Common use of Title Defects Clause in Contracts

Title Defects. 9.1 Purchaser shall have until April 21, 1999 in which to examine the Commitment and the Surveys. If Purchaser finds title to be defective, Purchaser shall, no later than 5:00 p.m. Eastern time on April 21, 1999, notify Seller in writing, specifying the title defect(s). If Purchaser fails to give Seller written notice of any title defect(s) before 5:00 p.m. Eastern time on April 21, 1999, the defects shown in the Commitment or the Surveys shall be deemed to be waived as title objections to closing this transaction. 9.2 If Purchaser has given Seller timely written notice of defect(s) and the defect(s) render the title other than as represented in this Agreement or if any new defects appear from the date of the Commitment through the Closing Date, Seller shall use commercially reasonable efforts to cause only those defects recorded after October 7, 1997 to be cured by the Closing Date. Seller agrees to remove, by payment, bonding or otherwise, any such lien (other than environmental liens) against the Property capable of removal by the payment of money or bonding. Seller shall not be obligated to (but may, in its sole and absolute discretion) cure any other defect or to buyout or settle any other claim or lien against the Property. At Seller's option, the Closing Date may be extended for a period not to exceed sixty (60) days for purposes of eliminating such title defects. If such additional time is reasonably required by Seller to cure such title defects, Seller's failure to extend the Closing Date shall be commercially unreasonable. 9.3 If Seller does not eliminate such defects as of the Closing Date, as the same may be extended under the preceding sentence, or if any new "title defects" appear between the date of the Commitment through the Closing Date which Seller does not eliminate as of the Closing Date, Purchaser shall have the option to: 9.3.1 Close and accept the title "as is," without reduction in the Purchase Price and without claim against Seller for such title defects (except for any lien that Seller is required to cure pursuant to Section 9.2 that can be removed by the payment of money or bonding, for which credit shall be given Purchaser at the Closing unless Seller pays the same at the Closing) (and in such event, the Closing shall take place on the Closing Date); or 9.3.2 Cancel this Agreement, whereupon Escrow Agent, subject to the provisions of Section 11.3, shall return the Deposit, together with all interest earned thereon, to Purchaser, and both parties shall be released from all further obligations under this Agreement, except for those which expressly survive such termination, unless such title defects were caused by Seller's willful act or willful omission, in which event Seller shall remain liable to Purchaser for damages caused by such title defects.

Title Defects. 9.1 Purchaser 4.2.1 Buyer’s Objections to Title; Seller’s Obligations and Rights. (a) Prior to the expiration of the Due Diligence Period, Buyer shall have until April 21the right to object in writing to any title matters that appear on the Title Commitment, 1999 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 which writing to examine the Commitment any title matters that are not Permitted Exceptions and the Surveys. If Purchaser finds that materially adversely affect Buyer’s title to be defectivethe Real Property if such matters first appear on any supplemental title reports or updates to the Title Commitment issued after the expiration of the Due Diligence Period, Purchaser shallso long as such objection is made by Buyer within five (5) Business Days after Buyer becomes aware of the same (but, no later than 5:00 p.m. Eastern time on April 21in any event, 1999, notify Seller in writing, specifying prior to the title defect(sClosing Date). If Purchaser fails Unless Buyer is entitled to give Seller written notice of any object and timely objects to such title defect(s) before 5:00 p.m. Eastern time on April 21matters, 1999, the defects shown in the Commitment or the Surveys all such title matters shall be deemed to be waived as title objections to closing this transactionconstitute additional Permitted Exceptions. 9.2 If Purchaser has given (b) To the extent that any Title Objections do not constitute Required Removal Exceptions (which are to be removed by Seller timely written as set forth in Subsection 4.2.1(c)), Seller may elect (but shall not be obligated) to Remove or cause to be Removed any such Title Objections and Seller may notify Buyer in writing within five (5) Business Days after receipt of Buyer’s notice of defect(s) and the defect(s) render the title other than as represented Title Objections (but, in this Agreement or if any new defects appear from the date of the Commitment through event, prior to the 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 such Title Objections. Any Title Objection that Seller elects in writing to Remove shall be deemed a Required Removal Exception. If Seller elects not to Remove one or more Title Objections (or is deemed to have so elected), Seller shall use commercially reasonable efforts then, within five (5) Business Days after such election (but, in any event, prior to cause only those defects recorded after October 7, 1997 to be cured by the Closing Date), Buyer may elect in writing to either (i) terminate this Agreement, in which event the Deposit shall be paid to Buyer and, thereafter, the parties shall have no further rights or obligations hereunder except for obligations which expressly survive the termination of this Agreement, or (ii) waive such Title Objections and proceed to Closing. Failure of Buyer to respond in writing within such period shall be deemed an election by Buyer to waive such Title Objections and proceed to Closing. Any such Title Objection so waived (or deemed waived) by Buyer shall be deemed to 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 is not terminated by Buyer in accordance with the provisions hereof, Seller shall, at Closing, Remove or cause to be Removed any Required Removal Exceptions. Seller agrees may use any portion of the Purchase Price to remove, by payment, bonding or otherwise, satisfy any such lien (other than environmental liens) against the Property capable of removal by the payment of money or bonding. Seller shall not be obligated to (but may, in its sole and absolute discretion) cure any other defect or to buyout or settle any other claim or lien against the Property. At Seller's option, the Closing Date may be extended for a period not to exceed sixty (60) days for purposes of eliminating such title defects. If such additional time is reasonably required by Seller to cure such title defects, Seller's failure to extend the Closing Date shall be commercially unreasonable. 9.3 If Seller does not eliminate such defects Required Removal Exceptions that exist as of the Closing Date, as provided Seller shall cause the same may be extended under Title Company to Remove the preceding sentence, or if any new "title defects" appear between the date of the Commitment through the Closing Date which Seller does not eliminate as of the Closing Date, Purchaser shall have the option to: 9.3.1 Close and accept the title "as is," without reduction in the Purchase Price and without claim against Seller for such title defects (except for any lien that same. If Seller is required unable to Remove any Required Removal Exceptions at or prior to the Closing, Buyer may at Closing elect to either (a) exercise Buyer’s rights under Section 11.2, except that the cure pursuant to Section 9.2 that can be removed by the payment of money or bonding, for which credit period thereunder shall be given Purchaser at the Closing unless Seller pays the same at the Closinglimited to one (1) Business Day (and in such eventincluding, as set forth therein, the Closing shall take place on the Closing Date); or 9.3.2 Cancel right to terminate this Agreement, whereupon Escrow Agent, subject to the provisions of Section 11.3, shall return the Deposit, together with all interest earned thereon, to Purchaser, and both parties shall be released from all further obligations under this Agreement, except for those which expressly survive such termination, unless such title defects were caused by Seller's willful act or willful omission, in which event the Deposit shall be paid to Buyer an thereafter the parties shall have no further rights or obligations hereunder except for obligations which expressly survive the termination of this Agreement), or (b) accept such exceptions to title and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price. (d) Seller shall remain liable be entitled to Purchaser a reasonable adjournment of the Closing and Closing Deadline (not to exceed thirty (30) days) for damages caused by such title defectsthe purpose of the Removal of any Required Removal Exceptions or other exceptions to title.

