Buyer need not provide Seller with written notice under this Section 3.2 or Section 3.3 of its objection to any mortgages or deeds of trust that are created by a Seller or its predecessors in title, and related financing documentation recorded against the Property, Mechanic’s Liens (as defined below), tax liens encumbering the Property, and all other monetary liens encumbering the Property (collectively, “Mandatory Cure Items”), all of which, to the extent that they are reflected in the Title Commitments, shall be deemed Title Defects that Seller is obligated hereunder to remove at or prior to Closing. If Buyer timely notifies a Seller of the existence of any Title Defects for a Seller’s Individual Property, then such Seller shall have five (5) business days within which to notify Buyer whether such Seller intends to cure such Title Defects, and the failure by such Seller to notify Buyer within such 5-day period shall be deemed conclusively to be such Seller’s notice to Buyer of such Seller’s decision not to cure the Title Defects. If Buyer does not deliver such notice of Title Defects or does not do so timely, or does not list any particular title objection, in each instance other than Mandatory Cure Items that Seller is obligated to remove at or prior to Closing, then Buyer shall be deemed to have waived any and all objections to the state of title identified in such Title Commitment relating to such Individual Property not expressly identified as a Title Defect in any such notice (and all such matters not so expressly identified, other than Mandatory Cure Items, shall become Permitted Exceptions). If a Seller notifies, or is deemed to have notified, Buyer of its intention not to cure any Title Defects with respect to such Seller’s Individual Property, then Buyer shall have five (5) days from the date of such notice to agree Seller’s notification (or the date such Seller is deemed to have each Objection removed prior notified Buyer) to Closingnotify Sellers of its decision whether to (a) take title to the Individual Property as such Seller may give (i.e., waive the Title Defect), without abatement of the Purchase Price, or to have the title insurer commit to insure over such Objection or to correct each such other matter. If Seller does not commit to remove or cure such Objection as aforesaid, Buyer may elect as its sole and exclusive remedy in such event, to either (ib) terminate this AgreementAgreement with respect to all of the Property and all Sellers, and in which case the E▇▇▇▇▇▇ Money latter event, the Deposit shall be promptly returned to Buyer, whereupon Buyer and this Agreement shall be null and void and of no further force and effect, or (ii) elect terminate. If a Seller agrees to accept title to the Property subject cure any Title Defects with respect to such unresolved or uncured Objection, whereupon Seller’s Individual Property and such Objection shall be deemed an additional Permitted Exception. If Buyer fails to make either such election, Buyer shall be deemed to have elected to terminate this Agreement and receive a return of the E▇▇▇▇▇▇ Money. After the expiration of the Due Diligence Period, if any new exception to title not revealed in the Title Commitment is discovered by Buyer or by the Escrow Agent and is added to the Title Commitment by the Escrow Agent at or prior to Closing, Buyer shall have until the earlier of (i) ten (10) days after the Buyer's receipt of the updated, revised Title Commitment showing the new title exception, together with a legible copy of any such new matter, or (ii) the date of Closing, to provide Seller with written notice of its new Objection. If Seller does not commit to remove or cure such Objection as aforesaid, Buyer may elect as its sole and exclusive remedy in such event, to either (i) terminate this Agreement, in which case the E▇▇▇▇▇▇ Money shall be returned to Buyer, and neither party shall have any further obligation hereunder, except as otherwise expressly set forth herein, or (ii) elect to accept title to the Property subject to such unresolved or uncured new Objection, whereupon such new Objection shall be deemed an additional Permitted Exception.Title

Title Defects. Buyer shall order a title commitment Within ten (the "Title Commitment"10) for the Property from Escrow Agent promptly after days following the Effective Date, with respect to each of the Premises, Sellers shall order an ALTA title insurance commitment (with respect to each of the Premises, the “Title Commitment”) for an owner’s title insurance policy in the amount of the Purchase Price allocated to the Seller of such Premises from Jefferson Title Corporation in accordance with the provisions of Section 4(a) above. If Jefferson Title Corporation shall serve as “Referring Title Agent” to the Title Company and shall receive a referral fee from the Title Company pursuant to a separate agreement with the Title Company; provided that the Title Company delivers to Buyer an “Insured Closing Protection Letter” from Lawyers Title Insurance Corporation. The Title Commitment discloses exceptions to title which Buyer finds shall show Seller to be objectionablevested with good and marketable and insurable fee simple, or in the case of the Ground Leased Properties, leasehold, title to the Respective Premises and fee interest in all improvements and fixtures located on the Respective Premises, or in the case of the Ground Leased Properties, a fee for a period of time under the provisions of the Ground Leases, in an amount equal to the Allocated Purchase Price, free and clear of all Liens (as defined below), covenants, conditions, and rights-of-way other than the Permitted Exceptions. Buyer shall provide be deemed to have waived its right to object to any encumbrance or other title exception or matter reflected in the Title Commitments and any matter reflected on the Existing Survey (a “Title Defect”) unless Buyer shall have given the Seller with of the Premises to which the objection relates a specific written notice of its objection to any such title exception matter that is not a Permitted Encumbrance (each, an "Objection"a “Title Notice”) prior to the expiration end of the Due Diligence day that is fifteen (15) days after the Effective Date (the “Title Review Period”). Upon Buyer’s failure to timely object to any encumbrance or other title exception or matter reflected on the respective Title Commitment or the respective Existing Survey, and any update thereof, such encumbrance or other title exception or matter shall thereafter be deemed a Permitted Encumbrance. Each Seller shall have five the right to, at its sole option, elect, by written notice given to Buyer (5“Seller’s Cure Notice”) business days from within three (3) Business Days following the date conclusion of the Title Review Period (“Seller’s Notice Period”), to cure or remove the Title Defect identified by Buyer in Buyer’s Title Notice; provided, however, Seller shall in all events have the obligation to (i) act in good faith in making such election and use commercially reasonable efforts to cure any Title Defects that Seller elects to cure, (ii) specifically remove the Pre-Disapproved Exceptions, and (iii) remove any new Title Defect that attaches to the Real Property subsequent to the conclusion of the Title Review Period. The failure of such notice Seller to agree deliver a Seller’s Cure Notice during the Seller’s Notice Period shall be deemed an election by such Seller not to cure such exceptions. Should such Seller elect to attempt to cure or remove any objection, such Seller shall have until two (2) Business Days prior to the Applicable Closing Date (“Cure Period”) in which to accomplish the cure. In the event Seller elects (or is deemed to have each Objection removed prior elected) not to Closingcure or remove any Title Defect, or in any event Seller fails to have cure or remove any Title Defect which Seller agrees or is required to cure within the title insurer commit to insure over such Objection or to correct each such other matter. If Seller does not commit to remove or cure such Objection Cure Period, then Buyer shall be entitled, as aforesaid, Buyer may elect as its Buyer’s sole and exclusive remedy in such eventremedies, either to either (i) terminate this Agreementupon written demand by Buyer to such Seller and Escrow Agent, in which case the E▇▇▇▇▇▇ Money shall be returned to Buyer, whereupon this Agreement shall be null and void and of no further force and effecttreat such Sellers Property as an Excluded Property hereunder, or (ii) elect waive any Title Defects that Seller has not elected to accept title cure and close this transaction as otherwise contemplated herein. The failure of Buyer to provide written notice to Seller within three (3) Business Days following the Property subject expiration of the Seller’s Notice Period waiving any objections Seller has not elected to such unresolved or uncured Objection, whereupon such Objection cure shall be deemed an additional Permitted Exception. If Buyer fails to make either such election, Buyer shall be deemed to have elected to terminate this Agreement and receive a return of the E▇▇▇▇▇▇ Money. After the expiration of the Due Diligence Period, if any new exception to title not revealed in the Title Commitment is discovered election by Buyer or by the Escrow Agent and is added to the waive Title Commitment by the Escrow Agent at or prior to Closing, Buyer shall have until the earlier of (i) ten (10) days after the Buyer's receipt of the updated, revised Title Commitment showing the new title exception, together with a legible copy of any such new matter, or Defects under clause (ii) above. The term “Lien(s)” as defined herein shall mean, with respect to each Seller, liens and other encumbrances, assessments and/or indebtedness (including the date existing mortgage, deeds of Closingtrust, to provide Seller with written notice of its new Objection. If Seller does not commit to remove or cure such Objection as aforesaidbut excluding any Permitted Encumbrances) including without limitation, Buyer may elect as its sole labor, materialmens, mechanics’ liens, judgments and exclusive remedy in such eventfederal, to either (i) terminate this Agreement, in which case the E▇▇▇▇▇▇ Money shall be returned to Buyer, state and neither party shall have any further obligation hereunder, except as otherwise expressly set forth herein, or (ii) elect to accept title to the Property subject to such unresolved or uncured new Objection, whereupon such new Objection shall be deemed an additional Permitted Exceptionmunicipal tax liens.

Title Defects. (i) Except as otherwise expressly provided in this Section 4, Seller shall have no obligation to cause any exceptions or encumbrances which are not Permitted Encumbrances to be omitted or removed from any title insurance policies to be issued in connection with the sale of the Property. (ii) Buyer shall order a be deemed to have waived its right to object to any encumbrance or other title commitment (exception or matter pertaining to the "Title Commitment") for the Real Property from Escrow Agent promptly after the Effective Date. If the Title Commitment discloses exceptions to title which Buyer finds to be objectionable, unless Buyer shall provide have given Seller with a specific written notice of its objection in Buyer’s reasonable discretion (based solely on a title or survey matter that would cause the applicable Parcel to not be rentable in the ordinary course of business) to any such title exception matter (each, an "Objection"a “Title Objection Notice”) prior to not later than the expiration of the Due Diligence Period, and Inspection Period (the “Title Objection Date”). Seller shall have five no obligation to cure any alleged defect, objection or survey matter raised in any Title Objection Notice (5a “Title Objection”), except for Monetary Liens and Voluntary Liens (defined below). (iii) business days from Upon Buyer’s failure to timely deliver a Title Objection Notice with respect to any encumbrance or other title exception or matter within the date timeframe set forth above, such encumbrance or other title exception or matter shall thereafter be deemed a Permitted Encumbrance, except for the Monetary Liens and Voluntary Liens. (iv) In the event that any matters of such title first occur or arise following the Title Objection Date, then Buyer shall have the right to give a Title Objection Notice at any time prior to Closing solely with respect to the title matters that first occur or arise following the Title Objection Date and the provisions of this Section 4(c) shall apply. (v) Should Buyer timely deliver a Title Objection Notice to Seller as above provided, Seller shall have the right, at its sole option, upon written notice to agree Buyer within ten (10) Business Days of receipt of Buyer’s Title Objection Notice (if any) to have each Objection removed prior elect either of the following: (A) to Closing, or to have the title insurer commit to insure over such Objection or to correct each such other matter. If Seller does not commit (1) use commercially reasonable efforts to remove or cure such Objection as aforesaidany Title Objection; or (2) provide OS National LLC, Buyer may elect as its sole and exclusive remedy in such event, to either (i) terminate this Agreement, in which case the E▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Money shall be returned to Buyer▇▇▇▇., whereupon this Agreement shall be null and void and of no further force and effect▇▇▇. ▇▇▇, or (ii) elect to accept title to the Property subject to such unresolved or uncured Objection, whereupon such Objection shall be deemed an additional Permitted Exception. If Buyer fails to make either such election, Buyer shall be deemed to have elected to terminate this Agreement and receive a return of the E▇▇▇▇▇▇, ▇▇ Money. After the expiration of the Due Diligence Period, if any new exception to title not revealed in the Title Commitment is discovered by Buyer or by the Escrow Agent and is added to the Title Commitment by the Escrow Agent at or prior to Closing, Buyer shall have until the earlier of (i) ten (10) days after the Buyer's receipt of the updated, revised Title Commitment showing the new title exception, together with a legible copy of any such new matter, or (ii) the date of Closing, to provide Seller with written notice of its new Objection. If Seller does not commit to remove or cure such Objection as aforesaid, Buyer may elect as its sole and exclusive remedy in such event, to either (i) terminate this Agreement, in which case the E▇▇▇▇▇, Attn: ▇▇▇ Money ▇▇▇▇▇▇, Phone: ▇▇▇-▇▇▇-▇▇▇▇, Email: ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ (the “Title Company”) such assurances as the Title Company requires to insure Buyer against any loss arising from such Title Objection (in either of which events such matter shall be returned a “Seller Cure Matter”), or (B) to Buyer, and elect neither party shall have any further obligation hereunder, except as otherwise expressly set forth herein, or of the elections referenced in Section 4(c)(iv)(A). Failure by Seller to deliver the notice described in clause (iiA) elect to accept title to the Property subject to such unresolved or uncured new Objection, whereupon such new Objection within said ten (10) Business-Day period shall be deemed an additional Permitted Exceptionelection to proceed under this clause (B). If Seller makes the election described in this clause (B), then Buyer shall have the election set forth in Section 4(e). (vi) In the event Seller elects to use commercially reasonable efforts to cure a Title Objection pursuant to Section 4(c)(iv)(A)(1), and Seller is unable to cure such Title Objection on or before the date originally scheduled for Closing, then Seller shall have the right to defer the Closing from time to time (but in no event for more than twenty (20) days after the originally scheduled Closing Date) in order to provide Seller an opportunity to cure such Title Objection or to proceed under Section 4(c)(iv)(A)(2) (provided that the extension(s) of the Closing Date pursuant to this clause (A) shall not cause the Closing Date to extend beyond the Outside Closing Date). In the event Seller is unable to cure any Title Objection to which Seller elected to attempt to cure pursuant to Section 4(c)(iv)(A)(1) or Section 4(c)(iv)(A)(2) on or before the date scheduled for Closing (as such date may be extended as set forth above), then Buyer shall have the election set forth in Section 4(e).

Title Defects. Buyer shall order a title commitment (Upon receipt of the "Title Commitment") for the Property from Escrow Agent promptly after the Effective Date. If last to be received of the Title Commitment discloses exceptions to title which Buyer finds to be objectionableCommitments, Buyer shall provide Seller with written notice of its objection to any such title exception (each, an "Objection") prior to the expiration of the Due Diligence Period, Surveys and Seller shall have five (5) business days from the date of such notice to agree to have each Objection removed prior to Closing, or to have the title insurer commit to insure over such Objection or to correct each such other matter. If Seller does not commit to remove or cure such Objection as aforesaid, Buyer may elect as its sole and exclusive remedy in such event, to either (i) terminate this Agreement, in which case the E▇▇▇▇▇▇ Money shall be returned to Buyer, whereupon this Agreement shall be null and void and of no further force and effect, or (ii) elect to accept title to the Property subject to such unresolved or uncured Objection, whereupon such Objection shall be deemed an additional Permitted Exception. If Buyer fails to make either such election, Buyer shall be deemed to have elected to terminate this Agreement and receive a return of the E▇▇▇▇▇▇ Money. After the expiration of the Due Diligence Period, if any new exception to title not revealed all Schedule B documents referenced in the Title Commitment is discovered by Buyer or by Commitments and the Escrow Agent and is added to the Title Commitment by the Escrow Agent at or prior to ClosingSurveys, Buyer shall Wintrust will have until the earlier a period of (i) ten (10) days after to examine the Buyer's Title Commitments and notify the Company in writing (the “Title Defect Notice”) of (i) any defects or objections materially affecting the marketability of the title to the Real Property which are not included in the Permitted Encumbrances (the “Title Defects”) and (ii) any endorsements (“Title Endorsements”) to the Title Policies (as defined below) reasonably required by Wintrust. Without limiting the generality of the foregoing, the Title Endorsements shall include an extended coverage endorsement deleting or insuring over all general or standard exceptions to title customarily contained in such Title Policies and a 3.1 zoning endorsement (with parking coverage). Upon its receipt of the updatedTitle Defect Notice, revised the Company will have until the Closing Date to cure the Title Commitment showing Defects and obtain the new title exception, together Title Endorsements at the Company’s sole expense. If the Company fails or elects not to cure the Title Defects or obtain the Title Endorsements by the Closing Date and such Title Defects either materially interfere with a legible copy the use or operation of any such new matterthe Real Property, or materially affect the fair market value of the Real Property, in either case as determined by Wintrust in its sole reasonable discretion, Wintrust will have the option in its sole discretion to: (iix) the date of Closing, to provide Seller with terminate this Agreement by giving written notice of its new Objection. If Seller does not commit termination to remove or cure such Objection as aforesaid, Buyer may elect as its sole and exclusive remedy in such event, to either (i) terminate this Agreement, in which case the E▇▇▇▇▇▇ Money shall be returned to Buyer, and neither party shall have any further obligation hereunder, except as otherwise expressly set forth herein, Company; or (iiy) elect to accept title to the Real Property with the Title Defects and without the Title Endorsements, subject to such unresolved or uncured new Objection, whereupon such new Objection shall a reduction in the Merger Consideration equal to an amount to be deemed an additional Permitted Exceptionmutually agreed upon in good faith by Wintrust and the Company.

Title Defects. Buyer (i) Purchaser shall order a conduct, at its own cost and expense, such title commitment (the "Title Commitment") for search of the Property from Escrow Agent promptly as it deems necessary to determine the existence of any title defects. No matter shall be construed as a defect in title so long as such matter is not construed as such under the Standards of Title of the Connecticut Bar Association, whenever applicable. Notice of any defect in title shall be given to Owner not later than the date thirty (30) days after the Effective Date. If Purchaser timely notifies Owner of a defect in title to the Property, Owner shall have thirty (30) days (the "Title Commitment discloses exceptions to title which Buyer finds to be objectionable, Buyer shall provide Seller with written notice of its objection to any such title exception (each, an "ObjectionCure Period") prior after receipt of such notice during which Owner may, but shall not be obligated to, remedy the defect(s) specified in Purchaser's notice. Upon the first to occur of (i) Owner's notice to Purchaser of Owner's inability to remedy such defect in title, or (ii) the expiration of the Due Diligence Period, and Seller Title Cure Period at a time when Owner shall have five failed to remedy any defect in title, Purchaser shall have a period of ten (510) business days from to elect in writing (the date of such notice "Purchaser's Election Notice") either (a) to agree accept that title which Owner is able to have each Objection removed prior to Closingconvey, or (b) to have the title insurer commit to insure over such Objection or to correct each such other matter. If Seller does not commit to remove or cure such Objection as aforesaid, Buyer may elect as its sole and exclusive remedy in such event, to either (i) terminate this Agreement, in which case event the E▇▇▇▇▇▇ Money Deposit shall be returned to BuyerPurchaser, whereupon and this Agreement shall be thereafter become null and void and of no further force and effect, or (ii) elect to accept title to the Property subject to such unresolved or uncured Objection, whereupon such Objection all parties hereto shall be deemed an additional Permitted Exceptionreleased from any liability hereunder, except any liability which expressly survives such termination as set forth in this Agreement. If Buyer Purchaser fails to make either deliver to Owner the Purchaser's Election Notice during such electionten (10) day period, Buyer then Purchaser shall be deemed to have elected to terminate this Agreement and receive a return proceed with its purchase of the E▇▇▇▇▇▇ Money. After Property. (ii) If Purchaser notifies Owner of its election to accept title with any such defect(s) within such ten (10) day period, then the Closing Date shall be the later of the Closing Date specified in Section 3, or fifteen (15) days after Owner's receipt of the Purchaser's Election Notice. (iii) If Owner remedies the defect specified in the Purchaser's Election Notice before the expiration of the Due Diligence Title Cure Period, if any new exception to title not revealed then the Closing Date shall be the later of the Closing Date specified in the Title Commitment is discovered by Buyer Section 3 or by the Escrow Agent and is added to the Title Commitment by the Escrow Agent at or prior to Closing, Buyer shall have until the earlier of fifteen (i) ten (1015) days after the Buyer's receipt of the updated, revised Title Commitment showing the new title exception, together with a legible copy of any such new matter, or (ii) the date of Closing, Owner delivers to provide Seller with Purchaser written notice of its new Objection. If Seller does not commit to remove or cure that such Objection as aforesaid, Buyer may elect as its sole and exclusive remedy in such event, to either (i) terminate this Agreement, in which case the E▇▇▇▇▇▇ Money shall be returned to Buyer, and neither party shall have any further obligation hereunder, except as otherwise expressly set forth herein, or (ii) elect to accept title to the Property subject to such unresolved or uncured new Objection, whereupon such new Objection shall be deemed an additional Permitted Exceptiondefect has been remedied.