Title Defects. 9.1 Purchaser shall have until April 21A. In the event the Commitment discloses defects in title other than (a) covenants, 1999 conditions and restrictions of record as revealed in which to examine the Commitment and which are acceptable to the Surveys. If Purchaser finds Purchaser, (b) non-delinquent general real estate taxes for the year in which the Closing occurs and subsequent years, or (c) any other title to be defective, Purchaser shall, no later than 5:00 p.m. Eastern time on April 21, 1999, notify Seller in writing, specifying the title defect(s). If Purchaser fails to give Seller written notice of any title defect(s) before 5:00 p.m. Eastern time on April 21, 1999, the defects shown defect set forth in the Commitment or to which the Surveys shall be deemed to be waived as title objections to closing this transaction. 9.2 If Purchaser has given Seller timely written notice does not object within thirty (30) days of defect(s) and the defect(s) render the title other than as represented in this Agreement or if any new defects appear from the date receipt of the Commitment through and copies of all documents of record and exceptions to title (the Closing Date“Permitted Title Exceptions”), the Purchaser shall notify the Seller of these defects within thirty (30) days of the Purchaser’s receipt of the Commitment and copies of all documents of record and exceptions to title. Upon receipt of notice, the Seller shall undertake to remedy all defects by the following: (i) If the Property or any part thereof shall be subject to any lien or charge of any fixed or ascertainable amount (“Removable Lien”), the Seller shall pay the same at or prior to Closing. (ii) If any title defects shall exist on the Property, other than a Permitted Title Exception or Removable Lien, the Seller shall use commercially reasonable best efforts to cause only those remedy the defects recorded after October 7on or before the end of the Feasibility Period. B. In the event that despite having used best efforts, 1997 the Seller, at Closing, is unable to be cured by convey title to the Closing Date. Seller agrees to removeProperty free and clear of all liens, by paymentencumbrances, bonding or otherwise, any such lien (and exceptions other than environmental liens) against the Property capable of removal by Permitted Title Exceptions, the payment of money or bonding. Seller shall not be obligated to (but mayPurchaser, in addition to its sole other rights and absolute discretion) cure any other defect remedies available pursuant to this Agreement and at law or to buyout or settle any other claim or lien against the Property. At Seller's optionin equity, the Closing Date may be extended for a period not to exceed sixty (60) days for purposes of eliminating such title defects. If such additional time is reasonably required by Seller to cure such title defects, Seller's failure to extend the Closing Date shall be commercially unreasonable. 9.3 If Seller does not eliminate such defects as of the Closing Date, as the same may be extended under the preceding sentence, or if any new "title defects" appear between the date of the Commitment through the Closing Date which Seller does not eliminate as of the Closing Date, Purchaser shall have the option toat Closing of the following: 9.3.1 Close and accept (i) Take such title as the title "as is," without Seller can deliver, with reduction in of the Purchase Price and without claim against Seller for such title defects (except for towards any lien that Seller is required to cure Removable Lien not paid in full pursuant to Section 9.2 that can be removed by the payment of money or bonding, for which credit shall be given Purchaser at the Closing unless Seller pays the same at the Closing) (and in such event, the Closing shall take place on the Closing Date)provisions above; or 9.3.2 Cancel (ii) Terminating this AgreementAgreement upon the Purchaser’s receipt from the Title Company of both the Deposit and all accrued interest. C. At Closing, whereupon Escrow Agentthe Seller shall deliver all instruments and assurances as may be reasonably required by the Title Company to induce the Title Company to omit from its insurance policy any defect in or objection or exception to title other than the Permitted Title Exceptions. These shall include instruments, subject to the provisions affidavits and consents of Section 11.3stockholders, shall return the Depositdirectors, together with all interest earned thereonofficers, to Purchaserpartners (general or limited), and both parties shall be released from all further obligations under this Agreementtrustees approving any acts of the corporations, except for those which expressly survive such termination, unless such partnerships or trusts in the chain of title defects were caused by Seller's willful act and proof of payment of applicable franchise or willful omission, in which event Seller shall remain liable to Purchaser for damages caused by such title defectsdissolution taxes.

Title Defects. 9.1 If, upon review of the Title Documents, Purchaser shall have until April 21asserts the existence of any encumbrance, 1999 encroachment, defect in which to examine the Commitment and the Surveys. If Purchaser finds 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 be defectivedeemed a "Title Defect"), Purchaser shall, no later than 5:00 p.m. Eastern time on April 21, 1999, notify Seller in writing, specifying the title defect(s). If Purchaser fails to 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 title defect(s) case, on or before 5:00 p.m. Eastern time on April 21, 1999, the defects shown in the Commitment or the Surveys shall be deemed to be waived as title objections to closing this transaction. 9.2 If Purchaser has given Seller timely written notice of defect(s) and the defect(s) render the title other than as represented in this Agreement or if any new defects appear from the date of the Commitment through the Closing DateClosing. After receipt of such notice, Seller shall use commercially such efforts and expend such amount as are reasonable efforts to cause only those defects recorded after October 7, 1997 to be cured by the Closing Date. Seller agrees to remove, by payment, bonding remove or otherwise, cure any such lien (other than environmental liens) against the Property capable of removal by the payment of money or bondingTitle Defects prior to Closing. Seller shall not be obligated have no obligation, however, to (but maycure any Title Defect. If Seller elects, in its sole and absolute discretion) , to cure any other defect or Title Defect, Seller may, by written notice to buyout or settle Purchaser within five (5) days of such election but, in any other claim or lien against event, prior to the Property. At Seller's optiondate of Closing, extend the date of Closing Date may be extended for a period not up to exceed sixty thirty (6030) days for purposes of eliminating such title defects. If such additional time is reasonably required by Seller (the "Title Defect Extension") in order to attempt to cure such title defectsTitle Defect. If Seller elects to invoke the Title Defect Extension, Seller's failure Seller shall give written notice to extend Purchaser when any Title Defect is cured and Closing shall occur on the Closing Date tenth (10th) business day following the giving of such notice or such other date to which the parties may agree which shall be commercially unreasonable. 9.3 be, in any event, prior to the end of the thirty (30) day time period referenced above for Title Defect extension. If Seller does not eliminate or is unable to so remove or cure all such defects Title Defects prior to Closing, Purchaser may: (i) waive all such uncured Title Defects and accept such title as Seller is able to convey as of Closing; or (ii) terminate this Agreement and all parties shall be relieved of any further obligations hereunder. Seller shall be entitled to use and rely on the net proceeds from Closing Date, as otherwise due to the same Seller in order to cure or remove any Title Defect which may be extended under removed by payment of an ascertainable amount of money and for which the preceding sentencetitle policy will delete or affirmatively insure over the Title Defect so cured in conjunction with, and at the time of, the Closing. Purchaser agrees that any Title Defect shall be deemed cured if Seller shall cause the Title Defect to be deleted from the Title Commitment and the "Title Policy" as defined below, or if any new "Seller obtains affirmative title defects" appear between insurance protection inuring to the date of the Commitment through the Closing Date which Seller does not eliminate as of the Closing Date, Purchaser shall have the option to: 9.3.1 Close and accept the title "as is," without reduction in the Purchase Price and without claim against Seller for such title defects (except for any lien that Seller is required to cure pursuant to Section 9.2 that can be removed by the payment of money with respect thereto at or bonding, for which credit shall be given Purchaser at the Closing unless Seller pays the same at before the Closing) (and in such event, the Closing shall take place on the Closing Date); or 9.3.2 Cancel this Agreement, whereupon Escrow Agent, subject to the provisions of Section 11.3, shall return the Deposit, together with all interest earned thereon, to Purchaser, and both parties shall be released from all further obligations under this Agreement, except for those which expressly survive such termination, unless such title defects were caused by Seller's willful act or willful omission, in which event Seller shall remain liable to Purchaser for damages caused by such title defects.

Title Defects. 9.1 Purchaser 4.2.1 Buyer’s Objections to Title; Seller’s Obligations and Rights. (a) Prior to the expiration of the Due Diligence Period, Buyer shall have until April 21the right to object in writing to any title matters that appear on the Title Commitment, 1999 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 to examine the Commitment are not Permitted Exceptions and the Surveys. If Purchaser finds which materially adversely affect Buyer’s title to be defectivethe Real Property 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 after Buyer becomes aware of the same (but, Purchaser shallin any event, no later than 5:00 p.m. Eastern time on April 21, 1999, notify Seller in writing, specifying prior to the title defect(sClosing Date). If Purchaser fails Unless Buyer is entitled to give Seller written notice of any and timely objects to such title defect(s) before 5:00 p.m. Eastern time on April 21matters, 1999, the defects shown in the Commitment or the Surveys all such title matters shall be deemed to be waived as title objections to closing this transactionconstitute additional Permitted Exceptions. 9.2 If Purchaser has given (b) To the extent that any Title Objections do not constitute Required Exceptions, Seller timely written may elect (but shall not be obligated) to Remove or cause to 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 defect(s) and the defect(s) render the title other than as represented Title Objections (but, in this Agreement or if any new defects appear from the date of the Commitment through event, prior to the 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 such Title Objections. Any Title Objection that Seller elects in writing to Remove shall be deemed a Required Exception. If Seller elects not to Remove one or more Title Objections, Seller shall use commercially reasonable efforts then, within five (5) business days after Seller’s election (but, in any event, prior to cause only those defects recorded after October 7, 1997 to be cured by the Closing Date), Buyer may elect in writing to either (i) terminate this Agreement, in which event the First Deposit shall be paid to Seller and the Second Deposit shall be paid to Buyer and, thereafter, the parties shall have no further rights or obligations hereunder except for obligations which expressly survive the termination of this Agreement, or (ii) waive such Title Objections and proceed to Closing. Failure of Buyer to respond in writing within such period shall be deemed an election by Buyer to waive such Title Objections and proceed to Closing. Any such Title Objection so waived (or deemed waived) by Buyer shall be deemed to 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 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 agrees may use any portion of the Purchase Price to remove, by payment, bonding or otherwise, satisfy any such lien (other than environmental liens) against the Property capable of removal by the payment of money or bonding. Seller shall not be obligated to (but may, in its sole and absolute discretion) cure any other defect or to buyout or settle any other claim or lien against the Property. At Seller's option, the Closing Date may be extended for a period not to exceed sixty (60) days for purposes of eliminating such title defects. If such additional time is reasonably required by Seller to cure such title defects, Seller's failure to extend the Closing Date shall be commercially unreasonable. 9.3 If Seller does not eliminate such defects Required Exceptions that exist as of the Closing Date, as provided Seller shall cause the same may be extended under Title Company to Remove the preceding sentence, or if any new "title defects" appear between the date of the Commitment through the Closing Date which Seller does not eliminate as of the Closing Date, Purchaser shall have the option to: 9.3.1 Close and accept the title "as is," without reduction in the Purchase Price and without claim against Seller for such title defects (except for any lien that same. If Seller is required unable to cure pursuant Remove any Required Exceptions prior to Section 9.2 that can be removed by the payment of money or bonding, for which credit shall be given Purchaser at the Closing unless Seller pays the same at the Closing, Buyer may at Closing elect to either (a) (and in such event, the Closing shall take place on the Closing Date); or 9.3.2 Cancel terminate this Agreement, whereupon Escrow Agent, subject to the provisions of Section 11.3, shall return the Deposit, together with all interest earned thereon, to Purchaser, and both parties shall be released from all further obligations under this Agreement, except for those which expressly survive such termination, unless such title defects were caused by Seller's willful act or willful omission, in which event the First Deposit shall be paid to Seller and the Second Deposit shall be paid to Buyer and, thereafter, the parties shall have no further rights or obligations hereunder except for obligations which expressly survive the termination of this Agreement, or (b) accept such exceptions to title and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price. (d) Seller shall remain liable be entitled to Purchaser a reasonable adjournment of the Closing (not to exceed forty-five (45) days) for damages caused by such title defectsthe purpose of the Removal of any exceptions to title.

Title Defects. 9.1 Purchaser shall have until April 21, 1999 in which to examine the Commitment and the Surveys. If Purchaser finds title to be defective, Purchaser shall, no later than 5:00 p.m. Eastern time on April 21, 1999, notify Seller in writing, specifying the title defect(s). If Purchaser fails to give Seller written After due notice of any title defect(sdefect, Seller shall ------------- have the obligation to cure any defects that can, with reasonable diligence, be cured on or before the Closing Date. As to any other defects, Seller shall have the option to cure such defects within thirty (30) before 5:00 p.m. Eastern time on April 21, 1999, the defects shown in the Commitment or the Surveys days after written notice. Purchaser's consent shall be deemed to be waived as title objections have been granted if Purchaser fails to closing this transaction. 9.2 If Purchaser has given Seller timely respond within ten (10) days after written notice from Seller of defect(s) and the defect(s) render the title other than as represented in this Agreement or if any new defects appear from the date of the Commitment through the Closing Date, Seller shall use commercially reasonable efforts to cause only those defects recorded after October 7, 1997 to be cured by the Closing Date. Seller agrees to remove, by payment, bonding or otherwise, any such lien (other than environmental liens) against the Property capable of removal by the payment of money or bonding. Seller shall not be obligated to (but may, in its sole and absolute discretion) cure any other defect or to buyout or settle any other claim or lien against the Property. At Seller's option, the Closing Date may be extended for a period not to exceed sixty (60) days for purposes of eliminating such title defects. If such additional time is reasonably required by Seller intent to cure such title defects"other" defects (and, Seller's failure to extend if necessary, the Closing Date closing shall be commercially unreasonable. 9.3 If delayed for that period). Should Seller does either elect not eliminate such defects as of the Closing Date, as the same may be extended under the preceding sentenceto cure, or if any new "title defects" appear between the date of the Commitment through the Closing Date which Seller Purchaser does not eliminate as of the Closing Dategive its consent to a cure by Seller, Purchaser shall have the option to: 9.3.1 Close (1) Terminate this Agreement, in which case Purchaser shall notify Seller that Purchaser will not proceed with the purchase, whereupon this Agreement shall Xxxxxxx Mobile Home Park ________________ terminate, Purchaser's Xxxxxxx Money shall be promptly refunded, and all parties shall be released from any further obligations hereunder, or (2) Proceed under this Agreement and accept title to the title "as is," without reduction Real Property subject to such defects, in the Purchase Price and without claim against Seller for such title defects (except for any lien that Seller is required to cure pursuant to Section 9.2 that can be removed by the payment of money or bonding, for which credit shall be given Purchaser at the Closing unless Seller pays the same at the Closing) (and in such event, case the Closing shall take place on the later of the date set for Closing Date); or 9.3.2 Cancel this Agreement, whereupon Escrow Agent, subject to as herein provided or on a date mutually agreed upon by Seller and Purchaser and without reduction in the provisions of Section 11.3, shall return the Deposit, together with all interest earned thereon, to Purchaser, and both parties shall be released from all further obligations under this Agreement, except for those which expressly survive such termination, unless such title defects were caused by Seller's willful act or willful omission, in which event Seller shall remain liable to Purchaser for damages caused by such title defectsPurchase Price.

Title Defects. 9.1 Purchaser (a) If any exception to title shall have until April 21, 1999 in which to examine the Commitment and the Surveys. If Purchaser finds title to be defective, Purchaser shall, no later than 5:00 p.m. Eastern time on April 21, 1999, notify Seller in writing, specifying the title defect(s). If Purchaser fails to give Seller written notice of any title defect(s) before 5:00 p.m. Eastern time on April 21, 1999, the defects shown appear in the REX Xxxminal Title Commitment which would materially adversely affect SDC's use and enjoyment of the REX Xxxminal for its operations or the Surveys shall be deemed to be waived as title objections to closing this transaction. 9.2 If Purchaser has given Seller timely written notice operations of defect(sSpartan, and if SDC notifies REX xx its objection thereto within seven (7) and days following its receipt of the defect(sREX Xxxminal Title Commitment, REX xxxll have a period not exceeding fifteen (15) render the title other than as represented in this Agreement or if any new defects appear days from the date of the Commitment through the Closing Date, Seller shall use commercially reasonable efforts to cause only those defects recorded after October 7, 1997 to be cured by the Closing Date. Seller agrees to remove, by payment, bonding or otherwise, any such lien (other than environmental liens) against the Property capable of removal by the payment of money or bonding. Seller shall not be obligated to (but may, in its sole and absolute discretion) cure any other defect or to buyout or settle any other claim or lien against the Property. At Seller's option, the Closing Date may be extended for a period not to exceed sixty (60) days for purposes of eliminating such title defects. If such additional time is reasonably required by Seller notice to cure or remove such title defects, Sellerexception at REX's failure to extend the Closing Date shall be commercially unreasonable. 9.3 If Seller does not eliminate such defects as of the Closing Date, as the same may be extended under the preceding sentence, or if any new "title defects" appear between the date of the Commitment through the Closing Date which Seller does not eliminate as of the Closing Date, Purchaser shall have the option to: 9.3.1 Close and accept the title "as is," without reduction in the Purchase Price and without claim against Seller for such title defects expense (except for any lien that Seller is required to cure pursuant to Section 9.2 that can be removed by for the payment of money or bondingmoney, for including without limitation mechanics' and materialmen's liens, which credit shall REX xxxll cause to be given Purchaser at the Closing unless Seller pays the same at the Closing) (and in such event, the Closing shall take place removed on the Closing Date); or 9.3.2 Cancel . If REX xxxll be unable or unwilling to cure or remove any such exception, REX xxxll forthwith give written notice to SDC of REX's inability or unwillingness and SDC shall have the option, exercisable within SDC/REX XXXXXXXXX XXXHANGE 101 4 seven (7) days after receipt of such notice, either (a) to accept title to the REX Xxxminal subject to such exception(s) without modification or impairment of this Agreement, whereupon Escrow Agentor (b) to terminate this Agreement. (b) If any exception to title shall appear in the SDC Terminal Title Commitment which would materially adversely affect REX's use and enjoyment of the SDC Terminal for its operations, and if REX xxxifies 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 xx SDC's inability or unwillingness and REX xxxll have the option, exercisable within seven (7) days after receipt of such notice, either (a) to accept title to the SDC Terminal subject to the provisions such exception(s) without modification or impairment of Section 11.3, shall return the Deposit, together with all interest earned thereon, to Purchaser, and both parties shall be released from all further obligations under this Agreement, except for those which expressly survive such termination, unless such title defects were caused by Seller's willful act or willful omission, in which event Seller shall remain liable (b) to Purchaser for damages caused by such title defectsterminate this Agreement.