Title Defects. Buyer shall order a title commitment (After the "Title Commitment") for the Property from Escrow Agent promptly after the Effective Due Diligence Date. If the , if any revision or update of any Title Commitment or Survey, including the new preliminary title reports, Title Commitments and Surveys obtained pursuant to Section 4(C) above, discloses exceptions to title which Buyer finds to be objectionableother than Permitted Exceptions, Buyer Purchaser shall provide so notify Seller with written notice on or before the fifth (5th) business day after receipt of its objection to any such title exception (eachsame, an "Objection") prior to the expiration of the Due Diligence Periodor at Closing, and Seller shall have if less than five (5) business days remain from receipt of same and Closing (the "Objection Cut Off Date"), time being of the essence, and Seller, or a Joint Venture, as applicable, shall have until Closing (and may adjourn the Closing for such reasonable periods, not to exceed sixty (60) days in the aggregate) to have each such exception that is not a Permitted Exception to title removed or corrected in each case to the reasonable satisfaction of Purchaser, but subject to Section 4(E). Nothing herein shall require Seller or the Joint Ventures or any of their Subsidiaries to (i) bring any action or proceeding to remove any exception that is not a Permitted Exception or (ii) take any steps, or otherwise incur any expense, in excess of $100,000 for any one Property and $400,000 in the aggregate for all Properties (such cap amounts collectively, the "Title and Violations Cure Cap") to remove any exception that is not a Permitted Exception (except that Seller or a Joint Venture, as applicable, shall be obligated to remove any and all liens voluntarily placed by Seller or such Joint Venture or their respective Subsidiaries against any Property after the date of such notice the applicable Title Commitment in violation of this Agreement and shall remove any other exceptions that are not Permitted Exceptions that: (I) are for liquidated amounts, (II) can be removed by the mere payment of money, and (III) would cost not more than the Title and Violations Cure Cap to agree remove). Any exception to title which Purchaser does not raise on or before the Objection Cut Off Date shall be deemed a Permitted Exception. If Seller or a Joint Venture, as applicable, fails to have each Objection such exception that is not a Permitted Exception removed or corrected at or prior to ClosingClosing (as adjourned), or to have the title insurer commit to insure over such Objection or to correct each such other matter. If Seller does not commit to remove or cure such Objection as aforesaid, Buyer Purchaser may elect as at its sole and exclusive remedy in such eventoption at Closing (as adjourned), to either (ia) terminate this Agreement, in which case Agreement by written notice to Seller and the E▇▇▇▇▇▇ Money shall be returned to BuyerJoint Ventures, whereupon this Agreement all rights and obligations hereunder of each party shall cease and terminate and be null and void and of no further force or effect except those rights and effectobligations hereunder that expressly survive the termination of this Agreement, or (iib) elect to accept title to the Property subject to as it then is without any reduction in, abatement of, or credit against the Purchase Price and such unresolved or uncured Objection, whereupon such Objection exceptions shall be deemed an additional Permitted Exception. If Buyer Exceptions; if Purchaser fails to make either such electionelection at Closing, Buyer Purchaser shall be deemed to have elected to terminate this Agreement and receive a return of the E▇▇▇▇▇▇ Money. After the expiration of the Due Diligence Period, if any new exception to title not revealed in the Title Commitment is discovered by Buyer or by the Escrow Agent and is added to the Title Commitment by the Escrow Agent at or prior to Closing, Buyer shall have until the earlier of option (i) ten (10) days after the Buyer's receipt of the updated, revised Title Commitment showing the new title exception, together with a legible copy of any such new matter, or (ii) the date of Closing, to provide Seller with written notice of its new Objection. If Seller does not commit to remove or cure such Objection as aforesaid, Buyer may elect as its sole and exclusive remedy in such event, to either (i) terminate this Agreement, in which case the E▇▇▇▇▇▇ Money shall be returned to Buyer, and neither party shall have any further obligation hereunder, except as otherwise expressly set forth herein, or (ii) elect to accept title to the Property subject to such unresolved or uncured new Objection, whereupon such new Objection shall be deemed an additional Permitted Exceptionb).

Title Defects. Buyer If any Title Commitment or Survey discloses any (i) mortgages, deeds of trust, financing statements, judgments, mechanic's liens, materialmen's liens, tax liens, or similar monetary liens, (ii) material encroachments, or (iii) other title exceptions or defects that materially and adversely affect the future use or operation of a Property as a Sears brand retail store, including, without limitation, the sale of consumables and transactional merchandise (a "MATERIAL TITLE DEFECT"), Purchaser shall order use commercially reasonable efforts to notify Seller in writing of such Material Title Defect within ten (10) days after Purchaser's receipt of a title commitment Title Commitment and Survey for a Property, but in no event later than forty five (45) days after the Effective Date (the "Title CommitmentTITLE REVIEW PERIOD") for the Property from Escrow Agent promptly after the Effective Date. If the Title Commitment discloses exceptions to title which Buyer finds to be objectionable, Buyer shall provide Seller with written notice of its objection to any such title exception (each, an "Objection") prior to the expiration of the Due Diligence Period), and Seller shall have five ten (510) business days from the date receipt of such Purchaser's notice ("SELLER'S TITLE CURE ELECTION PERIOD") to agree to have each Objection removed prior to Closing, or elect whether to have the title insurer Material Title Defect removed or cured (or to commit to insure over such Objection or do the same), to correct each such other matterthe reasonable satisfaction of Purchaser. If In the event Seller does elects, within Seller's Title Cure Election Period, not commit to remove or cure such Objection as aforesaidMaterial Title Defect, Buyer may elect as its sole and exclusive remedy in such event, to either (i) terminate this Agreement, in which case the E▇▇▇▇▇▇ Money shall be returned to Buyer, whereupon this Agreement shall be null and void and of no further force and effect, or (ii) elect to accept title to the Property subject to such unresolved or uncured Objection, whereupon such Objection shall be deemed an additional Permitted Exception. If Buyer fails to make either such election, Buyer shall be deemed to have elected to terminate this Agreement and receive a return of the E▇▇▇▇▇▇ Money. After the expiration of the Due Diligence Period, if any new exception to title not revealed in the Title Commitment is discovered by Buyer or by the Escrow Agent and is added to the Title Commitment by the Escrow Agent at or prior to Closing, Buyer Purchaser shall have until the earlier of (i) option, within ten (10) days after the Buyerexpiration of Seller's receipt of the updated, revised Title Commitment showing the new title exception, together with a legible copy of any such new matter, or (ii) the date of Closing, to provide Seller with written notice of its new Objection. If Seller does not commit to remove or cure such Objection as aforesaid, Buyer may elect as its sole and exclusive remedy in such eventCure Election Period, to either (i) terminate waive such Material Title Defect and proceed to Closing for such Property in accordance with this Agreement, in which case the E▇▇▇▇▇▇ Money shall be returned to Buyer, and neither party shall have any further obligation hereunder, except as otherwise expressly set forth herein, or (ii) elect not to accept acquire such Property and related Transferred Assets, in which event the Property Termination Procedure shall apply. In the event Seller elects, within Seller's Title Cure Election Period, to remove or cure such Material Title Defect, Seller shall be entitled to a period ending on the later of (1) 30 days after the expiration of Seller's Title Cure Election Period, or (2) the Closing Date with respect to such Property, to remove or cure such Material Title Defect, upon which removal or cure the parties shall proceed to Closing for such Property in accordance with this Agreement. Any liens, encumbrances, title defects or other title exceptions disclosed in any Title Commitment or Survey and which do not constitute Material Title Defects (and any Material Title Defects which Purchaser elects to waive pursuant to this Section 6.2), shall be referred to herein as the "PERMITTED EXCEPTIONS". Notwithstanding the foregoing, Seller shall cause to be removed and discharged of record prior to Closing (i) any lien encumbering the Property and securing money borrowed by Seller, and (ii) any mechanic's lien, judgment lien or other lien securing a liquidated sum relating to work performed by or on behalf of Seller or otherwise required to be removed by Seller pursuant to the applicable Lease for such Property, provided that Seller shall not be required to remove or discharge at Closing any bona fide mechanic's liens, judgment liens or other liens (excluding judgment liens relating to non-appealable judgments) encumbering the Property subject and described in this clause (ii) if the aggregate amount of such liens exceeds five percent (5%) of the Purchase Price allocated to such unresolved or uncured new ObjectionProperty, whereupon and if Seller so elects not to remove and discharge such new Objection liens at Closing pursuant to this proviso, then Purchaser shall have the same rights (as set forth in the second sentence of this Section 6.2) as if Seller shall have elected not to cure a Material Title Defect, except that if Purchaser elects to waive such Material Title Defect and to proceed to Closing, the Purchase Price allocated to such Property shall be deemed an additional Permitted Exceptionreduced by five percent (5%).

Title Defects. (a) Buyer shall order a title commitment hereby confirms receipt of: (y) Seller’s Title Policy and (z) the "Title Commitment") for the Property from Escrow Agent promptly Survey. From and after the Effective Date. If the Title Commitment discloses exceptions to title which Buyer finds to be objectionable, Buyer shall provide have the right to object in writing to any title and/or survey matters which are not Permitted Exceptions and which materially adversely affect title to or the marketability of the Real Property (as reasonably determined by Buyer in good faith) if such objection is made to Seller with by written notice of its objection to any such title exception (each, an "Objection") prior to the expiration of the Due Diligence Period, and Seller shall have from Buyer within five (5) business days from the date Business Days after Buyer becomes aware of such notice to agree to have each Objection removed matters (but, in any event, prior to the Scheduled Closing Date) (each such written notice, a “Buyer Objection Notice” and each such matter to which Buyer objects in writing, an “Objectionable Matter”). Unless Buyer is entitled to and timely objects to such title matters (other than Required Removal Exceptions), all such title matters shall be deemed to constitute additional Permitted Exceptions. (b) If this Agreement is not terminated by Buyer in accordance with the provisions hereof, Seller shall, at Closing, or to have the title insurer commit to insure over such Objection or to correct each such other matterRemove all Required Removal Exceptions. If Seller does is unable to Remove any Required Removal Exceptions prior to the Closing, Buyer may at Closing elect to either (i) exercise Buyer’s rights under Section 9.2, or (ii) accept such exceptions to title and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price. (c) With respect to any Objectionable Matter that is not commit a Required Removal Exception, Seller may elect to remove Remove such Objectionable Matter and Seller may notify Buyer in writing within five (5) Business Days after receipt of a Buyer Objection Notice listing any such Objectionable Matters (but, in any event, prior to the Scheduled Closing Date) whether Seller elects to Remove the same. Failure of Seller to respond in writing within such period shall be deemed an election by Seller not to Remove Buyer’s Objectionable Matters. If Seller elects or cure is deemed to have elected not to Remove one or more of such Objection as aforesaidObjectionable Matters, then, within five (5) Business Days after Seller’s election or deemed election (but, in any event, prior to the Scheduled Closing Date), Buyer may elect as its sole and exclusive remedy in such event, writing to either (i) terminate this Agreement, in which case event the E▇▇▇▇▇▇ Money Deposit shall be returned paid to BuyerBuyer and, whereupon this Agreement thereafter, the parties shall be null and void and of have no further force and effectrights or obligations hereunder except for obligations which expressly survive the termination of this Agreement, or (ii) elect waive such Objectionable Matters and proceed to accept title Closing without any reduction of or credit against the Purchase Price. Failure of Buyer to the Property subject to respond in writing within such unresolved or uncured Objection, whereupon such Objection period shall be deemed an additional Permitted Exceptionelection by Buyer to waive such Objectionable Matters and proceed to Closing. If Buyer fails to make either Any such election, Objectionable Matter so waived (or deemed waived) by Buyer shall be deemed to have elected to terminate this Agreement and receive constitute a return of the E▇▇▇▇▇▇ Money. After the expiration of the Due Diligence Period, if any new exception to title not revealed in the Title Commitment is discovered by Buyer or by the Escrow Agent and is added to the Title Commitment by the Escrow Agent at or prior to Closing, Buyer shall have until the earlier of (i) ten (10) days after the Buyer's receipt of the updated, revised Title Commitment showing the new title exception, together with a legible copy of any such new matter, or (ii) the date of Closing, to provide Seller with written notice of its new Objection. If Seller does not commit to remove or cure such Objection as aforesaid, Buyer may elect as its sole and exclusive remedy in such event, to either (i) terminate this Agreement, in which case the E▇▇▇▇▇▇ Money shall be returned to Buyer, and neither party shall have any further obligation hereunder, except as otherwise expressly set forth herein, or (ii) elect to accept title to the Property subject to such unresolved or uncured new Objection, whereupon such new Objection shall be deemed an additional Permitted Exception. (d) Seller shall be entitled to one or more extensions of the Scheduled Closing Date (not to exceed forty-five (45) days in the aggregate) with all other extensions of the Scheduled Closing Date contained herein) for the purpose of the Removal of any Objectionable Matter. Seller shall have the right to replace the Title Company with another nationally recognized title insurance company reasonably satisfactory to Buyer if the Title Company fails or refuses to Remove any Objectionable Matter that Seller elects or is required to Remove.

Title Defects. Buyer shall order a title commitment If: (the "Title Commitment"i) for the Property from Escrow Agent promptly after the Effective Date. If the Title Commitment discloses reflects any exceptions to title which are not acceptable to Buyer, in Buyer’s sole discretion; (ii) the Survey discloses any state of fact not acceptable to Buyer, in Buyer’s sole discretion; or (iii) at any time prior to the Closing, title to the Property is encumbered by any exception to title not acceptable to Buyer, in Buyer’s sole discretion (with any such exception or unacceptable state of fact being referred to herein as a “Title Defect”); then Buyer finds may, on or before the Satisfaction Date (or, in the case of a Title Defect not disclosed by the Title Commitment prior to be objectionablethe Satisfaction Date, within fifteen (15) days after Buyer shall receives notice of such Title Defect), provide Seller with written notice of its objection to any such title exception (each, an "Objection") prior to the expiration of the Due Diligence Period, and Title Defect. Seller shall have five the right, but not the obligation (5except as specifically set forth below), during the thirty (30) business days from the date day period after receipt of such notice to agree to have each Objection removed prior to notice, but not later than the Closing, to remove such Title Defect or obtain affirmative title insurance coverage acceptable to have the title insurer commit Buyer, insuring and defending Buyer against any loss, cost, or expense arising out of or related to insure over such Objection or to correct each such other matterTitle Defect (“Affirmative Coverage”). If Seller does not commit elects to remove do so, then on or before the Closing Date (as defined below), Seller shall provide Buyer with reasonable evidence of such removal or provide reasonable evidence that such Title Defect will be removed or that such Affirmative Coverage will be obtained. Notwithstanding anything contained herein to the contrary, Seller shall be obligated to expend whatever sums are required to cure such Objection as aforesaidor obtain Affirmative Coverage for the following Title Defects prior to, Buyer may elect as its sole and exclusive remedy in such eventor at, to either the Closing: (i) terminate this AgreementAll mortgages, in which case the E▇▇▇▇▇▇ Money shall be returned to Buyersecurity deeds, whereupon this Agreement shall be null and void and of no further force and effectliens, or other security instruments encumbering the Property (which are not the result of acts or omissions of Buyer); (ii) elect Judgments against Seller (which are not the result of acts or omissions of Buyer) which have attached to accept title to and become a lien against the Property subject to such unresolved or uncured Objection, whereupon such Objection shall be deemed an additional Permitted Exception. If Buyer fails to make either such election, Buyer shall be deemed to have elected to terminate this Agreement Property; (iii) All past due ad valorem taxes and receive a return of the E▇▇▇▇▇▇ Money. After the expiration of the Due Diligence Period, if any new exception to title not revealed in the Title Commitment is discovered by Buyer or by the Escrow Agent and is added to the Title Commitment by the Escrow Agent at or prior to Closing, Buyer shall have until the earlier of (i) ten (10) days after the Buyer's receipt of the updated, revised Title Commitment showing the new title exception, together with a legible copy assessments of any such new matterkind, which constitute a lien against the Property; and (iv) All past due (or currently due) assessments or fees of any kind related to any easement, declaration, covenants, or (ii) similar encumbrance affecting the date of Closing, to provide Seller with written notice of its new Objection. If Seller does not commit to remove or cure such Objection as aforesaid, Buyer may elect as its sole and exclusive remedy in such event, to either (i) terminate this Agreement, in which case the E▇▇▇▇▇▇ Money shall be returned to Buyer, and neither party shall have any further obligation hereunder, except as otherwise expressly set forth herein, or (ii) elect to accept title to the Property subject to such unresolved or uncured new Objection, whereupon such new Objection shall be deemed an additional Permitted ExceptionProperty.

Title Defects. Buyer shall order a title commitment 4.2.1 Buyer’s Objections to Title; Seller’s Obligations and Rights. (the "Title Commitment"a) for the Property from Escrow Agent promptly after the Effective Date. If the Title Commitment discloses exceptions to title which Buyer finds to be objectionable, Buyer shall provide Seller with written notice of its objection to any such title exception (each, an "Objection") prior Prior to the expiration of the Due Diligence Period, and Seller Buyer shall have the right to object in writing to any title matters that appear on the Title Commitment, the Survey, and any supplemental title reports or updates to the Title Commitment (whether or not such matters constitute Permitted Exceptions). In addition, after the expiration of the Due Diligence Period, Buyer shall have the right to object in writing to any title matters which are not Permitted Exceptions that may first appear on any supplemental title reports or updates to the Title Commitment or Survey issued after the expiration of the Due Diligence Period so long as such objection is made by Buyer within five (5) business days from after Buyer becomes aware of the date of such notice to agree to have each Objection removed same (but, in any event, prior to Closingthe Closing Date). Unless Buyer is entitled to and timely objects to such title matters, all such title matters shall be deemed to constitute additional Permitted Exceptions. (b) To the extent that any Title Objections do not constitute Required Exceptions, Seller may elect (but shall not be obligated) to Remove or cause to have be Removed any such Title Objections and Seller shall notify Buyer in writing within five (5) business days after receipt of Buyer’s notice of Title Objections (but, in any event, prior to the title insurer commit Closing Date) whether Seller elects to insure over Remove the same. Failure of Seller to respond in writing within such period shall be deemed an election by Seller not to Remove such Title Objections. Any Title Objection or that Seller elects in writing to correct each such other matterRemove shall be deemed a Required Exception. If Seller does elects not commit to remove Remove one or cure such Objection as aforesaidmore Title Objections, then, within five (5) business days after Seller’s election (but, in any event, prior to the Closing Date), Buyer may elect as its sole and exclusive remedy in such event, writing to either (i) terminate this Agreement, in which case event the E▇▇▇▇▇▇ Money Deposit shall be returned paid to BuyerBuyer and, whereupon this Agreement thereafter, the parties shall be null and void and of have no further force and effectrights or obligations hereunder except for obligations which expressly survive the termination of this Agreement, or (ii) elect waive such Title Objections and proceed to accept title Closing. Failure of Buyer to the Property subject to respond in writing within such unresolved or uncured Objection, whereupon such Objection period shall be deemed an additional Permitted Exceptionelection by Buyer to waive such Title Objections and proceed to Closing. If Buyer fails to make either Any such election, Title Objection so waived (or deemed waived) by Buyer shall be deemed to have elected to terminate constitute a Permitted Exception and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price. (c) If this Agreement and receive a return is not terminated by Buyer in accordance with the provisions hereof, Seller shall, at Closing, Remove or cause to be Removed any Required Exceptions. Seller may use any portion of the E▇▇▇▇▇▇ Money. After the expiration Purchase Price to satisfy any Required Exceptions that exist as of the Due Diligence PeriodClosing Date, if any new exception to title not revealed in provided Seller shall cause the Title Commitment Company to Remove the same. If Seller is discovered by Buyer or by the Escrow Agent and is added unable to Remove any Required Exceptions prior to the Title Commitment by the Escrow Agent at or prior to Closing, Buyer shall have until the earlier of (i) ten (10) days after the Buyer's receipt of the updated, revised Title Commitment showing the new title exception, together with a legible copy of any such new matter, or (ii) the date of Closing, to provide Seller with written notice of its new Objection. If Seller does not commit to remove or cure such Objection as aforesaid, Buyer may at Closing elect as its sole and exclusive remedy in such event, to either (ia) terminate this Agreement, in which case event the E▇▇▇▇▇▇ Money Deposit shall be returned paid to BuyerBuyer and, and neither party thereafter, the parties shall have any no further obligation hereunder, rights or obligations hereunder except as otherwise for obligations which expressly set forth hereinsurvive the termination of this Agreement, or (iib) elect accept such exceptions to accept title and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price. Seller shall have the right to replace the Property subject Title Company with another nationally recognized title insurance company if the Title Company fails or refuses to such unresolved Remove any exceptions to title that Seller elects or uncured new Objection, whereupon such new Objection is required to Remove. (d) Seller shall be deemed an additional Permitted Exceptionentitled to a reasonable adjournment of the Closing (not to exceed fifteen (15) days) for the purpose of the Removal of any exceptions to title.

Title Defects. Buyer shall order a title commitment (the "Title Commitment") for the Property from Escrow Agent promptly after the Effective Date. If the Title Commitment or Survey discloses exceptions to title which Buyer finds objectionable to be objectionablePurchaser, Buyer shall provide Seller with written notice of in its objection to any such title exception reasonable discretion (each, an "Objection"a “Defect” and collectively, the “Defects”), except for exceptions relating to Seller’s Existing Financing which Seller shall cause to be removed at Closing, the rights of tenants, as tenants only, under the Leases, and the lien of general real estate taxes and assessments not yet due and payable, Purchaser shall have until 5:00 p.m. Chicago (Central) prior time on the expiration of the Due Diligence Period (the “Title Objection Date”) to so notify Seller in writing (the “Purchaser’s Title Notice”). Any matters disclosed by the Title Commitment or the Survey and not objected to by Purchaser on or before the Title Objection Date shall be deemed approved by Purchaser and shall constitute Permitted Exceptions. If Purchaser shall deliver the Purchaser’s Title Notice to Seller as aforesaid, Seller shall, within five (5) days after receipt of the same, notify Purchaser in writing (“Seller’s Notice”) whether Seller intends to either (i) cause any or all of the Defects to be removed or insured over, or (ii) take no further action regarding any or all of the Defects. Seller’s failure to deliver to Purchaser a Seller’s Notice within the aforementioned five (5) day period shall be deemed Seller’s election of the course of action set forth in clause (ii) above. If Seller elects, or is deemed to have elected, the course of action set forth in clause (ii) above with respect to any or all of the Defects, then Purchaser shall have the right (as its sole and exclusive remedy under this Agreement, at law and in equity), by delivering written notice to Seller before the expiration of the Due Diligence Period, and Seller shall have five (5) business days from the date of such notice to agree to have each Objection removed prior to Closing, or to have the title insurer commit to insure over such Objection or to correct each such other matter. If Seller does not commit to remove or cure such Objection as aforesaid, Buyer may elect as its sole and exclusive remedy in such event, to either (iA) terminate this Agreement, in which case Agreement and immediately receive from Escrowee the E▇▇▇▇▇▇▇ Money shall be returned to BuyerMoney, whereupon this Agreement shall be null and void and of no further force and effector effect (except for the Surviving Obligations (as hereinafter defined)), or (iiB) elect to waive its uncured objection and accept title to the Property subject to such unresolved or uncured Objection, Defects (with no reduction in the Purchase Price) whereupon such Objection Defects which had been objected to shall be deemed an additional approved and shall constitute Permitted ExceptionExceptions. If Buyer Purchaser fails to make either such election, Buyer Purchaser shall be deemed to have elected to terminate this Agreement and receive a return of the E▇▇▇▇▇▇ Money. After the expiration of the Due Diligence Period, if any new exception to title not revealed in the Title Commitment is discovered by Buyer or by the Escrow Agent and is added to the Title Commitment by the Escrow Agent at or prior to Closing, Buyer shall have until the earlier of option (i) ten (10) days after the Buyer's receipt of the updated, revised Title Commitment showing the new title exception, together with a legible copy of any such new matter, or (ii) the date of Closing, to provide Seller with written notice of its new ObjectionB). If Seller does not commit has elected pursuant to remove this Section 4(c) to cure or cure such Objection as aforesaidinsure over a Defect, Buyer but is unable to do so within fifteen (15) Business Days after receipt of Purchaser’s Title Notice, Purchaser may elect (as its sole and exclusive remedy under this Agreement, at law and in equity), by delivering notice thereof to Seller within five (5) days after such event, 15-Business Day period elect to either (iy) terminate this Agreement, in which case Agreement and immediately receive from Escrowee the E▇▇▇▇▇▇▇ Money whereupon this Agreement shall be returned to Buyer, null and neither party shall have any void and of no further obligation hereunder, force or effect (except as otherwise expressly set forth hereinfor the Surviving Obligations), or (iiz) elect to waive its uncured objection and accept title to the Property subject to such unresolved or uncured new Objection, Defects (with no reduction in the Purchase Price) whereupon such new Objection Defects which had been objected to shall be deemed an additional approved and shall constitute Permitted ExceptionExceptions. If Purchaser fails to make either such election, Purchaser shall be deemed to have elected option (z).

Title Defects. Buyer shall order (a) Prior to execution of this Agreement, Seller has provided Purchaser with a current title commitment (the "Title Commitment") for report with respect to the Property from Escrow Agent promptly after Holder, bearing an Effective Date of May 23, 2024 and bearing Order File No. 360424001689 (the “Title Report”). Within thirty (30) days of the Effective Date. If the Title Commitment discloses exceptions Date of this Agreement, Purchaser may deliver to title which Buyer finds to be objectionable, Buyer shall provide Seller with a written notice of any objections to title Purchaser may have (the “Objection Notice”), and such objections may be based upon any survey of the Property that Purchaser may elect to obtain. If Purchaser fails to deliver the Objection Notice in a timely manner, then Purchaser shall be deemed to have accepted all matters of record identified in the Title Report, and all such matters shall be deemed “Permitted Exceptions.” If Purchaser delivers an Objection Notice to Seller, then within three (3) Business Days following receipt of such Objection Notice (“Seller Response Period”), Seller may deliver to Purchaser written notice that Seller has elected in its objection sole and absolute discretion to remove any, all or none of the objections identified in the Objection Notice (the “Objection Response”). Notwithstanding the foregoing, Purchaser shall not be obligated to object to any title encumbrances that can be removed solely by the payment of money, such title exception (each, an "Objection") prior to the expiration of the Due Diligence Periodas mortgages or statutory liens, and Seller shall have five (5) business days from convey title to the date Property free and clear of any such notice to agree to have each Objection removed prior to encumbrances at Closing, or to have additionally, in no event shall any of the title insurer commit to insure over such Objection or to correct each such other matter. foregoing encumbrances be deemed Permitted Exceptions. (b) If Seller does not commit timely deliver an Objection Response indicating that it will cure or remedy all of the title objections set forth in the Objection Notice, then Purchaser, at its election, shall have the right either to: (a) proceed to remove or cure such Objection as aforesaid, Buyer may elect as its sole and exclusive remedy in such event, to either (i) terminate this AgreementClosing, in which case the E▇▇▇▇▇▇ Money Purchaser shall be returned to Buyer, whereupon this Agreement shall be null and void and of no further force and effect, or (ii) elect to accept title to the Property subject to the objections that Seller has not agreed to cure or remedy (and such unresolved or uncured Objection, whereupon such Objection matters shall be deemed an additional Permitted Exception. If Buyer fails to make either such election, Buyer shall be deemed to have elected to Exceptions); or (b) terminate this Agreement and receive a return pursuant to Section 5 above. In addition, if Seller delivers an Objection Response but subsequently fails (despite the exercise of commercially reasonable good faith efforts) to cure or remedy all of the E▇▇▇▇▇▇ Money. After the expiration of the Due Diligence Period, if any new exception title objections that it had obligated itself to title not revealed do so in the Title Commitment is discovered by Buyer or by Objection Response, then Purchaser, at its election, shall have the Escrow Agent and is added to the Title Commitment by the Escrow Agent at or prior right either to: (a) proceed to Closing, Buyer shall have until the earlier of (i) ten (10) days after the Buyer's receipt of the updated, revised Title Commitment showing the new title exception, together with a legible copy of any such new matter, or (ii) the date of Closing, to provide Seller with written notice of its new Objection. If Seller does not commit to remove or cure such Objection as aforesaid, Buyer may elect as its sole and exclusive remedy in such event, to either (i) terminate this Agreement, in which case the E▇▇▇▇▇▇ Money Purchaser shall be returned to Buyer, and neither party shall have any further obligation hereunder, except as otherwise expressly set forth herein, or (ii) elect to accept title to the Property subject to the objections that Seller has failed to cure or remedy (and such unresolved or uncured new Objection, whereupon such new Objection matters shall be deemed an additional Permitted ExceptionExceptions); or (b) terminate this Agreement by delivery of written notice to Seller prior to [January 15, 2024] (the Outside Closing Date. Upon any termination by Purchaser under this paragraph, Purchaser shall be entitled to receive the return of the Deposit. (c) Seller shall cause no encumbrances or easements to be placed on or granted with respect to the Property, other than those existing as of the Effective Date, without the prior written consent of Purchaser. If any such encumbrances or easements arise prior to the Closing Date and Purchaser objects, then Seller shall, at their sole expense, cure the objections on or before the Closing Date.

Title Defects. Buyer shall order a title commitment (the "Title Commitment") for the Property from Escrow Agent promptly after the Effective Date. If the Survey or the Commitment (collectively, the “Title Commitment discloses exceptions Documents”) reflect any facts or other matters that (i) are not (a) ad valorem property taxes assessed but not yet due and payable, (b) restrictions and conditions imposed by applicable zoning ordinances or (c) easements or other encumbrances of record with respect to title which the Demised Premises set forth on Exhibit C to the Lease or in that certain Leasehold Loan Policy #7886312 dated September 18, 2000 referenced thereon and issued by Chicago Title Insurance Company, (ii) were not caused by Buyer finds and (iii) are unacceptable to be objectionableBuyer in Buyer’s sole and absolute judgment (a “Title Defect”), Buyer shall provide notify Seller with written notice in writing (a “Title Defect Notice”) of its objection to any such title exception Title Defect within five (each, an "Objection"5) prior to days after Buyer received the expiration last of the Due Diligence Period, Title Documents. Any facts or matters disclosed in the Title Documents and not objected to by Buyer in a Title Defect Notice shall be deemed a “Permitted Exception.” Seller shall have five (5) business days from after receipt of the date Title Defect Notice within which to cure or remove the Title Defect (“Seller’s Cure Period”), but Seller shall not be obligated to do so except as stated in the following sentence. Notwithstanding anything contained herein to the contrary, Seller shall be obligated to remove mortgages and other liens or encumbrances of a definite and ascertainable amount on Seller’s fee simple interest in the Property that were not caused by Buyer (other than the lien of current real estate taxes, not yet due or payable), which the parties agree may be removed by the use of the proceeds of sale at Closing. Seller may make arrangements satisfactory to the Title Company for the cure or removal of record of any such notice Title Defect, but shall not be obligated to agree to have each Objection removed do so except as stated in the immediately preceding sentence. If any such Title Defect is not cured or otherwise provided for as aforesaid on or prior to Closing, or to have the title insurer commit to insure over such Objection or to correct each such other matter. If Seller does not commit to remove or cure such Objection as aforesaidexpiration of Seller’s Cure Period, Buyer may elect as its sole and exclusive remedy in such event, to either either: (i) terminate this Agreement, in which case the E▇▇▇▇▇▇ Money shall be returned to Buyer, whereupon this Agreement shall be null and void and of no further force and effect, or (ii) elect accept the Title Documents as is, with the right, however, to deduct the amount of any Title Defects represented by liens or encumbrances of a definite or ascertainable amount from the Purchase Price payable at Closing. Title Defects which are acceptable shall thereupon be deemed to be Permitted Exceptions. Such election shall be made by Buyer giving Seller written notice thereof within five (5) days after the earlier of (i) Buyer’s receipt of Seller’s notice, if any, of its inability or refusal to cure or remove the Title Defects and (ii) the expiration of said Seller’s Cure Period. If Buyer fails to make any election pursuant to this Section 3.3 within such five (5) day period, then Buyer shall be deemed to have elected to accept title to the Property subject to such unresolved or uncured ObjectionTitle Defects. Notwithstanding anything to the contrary in this Section 3.3, whereupon such Objection if Buyer shall be deemed an additional Permitted Exception. If not have received the Title Defect Notice from Buyer fails at least fifteen (15) days prior to make either such electionClosing, Buyer Seller shall be deemed to have elected waived its rights pursuant to terminate this Agreement Section 3.3 and receive a return of the E▇▇▇▇▇▇ Money. After the expiration of the Due Diligence Period, if any new exception to title not revealed all facts or matters disclosed in the Title Commitment is discovered by Buyer or by the Escrow Agent and is added to the Title Commitment by the Escrow Agent at or prior to Closing, Buyer shall have until the earlier of (i) ten (10) days after the Buyer's receipt of the updated, revised Title Commitment showing the new title exception, together with a legible copy of any such new matter, or (ii) the date of Closing, to provide Seller with written notice of its new Objection. If Seller does not commit to remove or cure such Objection as aforesaid, Buyer may elect as its sole and exclusive remedy in such event, to either (i) terminate this Agreement, in which case the E▇▇▇▇▇▇ Money shall be returned to Buyer, and neither party shall have any further obligation hereunder, except as otherwise expressly set forth herein, or (ii) elect to accept title to the Property subject to such unresolved or uncured new Objection, whereupon such new Objection shall be deemed an additional Permitted ExceptionExceptions.

Title Defects. Buyer If on the Closing Date Equitable shall order be unable to cause title to the Malls to be in accordance with the terms of this Agreement as a title commitment (the "Title Commitment") for the Property from Escrow Agent promptly after the Effective Date. If the Title Commitment discloses exceptions result of any exception to title which Buyer finds that is not a Permitted Exception, Purchaser may terminate this Agreement by notice to be objectionable, Buyer shall provide Seller with written notice of its objection to any such title exception (each, an "Objection") Equitable delivered on or prior to the expiration of Closing Date, as the Due Diligence Period, and Seller shall same may have five (5) business days from the date of such notice to agree to have each Objection removed prior to Closing, or to have the title insurer commit to insure over such Objection or to correct each such other matter. If Seller does not commit to remove or cure such Objection as aforesaid, Buyer may elect as its sole and exclusive remedy in such event, to either (i) terminate this Agreementbeen extended, in which case the E▇▇▇▇▇▇ Money shall be returned to Buyer, whereupon event this Agreement shall be null and void terminated and of no further force and or effect, the Deposit or (iiLetter(s) elect to accept title to the Property subject to such unresolved or uncured Objection, whereupon such Objection shall be deemed an additional Permitted Exception. If Buyer fails to make either such election, Buyer shall be deemed to have elected to terminate this Agreement and receive a return of the E▇▇▇▇▇▇ Money. After the expiration of the Due Diligence Period, if any new exception to title not revealed in the Title Commitment is discovered by Buyer or by the Escrow Agent and is added to the Title Commitment by the Escrow Agent at or prior to Closing, Buyer shall have until the earlier of (i) ten (10) days after the Buyer's receipt of the updated, revised Title Commitment showing the new title exception, together with a legible copy of any such new matter, or (ii) the date of Closing, to provide Seller with written notice of its new Objection. If Seller does not commit to remove or cure such Objection as aforesaid, Buyer may elect as its sole and exclusive remedy in such event, to either (i) terminate this Agreement, in which case the E▇▇▇▇▇▇ Money Credit shall be returned to BuyerPurchaser, and neither party shall have any further obligation hereunderobligations of any nature to the other hereunder or by reason hereof, except as otherwise expressly set forth hereinto those obligations hereunder that are specifically stated to survive such termination. Equitable shall be under no obligation to take any steps or to institute or prosecute any action or proceedings, or (ii) elect expend any sums of money, to accept remove from title to the Property subject Mall any defect, encumbrance or objection to such unresolved or uncured new Objectiontitle; provided, whereupon such new Objection however, that Equitable shall be responsible for discharging any liens or encumbrances which do not constitute Permitted Encumbrances, which can be discharged solely by the payment of a sum of money not in excess of the sum of $5,000,000 in the aggregate which arise solely on account of obligations undertaken or actions performed by Equitable. Equitable may use any part of the Purchase Price to discharge the same, provided that Equitable shall deliver to Purchaser at the Closing instruments in recordable form sufficient to discharge such liens and encumbrances of record. Except for Equitable's failure to discharge such liens or encumbrances as aforesaid up to an aggregate amount of $5,000,000, Equitable shall not be deemed in default of this Agreement, and Purchaser shall not be entitled to damages of any kind, if Equitable shall fail or be unable to cause title to the Mall to be in the condition called for by this Agreement, nor shall Purchaser in such 49 circumstances be entitled to specific performance of this Agreement. In no event shall Equitable be obligated to discharge any mechanic's or similar lien created by a Tenant in occupancy at the Closing whose Lease is in full force and effect and in good standing (as described in subsection 4.1.7) or an additional Permitted Exception.Adjoining Owner, but Equitable shall use reasonable efforts to cause such Tenant or Adjoining Owner to do so. 14.2

Title Defects. Buyer Purchaser shall order a title commitment furnish to Seller on or before the date which is fourteen (the "Title Commitment"14) for the Property from Escrow Agent promptly days after the Effective Date, a title commitment with respect to the Lands and Improvements prepared by the Title Insurer (the “Title Insurance Commitment”), and copies of all recorded documents noted in Schedule B of the Title Insurance Commitment, together with a statement specifying any defects in title which are not Permitted Exceptions (“Purchaser’s Statement”). In the event that Purchaser shall fail to deliver Purchaser’s Statement to Seller prior to the date set forth above, Purchaser shall be deemed to have waived its right to raise any title objections that existed as of such date. Seller shall have no obligation to remove any defects to title except for monetary liens which were voluntarily created by Seller. If Purchaser provides timely notice of any title objections to Seller, Seller shall, within ten (10) days after receipt of Purchaser’s Statement, notify Purchaser whether Seller agrees to use commercially reasonable efforts to cause any title objections raised by Purchaser to be omitted from the Title Commitment discloses exceptions Insurance Commitment, or insured over with affirmative insurance from the Title Insurer, prior to the Closing. If Seller does not deliver to Purchaser within such ten (10) day period written notice agreeing in writing to use commercially reasonable efforts to cause such title which Buyer finds objections to be objectionableremoved from the Title Insurance Commitment, Buyer then Seller shall provide Seller with written notice of its objection be deemed to have elected not to cause any such title exception objections to be removed from the Title Insurance Commitment, and subject to Section 2.4 below, Purchaser’s sole right and remedy shall be to either (eacha) waive the title objections which Seller has not agreed to use commercially reasonable efforts to cure, an "Objection"and close title without abatement or reduction of the Purchase Price, or (b) terminate this Agreement, in ether case upon notice to Seller given prior to the expiration of the Due Diligence Period, and Seller shall have five (5) business days from the date of such notice to agree to have each Objection removed prior to Closing, or to have the title insurer commit to insure over such Objection or to correct each such other matter. If Seller does not commit Purchaser elects to remove or cure such Objection as aforesaid, Buyer may elect as its sole and exclusive remedy in such event, to either (i) terminate this Agreement, in which case the E▇▇▇▇▇▇ Money Deposit shall be returned to BuyerPurchaser, whereupon and upon such return, except as expressly provided herein, this Agreement and all rights and obligations of the respective parties hereunder shall be null and void and of no further force and effect, or (ii) elect to accept title to the Property subject to such unresolved or uncured Objection, whereupon such Objection shall be deemed an additional Permitted Exceptionvoid. If Buyer fails Purchaser does not notify Seller of its election to make either terminate this Agreement within such electionperiod, Buyer Purchaser shall conclusively be deemed to have elected waived its right of termination on account of such defect which Seller has not agreed to terminate this Agreement and receive a return of the E▇▇▇▇▇▇ Money. After the expiration of the Due Diligence Period, if any new exception use commercially reasonable efforts to title not revealed in the Title Commitment is discovered by Buyer or by the Escrow Agent and is added to the Title Commitment by the Escrow Agent at or prior to Closing, Buyer shall have until the earlier of (i) ten (10) days after the Buyer's receipt of the updated, revised Title Commitment showing the new title exception, together with a legible copy of any such new matter, or (ii) the date of Closing, to provide Seller with written notice of its new Objection. If Seller does not commit to remove or cure such Objection as aforesaid, Buyer may elect as its sole and exclusive remedy in such event, to either (i) terminate this Agreement, in which case the E▇▇▇▇▇▇ Money shall be returned to Buyer, and neither party shall have any further obligation hereunder, except as otherwise expressly set forth herein, or (ii) elect to accept title to the Property subject to such unresolved or uncured new Objection, whereupon such new Objection shall be deemed an additional Permitted Exceptioncure.