Title Defects. 9.1 Purchaser shall have until April 21Buyer may order, 1999 in which at its sole cost and expense, a title commitment with respect to examine the Commitment and Premises (the Surveys. If Purchaser finds title to be defective, Purchaser shall, no later than 5:00 p.m. Eastern time on April 21, 1999, notify Seller in writing, specifying the title defect(s“Title Commitment”). If Purchaser fails to Buyer shall give Seller a written notice of any objection to title defect(s(a “Title Notice”) before 5:00 p.m. Eastern time on April 21, 1999, prior to the defects shown in the Commitment or the Surveys shall be deemed to be waived as title objections to closing this transaction. 9.2 If Purchaser has given Seller timely written notice of defect(s) and the defect(s) render the title other than as represented in this Agreement or if any new defects appear from the date expiration of the Commitment through the Closing Date, Seller shall use commercially reasonable efforts to cause only those defects recorded after October 7, 1997 to be cured by the Closing Date. Seller agrees to remove, by payment, bonding or otherwise, any such lien (other than environmental liens) against the Property capable of removal by the payment of money or bondingInspection Period. 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 Section 4.4 of this Section 4 that are to be paid by Seller at or before Closing. Any encumbrance or other title exception or matter to which Buyer does not so object, shall thereafter be obligated deemed a Permitted Encumbrance. Seller shall have the right, at its sole option, upon written notice to Buyer within five (5) days of receipt of Buyer’s Title Notice, to (but may, in its sole and absolute discretionA) cure any other defect or to buyout or settle any other claim or lien against the Property. At Seller's option, defer the Closing Date may be extended for a period not to exceed sixty exceeding ten (6010) days for purposes after the Closing Date to give Seller an opportunity, at Seller’s sole option, of eliminating either (i) attempting to remove any encumbrance or other title exception or matter which is not a Permitted Encumbrance or (ii) providing the Title Company such assurances as the Title Company requires to insure Buyer to Buyer’s satisfaction against any loss arising from such encumbrance or other title defectsexception or matter, or (B) elect to do neither (i) nor (ii), in which event Buyer shall have the election set forth in subparagraph 4.4 of this Section 4. Failure by Seller to deliver such notice shall be deemed an election under subpart (B) above. If such additional time Seller shall elect to cure any title matter that is reasonably required not a Permitted Exception, if necessary, the Date of Closing may be extended by Seller for up to twenty (20) days to allow Seller to attempt to cure such title defects, Seller's failure to extend the Closing Date shall be commercially unreasonablematter. 9.3 If Seller does not eliminate such defects as of the Closing Date, as the same may be extended under the preceding sentence, or if any new "title defects" appear between the date of the Commitment through the Closing Date which Seller does not eliminate as of the Closing Date, Purchaser shall have the option to: 9.3.1 Close and accept the title "as is," without reduction in the Purchase Price and without claim against Seller for such title defects (except for any lien that Seller is required to cure pursuant to Section 9.2 that can be removed by the payment of money or bonding, for which credit shall be given Purchaser at the Closing unless Seller pays the same at the Closing) (and in such event, the Closing shall take place on the Closing Date); or 9.3.2 Cancel this Agreement, whereupon Escrow Agent, subject to the provisions of Section 11.3, shall return the Deposit, together with all interest earned thereon, to Purchaser, and both parties shall be released from all further obligations under this Agreement, except for those which expressly survive such termination, unless such title defects were caused by Seller's willful act or willful omission, in which event Seller shall remain liable to Purchaser for damages caused by such title defects.

Title Defects. 9.1 Purchaser shall furnish to Seller on or before the date which is fourteen (14) 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 until April 21, 1999 in 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 to examine the Commitment and the Surveyswere voluntarily created by Seller. If Purchaser finds title to be defective, Purchaser shall, no later than 5:00 p.m. Eastern time on April 21, 1999, notify Seller in writing, specifying the title defect(s). If Purchaser fails to give Seller written provides timely notice of any title defect(s) before 5:00 p.m. Eastern time on April 21, 1999, the defects shown in the Commitment or the Surveys shall be deemed to be waived as title objections to closing this transaction. 9.2 If Purchaser has given Seller timely written notice of defect(s) and the defect(s) render the title other than as represented in this Agreement or if any new defects appear from the date of the Commitment through the Closing DateSeller, Seller shall shall, within ten (10) days after receipt of Purchaser’s Statement, notify Purchaser whether Seller agrees to use commercially reasonable efforts to cause only those defects recorded after October 7, 1997 any title objections raised by Purchaser to be cured by omitted from the Closing DateTitle Insurance Commitment, or insured over with affirmative insurance from the Title Insurer, prior to the Closing. Seller agrees to remove, by payment, bonding or otherwise, any such lien (other than environmental liens) against the Property capable of removal by the payment of money or bonding. Seller shall not be obligated to (but may, in its sole and absolute discretion) cure any other defect or to buyout or settle any other claim or lien against the Property. At Seller's option, the Closing Date may be extended for a period not to exceed sixty (60) days for purposes of eliminating such title defects. If such additional time is reasonably required by Seller to cure such title defects, Seller's failure to extend the Closing Date shall be commercially unreasonable. 9.3 If Seller does not eliminate deliver to Purchaser within such defects as ten (10) day period written notice agreeing in writing to use commercially reasonable efforts to cause such title objections to be removed from the Title Insurance Commitment, then Seller shall be deemed to have elected not to cause any such title 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 (a) waive the title objections which Seller has not agreed to use commercially reasonable efforts to cure, and close title without abatement or reduction of the Closing Date, as the same may be extended under the preceding sentencePurchase Price, or if any new "title defects" appear between the date of the Commitment through the Closing Date which Seller does not eliminate as of the Closing Date, Purchaser shall have the option to: 9.3.1 Close and accept the title "as is," without reduction in the Purchase Price and without claim against Seller for such title defects (except for any lien that Seller is required to cure pursuant to Section 9.2 that can be removed by the payment of money or bonding, for which credit shall be given Purchaser at the Closing unless Seller pays the same at the Closingb) (and in such event, the Closing shall take place on the Closing Date); or 9.3.2 Cancel terminate this Agreement, whereupon Escrow Agent, subject in ether case upon notice to Seller given prior to the provisions expiration of Section 11.3the Due Diligence Period. If Purchaser elects to terminate this Agreement, the Deposit shall return the Deposit, together with all interest earned thereon, be returned to Purchaser, and both upon such return, except as expressly provided herein, this Agreement and all rights and obligations of the respective parties hereunder shall be released from all further obligations under null and void. If Purchaser does not notify Seller of its election to terminate this AgreementAgreement within such period, except for those Purchaser shall conclusively be deemed to have waived its right of termination on account of such defect which expressly survive such termination, unless such title defects were caused by Seller's willful act or willful omission, in which event Seller shall remain liable has not agreed to Purchaser for damages caused by such title defectsuse commercially reasonable efforts to cure.