Title Defects. Buyer If any Title Commitment or Survey discloses any (i) mortgages, deeds of trust, financing statements, judgments, mechanic’s liens, materialmen’s liens, tax liens, or similar monetary liens, (ii) material encroachments, or (iii) other title exceptions or defects that materially and adversely affect the future use or operation of a Property as a Sears brand retail store, including, without limitation, the sale of consumables and transactional merchandise (a “Material Title Defect”), Purchaser shall order use commercially reasonable efforts to notify Seller in writing of such Material Title Defect within ten (10) days after Purchaser’s receipt of a title commitment Title Commitment and Survey for a Property, but in no event later than forty five (the "Title Commitment"45) for the Property from Escrow Agent promptly days after the Effective Date. If Date (the “Title Commitment discloses exceptions to title which Buyer finds to be objectionable, Buyer shall provide Seller with written notice of its objection to any such title exception (each, an "Objection") prior to the expiration of the Due Diligence Review Period”), and Seller shall have five ten (510) business days from the date receipt of such Purchaser’s notice (“Seller’s Title Cure Election Period”) to agree to have each Objection removed prior to Closing, or elect whether to have the title insurer Material Title Defect removed or cured (or to commit to insure over such Objection or do the same), to correct each such other matterthe reasonable satisfaction of Purchaser. If In the event Seller does elects, within Seller’s Title Cure Election Period, not commit to remove or cure such Objection as aforesaidMaterial Title Defect, Buyer may elect as its sole and exclusive remedy in such event, to either (i) terminate this Agreement, in which case the E▇▇▇▇▇▇ Money shall be returned to Buyer, whereupon this Agreement shall be null and void and of no further force and effect, or (ii) elect to accept title to the Property subject to such unresolved or uncured Objection, whereupon such Objection shall be deemed an additional Permitted Exception. If Buyer fails to make either such election, Buyer shall be deemed to have elected to terminate this Agreement and receive a return of the E▇▇▇▇▇▇ Money. After the expiration of the Due Diligence Period, if any new exception to title not revealed in the Title Commitment is discovered by Buyer or by the Escrow Agent and is added to the Title Commitment by the Escrow Agent at or prior to Closing, Buyer Purchaser shall have until the earlier of (i) option, within ten (10) days after the Buyer's receipt expiration of the updated, revised Seller’s Title Commitment showing the new title exception, together with a legible copy of any such new matter, or (ii) the date of Closing, to provide Seller with written notice of its new Objection. If Seller does not commit to remove or cure such Objection as aforesaid, Buyer may elect as its sole and exclusive remedy in such eventCure Election Period, to either (i) terminate waive such Material Title Defect and proceed to Closing for such Property in accordance with this Agreement, in which case the E▇▇▇▇▇▇ Money shall be returned to Buyer, and neither party shall have any further obligation hereunder, except as otherwise expressly set forth herein, or (ii) elect not to accept acquire such Property and related Transferred Assets, in which event the Property Termination Procedure shall apply. In the event Seller elects, within Seller’s Title Cure Election Period, to remove or cure such Material Title Defect, Seller shall be entitled to a period ending on the later of (1) 30 days after the expiration of Seller’s Title Cure Election Period, or (2) the Closing Date with respect to such Property, to remove or cure such Material Title Defect, upon which removal or cure the parties shall proceed to Closing for such Property in accordance with this Agreement. Any liens, encumbrances, title defects or other title exceptions disclosed in any Title Commitment or Survey and which do not constitute Material Title Defects (and any Material Title Defects which Purchaser elects to waive pursuant to this Section 6.2), shall be referred to herein as the “Permitted Exceptions”. Notwithstanding the foregoing, Seller shall cause to be removed and discharged of record prior to Closing (i) any lien encumbering the Property and securing money borrowed by Seller, and (ii) any mechanic’s lien, judgment lien or other lien securing a liquidated sum relating to work performed by or on behalf of Seller or otherwise required to be removed by Seller pursuant to the applicable Lease for such Property, provided that Seller shall not be required to remove or discharge at Closing any bona fide mechanic’s liens, judgment liens or other liens (excluding judgment liens relating to non-appealable judgments) encumbering the Property subject and described in this clause (ii) if the aggregate amount of such liens exceeds five percent (5%) of the Purchase Price allocated to such unresolved or uncured new ObjectionProperty, whereupon and if Seller so elects not to remove and discharge such new Objection liens at Closing pursuant to this proviso, then Purchaser shall have the same rights (as set forth in the second sentence of this Section 6.2) as if Seller shall have elected not to cure a Material Title Defect, except that if Purchaser elects to waive such Material Title Defect and to proceed to Closing, the Purchase Price allocated to such Property shall be deemed an additional Permitted Exceptionreduced by five percent (5%).

Title Defects. (i) Except as otherwise expressly provided in this Section 4, Seller shall have no obligation to cause any exceptions or encumbrances which are not Permitted Encumbrances to be omitted or removed from any title insurance policies to be issued in connection with the sale of the Property. (ii) Buyer shall order a be deemed to have waived its right to object to any encumbrance or other title commitment (exception or matter pertaining to the "Title Commitment") for the Real Property from Escrow Agent promptly after the Effective Date. If the Title Commitment discloses exceptions to title which Buyer finds to be objectionable, unless Buyer shall provide have given Seller with a specific written notice of its objection in Buyer’s reasonable discretion (based solely on a title or survey matter that would cause the applicable Parcel to not be rentable in the ordinary course of business) to any such title exception matter (each, an "Objection"a “Title Objection Notice”) not later than five (5) days prior to the expiration of the Due Diligence Inspection Period, and . Seller shall have five no obligation to cure any alleged defect, objection or survey matter raised in any Title Objection Notice (5a “Title Objection”), except for Monetary Liens and Voluntary Liens (defined below). (iii) business days from Upon Buyer’s failure to timely deliver a Title Objection Notice with respect to any encumbrance or other title exception or matter within the date of timeframe set forth above, such encumbrance or other title exception or matter shall thereafter be deemed a Permitted Encumbrance, except for the Monetary Liens and Voluntary Liens. (iv) Should Buyer timely deliver a Title Objection Notice to Seller as above provided, Seller shall have the right, at its sole option, upon written notice to agree Buyer within ten (10) Business Days of receipt of Buyer’s Title Objection Notice (if any) to have each Objection removed prior elect either of the following: (A) to Closing, or to have the title insurer commit to insure over such Objection or to correct each such other matter. If Seller does not commit (1) use commercially reasonable efforts to remove or cure such Objection as aforesaidany Title Objection; or (2) provide OS National LLC, Buyer may elect as its sole and exclusive remedy in such event, to either (i) terminate this Agreement, in which case the E▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Money shall be returned to Buyer▇▇▇▇., whereupon this Agreement shall be null and void and of no further force and effect▇▇▇. ▇▇▇, or (ii) elect to accept title to the Property subject to such unresolved or uncured Objection, whereupon such Objection shall be deemed an additional Permitted Exception. If Buyer fails to make either such election, Buyer shall be deemed to have elected to terminate this Agreement and receive a return of the E▇▇▇▇▇▇, ▇▇ Money. After the expiration of the Due Diligence Period, if any new exception to title not revealed in the Title Commitment is discovered by Buyer or by the Escrow Agent and is added to the Title Commitment by the Escrow Agent at or prior to Closing, Buyer shall have until the earlier of (i) ten (10) days after the Buyer's receipt of the updated, revised Title Commitment showing the new title exception, together with a legible copy of any such new matter, or (ii) the date of Closing, to provide Seller with written notice of its new Objection. If Seller does not commit to remove or cure such Objection as aforesaid, Buyer may elect as its sole and exclusive remedy in such event, to either (i) terminate this Agreement, in which case the E▇▇▇▇▇, Attn: ▇▇▇ Money ▇▇▇▇▇▇, Phone: ▇▇▇-▇▇▇-▇▇▇▇, Email: ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ (the “Title Company”) such assurances as the Title Company requires to insure Buyer against any loss arising from such Title Objection (in either of which events such matter shall be returned a “Seller Cure Matter”), or (B) to Buyer, and elect neither party shall have any further obligation hereunder, except as otherwise expressly set forth herein, or of the elections referenced in Section 4(c)(iv)(A). Failure by Seller to deliver the notice described in clause (iiA) elect to accept title to the Property subject to such unresolved or uncured new Objection, whereupon such new Objection within said ten (10) Business-Day period shall be deemed an additional Permitted Exceptionelection to proceed under this clause (B). If Seller makes the election described in this clause (B), then Buyer shall have the election set forth in Section 4(e). (v) In the event Seller elects to use commercially reasonable efforts to cure a Title Objection pursuant to Section 4(c)(iv)(A)(1), and Seller is unable to cure such Title Objection on or before the date originally scheduled for Closing, then Seller shall have the right to defer the Closing from time to time (but in no event for more than twenty (20) days after the originally scheduled Closing Date) in order to provide Seller an opportunity to cure such Title Objection or to proceed under Section 4(c)(iv)(A)(2) (provided that the extension(s) of the Closing Date pursuant to this clause (A) shall not cause the Closing Date to extend beyond the Outside Closing Date). In the event Seller is unable to cure any Title Objection to which Seller elected to attempt to cure pursuant to Section 4(c)(iv)(A)(1) or Section 4(c)(iv)(A)(2) on or before the date scheduled for Closing (as such date may be extended as set forth above), then Buyer shall have the election set forth in Section 4(e).

Title Defects. Buyer shall order a title commitment (the "Title Commitment") for the Property from Escrow Agent promptly after the Effective Date. If the any Title Commitment or Survey discloses exceptions to title which Buyer finds to be objectionable, Buyer shall provide Seller with written notice of its objection to any such title exception (each, an "Objection") prior to the expiration of the Due Diligence Period, and Seller shall have five (5) business days from the date of such notice to agree to have each Objection removed prior to Closing, or to have the title insurer commit to insure over such Objection or to correct each such other matter. If Seller does not commit to remove or cure such Objection as aforesaid, Buyer may elect as its sole and exclusive remedy in such event, to either (i) terminate this Agreementmortgages, in which case the E▇▇▇▇▇▇ Money shall be returned to Buyerdeeds of trust, whereupon this Agreement shall be null and void and of no further force and effectfinancing statements, judgments, mechanic's liens, materialmen's liens, tax liens, or similar monetary liens, other than those listed on Schedule 6.6 hereto, or (ii) other title exceptions or defects that materially and adversely affect the Contemplated Business of a Property or can be cured or removed by the payment of a liquidated sum of money (not to exceed $5,000,000) (collectively, "MATERIAL TITLE DEFECTS"), Empire shall notify Transferor in writing of such Material Title Defect within ten (10) business days after Empire's receipt of a Title Commitment and Survey for a Property (the "TITLE REVIEW PERIOD"), and Transferor shall have ten (10) days from the receipt of Empire's notice ("TRANSFEROR'S TITLE CURE ELECTION PERIOD") to elect whether to accept title have the Material Title Defect removed or cured, to the Property subject to such unresolved or uncured Objection, whereupon such Objection shall be deemed an additional Permitted Exceptionreasonable satisfaction of Empire. If Buyer In the event Transferor fails to make either such election, Buyer Transferor shall be deemed to have elected not to terminate this Agreement and receive a return of cure the E▇▇▇▇▇▇ MoneyMaterial Title Defects. After In the expiration of the Due Diligence event Transferor elects, within Transferor's Title Cure Election Period, if any new exception not to title not revealed in the remove or cure such Material Title Commitment is discovered by Buyer or by the Escrow Agent and is added to the Title Commitment by the Escrow Agent at or prior to ClosingDefect, Buyer Empire shall have until the earlier of (i) option, within ten (10) days after the Buyerexpiration of Transferor's receipt of the updated, revised Title Commitment showing the new title exception, together with a legible copy of any such new matter, or (ii) the date of Closing, to provide Seller with written notice of its new Objection. If Seller does not commit to remove or cure such Objection as aforesaid, Buyer may elect as its sole and exclusive remedy in such eventCure Election Period, to either (i) terminate waive such Material Title Defect and proceed to Closing for the Properties in accordance with this Agreement, in which case the E▇▇▇▇▇▇ Money shall be returned to Buyer, and neither party shall have any further obligation hereunder, except as otherwise expressly set forth herein, or (ii) elect not to accept title acquire the Properties and terminate this Agreement. If Empire fails to the Property subject to such unresolved or uncured new Objectionso elect, whereupon such new Objection Empire shall be deemed an additional to waive the Material Title Defects. In the event Transferor elects, within Transferor's Title Cure Election Period, to remove or cure such Material Title Defect, Transferor shall be entitled to a period ending on the later of (1) 45 days after the expiration of Transferor's Title Cure Election Period, or (2) the 10 days prior to Closing Date, to remove or cure such Material Title Defect, upon which removal or cure the parties shall proceed to Closing in accordance with this Agreement. Such cure or removal shall be a condition to Empire's obligation to proceed to Closing. Any liens, encumbrances, title defects or other title exceptions disclosed in any Title Commitment or Survey and which do not constitute Material Title Defects (and any Material Title Defects which Empire elects to waive pursuant to this SECTION 6.3), shall be deemed to be Permitted ExceptionExceptions. Notwithstanding the foregoing, Transferor shall cause to be removed and discharged of record (including by bonding) prior to Closing (i) any Lien encumbering the Properties securing money borrowed by Transferor or removable by the payment of a liquidated monetary sum, other than the Empire Payment Obligations, (ii) any judgment lien or other lien securing a liquidated sum, provided that Transferor shall not be required to remove or discharge at Closing any judgment liens or other liens (excluding judgment liens relating to non-appealable judgments) encumbering the Properties and described in this clause (ii) if the aggregate amount of such Liens exceeds $5,000,000, and if Transferor so elects not to remove and discharge such Liens at Closing pursuant to this proviso, then Empire shall have the same rights (as set forth in the second sentence of this SECTION 6.3) as if Transferor shall have elected not to cure a Material Title Defect. Such cure or removal shall be a condition to Empire's obligation to proceed to Closing.

Title Defects. Buyer shall order a title commitment (the "Title Commitment"a) for the Property from Escrow Agent promptly after the Effective Date. If the Title Commitment discloses exceptions to title which Buyer finds to be objectionable, Buyer shall provide Seller with written notice of its objection to any such title exception (each, an "Objection") prior to the expiration of the Due Diligence Period, and Seller shall have five (5) business days from the date of such notice to agree to have each Objection removed prior to Closing, or to have the title insurer commit to insure over such Objection or to correct each such other matter. If Seller does not commit to remove or cure such Objection as aforesaid, Buyer may elect as its sole and exclusive remedy in such event, to either (i) terminate this AgreementBuyer may seek to cause LandAmerica Commercial Services, Dallas, Texas (the “Title Company”) to deliver to Buyer a commitment for a title insurance policy in which case favor of Buyer with respect to the EReal Property leased by Waskom and comprising W▇▇▇▇▇’▇ Money gas processing plant located in Waskom, Texas as more fully described, by a full and complete legal description, in Schedule 2.05(a)(1) hereto (the “Waskom Site”), such policy to be a standard form Texas title insurance policy in favor of Buyer insuring W▇▇▇▇▇’▇ leasehold interest in the Waskom Site (the “Waskom Title Policy”). Buyer shall be returned responsible for the payment of all costs and expenses associated with the issuance of the Waskom Title Policy and Sellers shall use their commercially reasonable efforts to deliver to the Title Company any affidavits, agreements or other documents or assurances reasonably necessary to cause the issuance of the Waskom Title Policy. Buyer agrees that it will not delay the Closing, if all other conditions to the occurrence of the Closing shall have then been satisfied in accordance with the provisions of this Agreement, due to the unavailability of such title commitment provided that the provisions of this sentence shall not restrict Buyer’s ability to object to Title Defects pursuant to Section 2.05(b) below. (i) Buyer may seek to cause a Texas registered and licensed professional surveyor identified by Buyer to deliver to Buyer a current survey with respect to the Waskom Site to meet the requirements of the Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys jointly established by the American Land Title Association, whereupon the American Congress on Surveying and Mapping and the National Society of Professional Surveyors. Buyer agrees that it will not delay the Closing, if all other conditions to the occurrence of the Closing shall have then been satisfied in accordance with the provisions of this Agreement Agreement, due to the unavailability of such survey within the time frame specified above, provided that the provisions of this sentence shall not restrict Buyer’s ability to object to any Title Defects pursuant to Section 2.05(b) below. (b) As soon as reasonably practicable following the date of this Agreement, and in no event later than 15 Business Days prior to the Closing Date, Buyer shall deliver to Sellers written notices identifying each matter that it believes in good faith to be null a Title Defect, together with a reasonable, good faith estimate of the associated Title Defect Amount for each such alleged Title Defect, and void reasonable written documentation to support Buyer’s claims of each such Title Defect (the “Title Defect Notice”). In order for Sellers to review the alleged Title Defects listed in the Title Defect Notice, Buyer will provide to Sellers and their representatives copies of no further force any documents used to determine the existence of a Title Defect and effectthe estimated Title Defect Amount. (c) If Sellers disagree with the existence of a Title Defect or the associated Title Defect Amount, then Sellers shall notify Buyer of such disagreement in writing (a “Notice of Disagreement”) within 5 Business Days after their receipt of the applicable Title Defect Notice. Such Notice of Disagreement shall specify in reasonable detail Sellers’ grounds for such disagreement, the Title Defect Amount estimated by Sellers therefore, or (ii) elect to accept title to both, as the Property subject to such unresolved case may be. To the extent Sellers do not contest a Title Defect or uncured Objectiona Title Defect Amount in a Notice of Disagreement within 5 Business Days after receipt of the applicable Title Defect Notice, whereupon such Objection shall be deemed an additional Permitted Exception. If Buyer fails to make either such election, Buyer Sellers shall be deemed to have elected accepted the existence of such Title Defect or Title Defect Amount, which shall be final, binding and conclusive for all purposes hereunder. (d) If a Notice of Disagreement is timely provided by Sellers, Buyer and Sellers shall use commercially reasonable efforts for a period of 3 Business Days after delivery of such Notice of Disagreement (or such longer period as they may mutually agree) to terminate this Agreement and receive a return resolve any disagreements with respect to the existence of the E▇▇▇▇▇▇ Money. After the expiration of the Due Diligence Period, if any new exception to title not revealed Title Defect or Title Defect Amount contested in the Notice of Disagreement. If, at the end of such period, they are unable to resolve such disagreements, then, upon the written request of either party, Sellers and Buyer agree that they will turn the dispute over to an independent, experienced real estate attorney who is practicing law with a regional law firm that is nationally recognized in the midstream oil and gas industry, that is mutually agreed upon by Sellers and Buyer (the “Title Commitment Defect Arbitrator”), to resolve any remaining disagreements. (e) The Title Defect Arbitrator shall determine as promptly as practicable (but in any event within 10 Business Days) following the date on which such dispute is discovered by Buyer or by the Escrow Agent and is added referred to the Title Commitment Defect Arbitrator the existence of any alleged Title Defect or the disputed Title Defect Amount, as the case may require, identified in the Notice of Disagreement and not previously resolved by the Escrow Agent at parties. Each party shall set forth in writing its position regarding the existence of each alleged Title Defect and Title Defect Amount referred to the Title Defect Arbitrator for resolution, and the Title Defect Arbitrator shall be required to select the position of either one party or prior the other with respect to Closingeach such Title Defect or Title Defect Amount, Buyer as the case may require. The costs of the Title Defect Arbitrator shall have until be allocated by the earlier Title Defect Arbitrator between the parties based upon the positions on the Title Defects asserted by the parties ultimately selected by the Title Defect Arbitrator. The determination of the Title Defect Arbitrator shall be final, conclusive and binding on the parties and shall be enforceable in any court having jurisdiction. (f) As used in this Agreement, an “Agreed-Upon Title Defect” shall mean any of (i) ten (10) days after the Buyer's receipt a Title Defect that is not contested under any Notice of the updatedDisagreement, revised Title Commitment showing the new title exception, together with a legible copy of any such new matter, or (ii) a Title Defect that is mutually agreed upon or deemed agreed upon by Buyer and Sellers or (iii) a Title Defect recognized as such by determination of the date Title Defect Arbitrator pursuant to Section 2.05(e) above. An “Agreed-Upon Title Defect Amount” shall mean any of Closing, to provide Seller with written notice of its new Objection. If Seller does not commit to remove or cure such Objection as aforesaid, Buyer may elect as its sole and exclusive remedy in such event, to either (i) terminate this Agreementa Title Defect Amount that is not contested under any Notice of Disagreement, in which case the E▇▇▇▇▇▇ Money shall be returned to Buyer, and neither party shall have any further obligation hereunder, except as otherwise expressly set forth herein, or (ii) elect a Title Defect Amount that is mutually agreed upon or deemed agreed upon by Buyer and Sellers or (iii) a Title Defect Amount recognized in a determination of the Title Defect Arbitrator pursuant to accept title to the Property subject to such unresolved or uncured new Objection, whereupon such new Objection shall be deemed an additional Permitted ExceptionSection 2.05(e) above.

Title Defects. Buyer shall order Purchaser acknowledges receipt of current title commitments (individually a title commitment "Title Commitment" and collectively the "Title Commitments") from the Title Company and all back-up documents in connection therewith (the "Title CommitmentDocuments") for the Property from Escrow Agent promptly after the Effective Date). If the Title Commitment discloses exceptions to title which Buyer finds to be objectionable, Buyer shall provide Seller with written notice of its objection to any such title exception (each, an "Objection") On or prior to the date which is ten (10) days before the expiration of the Due Diligence Inspection Period, Purchaser shall submit to Sellers a written notice from Purchaser ("Title Notice") specifying any alleged defects in or objections to the title to the Real Property and Improvements which do not constitute Permitted Encumbrances. Purchaser shall be deemed to have waived its right to object to any encumbrance or other title objection existing of record at the time of the Title Notice unless Purchaser shall have timely given to Sellers the Title Notice which specified Purchaser’s objection unless such encumbrance or other title objection was not listed in a Title Commitment. Each Seller shall cause any lien, including any existing financing, voluntarily created by such Seller (as distinguished from, for example, a mechanic’s lien asserted against the interest of a tenant in the Real Property and Improvements to be paid at Closing. No Seller shall have any obligation to cure any other alleged defect or objection raised in the Title Notice. Sellers shall, within five (5) business days from following receipt of the date Title Notice, notify Purchaser of their intent to (A) remove any encumbrance or other title objection which is not a Permitted Encumbrance or (B) provide the Title Company such notice to agree to have each Objection removed prior to Closing, or to have assurances as the title insurer commit Title Company requires to insure over Purchaser against any loss arising from such Objection encumbrances or to correct each such other matter. If Seller does not commit to remove or cure such Objection as aforesaid, Buyer may elect as its sole and exclusive remedy in such event, to either (i) terminate this Agreement, in which case the E▇▇▇▇▇▇ Money shall be returned to Buyer, whereupon this Agreement shall be null and void and of no further force and effect, title objections or (iiC) elect to accept title to the Property subject to such unresolved or uncured Objection, whereupon such Objection do neither (A) nor (B). Purchaser shall be deemed an additional Permitted Exception. If Buyer fails to make either such election, Buyer shall be deemed to then have elected to terminate this Agreement and receive a return of the E▇▇▇▇▇▇ Money. After until the expiration of the Due Diligence Period, if any new exception to title not revealed in the Title Commitment is discovered by Buyer or by the Escrow Agent and is added to the Title Commitment by the Escrow Agent at or prior to Closing, Buyer shall have until the earlier of (i) ten (10) days after the Buyer's receipt of the updated, revised Title Commitment showing the new title exception, together with a legible copy of any such new matter, or (ii) the date of Closing, to provide Seller with written notice of its new Objection. If Seller does not commit to remove or cure such Objection as aforesaid, Buyer may elect as its sole and exclusive remedy in such event, Inspection Period to either (i) waive any title objection a Seller has not agreed to cure or terminate this Agreement, in which case the E▇▇▇▇▇▇ Money shall be returned to Buyer, and neither party shall have any further obligation hereunder, except as otherwise expressly set forth herein, or (ii) elect to accept title to the Property subject to such unresolved or uncured new Objection, whereupon such new Objection shall be deemed an additional Permitted Exception.

Title Defects. Buyer shall order a title commitment Within ten (10) days of Buyer’s receipt of the "Title Commitment") for the Property from Escrow Agent promptly after the Effective Date. If latter of the Title Commitment discloses exceptions to title which Buyer finds to be objectionableor the Survey (as defined in Section 6 (g) below), Buyer shall provide Seller with written notice of its objection to and in any such title exception (each, an "Objection") event prior to the expiration of the Due Diligence Period, and Buyer shall object in writing to any condition of title not satisfactory to Buyer, in Buyer’s sole discretion (hereinafter referred to as a “Title Defect”). Seller shall have notify Buyer within five (5) business days from after receipt of Buyer’s written objection to the date of such notice to agree to have each Objection removed prior to Closing, or to have Title Defects whether Seller will cure the title insurer commit to insure over such Objection or to correct each such other matterObjections. If Seller does not commit respond within said period, Seller, ELFP and Khair shall be deemed to remove or have elected to not cure such Objection the Objections. Seller shall not have any obligation to cure any Title Defect except as aforesaid, Buyer may elect as its sole and exclusive remedy otherwise expressly stated in such event, to either (i) terminate this Agreement, in which case the ESection. ▇▇▇▇▇▇ Money shall (and, upon satisfaction of the Buy-Out Contingency, ELFP and Khair shall), without limitation, be returned responsible for the payment and satisfaction and discharge of record of any and all Title Defects of an ascertainable monetary value to the extent not in excess of $750,000 in the aggregate for all of the Property), said amount being exclusive of deeds to secure debt and other encumbrances filed against the Property with the consent of ▇▇▇▇▇▇, ELFP and/or Khair. If Seller does not agree (or are deemed to not agree) to cure the Title Defect, or if the Title Defect cannot be corrected prior to Closing despite the efforts that Seller may elect to undertake, Buyer may, at its option and as its sole and exclusive remedy, (a) terminate this Agreement and as a result Escrow Agent shall return the Deposit together with all accrued interest forthwith to Buyer, whereupon neither party shall have any obligation or liability to the other except to the a provision of this Agreement shall be null and void and of no further force and effectexpressly survives a termination, or (iib) elect to accept such title as ▇▇▇▇▇▇, ELFP and Khair are able to convey and proceed to Closing without abatement of or adjustment to the Property subject to such unresolved or uncured Objection, whereupon such Objection shall be deemed Purchase Price (except for Title Defects of an additional Permitted Exceptionascertainable monetary value). If Buyer fails to make either such electionnotify Seller that Buyer is terminating this Agreement pursuant to this Section within ten (10) business days of the expiration of the 10-day period, Buyer shall be deemed to have elected to terminate this Agreement and receive a return of the E▇▇▇▇▇▇ Money. After the expiration of the Due Diligence Period, if any new exception to title not revealed selected option (b) in the Title Commitment is discovered by Buyer or by the Escrow Agent and is added to the Title Commitment by the Escrow Agent at or prior to Closing, Buyer shall have until the earlier of (i) ten (10) days after the Buyer's receipt of the updated, revised Title Commitment showing the new title exception, together with a legible copy of any such new matter, or (ii) the date of Closing, to provide Seller with written notice of its new Objection. If Seller does not commit to remove or cure such Objection as aforesaid, Buyer may elect as its sole and exclusive remedy in such event, to either (i) terminate this Agreement, in which case the E▇▇▇▇▇▇ Money shall be returned to Buyer, and neither party shall have any further obligation hereunder, except as otherwise expressly set forth herein, or (ii) elect to accept title to the Property subject to such unresolved or uncured new Objection, whereupon such new Objection shall be deemed an additional Permitted Exceptionprevious sentence.

Title Defects. Buyer shall order a title commitment (the "Title Commitment") for the Property from Escrow Agent promptly after the Effective Date. If the Title Commitment or Survey discloses with respect to the Property, exceptions to title or other matters unacceptable to Purchaser in its sole discretion (the “Unacceptable Title Matters”), Purchaser shall notify Seller of any Unacceptable Title Matter related to the Property on or before the date which Buyer finds is twenty (20) business days after the Purchaser receives both the Title Commitment (and complete copies of the documents of record disclosed by the Title Commitment) and Survey (such twenty (20) business day period from the final delivery to Purchaser of the Title Commitment, copies of documents of record and Survey being hereinafter referred to as the “Title Review Period” for the Property, provided such notice shall be objectionabledelivered to Seller, Buyer shall provide Seller with written notice of its objection to any such title exception if at all, no later than five (each, an "Objection"5) business days prior to the expiration end of the Due Diligence Period), and Seller shall have five ten (510) business days from the date of such notice to agree to have each Objection such Unacceptable Title Matter removed prior (without any obligation to Closingdo so, or except Seller will be obligated to remove at Closing any monetary liens encumbering the Property), or, to attempt to have the title insurer Title Insurer commit to insure over such Objection Unacceptable Title Matter, in a manner reasonably acceptable to Purchaser (provided if the Title Insurer fails to insure over such Unacceptable Title Matter, Purchaser may terminate this Agreement, and as its sole remedy receive a refund of the ▇▇▇▇▇▇▇ Money), or to correct each such other matter, in each case to the reasonable satisfaction of Purchaser. If within the time specified, Seller does not commit fails to remove have each such Unacceptable Title Matter removed, insured over or cure such Objection corrected as aforesaid, Buyer Purchaser may elect as its sole and exclusive remedy in such event, to either (i) terminate this Agreement, in which case Agreement and receive a refund of the E▇▇▇▇▇▇▇ Money shall be returned to Buyer, whereupon this Agreement shall be null and void and of no further force and effectMoney, or (ii) elect to accept title to the Property subject to such unresolved the Unacceptable Title Matter with the right to deduct from the Purchase Price a sum equal to the amount required to discharge liens or uncured Objection, whereupon such Objection shall be deemed an additional Permitted Exceptionencumbrances of a definite or ascertainable amount. If Buyer Purchaser fails to make either such election, Buyer Purchaser shall be deemed to have elected to terminate this Agreement and receive a return of the E▇▇▇▇▇▇ Money. After the expiration of the Due Diligence Period, if any new exception to title not revealed in the Title Commitment is discovered by Buyer or by the Escrow Agent and is added to the Title Commitment by the Escrow Agent at or prior to Closing, Buyer shall have until the earlier of option (i) ten (10) days after the Buyer's receipt of the updated, revised Title Commitment showing the new title exception, together with a legible copy of any such new matter, or (ii) the date of Closing, to provide Seller with written notice of its new Objection. If Seller does not commit to remove or cure such Objection as aforesaid, Buyer may elect as its sole and exclusive remedy in such event, to either (i) terminate this Agreement, in which case the E▇▇▇▇▇▇ Money shall be returned to Buyer, and neither party shall have any further obligation hereunder, except as otherwise expressly set forth herein, or (ii) elect to accept title to the Property subject to such unresolved or uncured new Objection, whereupon such new Objection shall be deemed an additional Permitted Exceptionabove.

Title Defects. Buyer shall order a title commitment If (the "Title Commitment"1) for the Property from Escrow Agent promptly after the Effective Date. If the Title Commitment discloses exceptions shows that Seller does not have recordable, marketable, and indefeasible title to the Property in fee simple subject only to the Permitted Exceptions; or if (2) the Title Commitment or the Survey shows that the Property is subject to any title defects, liens, encumbrances, easements, rights-of-way, covenants, reservations or restrictions other than Permitted Exceptions and mortgages or other monetary liens which Buyer finds Seller agrees Seller will cause to be objectionabledischarged or canceled at the time of Closing; or if (3) the Survey discloses conditions which are not in conformity with the criteria set forth in the preceding paragraph; or if (4) Purchaser determines that any utility easements or other matters will have an adverse affect upon the ability to fully use the Property for the Project (all of the foregoing being collectively called “Title Defects” or individually, Buyer a “Title Defect”), then Purchaser shall provide give Seller with written notice thereof on or prior to the forty-fifth (45th) day after the date of this Agreement. On or before ten (10) days after Seller’s receipt of written notice of its objection to any such title exception (eachTitle Defect, an "Objection") prior to the expiration of the Due Diligence Period, and Seller shall have five (5) business days from the date of notify Purchaser in writing whether or not Seller intends to cure such notice Title Defect. If Seller notifies Purchaser in writing that Seller intends to agree to have each Objection removed cure any Title Defect, then Seller shall do so at its expense prior to Closing, or to have the title insurer commit to insure over such Objection or to correct each such other matter. If Seller does not commit notifies Purchaser in writing that Seller is unwilling or unable to remove or cure such Objection as aforesaidany Title Defect, Buyer may elect as then Purchaser may, at its sole and exclusive remedy in such eventoption, to either (i) agree to waive such defects and proceed to close the purchase of the Property as-is; or (ii) terminate this Agreement, such notice to be given in which case writing within five (5) days after expiration of said ten (10) day period. If Seller fails to respond to the E▇▇▇▇▇▇ Money Title Defect in writing within the specified time period, then Seller shall be returned deemed to Buyer, whereupon this Agreement have notified Purchaser that it is unwilling or unable to cure the Title Defect and Purchaser shall be null and void and of no further force and effect, have the same options described in the immediately preceding sentence. Purchaser shall elect option (i) or (ii) elect above by written notice to accept title to the Property subject to such unresolved or uncured Objection, whereupon such Objection shall be deemed an additional Permitted ExceptionSeller. If Buyer Purchaser fails to make elect either such electionoption as provided herein, Buyer Purchaser shall be deemed to have elected to terminate option (i). If Purchaser terminates this Agreement pursuant to provisions of this sub-paragraph, Seller shall refund the Refundable Deposit (and receive a return of the E▇▇▇▇▇▇ Money. After the expiration of the Due Diligence PeriodExtension Fee (hereafter defined), if any new exception applicable) to title not revealed in the Title Commitment is discovered by Buyer or by the Escrow Agent Purchaser free and is added to the Title Commitment by the Escrow Agent at or prior to Closingclear of all claims of Seller, Buyer shall have until the earlier of (i) ten (10) days after the Buyer's receipt of the updated, revised Title Commitment showing the new title exception, together with a legible copy of any such new matter, or (ii) the date of Closing, to provide Seller with written notice of its new Objection. If Seller does not commit to remove or cure such Objection as aforesaid, Buyer may elect as its sole and exclusive remedy in such event, to either (i) terminate this Agreement, in which case the E▇▇▇▇▇▇ Money both parties shall be returned to Buyer, and neither party shall have any released from all further obligation obligations hereunder, except as otherwise expressly set forth herein, or (ii) elect to accept title to the Property subject to such unresolved or uncured new Objection, whereupon such new Objection shall be deemed an additional Permitted Exception.

Title Defects. Buyer shall order a title commitment (the "Title Commitment") for the Property from Escrow Agent promptly after the Effective Date. If the Title Commitment discloses exceptions to title which Buyer finds to be objectionable, Buyer shall provide Seller with written notice of its objection to any such title exception (each, an "Objection") prior Notwithstanding anything contained herein to the expiration of the Due Diligence Periodcontrary, and Seller "Permitted Exceptions" shall have five (5) business days from the date of such notice to agree to have each Objection removed prior to Closing, or to have the title insurer commit to insure over such Objection or to correct each such other matter. If Seller does not commit to remove or cure such Objection as aforesaid, Buyer may elect as its sole and exclusive remedy in such event, to either include (i) terminate this Agreementany objectionable title matter which Seller has elected to remedy, in which case the E▇▇▇▇▇▇ Money shall be returned to Buyer, whereupon this Agreement shall be null and void and of no further force and effect, or (ii) elect to accept title to mortgages, deeds of trust, judgments and other monetary liens or encumbrances creating liens on the Property subject to such unresolved or uncured Objection, whereupon such Objection (all of which Seller shall be deemed an additional Permitted Exception. If Buyer fails to make either such election, Buyer shall be deemed to have elected to terminate this Agreement satisfy and receive a return release of the E▇▇▇▇▇▇ Money. After the expiration of the Due Diligence Period, if any new exception to title not revealed in the Title Commitment is discovered by Buyer or by the Escrow Agent and is added to the Title Commitment by the Escrow Agent record at or prior to Closing), Buyer (ii) any unrecorded easements or encumbrances affecting all or any portion of the Property not expressly disclosed in writing to Purchaser, not visible on the Property or not otherwise noted on any ofthe Deliveries, and (iii) any matters of record placed against the Property not otherwise contemplated by this First Amendment without Purchaser's prior written consent after the date this First Amendment (hereinafter the "Title Defects"). In the event Purchaser shall have until ascertain on or before Closing that title to the earlier Property is subject to Title Defects then, and in such event, Seller, at Seller's expense, shall take all such action as may be required to remove all such Title Defects. If, notwithstanding the reasonable efforts of Seller, Seller shall be unable to remedy all Title Defects upon or before Closing (which Closing may be extended, at Purchaser's sole option, for up to ninety (90) days to permit remedying of Title Defects), Purchaser may, at its sole option, either (i) ten (10) days after declare this First Amendment terminated, obtain the Buyer's receipt refund and return of the updatedDeposit and all Extension Fees paid and hold Seller liable for any costs, revised expenses, losses or damages (including attorneys' fees) incurred by Purchaser arising out of Title Commitment showing Defects resulting from, or caused by, any action, inaction or omission of Seller not exceeding, in the new title exceptionaggregate, together with a legible copy of any such new matter, Fifty Thousand Dollars ($50,000.00) or (ii) waive such Title Defects and proceed with Closing without any reduction in the date of Closing, to provide Seller with written notice of its new Objection. If Seller does not commit to remove or cure such Objection as aforesaid, Buyer may elect as its sole and exclusive remedy in such event, to either (i) terminate this Agreement, in which case the E▇▇▇▇▇▇ Money shall be returned to Buyer, and neither party shall have any further obligation hereunder, except as otherwise expressly set forth herein, or (ii) elect to accept title to the Property subject to such unresolved or uncured new Objection, whereupon such new Objection shall be deemed an additional Permitted ExceptionPurchase Price.