Title Defects. 9.1 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 have until April 21, 1999 in which to examine the Commitment and the Surveys. If Purchaser finds title to be defective, Purchaser shall, no later than 5:00 p.m. Eastern time on April 21, 1999, notify Seller in writingwriting (a "Disapproval Notice") of any Defects other than Permitted Exceptions that are objected to by Purchaser. With respect to any Defects noted in a Disapproval Notice, specifying Seller (a) shall cause any such Defects which are monetary liens of a fixed and ascertainable amount that may be removed solely by the payment of money, including without limitation, mortgage liens, security interests, judgment and mechanics' liens (collectively hereinafter referred to as "Required Cure Items"), to be removed, cured or insured over at or prior to the 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 defect(s). If Purchaser fails (provided, however, that in no event shall Seller be required to give Seller written notice of any title defect(spay more than Twenty Million Dollars ($20,000,000.00) before 5:00 p.m. Eastern time on April 21, 1999, the defects shown in the Commitment aggregate with respect to Required Cure Items), and (b) shall notify Purchaser in writing within ten (10) days after receipt of the Disapproval Notice whether Seller will cause all or the Surveys any of such other Defects to be removed, cured or insured over at or prior to Closing, and Seller shall be deemed to be waived as have 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 objections subject to closing this transaction. 9.2 If Purchaser has given the Defect noted in the Disapproval Notice that Seller timely written notice of defect(s) elects not to remove, cure or insure over and the defect(s) render the title other than as represented in this Agreement or if any new defects appear deduct from the date Purchase Price all costs incurred by Purchaser in connection with Purchaser's cure or removal of each Required Cure Item up to a maximum of Twenty Million Dollars ($20,000,000.00) in the aggregate for all of the Commitment through Required Cure Items, or (ii) to terminate this Agreement, in which event the Closing Date, Xxxxxxx Money and all interest accrued thereon shall be immediately returned to Purchaser. Seller shall use commercially reasonable efforts to cause only those defects recorded after October 7remove, 1997 cure or insure over all Required Cure Items and all Defects that Seller elects, or is deemed to be cured by the Closing Datehave elected, to cure, remove or insure over. Seller agrees shall have thirty (30) days to remove, by paymentcure or insure over any Defect that it has elected to remove, bonding cure or otherwiseinsure over (or is deemed to have elected to remove, any such lien (other than environmental liens) against the Property capable of removal by the payment of money cure or bondinginsure over). Seller shall not be obligated to (but may, in its sole and absolute discretion) cure any other defect or to buyout or settle any other claim or lien against the Property. At Seller's option, the Closing Date may be extended for a period not to exceed sixty (60) days for purposes of eliminating such title defects. If such additional time is reasonably required by Seller to cure such title defects, Seller's failure to extend the The Closing Date shall be commercially unreasonable. 9.3 extended as necessary to permit the parties to exercise their respective rights and obligations pursuant to this Section 3.2. If Seller does not eliminate such defects as any other update of the Closing Date, as the same may be extended under the preceding sentenceTitle Commitment, or if any new "title defects" appear between the date update of the Commitment through Lien Searches or the Closing Date Survey at any time discloses any Defects which Seller does are not eliminate as of the Closing DatePermitted Exceptions and which were not previously disclosed, Purchaser shall have deliver a Disapproval Notice to Seller within five (5) business days after receipt of such update and thereafter the option to: 9.3.1 Close rights and accept the title "as is," without reduction in the Purchase Price obligations of Seller and without claim against Seller for such title defects (except for any lien that Seller is required to cure pursuant to Section 9.2 that can be removed by the payment of money or bonding, for which credit Purchaser shall be given Purchaser at as set forth above in this Section 3.2 with respect to removal or cure of such new Defects. Notwithstanding anything to the Closing unless Seller pays the same at the Closing) (and contrary contained in such event, the Closing shall take place on the Closing Date); or 9.3.2 Cancel this Agreement, whereupon Escrow Agent, subject any insurance obtained by Seller over a Defect or a Required Cure Item shall be by endorsement to the provisions of Section 11.3, shall return the Deposit, together with all interest earned thereon, Title Policy in form and substance reasonably acceptable to Purchaser, and both parties shall be released from all further obligations under this Agreement, except for those which expressly survive such termination, unless such title defects were caused by Seller's willful act or willful omission, in which event Seller shall remain liable to Purchaser for damages caused by such title defects.

Title Defects. 9.1 No later than thirty (30) days after the Effective Date of this Agreement, Purchaser shall have until April 21furnish 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”), 1999 in which if any, together with a statement specifying its objections to examine any matters disclosed by the Commitment and the Surveys. If Purchaser finds title to be defective, Purchaser shall, no later than 5:00 p.m. Eastern time on April 21, 1999, notify Seller in writing, specifying the title defect(s). If Purchaser fails to give Seller written notice of any title defect(s) before 5:00 p.m. Eastern time on April 21, 1999, the defects shown in the Title Commitment or the Surveys shall be deemed to be waived as title objections to closing this transaction. 9.2 If Purchaser has given Seller timely written notice of defect(s) and the defect(s) render the title Updated Survey other than as represented in this Agreement or if any new defects appear from the date of the Commitment through the Closing Date, Seller shall use commercially reasonable efforts to cause only those defects recorded after October 7, 1997 to be cured by the Closing Date. Seller agrees to remove, by payment, bonding or otherwise, any such lien Permitted Exceptions (other than environmental liens) against the Property capable of removal by the payment of money or bonding“Purchaser’s Statement”). Seller shall not be obligated notify Purchaser within three (3) 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 (but mayremove each financial encumbrance such as a mortgage, in its sole and absolute discretion) cure judgment, lien for delinquent real estate taxes, attachment, mechanic’s lien, or any other defect monetary lien or to buyout encumbrance of a definite or settle any other claim or lien against the Property. At Seller's option, the Closing Date ascertainable amount which may be extended for a period not to exceed sixty (60) days for purposes of eliminating such title defects. If such additional time is reasonably required by Seller to cure such title defects, Seller's failure to extend the Closing Date shall be commercially unreasonable. 9.3 If Seller does not eliminate such defects as of the Closing Date, as the same may be extended under the preceding sentence, or if any new "title defects" appear between the date of the Commitment through the Closing Date which Seller does not eliminate as of the Closing Date, Purchaser shall have the option to: 9.3.1 Close and accept the title "as is," without reduction in the Purchase Price and without claim against Seller for such title defects (except for any lien that Seller is required to cure pursuant to Section 9.2 that can be removed by the payment of money or bonding, for which credit shall be given Purchaser at the Closing unless Seller pays the same at (not to exceed Seller’s 140131415.4 142232567.2 net proceeds from the Closing) which is revealed by the Title Commitment (a “Mandatory Discharge Item”) or take such other action that shall allow Title Insurer to 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 elected not to remove the defects set forth in Purchaser’s Statement (other than the Mandatory Discharge Items). If Seller does not timely agree to cure any such defects (other than the Mandatory Discharge Items), Purchaser shall have the right, by written notice given to Seller and Escrow Agent within ten (10) days after the first to occur of Purchaser’s receipt of Seller’s response to Purchaser’s Statement and the expiration of the aforementioned three (3) business day response period, either to (i) waive the defects and close title without abatement or reduction of the Price (and in each such event, the Closing shall take place on the Closing Date); or 9.3.2 Cancel this Agreement, whereupon Escrow Agent, subject to the provisions of Section 11.3, shall return the Deposit, together with all interest earned thereon, to Purchaser, and both parties waived defect shall be released from deemed a Permitted Exception), or (ii) terminate this Agreement and obtain a refund of the Deposit (other than the Independent Consideration). Upon such refund, all further rights and obligations under this Agreementof the respective parties hereunder shall be null and void, except for those which rights and obligations that expressly survive such terminationthe termination of this Agreement. If Purchaser fails to select either option, unless such title defects were caused by Seller's willful act or willful omission, in which event Seller then Purchaser shall remain liable be deemed to have elected option (i). Purchaser for damages caused by such title defectshereby 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. 9.1 Purchaser No later than twenty (20) days after the Effective Date (the “Title Objection Period”), Buyer shall give written notice to Seller (the “Defects Notice”) of any material claim, lien or exception set forth in the Title Commitment and/or on the Existing Surveys and/or the New Surveys which Buyer is not willing to accept (a “Defect”). Seller shall have until April 21the right, 1999 in which but not the obligation, to examine the Commitment and the Surveys. If Purchaser finds title to be defective, Purchaser shall, no later than 5:00 p.m. Eastern time on April 21, 1999, notify Seller in writing, specifying the title defect(s). If Purchaser fails to give Seller written notice of cure any title defect(s) before 5:00 p.m. Eastern time on April 21, 1999, the defects shown in the Commitment or the Surveys shall be deemed to be waived as title objections to closing this transaction. 9.2 If Purchaser has given Seller timely written notice of defect(s) and the defect(s) render the title Defect (other than as represented provided below where Seller is obligated to cure) within the five (5) day period immediately following the expiration of the Title Objection Period (the “Response Period”), or in this Agreement or the case of any Defect which cannot with due diligence be cured prior to the expiration of the Response Period, such later date by which such Defect can reasonably be cured; provided that Seller commences to cure such Defect prior to the expiration of the Response Period and thereafter continues diligently and in good faith to cure the Defect; provided, further, that in no event shall such cure period extend the Closing except as set forth in the immediately following sentence. The Closing shall be extended, if any new defects appear from necessary, in order to permit the cure described above, but in no event shall the date of the Commitment through Closing be extended for more than ten (10) days. In the Closing Dateevent that Seller elects not to cure any such Defect, Seller shall use commercially reasonable efforts notify Buyer of such election prior to cause only those defects recorded after October 7the expiration of the Response Period provided that Seller’s failure to provide any written notice shall be deemed an election not to cure any Defect other than as provided below where Seller is obligated to cure. Seller shall have no obligation to cure any Defect created by any acts or omissions of Buyer, 1997 and Seller’s failure to be cured cure any such Defect shall not relieve Buyer from its obligation to close under this Agreement. If Seller elects, or is deemed to have elected, not to cure any Defect as set forth above or, if by the Closing Date. expiration of the Response Period, Seller agrees has failed to remove, by payment, bonding or otherwise, any such lien cure all Defects (other than environmental liens) against the Property capable any Defects created by any acts or omissions of removal by the payment of money or bonding. Seller shall not be obligated to (but Buyer), Buyer may, in at its sole and absolute discretion) cure any other defect or to buyout or settle any other claim or lien against the Property. At Seller's option, the Closing Date may be extended for a period not either (i) proceed to exceed sixty (60) days for purposes of eliminating close subject to any such title defects. If such additional time is reasonably required by Seller to cure such title defectsDefects, Seller's failure to extend the Closing Date shall be commercially unreasonable. 9.3 If Seller does not eliminate such defects as of the Closing Date, as the same may be extended under the preceding sentencewith no offset against, or if any new "title defects" appear between the date of the Commitment through the Closing Date which Seller does not eliminate as of the Closing Datereduction in, Purchaser shall have the option to: 9.3.1 Close and accept the title "as is," without reduction in the Purchase Price and without claim against or (ii) terminate this Agreement by written notice given to Seller for such title defects within five (except for any lien that Seller is required to cure pursuant to Section 9.2 that can be removed by 5) Business Days after the payment later of money or bonding, for which credit shall be given Purchaser at (a) the Closing unless Seller pays the same at the Closing) (and in such event, the Closing shall take place on the Closing Date); or 9.3.2 Cancel this Agreement, whereupon Escrow Agent, subject to the provisions expiration of Section 11.3, shall return the Deposit, together with all interest earned thereon, to Purchaser, and both parties shall be released from all further obligations under this Agreement, except for those which expressly survive such termination, unless such title defects were caused by Seller's willful act or willful omission, in which event Seller shall remain liable to Purchaser for damages caused by such title defects.Response Period,