Title Defects. Buyer If, on the Closing Date, the Title Company shall order a title commitment be unwilling to issue the Title Policy in accordance with the provisions of this Agreement, Transferors shall be entitled, but shall not be obligated, to adjourn the Closing for one or more periods not to exceed 60 days in the aggregate (the "Title Commitment"concurrent with any other adjournments taken by Transferors hereunder) for the Property from Escrow Agent promptly after purpose of causing title to the Effective DateMall to be placed in the condition called for by this Agreement. If on the Closing Date, as the same may be adjourned as above provided, the Title Commitment discloses exceptions Company shall be unwilling to title which Buyer finds issue the Title Policy in accordance with the terms of this Agreement, Transferees may terminate this Agreement by notice to be objectionable, Buyer shall provide Seller with written notice of its objection to any such title exception (each, an "Objection") Transferors delivered on or prior to the expiration of Closing Date, as the Due Diligence Period, and Seller shall same may have five (5) business days from the date of such notice to agree to have each Objection removed prior to Closing, or to have the title insurer commit to insure over such Objection or to correct each such other matter. If Seller does not commit to remove or cure such Objection as aforesaid, Buyer may elect as its sole and exclusive remedy in such event, to either (i) terminate this Agreementbeen extended, in which case the E▇▇▇▇▇▇ Money shall be returned to Buyer, whereupon event this Agreement shall be null and void terminated and of no further force and effect, or (ii) elect to accept title to the Property subject to such unresolved or uncured Objection, whereupon such Objection shall be deemed an additional Permitted Exception. If Buyer fails to make either such election, Buyer shall be deemed to have elected to terminate this Agreement and receive a return of the E▇▇▇▇▇▇ Money. After the expiration of the Due Diligence Period, if any new exception to title not revealed in the Title Commitment is discovered by Buyer or by the Escrow Agent and is added to the Title Commitment by the Escrow Agent at or prior to Closing, Buyer shall have until the earlier of (i) ten (10) days after the Buyer's receipt of the updated, revised Title Commitment showing the new title exception, together with a legible copy of any such new matter, or (ii) the date of Closing, to provide Seller with written notice of its new Objection. If Seller does not commit to remove or cure such Objection as aforesaid, Buyer may elect as its sole and exclusive remedy in such event, to either (i) terminate this Agreement, in which case the E▇▇▇▇▇▇ Money shall be returned to Buyer, effect and neither party shall have any further obligation hereunderobligations of any nature to the other hereunder or by reason hereof, except as otherwise expressly to those obligations hereunder that are specifically stated to survive such termination, and the Deposit shall be returned to Transferees by Escrow Agent (and in such circumstances Transferors shall join with Transferees in a written instruction to Escrow Agent to pay the Deposit to Transferees in the manner set forth hereinin Section 3.02). Transferors shall be under no obligation to take any steps or to institute or prosecute any action or proceedings, or (ii) elect expend any sums of money, to accept remove from title to the Property subject Mall any defect, encumbrance or objection to such unresolved or uncured new Objectiontitle; provided, whereupon such new Objection however, that Transferors shall be responsible for discharging or causing the Title Company affirmatively to insure over any liens (including judgment liens against either Transferor or the Joint Venture), mortgages or deeds of trust which do not constitute Permitted Encumbrances, which secure liquidated amounts, which can be discharged solely by the payment of a fixed and determined sum of money and which arise on account of obligations undertaken or actions performed, or actions required to be performed under the terms of this Agreement and not so performed, by Transferors or the Joint Venture. Except for Transferors' failure to discharge or cause the Title Company affirmatively to insure over such liens or encumbrances as aforesaid, Transferors shall not be deemed in default of this Agreement, and Transferees shall not be entitled to damages of any kind, if Transferors shall be unable to satisfy the conditions set forth herein pertaining to the state of title to the Mall, nor shall Transferees in such circumstances be entitled to specific performance of this Agreement; provided, however, that the foregoing provisions of this sentence shall not apply in respect of any exception to title which is created as a result of the intentional act or omission of Transferors or the Joint Venture between the date hereof and the Closing Date and is not permitted under the terms of Article XI. In no event shall Transferors be obligated to discharge any mechanic's or similar lien created by a Tenant in occupancy or an additional Adjoining Owner to the extent the same shall constitute a Permitted ExceptionEncumbrance, but Transferors shall, prior to the Closing, use commercially reasonable efforts to cause such Tenant or Adjoining Owner to do so.

Title Defects. Buyer shall order a title commitment If: (the "Title Commitment"i) for the Property from Escrow Agent promptly after the Effective Date. If the Title Commitment discloses reflects any exceptions to title which Buyer finds are not acceptable to be objectionableBuyer, Buyer shall in Buyer’s sole discretion; (ii) the Survey discloses any state of fact not acceptable to Buyer, in Buyer’s sole discretion; or (iii) at any time prior to the Closing, title to the Property is encumbered by any exception to title not acceptable to Buyer, in Buyer’s sole discretion (with any such exception or unacceptable state of fact being referred to herein as a “Title Defect”); then ▇▇▇▇▇ may, on or before the Satisfaction Date (or, in the case of a Title Defect not disclosed by the Title Commitment prior to the Satisfaction Date, within fifteen (15) days after ▇▇▇▇▇ receives notice of such Title Defect), provide Seller with written notice of its objection to any such title exception (each, an "Objection") prior to the expiration of the Due Diligence Period, and Title Defect. Seller shall have five the right, but not the obligation (5except as specifically set forth below), during the thirty (30) business days from the date day period after receipt of such notice to agree to have each Objection removed prior to notice, but not later than the Closing, to remove such Title Defect or obtain affirmative title insurance coverage acceptable to have the title insurer commit Buyer, insuring and defending Buyer against any loss, cost, or expense arising out of or related to insure over such Objection or to correct each such other matterTitle Defect (“Affirmative Coverage”). If Seller does not commit elects to remove do so, then on or before the Closing Date (as defined below), Seller shall provide Buyer with reasonable evidence of such removal or provide reasonable evidence that such Title Defect will be removed or that such Affirmative Coverage will be obtained. Notwithstanding anything contained herein to the contrary, Seller shall be obligated to expend whatever sums are required to cure such Objection as aforesaidor obtain Affirmative Coverage for the following Title Defects prior to, Buyer may elect as its sole and exclusive remedy in such eventor at, to either the Closing: (i) terminate this AgreementAll mortgages, in which case the E▇▇▇▇▇▇ Money shall be returned to Buyersecurity deeds, whereupon this Agreement shall be null and void and of no further force and effectliens, or other security instruments encumbering the Property (which are not the result of acts or omissions of Buyer); (ii) elect Judgments against Seller (which are not the result of acts or omissions of Buyer) which have attached to accept title to and become a lien against the Property subject to such unresolved or uncured Objection, whereupon such Objection shall be deemed an additional Permitted Exception. If Buyer fails to make either such election, Buyer shall be deemed to have elected to terminate this Agreement Property; (iii) All past due ad valorem taxes and receive a return of the E▇▇▇▇▇▇ Money. After the expiration of the Due Diligence Period, if any new exception to title not revealed in the Title Commitment is discovered by Buyer or by the Escrow Agent and is added to the Title Commitment by the Escrow Agent at or prior to Closing, Buyer shall have until the earlier of (i) ten (10) days after the Buyer's receipt of the updated, revised Title Commitment showing the new title exception, together with a legible copy assessments of any such new matterkind, which constitute a lien against the Property; and (iv) All past due (or currently due) assessments or fees of any kind related to any easement, declaration, covenants, or (ii) similar encumbrance affecting the date of Closing, to provide Seller with written notice of its new Objection. If Seller does not commit to remove or cure such Objection as aforesaid, Buyer may elect as its sole and exclusive remedy in such event, to either (i) terminate this Agreement, in which case the E▇▇▇▇▇▇ Money shall be returned to Buyer, and neither party shall have any further obligation hereunder, except as otherwise expressly set forth herein, or (ii) elect to accept title to the Property subject to such unresolved or uncured new Objection, whereupon such new Objection shall be deemed an additional Permitted ExceptionProperty.

Title Defects. Seller has delivered to Buyer shall order a copy of Seller’s owner’s title commitment policy from Commonwealth Land Title Insurance Company (the "Title Company") with respect to the Premises. Buyer shall have until the end of the Inspection Period to object to any matter contained in the Title Commitment (as hereinafter defined). Any matter not objected to within such period shall be deemed a Permitted Encumbrance. The Buyer shall, at the Buyer's expense, shall obtain a commitment (the " Title Commitment") from a title insurance company of the Buyer's choice which is licensed to do business in the State of Maryland for an owner's title insurance policy on a Standard ALTA Policy. Buyer shall promptly provide a copy of the Property from Escrow Agent promptly after the Effective DateTitle Commitment to Seller, at no cost to Seller. If the Title Commitment discloses shows exceptions to title which are objectionable to Buyer, the Buyer finds to be objectionable, Buyer shall provide may give the Seller with written notice of its objection to thereof at any such title exception (each, an "Objection") time prior to the expiration end of the Due Diligence Period, and Seller shall have five (5) business days from Inspection Period enumerating in writing the unacceptable aspects of the Title Commitment. Matters affecting title in existence on the date of the Title Commitment and not timely objected to by Buyer shall be deemed to have been accepted by Buyer and shall be deemed Permitted Encumbrances. In the event that the Title Commitment is unacceptable to Buyer as provided above, and Buyer so notifies Seller within the aforesaid time period, Seller shall, within ten (10) days after receipt of such notice from Buyer, notify Buyer in writing either (a) that Seller is unwilling to agree correct such unacceptable title matters, or (b) that Seller, at its sole cost and expense, shall undertake to have each Objection removed prior eliminate or modify all such unacceptable matters to the reasonable satisfaction of Buyer. In the event Seller elects not to cure such unacceptable title matters or is unable to satisfy said objections within ten (10) days after its receipt of such notice from Buyer, except for the satisfaction of monetary liens at Closing which Seller shall be required to pay off at Closing, or to have then the title insurer commit to insure over such Objection or to correct each such other matter. If Seller does not commit to remove or cure such Objection as aforesaidBuyer may, Buyer may elect as at its sole and exclusive remedy in such event, to either election: (i) terminate this Agreement, in which case event the E▇▇▇▇▇▇ Money Deposit referred to in Paragraph 3 and all interest earned thereon shall be promptly returned to Buyer, whereupon this Agreement the Buyer and the parties shall be null and void and of no relieved from further force and effect, obligations to one another under this Agreement; or (ii) elect to accept title to the Property subject to such unresolved or uncured Objectionall matters of record as of the date of the Seller’s Title Policy, whereupon such Objection shall be deemed without an additional Permitted Exceptionadjustment to the Purchase Price, and proceed with Closing hereunder. If Buyer fails does not elect alternative (i) by written notice to make either such electionSeller given within ten (10) days after the date of Seller's notice electing not to cure or the expiration of the aforesaid ten (1) day period without Seller having successfully cured the title objections (whichever is applicable), the Buyer shall be deemed to have elected alternative (i). Seller covenants that it will not voluntarily create or cause or permit a lien or encumbrance to terminate this Agreement attach to the Property between the Effective Date and receive Closing; any lien or encumbrance so attaching, as well as any lien or encumbrance, which is a return mortgage, deed of trust, judgment lien, or similar monetary lien against the E▇▇▇▇▇▇ Money. After the expiration of the Due Diligence PeriodProperty, if any new exception to title not revealed in the Title Commitment is discovered by Buyer or shall be discharged by the Escrow Agent and is added to the Title Commitment by the Escrow Agent Seller at or prior to Closing, Buyer shall have until the earlier of (i) ten (10) days after the Buyer's receipt of the updated, revised Title Commitment showing the new title exception, together with a legible copy of any such new matter, or (ii) the date of Closing, to provide Seller with written notice of its new Objection. If Seller does not commit to remove or cure such Objection as aforesaid, Buyer may elect as its sole and exclusive remedy in such event, to either (i) terminate this Agreement, in which case the E▇▇▇▇▇▇ Money shall be returned to Buyer, and neither party shall have any further obligation hereunder, except as otherwise expressly set forth herein, or (ii) elect to accept title to the Property subject to such unresolved or uncured new Objection, whereupon such new Objection shall be deemed an additional Permitted Exception.

Title Defects. Buyer shall order a title commitment (the "Title Commitment") for the Property from Escrow Agent promptly after the Effective Date. If has ordered, at its sole cost and expense, the Title Commitment discloses exceptions in the amount of the Purchase Price from the Title Company with respect to title which Buyer finds to be objectionable, the Premises. Buyer shall provide be deemed to have waived its right to object to any encumbrance or other title exception or matter reflected in the Title Commitment and any matter reflected on the Survey Plan unless Buyer shall have given Seller with a specific written notice of its objection to any such title exception matter that is not a Permitted Encumbrance (each, an "Objection"a “Title Notice”) prior to the expiration of the Due Diligence Period, and Seller shall have within five (5) business days from of Buyer’s receipt of the date last to be received of the Title Commitment and the Survey Plan. Buyer hereby provides a Title Notice with respect to any encumbrance or other title exception (or condition to the issuance of the Title Policy to the extent that such notice to agree to have each Objection removed prior to Closing, condition is under Seller’s control or to have the title insurer commit to insure over such Objection or to correct each such other matter. If Seller does not commit to remove or cure such Objection as aforesaid, Buyer may elect as its sole and exclusive remedy in such event, to either (i) terminate responsibility under this Agreement, in which case ) shown on the E▇▇▇▇▇▇ Money shall be returned to Buyer, whereupon this Agreement shall be null and void and of no further force and effect, or Title Commitment (ii) elect to accept title to except the Property subject to such unresolved or uncured Objection, whereupon such Objection shall be deemed an additional Permitted ExceptionEncumbrances). If Buyer fails to make either such election, Buyer shall be deemed to have elected waived its right to terminate this Agreement and receive a return object to any encumbrance or other title exception reflected on any update of the E▇▇▇▇▇▇ Money. After Title Commitment unless Buyer shall have given a Title Notice to Seller prior to the earlier to occur of (x) the expiration of five (5) days after the Due Diligence Period, if any new exception to title not revealed in the Title Commitment is discovered receipt by Buyer or by the Escrow Agent and is added of such update to the Title Commitment or (y) the Closing. Seller shall have no obligation to cure any alleged defect, objection or survey matter raised in the Title Notice, except for the monetary liens referred to in subparagraph (e) of this Paragraph 4 that are to be paid by the Escrow Agent Seller at or prior before Closing. Upon Buyer’s failure to Closingtimely object, Buyer any encumbrance or other title exception or matter reflected on the Title Commitment or Survey Plan, and any update thereof, shall thereafter be deemed a Permitted Encumbrance. Seller shall have until the earlier of (i) right, at its sole option, upon written notice to Buyer within ten (10) days of receipt of Buyer’s Title Notice, to (A) defer the Closing for a period not exceeding sixty (60) days after the Buyer's receipt Closing Date (but in no event, including an extension under this clause (A), shall Closing be extended beyond May 15, 2005) to give Seller an opportunity, at Seller’s sole option, of the updated, revised Title Commitment showing the new attempting to remove any encumbrance or other title exception, together with exception or matter which is not a legible copy of any such new matter, Permitted Encumbrance or (iiB) the date of Closing, elect not to provide Seller with written notice of its new Objection. If Seller does not commit to remove or cure such Objection as aforesaid, Buyer may elect as its sole and exclusive remedy in such event, to either do (i) terminate this AgreementA), in which case the E▇▇▇▇▇▇ Money shall be returned to Buyer, and neither party event Buyer shall have any further obligation hereunder, except as otherwise expressly the election set forth herein, or in subparagraph (iie) elect of this Paragraph 4. Failure by Seller to accept title to the Property subject to deliver such unresolved or uncured new Objection, whereupon such new Objection notice shall be deemed an additional Permitted Exceptionelection under subparagraph (B) above.

Title Defects. (a) Buyer shall order obtain as soon as reasonably practicable and deliver a title commitment copy to Seller: (x) the "Title Commitment", (y) for the Property from Escrow Agent promptly after the Effective Date. If copies of all documents referred to on Schedule B of the Title Commitment discloses as exceptions to title which Buyer finds to be objectionablecoverage, Buyer shall provide Seller with written notice of its objection to any such title exception and (each, an "Objection"z) prior the Survey. Prior to the expiration of the Due Diligence Period, and Seller Buyer shall have the right, it its sole discretion, to object in writing to any title matters that appear on the Title Commitment, the Survey, and any updates thereto (whether or not such matters constitute Permitted Exceptions). After the expiration of the Due Diligence Period, Buyer shall have the right, in Buyer’s sole discretion, to object in writing to any title matters which are not Permitted Exceptions if (i) such matters first appear on any update to the Title Commitment or Survey issued after the expiration of the Due Diligence Period, and (ii) such objection is made by Buyer within five (5) business days from the date of Business Days after such notice to agree to have each Objection removed updated Title Commitment or Survey is received by Buyer (but, in any event, prior to the applicable Scheduled Closing Date). Unless Buyer is entitled to and timely objects to such title matters, all such title matters shall be deemed to constitute additional Permitted Exceptions. If this Agreement is not terminated by Buyer in accordance with the provisions hereof, Seller shall, at the applicable Closing, or to have the title insurer commit to insure over such Objection or to correct each such other matterRemove all Required Removal Exceptions. If Seller does is unable to Remove any Required Removal Exceptions prior to the applicable Closing, Buyer may at the applicable Closing elect to either (i) exercise Buyer’s rights under Section 9.2, or (ii) accept such exceptions to title and the applicable Closing shall occur as herein provided without any reduction of or credit against the Purchase Price. (b) With respect to any title objections that are not commit Required Removal Exceptions, Seller may elect to remove Remove any such exceptions to title and Seller may notify Buyer in writing within five (5) Business Days after receipt of Buyer’s notice of Buyer’s title objections (but, in any event, prior to the applicable Scheduled Closing Date) whether Seller elects to Remove the same. Failure of Seller to respond in writing within such period shall be deemed an election by Seller not to Remove Buyer’s title objections. Any title objection that Seller elects in writing to Remove shall be deemed a Required Removal Exception. If Seller elects or cure such Objection as aforesaidis deemed to have elected not to Remove one or more of Buyer’s title objections (provided Seller shall not have the right to make this election with respect to any Required Removal Exception), then, within five (5) Business Days after Seller’s election or deemed election (but, in any event, prior to the applicable Scheduled Closing Date), Buyer may elect as its sole and exclusive remedy in such event, writing to either (i) terminate this Agreement, in which case event the E▇▇▇▇▇▇ Money Deposit shall be returned paid to BuyerBuyer and, whereupon this Agreement thereafter, the parties shall be null and void and of have no further force and effectrights or obligations hereunder except for obligations which expressly survive the termination of this Agreement, or (ii) elect waive such title objections and proceed to accept title applicable Closing without any reduction of or credit against the Purchase Price. Failure of Buyer to the Property subject to respond in writing within such unresolved or uncured Objection, whereupon such Objection period shall be deemed an additional Permitted Exceptionelection by Buyer to waive such title objections and proceed to the applicable Closing. If Buyer fails to make either Any such election, title objection so waived (or deemed waived) by Buyer shall be deemed to have elected to terminate this Agreement and receive constitute a return of the E▇▇▇▇▇▇ Money. After the expiration of the Due Diligence Period, if any new exception to title not revealed in the Title Commitment is discovered by Buyer or by the Escrow Agent and is added to the Title Commitment by the Escrow Agent at or prior to Closing, Buyer shall have until the earlier of (i) ten (10) days after the Buyer's receipt of the updated, revised Title Commitment showing the new title exception, together with a legible copy of any such new matter, or (ii) the date of Closing, to provide Seller with written notice of its new Objection. If Seller does not commit to remove or cure such Objection as aforesaid, Buyer may elect as its sole and exclusive remedy in such event, to either (i) terminate this Agreement, in which case the E▇▇▇▇▇▇ Money shall be returned to Buyer, and neither party shall have any further obligation hereunder, except as otherwise expressly set forth herein, or (ii) elect to accept title to the Property subject to such unresolved or uncured new Objection, whereupon such new Objection shall be deemed an additional Permitted Exception. (c) Seller shall have the right to replace the Title Company with another nationally recognized title insurance company reasonably satisfactory to Buyer if the Title Company fails or refuses to Remove any exceptions to title that Seller elects or is required to Remove.

Title Defects. Buyer shall order a title commitment (the "Title Commitment"a) for the Property from Escrow Agent promptly after the Effective Date. If the Title Commitment discloses exceptions to title which Buyer finds to be objectionable, Buyer shall provide Seller with written notice of its objection to any such title exception (each, an "Objection") prior Prior to the expiration of the Due Diligence Period, and Seller Buyer shall have the right to object in writing to any title matters that appear on the Title Commitment, the Survey, and any updates thereto (whether or not such matters constitute Permitted Exceptions). After the expiration of the Due Diligence Period, Buyer shall have the right to object in writing to any title matters which are not Permitted Exceptions and which materially adversely affect Buyer’s title to the Real Property (as reasonably determined by Buyer in good faith) if (i) such matters first appear on any update to the Title Commitment or Survey issued after the expiration of the Due Diligence Period, and (ii) such objection is made by Buyer within five (5) business days from the date of Business Days after such notice to agree to have each Objection removed updated Title Commitment or Survey is received by Buyer (but, in any event, prior to Closingthe Scheduled Closing Date). Unless Buyer is entitled to and timely objects to such title matters, or all such title matters shall be deemed to have constitute additional Permitted Exceptions. (b) With respect to any title objections that are not Required Removal Exceptions, Seller may elect to Remove any such exceptions to title and Seller may notify Buyer in writing within five (5) Business Days after receipt of Buyer’s notice of Buyer’s title objections (but, in any event, prior to the Scheduled Closing Date) whether Seller elects to Remove the same. Failure of Seller to respond in writing within such period shall be deemed an election by Seller not to Remove Buyer’s title insurer commit to insure over such Objection or to correct each such other matterobjections. If Seller does elects or is deemed to have elected not commit to remove Remove one or cure such Objection as aforesaidmore of Buyer’s title objections, then, within five (5) Business Days after Seller’s election or deemed election (but, in any event, prior to the Scheduled Closing Date), Buyer may elect as its sole and exclusive remedy in such event, writing to either (i) terminate this Agreement, in which case event the E▇▇▇▇▇▇ Money Deposit (except for the Non-Refundable Deposit, which shall be returned paid to Buyer, whereupon this Agreement Seller) shall be null and void and of paid to Buyer and, thereafter, the parties shall have no further force and effectrights or obligations hereunder except for obligations which expressly survive the termination of this Agreement, or (ii) elect waive such title objections and proceed to accept title Closing without any reduction of or credit against the Purchase Price. Failure of Buyer to the Property subject to respond in writing within such unresolved or uncured Objection, whereupon such Objection period shall be deemed an additional election by Buyer to waive such title objections and proceed to Closing. Any such title objection so waived (or deemed waived) by Buyer shall constitute a Permitted Exception. (c) If this Agreement is not terminated by Buyer in accordance with the provisions hereof, Seller shall, at Closing, Remove all Required Removal Exceptions. If Buyer fails Seller is unable to make either such electionRemove any Required Removal Exceptions prior to the Closing (as extended as provided in Section 3.1(d)), Buyer shall be deemed may at Closing elect to have elected to terminate this Agreement and receive a return of the E▇▇▇▇▇▇ Money. After the expiration of the Due Diligence Period, if any new exception to title not revealed in the Title Commitment is discovered by Buyer or by the Escrow Agent and is added to the Title Commitment by the Escrow Agent at or prior to Closing, Buyer shall have until the earlier of either (i) ten (10) days after the exercise Buyer's receipt of the updated, revised Title Commitment showing the new title exception, together with a legible copy of any such new matter’s rights under Section 9.2, or (ii) accept such exceptions to title and the date Closing shall occur as herein provided without any reduction of Closing, to provide or credit against the Purchase Price. (d) Seller with written notice of its new Objection. If Seller does not commit to remove or cure such Objection as aforesaid, Buyer may elect as its sole and exclusive remedy in such event, to either (i) terminate this Agreement, in which case the E▇▇▇▇▇▇ Money shall be returned entitled to Buyer, and neither party one or more extensions of the Scheduled Closing Date (not to exceed fifteen (15) days in the aggregate) to allow additional time for Seller to Remove any exceptions to title. Seller shall have the right to replace the Title Company with another nationally recognized title insurance company reasonably satisfactory to Buyer if the Title Company fails or refuses to Remove any further obligation hereunderexceptions to title that Seller elects or is required to Remove, except as otherwise expressly set forth hereinprovided that Buyer approves, or (ii) elect to accept acting reasonably the title to the Property subject to commitment and pro forma owner’s title insurance policy issued by any such unresolved or uncured new Objection, whereupon such new Objection shall be deemed an additional Permitted Exception.replacement title insurance company

Title Defects. Buyer (a) If any exception to title shall order a title commitment appear in the REX ▇▇▇minal Title Commitment which would materially adversely affect SDC's use and enjoyment of the REX ▇▇▇minal for its operations or the operations of Spartan, and if SDC notifies REX ▇▇ its objection thereto within seven (7) days following its receipt of the "REX ▇▇▇minal Title Commitment", REX ▇▇▇ll have a period not exceeding fifteen (15) for the Property from Escrow Agent promptly after the Effective Date. If the Title Commitment discloses exceptions to title which Buyer finds to be objectionable, Buyer shall provide Seller with written notice of its objection to any such title exception (each, an "Objection") prior to the expiration of the Due Diligence Period, and Seller shall have five (5) business days from the date of such notice to agree cure or remove such exception at REX's expense (except for any lien for the payment of money, including without limitation mechanics' and materialmen's liens, which REX ▇▇▇ll cause to have each Objection be removed prior on the Closing Date). If REX ▇▇▇ll be unable or unwilling to Closingcure or remove any such exception, REX ▇▇▇ll forthwith give written notice to SDC of REX's inability or to unwillingness and SDC shall have the title insurer commit to insure over such Objection or to correct each such other matter. If Seller does not commit to remove or cure such Objection as aforesaidoption, Buyer may elect as its sole and exclusive remedy in such event, to either (i) terminate this Agreement, in which case the Eexercisable within SDC/REX ▇▇▇▇▇▇▇▇▇ Money shall be returned to Buyer▇▇▇HANGE 101 4 seven (7) days after receipt of such notice, whereupon this Agreement shall be null and void and of no further force and effect, or either (iia) elect to accept title to the Property REX ▇▇▇minal subject to such unresolved exception(s) without modification or uncured Objectionimpairment of this Agreement, whereupon such Objection shall be deemed an additional Permitted Exception. If Buyer fails to make either such election, Buyer shall be deemed to have elected or (b) to terminate this Agreement Agreement. (b) If any exception to title shall appear in the SDC Terminal Title Commitment which would materially adversely affect REX's use and receive a return enjoyment of the ESDC Terminal for its operations, and if REX ▇▇▇ifies SDC of its objection thereto within seven (7) days following its receipt of the SDC Terminal Title Commitment, SDC shall have a period not exceeding fifteen (15) days from the date of such notice to cure or remove such exception at SDC's expense (except for any lien for the payment of money, including without limitation mechanics' and materialmen's liens, which SDC shall cause to be removed on the Closing Date). If SDC shall be unable or unwilling to cure or remove any such exception, SDC shall forthwith give written notice to REX ▇▇ SDC's inability or unwillingness and REX ▇▇▇ Money. After ▇ll have the expiration of the Due Diligence Periodoption, if any new exception to title not revealed in the Title Commitment is discovered by Buyer or by the Escrow Agent and is added to the Title Commitment by the Escrow Agent at or prior to Closing, Buyer shall have until the earlier of exercisable within seven (i) ten (107) days after the Buyer's receipt of the updatedsuch notice, revised Title Commitment showing the new title exception, together with a legible copy of any such new matter, or (ii) the date of Closing, to provide Seller with written notice of its new Objection. If Seller does not commit to remove or cure such Objection as aforesaid, Buyer may elect as its sole and exclusive remedy in such event, to either (ia) terminate this Agreement, in which case the E▇▇▇▇▇▇ Money shall be returned to Buyer, and neither party shall have any further obligation hereunder, except as otherwise expressly set forth herein, or (ii) elect to accept title to the Property SDC Terminal subject to such unresolved exception(s) without modification or uncured new Objectionimpairment of this Agreement, whereupon such new Objection shall be deemed an additional Permitted Exceptionor (b) to terminate this Agreement.

Title Defects. Buyer shall order a title commitment Not later than ten (10) days prior to the "Title Commitment") for end of the Property from Escrow Agent promptly after the Effective Date. If the Title Commitment discloses exceptions to title which Buyer finds to be objectionableInspection Period, Buyer shall provide furnish to Seller with written notice a statement specifying any defects in title and/or the survey which are not Permitted Exceptions (“Buyer’s Statement”); provided, however, that each financial encumbrance such as a mortgage or judgment, lien for delinquent real estate taxes, attachment, lien claim or other lien or encumbrance of its objection to any such a definite or ascertainable amount which may be removed by the payment of money that is revealed by the title exception (each, an "Objection") prior to the expiration of the Due Diligence Periodreport shall automatically, and without requirement that same be specified in Buyer’s Statement, be deemed an unpermitted exception. Seller shall have notify Buyer within five (5) business days from after receipt of Buyer’s Statement or Buyer’s Additional Statement (defined below), as the date of such notice to agree to have each Objection removed prior to Closingcase may be, whether Seller will remove or to have the title insurer commit to insure over such Objection or with respect to correct each such other matterprior liens and encumbrances, and in the event of an encroachment by any improvement, affirmatively insure against compulsory removal which will include a commitment by the Title Company to provide the same coverage in a future policy. If Seller does not commit agree, or is unable, to remove or cure any such Objection as aforesaiddefects, Buyer may elect as its sole shall have the right, by notice given to Seller and exclusive remedy in such eventEscrow Agent within five (5) business days after receipt of Seller’s notice, either to either (i) waive the defect and close title without abatement or reduction of the Purchase Price, or (ii) terminate this Agreement, in which case Agreement and obtain a refund of the E▇▇▇▇▇▇▇ Money shall be returned to Buyer, whereupon this Agreement shall be null and void and of no further force and effect, or (ii) elect to accept title to Deposit. In the Property subject to such unresolved or uncured Objection, whereupon such Objection shall be deemed an additional Permitted Exception. If event Buyer fails to make either such election, Buyer shall be deemed to have elected chooses to terminate this Agreement and receive a return of the E▇▇▇▇▇▇ Money. After the expiration of the Due Diligence Period, if any new exception to title not revealed in the Title Commitment is discovered by Buyer or by the Escrow Agent and is added agreement pursuant to the Title Commitment by the Escrow Agent at or prior to Closingforegoing sentence, Buyer shall have until the earlier of (i) ten (10) days after the Buyer's receipt of the updated, revised Title Commitment showing the new title exception, together with a legible copy of any such new matter, or (ii) the date of Closing, to provide Seller with written notice of its new Objection. If Seller does not commit to remove or cure such Objection as aforesaid, Buyer may elect as its sole and exclusive remedy in such event, to either (i) terminate this Agreement, in which case the E▇▇▇▇▇▇ Money shall be returned to Buyer, and neither party shall have any further obligation hereunder, liability to the other hereunder except as otherwise expressly set forth hereinprovided in this Agreement. Nothing contained in this Agreement shall be deemed to require Seller to take or bring any action or proceeding or any other steps to remove any defect in title or expend monies therefor, nor shall Buyer have any right of action against Seller therefor, at law, or in equity, for damages or specific performance for Seller’s inability to convey title in accordance with the provisions of this Agreement, except defects that Seller agrees to remove or insure over pursuant to this Section 6(c) but does not exercise commercially reasonable efforts to remove or insure over prior to Closing. Notwithstanding the foregoing, prior to the Closing, Buyer shall have the right to order an update or a date-down of the Title Commitment and/or the survey, and, other than Permitted Exceptions, shall have the right to make an objection to any new lien or title defect regarding the Premises which (i) is first revealed or disclosed thereon, and (ii) elect and is not acceptable to accept title Buyer (a “Buyer’s Additional Statement”); whereupon Seller shall be obligated to satisfy, cure or remove any such lien or defect at or prior to Closing. Notwithstanding the provisions of this Section to the Property subject contrary, in the event that Seller is unable to such unresolved remove any new lien or uncured new Objectiontitle defect referenced in Buyer’s Additional Statement within the five (5) business day period following Seller’s receipt thereof, whereupon such new Objection Seller may extend the Closing Date for an additional period of ten (10) business days by providing written notice thereof to Buyer and Escrow Agent; provided that Seller shall be deemed an additional Permitted Exceptionobligated to satisfy, cure or remove any such lien or defect at or prior to Closing.

Title Defects. Buyer shall order a title commitment No later than thirty (the "Title Commitment"30) for the Property from Escrow Agent promptly days after the Effective Date. If Date of this Agreement, Purchaser shall furnish to Seller a copy of an ALTA title insurance commitment for an owner’s title insurance policy (the “Title Commitment”) and Purchaser’s survey (the “Updated Survey”), if any, together with a statement specifying its objections to any matters disclosed by the Title Commitment discloses exceptions to title which Buyer finds to be objectionable, Buyer shall provide Seller with written notice of its objection to any such title exception or Updated Survey other than the Permitted Exceptions (each, an "Objection") prior to the expiration of the Due Diligence Period, and “Purchaser’s Statement”). Seller shall have five notify Purchaser within three (53) business days after receipt of Purchaser’s Statement whether Seller will cure (and in what manner Seller will cure) the defects set forth in Purchaser’s Statement, provided, however, that Seller shall agree to remove each financial encumbrance such as a mortgage, judgment, lien for delinquent real estate taxes, attachment, mechanic’s lien, or any other monetary lien or encumbrance of a definite or ascertainable amount which may be removed by the payment of money (not to exceed Seller’s 140131415.4 142232567.2 net proceeds from the date of Closing) which is revealed by the Title Commitment (a “Mandatory Discharge Item”) or take such notice other action that shall allow Title Insurer to agree omit the same as exceptions. If Seller fails to respond to Purchaser’s Statement within said three (3) business day period, Seller will be deemed to have each Objection removed prior elected not to Closing, or to have remove the title insurer commit to insure over such Objection or to correct each such defects set forth in Purchaser’s Statement (other matterthan the Mandatory Discharge Items). If Seller does not commit timely agree to remove or cure any such Objection as aforesaiddefects (other than the Mandatory Discharge Items), Buyer may elect as its sole Purchaser shall have the right, by written notice given to Seller and exclusive remedy in such event, to either (i) terminate this Agreement, in which case the E▇▇▇▇▇▇ Money shall be returned to Buyer, whereupon this Agreement shall be null and void and of no further force and effect, or (ii) elect to accept title to the Property subject to such unresolved or uncured Objection, whereupon such Objection shall be deemed an additional Permitted Exception. If Buyer fails to make either such election, Buyer shall be deemed to have elected to terminate this Agreement and receive a return of the E▇▇▇▇▇▇ Money. After the expiration of the Due Diligence Period, if any new exception to title not revealed in the Title Commitment is discovered by Buyer or by the Escrow Agent and is added to the Title Commitment by the Escrow Agent at or prior to Closing, Buyer shall have until the earlier of (i) within ten (10) days after the Buyer's first to occur of Purchaser’s receipt of Seller’s response to Purchaser’s Statement and the updatedexpiration of the aforementioned three (3) business day response period, revised Title Commitment showing either to (i) waive the new defects and close title exception, together with without abatement or reduction of the Price (and each such waived defect shall be deemed a legible copy of any such new matterPermitted Exception), or (ii) terminate this Agreement and obtain a refund of the date Deposit (other than the Independent Consideration). Upon such refund, all rights and obligations of Closingthe respective parties hereunder shall be null and void, to provide Seller with written notice except for those rights and obligations that expressly survive the termination of its new Objectionthis Agreement. If Seller does not commit Purchaser fails to remove or cure such Objection as aforesaidselect either option, Buyer may elect as its sole and exclusive remedy in such event, to either (i) terminate this Agreement, in which case the E▇▇▇▇▇▇ Money shall be returned to Buyer, and neither party shall have any further obligation hereunder, except as otherwise expressly set forth herein, or (ii) elect to accept title to the Property subject to such unresolved or uncured new Objection, whereupon such new Objection then Purchaser shall be deemed an additional Permitted Exceptionto have elected option (i). Purchaser hereby acknowledges and agrees that TIME IS OF THE ESSENCE with respect to the timely delivery of Purchaser’s Statement and any termination notice pursuant to this Section 2.3.

Title Defects. Buyer shall order a title commitment No later than thirty (the "Title Commitment"30) for the Property from Escrow Agent promptly days after the Effective Date. If Date of this Agreement, Purchaser shall furnish to Seller a copy of an ALTA title insurance commitment for an owner’s title insurance policy (the “Title Commitment”) and Purchaser’s survey (the “Updated Survey”), if any, together with a statement specifying its objections to any matters disclosed by the Title Commitment discloses exceptions to title which Buyer finds to be objectionable, Buyer shall provide Seller with written notice of its objection to any such title exception or Updated Survey other than the Permitted Exceptions (each, an "Objection") prior to the expiration of the Due Diligence Period, and “Purchaser’s Statement”). Seller shall have five notify Purchaser within three (53) business days after receipt of Purchaser’s Statement whether Seller will cure (and in what manner Seller will cure) the defects set forth in Purchaser’s Statement, provided, however, that Seller shall agree to remove each financial encumbrance such as a mortgage, judgment, lien for delinquent real estate taxes, attachment, mechanic’s lien, or any other monetary lien or encumbrance of a definite or 141250808.5 ascertainable amount which may be removed by the payment of money (not to exceed ▇▇▇▇▇▇’s net proceeds from the date Closing of the HQ Parcel pursuant to the HQ AOS) which is revealed by the Title Commitment (a “Mandatory Discharge Item”) or take such notice other action that shall allow Title Insurer to agree omit the same as exceptions. If Seller fails to respond to Purchaser’s Statement within said three (3) business day period, Seller will be deemed to have each Objection removed prior elected not to Closing, or to have remove the title insurer commit to insure over such Objection or to correct each such defects set forth in Purchaser’s Statement (other matterthan the Mandatory Discharge Items). If Seller does not commit timely agree to remove or cure any such Objection as aforesaiddefects (other than the Mandatory Discharge Items), Buyer may elect as its sole Purchaser shall have the right, by written notice given to Seller and exclusive remedy in such event, to either (i) terminate this Agreement, in which case the E▇▇▇▇▇▇ Money shall be returned to Buyer, whereupon this Agreement shall be null and void and of no further force and effect, or (ii) elect to accept title to the Property subject to such unresolved or uncured Objection, whereupon such Objection shall be deemed an additional Permitted Exception. If Buyer fails to make either such election, Buyer shall be deemed to have elected to terminate this Agreement and receive a return of the E▇▇▇▇▇▇ Money. After the expiration of the Due Diligence Period, if any new exception to title not revealed in the Title Commitment is discovered by Buyer or by the Escrow Agent and is added to the Title Commitment by the Escrow Agent at or prior to Closing, Buyer shall have until the earlier of (i) within ten (10) days after the Buyer's first to occur of Purchaser’s receipt of Seller’s response to Purchaser’s Statement and the updatedexpiration of the aforementioned three (3) business day response period, revised Title Commitment showing either to (i) waive the new defects and close title exception, together with without abatement or reduction of the Price (and each such waived defect shall be deemed a legible copy of any such new matterPermitted Exception), or (ii) the date of Closing, to provide Seller with written notice of its new Objection. If Seller does not commit to remove or cure such Objection as aforesaid, Buyer may elect as its sole and exclusive remedy in such event, to either (i) terminate this Agreement. Upon such termination, in which case all rights and obligations of the E▇▇▇▇▇▇ Money respective parties hereunder shall be returned to Buyer, null and neither party shall have any further obligation hereundervoid, except as otherwise for those rights and obligations that expressly set forth hereinsurvive the termination of this Agreement. If Purchaser fails to select either option, or (ii) elect to accept title to the Property subject to such unresolved or uncured new Objection, whereupon such new Objection then Purchaser shall be deemed an additional Permitted Exceptionto have elected option (i). Purchaser hereby acknowledges and agrees that TIME IS OF THE ESSENCE with respect to the timely delivery of Purchaser’s Statement and any termination notice pursuant to this Section 2.3.