Title Defects. 9.1 Purchaser Buyer shall have until April 21, 1999 in which to examine order a title commitment (the Commitment and "Title Commitment") for the SurveysProperty from Escrow Agent promptly after the Effective Date. If Purchaser the Title Commitment discloses exceptions to title which Buyer finds title to be defectiveobjectionable, Purchaser shall, no later than 5:00 p.m. Eastern time on April 21, 1999, notify Buyer shall provide Seller in writing, specifying the title defect(s). If Purchaser fails to give Seller with written notice of its objection to any such title defect(sexception (each, an "Objection") before 5:00 p.m. Eastern time on April 21prior to the expiration of the Due Diligence Period, 1999and 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 defects shown 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 Commitment Exxxxxx 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 Surveys 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 be waived as have elected to terminate this Agreement and receive a return of the Exxxxxx Money. After the expiration of the Due Diligence Period, if any new exception to title objections not revealed in the Title Commitment is discovered by Buyer or by the Escrow Agent and is added to closing this transaction. 9.2 If Purchaser has given 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 timely with written notice of defect(s) and the defect(s) render the title other than as represented in this Agreement or if any its new defects appear from the date of the Commitment through the Closing Date, Seller shall use commercially reasonable efforts to cause only those defects recorded after October 7, 1997 to be cured by the Closing DateObjection. Seller agrees to remove, by payment, bonding or otherwise, any such lien (other than environmental liens) against the Property capable of removal by the payment of money or bonding. Seller shall not be obligated to (but may, in its sole and absolute discretion) cure any other defect or to buyout or settle any other claim or lien against the Property. At Seller's option, the Closing Date may be extended for a period not to exceed sixty (60) days for purposes of eliminating such title defects. If such additional time is reasonably required by Seller to cure such title defects, Seller's failure to extend the Closing Date shall be commercially unreasonable. 9.3 If Seller does not eliminate commit to remove or cure such defects Objection as of the Closing Dateaforesaid, Buyer may elect as the same may be extended under the preceding sentence, or if any new "title defects" appear between the date of the Commitment through the Closing Date which Seller does not eliminate as of the Closing Date, Purchaser shall have the option to: 9.3.1 Close its sole and accept the title "as is," without reduction in the Purchase Price and without claim against Seller for such title defects (except for any lien that Seller is required to cure pursuant to Section 9.2 that can be removed by the payment of money or bonding, for which credit shall be given Purchaser at the Closing unless Seller pays the same at the Closing) (and exclusive remedy in such event, the Closing shall take place on the Closing Date); or 9.3.2 Cancel to either (i) terminate this Agreement, whereupon Escrow Agentin which case the Exxxxxx 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 the provisions of Section 11.3such unresolved or uncured new Objection, shall return the Deposit, together with all interest earned thereon, to Purchaser, and both parties whereupon such new Objection shall be released from all further obligations under this Agreement, except for those which expressly survive such termination, unless such title defects were caused by Seller's willful act or willful omission, in which event Seller shall remain liable to Purchaser for damages caused by such title defectsdeemed an additional Permitted Exception.

Title Defects. 9.1 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 have until April 21, 1999 in which to examine the Commitment and the Surveys. If Purchaser finds title to be defective, Purchaser shall, no later than 5:00 p.m. Eastern time on April 21, 1999, notify Seller in writingwriting (a "Disapproval Notice") of any Defects other than Permitted Exceptions that are objected to by Purchaser. With respect to any Defects noted in a Disapproval Notice, specifying Seller (a) shall cause any such Defects which are monetary liens of a fixed and ascertainable amount that may be removed solely by the payment of money, including without limitation, mortgage liens, security interests, judgment and mechanics' liens (collectively hereinafter referred to as "Required Cure Items"), to be removed, cured or insured over at or prior to the 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 defect(s(provided, however, that in no event shall Seller be required to pay more than One Hundred Million Dollars ($100,000,000.00) in the aggregate with respect to Required Cure Items), and (b) shall notify Purchaser in writing within ten (10) days after receipt of the Disapproval 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 be deemed to have 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 Purchaser fails to give Seller written notice of any title defect(s) before 5:00 p.m. Eastern time Any Defect shown on April 21, 1999the Title Commitment, the defects shown in the Commitment Survey or the Surveys Lien Searches, or on any update of the Title Commitment, the Survey or the Lien Searches, and not noted by Purchaser in a Disapproval Notice within the required time period shall be deemed to be waived as a Permitted Exception. 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 objections subject to closing this transaction. 9.2 If Purchaser has given the Defect noted in the Disapproval Notice that Seller timely written notice of defect(s) elects not to remove, cure or insure over and the defect(s) render the title other than as represented in this Agreement or if any new defects appear deduct from the date Purchase Price all costs incurred by Purchaser in connection with Purchaser's cure or removal of each Required Cure Item up to a maximum of One Hundred Million Dollars ($100,000,000.00) in the aggregate for all of the Commitment through Required Cure Items, or (ii) to terminate this Agreement, in which event the Closing Date, Xxxxxxx Money and all interest accrued thereon shall be immediately returned to Purchaser. Seller shall use commercially reasonable efforts to cause only those defects recorded after October 7remove, 1997 cure or insure over all Required Cure Items and all Defects that Seller elects, or is deemed to be cured by the Closing Datehave elected, to cure, remove or insure over. Seller agrees shall have thirty (30) days to remove, by paymentcure or insure over any Defect that it has elected to remove, bonding cure or otherwiseinsure over (or is deemed to have elected to remove, any such lien (other than environmental liens) against the Property capable of removal by the payment of money cure or bondinginsure over). Seller shall not be obligated to (but may, in its sole and absolute discretion) cure any other defect or to buyout or settle any other claim or lien against the Property. At Seller's option, the Closing Date may be extended for a period not to exceed sixty (60) days for purposes of eliminating such title defects. If such additional time is reasonably required by Seller to cure such title defects, Seller's failure to extend the The Closing Date shall be commercially unreasonable. 9.3 extended as necessary to permit the parties to exercise their respective rights and obligations pursuant to this Section 3.2. If Seller does not eliminate such defects as any other update of the Closing Date, as the same may be extended under the preceding sentenceTitle Commitment, or if any new "title defects" appear between the date update of the Commitment through Lien Searches or the Closing Date Survey at any time discloses any Defects which Seller does are not eliminate as of the Closing DatePermitted Exceptions and which were not previously disclosed, Purchaser shall have deliver a Disapproval Notice to Seller within five (5) business days after receipt of such update and thereafter the option to: 9.3.1 Close rights and accept the title "as is," without reduction in the Purchase Price obligations of Seller and without claim against Seller for such title defects (except for any lien that Seller is required to cure pursuant to Section 9.2 that can be removed by the payment of money or bonding, for which credit Purchaser shall be given Purchaser at as set forth above in this Section 3.2 with respect to removal or cure of such new Defects. Notwithstanding anything to the Closing unless Seller pays the same at the Closing) (and contrary contained in such event, the Closing shall take place on the Closing Date); or 9.3.2 Cancel this Agreement, whereupon Escrow Agent, subject any insurance obtained by Seller over a Defect or a Required Cure Item shall be by endorsement to the provisions of Section 11.3, shall return the Deposit, together with all interest earned thereon, Title Policy in form and substance reasonably acceptable to Purchaser, and both parties shall be released from all further obligations under this Agreement, except for those which expressly survive such termination, unless such title defects were caused by Seller's willful act or willful omission, in which event Seller shall remain liable to Purchaser for damages caused by such title defects.

Title Defects. 9.1 Purchaser (a) As soon as reasonably practicable following the date of this Agreement, and in no event later than 30 days from the date hereof, Buyer shall have until April 21deliver to Seller written notices identifying each matter that it believes in good faith to be a Title Defect, 1999 together with a good faith estimate of the associated Title Defect Amount for each such alleged Title Defect, and reasonable written documentation, to support Buyer’s claims of each such Title Defect (the “Title Defect Notice”). In order for Seller to review the alleged Title Defects listed in which the Title Defect Notice, Buyer will provide to examine Seller and its representatives copies of any documents used to determine the Commitment existence of a Title Defect and the Surveysestimated cost to cure any Title Defect. If Purchaser finds title Buyer shall include in the Title Defect Notice only Title Defects that are reasonably believed, in good faith, to be defective, Purchaser shall, no later than 5:00 p.m. Eastern time on April 21, 1999, notify Seller individually cost in writing, specifying excess of $25,000 to cure. For purposes of calculating the title defect(s). If Purchaser fails to give Seller written notice cost of any title defect(s) before 5:00 p.m. Eastern time on April 21, 1999a Title Defect, the defects shown in parties shall value (i) rights-of-way at $25 per rod and (ii) surface leases and fee properties at fair market value. (b) If Seller disagrees with the Commitment existence of a Title Defect or the Surveys associated Title Defect Amount, then Seller shall notify Buyer of such disagreement in writing (a “Notice of Disagreement”) within 30 days after its receipt of the applicable Title Defect Notice. Such Notice of Disagreement shall specify in reasonable detail Seller’s grounds for such disagreement, the Title Defect Amount estimated by Seller therefor, or both, as the case may be. To the extent Seller does not contest a Title Defect or a Title Defect Amount in a Notice of Disagreement within the time period specified above in this Section 2.03(b), Seller shall be deemed to have accepted the existence of such Title Defect or Title Defect Amount, which shall be waived as title objections to closing this transactionfinal, binding and conclusive for all purposes hereunder. 9.2 (c) If Purchaser has given Seller a Notice of Disagreement is timely written notice of defect(s) provided by Seller, Buyer and the defect(s) render the title other than as represented in this Agreement or if any new defects appear from the date of the Commitment through the Closing Date, Seller shall use commercially reasonable efforts to cause only those defects recorded after October 7, 1997 to be cured by the Closing Date. Seller agrees to remove, by payment, bonding or otherwise, any such lien (other than environmental liens) against the Property capable of removal by the payment of money or bonding. Seller shall not be obligated to (but may, in its sole and absolute discretion) cure any other defect or to buyout or settle any other claim or lien against the Property. At Seller's option, the Closing Date may be extended for a period not of 30 days after delivery of such Notice of Disagreement (or such longer period as they may mutually agree) to exceed sixty resolve any disagreements with respect to the existence of any 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, Seller and Buyer agree that within a further 15 day period, they will jointly select an arbitrator who is an attorney experienced in the natural gas and gas gathering industry in the United States as well as in real estate and title insurance matters, or as otherwise mutually agreed upon by Seller and Buyer (60) days for purposes of eliminating such title defectsthe “Title Defect Arbitrator”), who shall be entitled to engage experts in the natural gas and gas gathering industry in the United States to assist in making his or her determination, to resolve any remaining disagreements. If Seller and Buyer are unable to agree upon the designation of a Person as a Title Defect Arbitrator, they shall request the American Arbitration Association to appoint the Title Defect Arbitrator and such additional time is reasonably required by Seller to cure such title defects, Seller's failure to extend the Closing Date Title Defect Arbitrator shall be commercially unreasonablehear all matters submitted under this Section 2.03(c). 9.3 If Seller does not eliminate (d) The Title Defect Arbitrator shall determine as promptly as practicable (but in any event within 30 days) following the date on which such defects as dispute is referred to the Title Defect Arbitrator the existence of any alleged Title Defect or the Closing Datedisputed Title Defect Amount, as the same case may require, identified in the Notice of Disagreement and not previously resolved by the parties. Each party shall set forth in writing its position regarding the existence of each alleged Title Defect and each Title Defect Amount referred to the Title Defect Arbitrator for resolution, and the Title Defect Arbitrator shall be extended under required to select the preceding sentenceposition of either one party or the other with respect to each such Title Defect or Title Defect Amount, or as the case may require. Each party shall bear its own expenses and the fees and expenses of its own representatives and experts in connection with the preparation, review, dispute (if any) and final determination of any new "title defects" appear between alleged Title Defects. Buyer, on the date one hand, and Seller, on the other hand, shall share equally the costs, expenses and fees of the Commitment through Title Defect Arbitrator and any experts retained by the Closing Date which Seller does not eliminate as Title Defect Arbitrator. The determination of the Closing DateTitle Defect Arbitrator shall be final, Purchaser conclusive and binding on the parties and shall have be enforceable in any court having jurisdiction. (e) As used in this Agreement, an “Agreed-Upon Title Defect” shall mean any of (i) a Title Defect that is not contested under any Notice of Disagreement timely given, (ii) a Title Defect that is mutually agreed upon by Buyer and Seller or (iii) a Title Defect resulting from a determination of the option to: 9.3.1 Close and accept the title "as is," without reduction in the Purchase Price and without claim against Seller for such title defects (except for any lien that Seller is required to cure Title Defect Arbitrator pursuant to Section 9.2 2.03(d) above. The date on which any Title Defect becomes an Agreed-Upon Title Defect pursuant to the foregoing is referred to as the “Title Defect Determination Date.” An “Agreed-Upon Title Defect Amount” shall mean any of (i) a Title Defect Amount that can be removed is not contested under any Notice of Disagreement timely given, (ii) a Title Defect Amount that is mutually agreed upon by Buyer and Seller or (iii) a Title Defect Amount resulting from a determination of the payment Title Defect Arbitrator pursuant to Section 2.03(d) above; provided, however, that (x) the Agreed-Upon Title Defect Amount in respect of money any Title Defect relating to Company Real Property owned or bonding, for which credit leased by Bighorn shall be given Purchaser at equal to 51.0% of the Closing unless Seller pays applicable Title Defect Amount and (y) the same at the Closing) (and Agreed-Upon Title Defect Amount in such event, the Closing shall take place on the Closing Date); or 9.3.2 Cancel this Agreement, whereupon Escrow Agent, subject respect of any Title Defect relating to the provisions of Section 11.3, shall return the Deposit, together with all interest earned thereon, to Purchaser, and both parties Company Real Property owned or leased by Fort Union shall be released from all further obligations under this Agreement, except for those which expressly survive such termination, unless such title defects were caused by Seller's willful act or willful omission, in which event Seller shall remain liable to Purchaser for damages caused by such title defectsequal 37.04% of the applicable Title Defect Amount.