Title Defects. Buyer The Purchaser shall order a title commitment have the right to review the Title Commitments, Title Opinions, RDPRM Searches and any surveys or certificates of location of the Properties obtained by Purchaser or any existing survey or certificate of location (or any revision or update of any of them, all of which are collectively referred to as the "Title Commitment") for the Property from Escrow Agent promptly “Surveys”). The Purchaser shall obtain any new Surveys within 3 weeks after the Effective Execution Date. The Purchaser shall notify the Sellers in writing within 10 business days after the Purchaser receives the last of the Title Commitments, Surveys, Title Opinions and RDPRM Searches, as the case may be, of any defects in or exceptions to title to either of the Properties (other than the Permitted Exceptions) that the Purchaser finds to be unacceptable. Within 5 business days after receiving such notice from the Purchaser, the Sellers shall notify the Purchaser of the Sellers’ election (a) to cure such exceptions, in which event the Sellers shall cure such exceptions promptly and at their expense, including, if applicable, obtaining a judgment confirming title, and the Closing Date shall be extended as necessary to permit the completion of such cure, or (b) not to cure such exceptions, in which event the Purchaser shall either waive such condition and proceed to purchase the Properties as provided herein or terminate this Agreement. If the Title Commitment discloses exceptions Purchaser so elects to title which Buyer finds to be objectionableterminate, Buyer shall provide Seller with written notice of its objection to any such title exception (each, an "Objection") prior to the expiration of the Due Diligence Period, and Seller shall have five (5) business days from the date of such notice to agree to have each Objection removed prior to Closing, or to have the title insurer commit to insure over such Objection or to correct each such other matter. If Seller does not commit to remove or cure such Objection as aforesaid, Buyer may elect as its sole and exclusive remedy in such event, to either (i) terminate this Agreement, in which case the E▇▇▇▇▇▇ Money Deposit shall be returned to Buyerthe Purchaser, whereupon this Agreement and the parties shall be null and void and of have no further force and effect, rights or (ii) elect to accept title to the Property subject to such unresolved or uncured Objection, whereupon such Objection shall be deemed an additional Permitted Exception. If Buyer fails to make either such election, Buyer shall be deemed to have elected to terminate this Agreement and receive a return of the E▇▇▇▇▇▇ Money. After the expiration of the Due Diligence Period, if any new exception to title not revealed in the Title Commitment is discovered by Buyer or by the Escrow Agent and is added to the Title Commitment by the Escrow Agent at or prior to Closing, Buyer shall have until the earlier of (i) ten (10) days after the Buyer's receipt of the updated, revised Title Commitment showing the new title exception, together with a legible copy of any such new matter, or (ii) the date of Closing, to provide Seller with written notice of its new Objection. If Seller does not commit to remove or cure such Objection as aforesaid, Buyer may elect as its sole and exclusive remedy in such event, to either (i) terminate this Agreement, in which case the E▇▇▇▇▇▇ Money shall be returned to Buyer, and neither party shall have any further obligation obligations hereunder, except for the Post-Termination Obligations. Unless the Sellers expressly agree to do so, the Sellers shall have no obligation to cure or remove any title defects or exceptions; provided that the Sellers shall pay off the Mortgage Loan, and any other monetary liens and hypothecs (other than the Permitted Exceptions), at the Closing so as otherwise expressly set forth hereinto effect the release of the Properties from any mortgages, or (ii) elect to accept title to deeds of trust, hypothecs and other documents and instruments securing repayment of the Property subject to such unresolved or uncured new Objection, whereupon such new Objection shall be deemed an additional Permitted ExceptionMortgage Loan.

Title Defects. Buyer shall order a title commitment On or before the date that is ten (the "Title Commitment"10) for the Property from Escrow Agent promptly after Business Days following the Effective Date. If , Purchaser shall notify Seller of any material matters shown on the Title Commitment discloses exceptions to or Survey that render title which Buyer finds to be objectionable, Buyer shall provide Seller with written notice of its objection to any such title exception (each, an "Objection") prior to the expiration Property unmarketable or that would materially interfere with Purchaser’s intended use of the Due Diligence PeriodProperty that are not acceptable to Purchaser (such exceptions referred to herein as the “Title Defects”). If any updates to the Title Commitment or Survey shall disclose any additional matters, and Seller Purchaser shall have five (5) business days Business Days from the date receipt of such updates within which to notify Seller thereof, in which case any such matters for which Purchaser provides notice shall also be treated as “Title Defects” hereunder. Within five (5) Business Days following receipt of any such timely notice, Seller may elect in its sole discretion, by written notice to agree to have each Objection removed prior to Closing, or to have the title insurer commit to insure over such Objection or to correct each such other matter. If Seller does not commit to remove or cure such Objection as aforesaid, Buyer may elect as its sole and exclusive remedy in such eventPurchaser, to either (i) terminate this Agreement, in which case undertake at its expense to cure such Title Defects prior to the E▇▇▇▇▇▇ Money shall be returned to Buyer, whereupon this Agreement shall be null and void and of no further force and effectClosing (the “Seller’s Election”), or (ii) not cure such Title Defects. In the event that Seller does not elect to accept title cure such Title Defects pursuant to the Property subject immediately preceding sentence, Purchaser may, by notice to such unresolved or uncured ObjectionSeller within five (5) Business Days of the Seller’s Election, whereupon such Objection shall be deemed an additional Permitted Exception. If Buyer fails to make either such election, Buyer shall be deemed to have elected to (x) terminate this Agreement and receive all parties shall be relieved of any further obligations or liabilities hereunder, and the Deposit shall be returned to Purchaser, or (y) indicate to Seller that, notwithstanding the Title Defects described in this Section 5(c), Purchaser shall not terminate this Agreement as a return result of the E▇▇▇▇▇▇ Money. After the expiration of the Due Diligence Periodsuch Title Defects (such Title Defects, if as well as any new exception to title not revealed matters shown in the Title Commitment is discovered by Buyer or by Survey to which Purchaser does not object as permitted herein, including specifically those matters in the Escrow Agent Existing Title and is added Survey, being thereafter deemed as “Permitted Exceptions” hereunder); provided, however, that Purchaser’s failure to notify Seller of its intentions pursuant to this sentence shall be deemed Purchaser’s intention to proceed hereunder. Notwithstanding anything contained herein to the Title Commitment by contrary, Seller shall be required to pay off at the Escrow Agent at or prior to Closing, Buyer shall have until the earlier of (i) ten (10) days after all Indebtedness of Seller secured by the Buyer's receipt of the updated, revised Title Commitment showing the new title exception, together with a legible copy of any such new matter, or Property and (ii) all Indebtedness of Seller covering, relating to or secured by any other Purchased Assets or otherwise relating to the date of ClosingBusiness, to provide Seller with written notice of its new Objection. If Seller does not commit to remove or cure such Objection as aforesaid, Buyer may elect as its sole and exclusive remedy in such event, to either pay off or cause the Title Company to insure or endorse over any mechanic’s or materialmen’s liens for work or materials undertaken or acquired by or on behalf of Seller, any Lien against Seller, and any other exceptions or encumbrances to title that may be cleared through the payment of money (i) terminate this Agreementprovided, in which case the E▇▇▇▇▇▇ Money however, Seller shall be returned entitled to Buyer, and neither party shall have utilize the Purchase Price proceeds to effectuate any further obligation hereunder, except as otherwise expressly set forth herein, or (ii) elect to accept title to all of the Property subject to such unresolved or uncured new Objection, whereupon such new Objection shall be deemed an additional Permitted Exceptionforegoing).

Title Defects. Promptly, following the execution of this Agreement, Buyer shall order a title commitment commitments from the Title Company (the "Title CommitmentCommitments") for with respect to the Property from Escrow Agent promptly after the Effective DateLand. If Within ten (10) days following Buyer's receipt of the Title Commitment discloses exceptions to title which Buyer finds to be objectionable, Buyer shall provide Seller with written notice of its objection to any such title exception (each, an "Objection") prior to the expiration of the Due Diligence Period, Commitments and Seller shall have within five (5) business days from of Buyer's receipt of any amendment to any such Title Commitment showing any new title matter, Buyer shall notify Seller in writing as to 31 whether Buyer objects to any title matter which appears on such Title Commitments and which affects the date marketability of title to the Land ("Title Defect"). Within ten (10) days following Buyer's receipt of the Title Commitments and within five (5) days of Buyer's receipt of any amendment to any such notice Title Commitment showing any new title matter, Buyer shall notify Seller in writing as to agree whether Buyer objects to have each Objection removed any Title Defects which appear on such Title Commitments. Seller shall use its commercially reasonable efforts to remove or cure any such noticed Title Defect up to the time of Closing. If the Seller fails to cure the Title Defects to Buyer's satisfaction prior to Closing, or to Buyer shall have the following elections: (a) accept the status of the title insurer commit subject to insure over such Objection or to correct each such other matter. If Seller does not commit to remove or cure such Objection the Title Defects and proceed with the performance of its obligations as aforesaid, Buyer may elect as its sole and exclusive remedy set forth in such event, to either (i) terminate this Agreement, in which case the E▇▇▇▇▇▇ Money Warranty Deeds in the form of Exhibit D will be modified to incorporate the Title Defects as exceptions to Seller's warranties thereunder; (b) attempt to negotiate with the Seller to modify this Agreement prior to Closing in a manner providing for the elimination of that portion of the Land which is affected by the Title Defect in exchange for a suitable reduction in the Purchase Price; (c) Close and treat with such Title Defects under the Title Defect Escrow Agreement as hereinafter set forth in this Section 4.3.2. For purposes of this subsection (c), the Parties recognize and agree that the Land surveys which Buyer requested pursuant to Section 4.3.1(b) shall not have been completed and certified prior to Closing and hereby agree that the lack of such completed Land surveys will be returned deemed to be Title Defects to be dealt with as follows: (1) Buyer shall have an additional 75 days after Closing to complete the surveys. Within five business days following the delivery of the surveys to Buyer, whereupon this Agreement Buyer shall be null deliver such surveys to the Title Company and void and shall, within twenty days after such delivery, notify Seller in writing of no further force and effectany concerns shown by the survey (which are not shown on any earlier surveys delivered to Buyer) which impair Buyer's ability to use the Land (or any commercially material portion of the Land) for use as a petroleum products facility ("Survey Concerns"), or (ii) elect which result in exceptions to accept title to the Property subject to such unresolved or uncured Objection, whereupon such Objection shall be deemed an additional Permitted Exception. If Buyer fails to make either such election, Buyer shall be deemed to have elected to terminate this Agreement and receive a return of the E▇▇▇▇▇▇ Money. After the expiration of the Due Diligence Period, if any Buyer's new exception to title Title Commitments that were not revealed reflected in the Title Commitment is discovered by Commitments issued to Buyer or by at Closing and which affect Buyer's use of the Escrow Agent and is added to the Land ("New Title Commitment by the Escrow Agent at or prior to ClosingDefects"). Upon receipt of such notice, Buyer Seller shall have until the earlier of (i) ten (10) 20 days after the Buyerto notify Buyer as to Seller's receipt resolution, or proposed resolution, of the updated, revised Title Commitment showing the Survey Concerns or new title exceptionexceptions, together with a legible copy or as to whether Seller wishes to dispute the existence of any the Survey Concerns or the fact that such new matter, exceptions constitute New Title Defects. Unless Seller disputes the existence of the Survey Concerns or (ii) the date of Closing, to provide Seller with written notice of its new Objection. If Seller does not commit to remove or cure such Objection as aforesaid, Buyer may elect as its sole and exclusive remedy in such event, to either (i) terminate this Agreement, in which case the E▇▇▇▇▇▇ Money shall be returned to Buyer, and neither party shall have any further obligation hereunder, except as otherwise expressly set forth herein, or (ii) elect to accept title to the Property subject to such unresolved or uncured new Objection, whereupon fact that such new Objection shall be deemed an additional Permitted Exception.exceptions constitute New Title Defects within the 20-day period or remediates or removes the Survey Concerns or New Title Defects within a reasonable time (not exceeding 30 days) after notifying

Title Defects. (i) Buyer shall order a be deemed to have waived its right to object to any encumbrance or other title commitment (exception or matter pertaining to the "Title Commitment") for the Real Property from Escrow Agent promptly after the Effective Date. If the Title Commitment discloses exceptions to title which Buyer finds to be objectionable, unless Buyer shall provide have given Seller with a specific written notice of its objection in Buyer’s reasonable discretion (based solely on a title or survey matter that would cause the applicable Parcel to not be rentable in the ordinary course of business) to any such title exception matter (each, an "Objection"“Initial Title Objection Notice”) by not later than ten (10) Business Days prior to the expiration of the Due Diligence Inspection Period (the “Initial Title Objection Deadline”). Notwithstanding the foregoing, if an update to a Title Commitment for any Parcel received after the expiration of the Inspection Period and prior to the Closing Date references a new exception to title that (A) is not a Permitted Encumbrance, (B) was not previously reflected or referenced on the Title Commitment, any existing survey or an updated survey delivered or made available to Buyer prior to the expiration of the Inspection Period, (C) was not created by Buyer or Buyer Parties and (D) has a material adverse effect on the Property, Companion Property, the Acquired Companies (as defined in the Companion Contract) and the Fee Owner (as defined in the Companion Contract), as a whole, then Buyer shall have the right to object to such matter, by delivery of a written notice (a “Subsequent Title Objection Notice”) to Seller within two (2) Business Days (but not later than the then-scheduled Closing Date) from receipt of such update to a Title Commitment. Seller shall have five (5) business days from the date of such notice to agree to have each Objection removed prior to Closing, or to have the title insurer commit to insure over such Objection or to correct each such other matter. If Seller does not commit no obligation to remove or cure such any alleged defects, objections or survey matters raised in an Initial Title Objection as aforesaidNotice or a Subsequent Title Objection Notice (each, Buyer may elect as its sole and exclusive remedy a “Title Objection”), except for the Mandatory Cure Exceptions. (ii) Upon Buyer’s failure to timely deliver an Initial Title Objection Notice or a Subsequent Title Objection Notice with respect to any encumbrance or other title exception or matter in such event, to either accordance with clause (i) terminate this Agreementabove, in which case all liens, encumbrances and other title exceptions or matters shall thereafter be deemed Permitted Encumbrances, except for the EMandatory Cure Exceptions. (iii) Should Buyer timely deliver an Initial Title Objection Notice or a Subsequent Title Objection Notice to Seller as above provided, Seller shall have the right, at its sole option, upon written notice (each, a “Title Objection Response Notice”) to Buyer within (x) with respect to a response to an Initial Title Objection Notice, eight (8) Business Days of receipt of Buyer’s Initial Title Objection Notice, if any, or (y) with respect to a response to a Subsequent Title Objection Notice, two (2) Business Days of receipt of Buyer’s Subsequent Title Objection Notice (and the then-scheduled Closing Date shall be automatically extended to allow for such response period, if necessary), if any, to elect either of the following: (A) to (1) use commercially reasonable efforts to remove or cure any Title Objection; or (2) deliver to Westcor Land Title Insurance Company, Inc., ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Money shall be returned to Buyer▇▇▇▇, whereupon this Agreement shall be null and void and of no further force and effect▇▇▇. ▇▇▇, or (ii) elect to accept title to the Property subject to such unresolved or uncured Objection, whereupon such Objection shall be deemed an additional Permitted Exception. If Buyer fails to make either such election, Buyer shall be deemed to have elected to terminate this Agreement and receive a return of the E▇▇▇▇▇▇▇▇ Money. After the expiration of the Due Diligence Period▇▇▇▇▇▇▇, if any new exception to title not revealed in the Title Commitment is discovered by Buyer or by the Escrow Agent and is added to the Title Commitment by the Escrow Agent at or prior to Closing▇▇ ▇▇▇▇▇, Buyer shall have until the earlier of (i) ten (10) days after the Buyer's receipt of the updated, revised Title Commitment showing the new title exception, together with a legible copy of any such new matter, or (ii) the date of Closing, to provide Seller with written notice of its new Objection. If Seller does not commit to remove or cure such Objection as aforesaid, Buyer may elect as its sole and exclusive remedy in such event, to either (i) terminate this Agreement, in which case the EAttn: ▇▇▇▇▇▇▇ Money ▇▇▇▇▇▇▇▇, ▇▇▇-▇▇▇-▇▇▇▇, ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ (the “Title Company”) such assurances as the Title Company requires to insure Buyer against any loss arising from such Title Objection (in either of which events, such matter shall be returned a “Seller Cure Matter”), or (B) to Buyer, and elect neither party shall have any further obligation hereunder, except as otherwise expressly of the elections referenced in Section 4(c)(iii)(A). Failure by Seller to deliver a Title Objection Response Notice within the applicable time period set forth herein, or in clause (iiiii) elect to accept title to the Property subject to such unresolved or uncured new Objection, whereupon such new Objection above shall be deemed an additional election by Seller to proceed under this clause (B). If Seller makes or is deemed to make the election described in this clause (B) and Buyer delivers a Continuation Notice prior to the expiration of the Inspection Period, then such Title Objections shall be deemed Permitted ExceptionEncumbrances. (iv) In the event Seller elects to use commercially reasonable efforts to cure a Title Objection pursuant to Section 4(c)(iii)(A)(1), and Seller is unable to cure such Title Objection on or before the date originally scheduled for Closing, then Seller shall have the right to defer the Closing from time to time (but in no event for more than thirty (30) days after the then-scheduled Closing Date) in order to provide Seller an opportunity to cure such Title Objection or to proceed under Section 4(c)(iii)(A)(2) (provided that the extension(s) of the Closing Date pursuant to this clause shall not cause the Closing Date to extend more than fifteen (15) days beyond the Closing Outside Date unless Buyer consents in writing). In the event Seller is unable to cure any Title Objection which Seller elected to attempt to cure pursuant to Section 4(c)(iii)(A)(1) or Section 4(c)(iii)(A)(2) on or before the date scheduled for Closing (as such date may be extended as set forth above) or Seller elects or is deemed to elect to proceed under Section 4(c)(iii)(B), then Buyer shall have the election set forth in Section 4(d).

Title Defects. Buyer shall order a title commitment (cause the "Title Company to deliver the Title Commitment") for , together with copies of the Property from Escrow Agent promptly after the Effective Date. If the Title Commitment discloses exceptions to title which Buyer finds referred therein, to be objectionable, Buyer shall provide Seller with written notice of its objection to any such title exception and Buyer. At least five (each, an "Objection"5) business days prior to the expiration of the Due Diligence Inspection Period, Buyer shall submit to Seller a written notice from Buyer (the “Title Notice”) specifying (A) any alleged defects in or objections to the title to the Property, and/or (B) its disapproval of any of the matters shown on the Existing Survey or the Survey. Buyer shall be deemed to have waived its right to make objection at the time of the Title Notice to matters shown in the Title Commitment or on the Existing Survey or the Survey unless Buyer shall have timely given to Seller the Title Notice which specified Buyer’s objection. Seller shall cause any mortgage or other lien voluntarily created by Seller (other than the Existing Loan) to be paid and discharged at or prior to Closing. Seller shall have five no obligation to cure any other alleged defect or objection raised in the Title Notice, except as specifically provided in this Section. Seller shall have the right, at its sole option, upon written notice to Buyer given within two (52) business days from following receipt of the date Title Notice, to notify Buyer of such notice its intent to agree (A) remove any encumbrance or other title objection or (B) elect not to have each Objection removed prior to Closingdo (A), or to in which event Buyer will have the title insurer commit right to insure over such Objection or make the election set forth below. Failure by Seller to correct each such other matterdeliver a notice of elections pursuant to this subparagraph shall be deemed an election by Seller under clause (B). If Seller does elects, or is deemed to have elected, not commit to remove or cure such Objection as aforesaiddo (A), Buyer may elect elect, by written notice given to Seller prior to the expiration of the Inspection Period, as its sole right and exclusive remedy in such eventremedy, to either (i) to take such title to the Property as Seller can convey, with no abatement of the Purchase Price, or (ii) to terminate this Agreement, in which case Agreement and to receive on written demand by Buyer to Seller and Escrow Agent the Ereturn of the ▇▇▇▇▇▇▇ Money shall be returned Deposit. Upon the delivery of Buyer’s notice to Buyerterminate under clause (ii) above to Escrow Agent and Seller, whereupon this Agreement shall be and become null and void and of no further force and effect, or (ii) elect to accept title to the Property subject to such unresolved or uncured Objection, whereupon such Objection shall be deemed an additional Permitted Exception. If Buyer fails to make either such election, Buyer shall be deemed to have elected to terminate this Agreement and receive a return of the E▇▇▇▇▇▇ Money. After the expiration of the Due Diligence Period, if any new exception to title not revealed in the Title Commitment is discovered by Buyer or by the Escrow Agent and is added to the Title Commitment by the Escrow Agent at or prior to Closing, Buyer shall have until the earlier of (i) ten (10) days after the Buyer's receipt of the updated, revised Title Commitment showing the new title exception, together with a legible copy of any such new matter, or (ii) the date of Closing, to provide Seller with written notice of its new Objection. If Seller does not commit to remove or cure such Objection as aforesaid, Buyer may elect as its sole and exclusive remedy in such event, to either (i) terminate this Agreement, in which case the E▇▇▇▇▇▇ Money shall be returned to Buyer, and neither party shall have any further obligation hereunder, rights or obligations hereunder (except for the indemnity obligations of Buyer to Seller as otherwise expressly set forth hereinin this Agreement which shall survive the cancellation of this Agreement). If Buyer makes no election prior to the expiration of the Inspection Period, or (ii) elect Buyer is deemed to accept have elected to take such title to the Property subject to such unresolved or uncured new Objectionas Seller can convey, whereupon such new Objection shall be deemed an additional Permitted Exceptionwith no abatement of the Purchase Price.