Title Defects. 9.1 Purchaser Sellers have delivered to Buyer a copy of their existing title policies with respect to each Premises (the “Sellers’ Title Policies”). During the Inspection Period, Buyers shall have until April 21the right to obtain title commitments for each Premises from the Title Company (the “Buyer’s Title Commitments”), 1999 in which to examine the Commitment and the Surveys. If Purchaser finds title to be defectivethe Properties, Purchaser shalland identify in writing to the applicable Sellers, no later than 5:00 p.m. Eastern time on April 21five (5) Business Days prior to the expiration of the Inspection Period, 1999any matters of record that Buyer finds objectionable, notify Seller in writingas well as any requirements of the Title Company required by Buyer to be satisfied by Sellers (collectively, specifying the title defect(s“Title Objections”). Not later than two (2) Business Days after each Seller’s receipt of Buyer’s Title Objections (with respect to such Seller’s Property), the applicable Seller shall respond to Buyer in writing identifying any Title Objections that such Seller will undertake to cure. In the event a Seller elects not to cure or satisfy (as applicable) such Title Objection, then Buyer may, at its election: (i) terminate this Agreement, in which event the Deposit shall be promptly returned to Buyer and the parties shall be relieved from further obligations to one another under this Agreement; or (ii) accept the Premises subject to all matters of record as of the effective date of Buyer’s Title Commitments, without an adjustment to the Purchase Price, and proceed with Closing hereunder. If Purchaser fails to give Seller Buyer does not elect alternative (i) by written notice to Sellers within ten (10) days after the date of any title defect(s) before 5:00 p.m. Eastern time on April 21a Seller’s notice electing not to cure, 1999, the defects shown in the Commitment or the Surveys then Buyer shall be deemed to be waived as title objections have elected alternative (ii). The term “Mandatory Cure Items” shall mean (x) any matters of record, survey matters and/or Title Company requirements that any Seller has undertaken to closing cure in accordance with this transaction. 9.2 If Purchaser has given Section 5, (y) any matters caused by Seller timely written notice and first of defect(s) and record after the defect(s) render the title other than as represented in this Agreement or if any new defects appear from the effective date of the Commitment through the Closing DateBuyer’s Title Commitments, Seller shall use commercially reasonable efforts to cause only those defects recorded after October 7, 1997 to be cured by the Closing Date. Seller agrees to remove, by payment, bonding or otherwise, and (z) any such lien (other than environmental liens) against the Property capable of removal by the payment of money or bonding. Seller shall not be obligated to (but may, in its sole and absolute discretion) cure any other defect or to buyout or settle any other claim or lien against financing liens on the Property. At Seller's option, The term “Permitted Encumbrances” shall mean (i) the Closing Date may be extended for a period not to exceed sixty Existing Leases (60as hereinafter defined) days for purposes of eliminating such title defects. If such additional time is reasonably required by Seller to cure such title defects, Seller's failure to extend the Closing Date shall be commercially unreasonable. 9.3 If Seller does not eliminate such defects in effect as of the Closing Date, as the same may be extended under the preceding sentence, or if and (ii) any new "title defects" appear between the date matters of the Commitment through the Closing Date which Seller does not eliminate record as of the Closing Date, Purchaser shall have the option to: 9.3.1 Close and accept the title "as is," without reduction in the Purchase Price and without claim against Seller for such title defects (except for any lien effective date of Buyer’s Title Commitments that Seller is required has not undertaken to cure cure, as provided herein. A Seller’s failure to cure, at or prior to Closing, any Mandatory Cure Item (other than Permitted Encumbrances) with respect to such Seller’s Property shall constitute a Seller default, entitling Buyer to exercise its remedies pursuant to Section 9.2 that can be removed by the payment of money or bonding, for which credit shall be given Purchaser at the Closing unless Seller pays the same at the Closing) (and in such event, the Closing shall take place on the Closing Date15(b); or 9.3.2 Cancel this Agreement, whereupon Escrow Agent, subject to the provisions of Section 11.3, shall return the Deposit, together with all interest earned thereon, to Purchaser, and both parties shall be released from all further obligations under this Agreement, except for those which expressly survive such termination, unless such title defects were caused by Seller's willful act or willful omission, in which event Seller shall remain liable to Purchaser for damages caused by such title defects.

Title Defects. 9.1 Purchaser (a) As soon as reasonably practicable following the date of this Agreement, and in no event later than 30 days following the date of this Agreement, Buyer shall have until April 21deliver to Seller written notices identifying each matter that it believes in good faith to be a Title Defect, 1999 together with a reasonable, good faith estimate of the associated Title Defect Amount for each such alleged Title Defect, and reasonable written documentation, to support Buyer’s claims of each such Title Defect (the “Title Defect Notice”). In order for Seller to review the alleged Title Defects listed in which the Title Defect Notice, Buyer will provide to examine Seller and its representatives copies of any documents used to determine the Commitment existence of a Title Defect and the Surveysestimated (x) cost of curing a Title Defect or (y) if such Title Defect cannot be cured, Damages resulting from the existence of such Title Defect. (b) If Seller disagrees with the existence of a Title Defect or the associated Title Defect Amount, then Seller shall notify Buyer of such disagreement in writing (a “Notice of Disagreement”) within 10 days after its receipt of the applicable Title Defect Notice. If Purchaser finds title to be defective, Purchaser shall, no later than 5:00 p.m. Eastern time on April 21, 1999, notify Seller Such Notice of Disagreement shall specify in writing, specifying the title defect(s). If Purchaser fails to give Seller written notice of any title defect(s) before 5:00 p.m. Eastern time on April 21, 1999reasonable detail Seller’s grounds for such disagreement, the defects shown Title Defect Amount estimated by Seller therefor, or both, as the case may be. To the extent Seller does not contest a Title Defect or a Title Defect Amount in a Notice of Disagreement within 10 days after its receipt of the Commitment or the Surveys applicable Title Defect Notice, Seller shall be deemed to have accepted the existence of such Title Defect or Title Defect Amount, which shall be waived as title objections to closing this transactionfinal, binding and conclusive for all purposes hereunder. 9.2 (c) If Purchaser has given Seller a Notice of Disagreement is timely written notice of defect(s) provided by Seller, Buyer and the defect(s) render the title other than as represented in this Agreement or if any new defects appear from the date of the Commitment through the Closing Date, Seller shall use commercially reasonable efforts to cause only those defects recorded after October 7, 1997 to be cured by the Closing Date. Seller agrees to remove, by payment, bonding or otherwise, any such lien (other than environmental liens) against the Property capable of removal by the payment of money or bonding. Seller shall not be obligated to (but may, in its sole and absolute discretion) cure any other defect or to buyout or settle any other claim or lien against the Property. At Seller's option, the Closing Date may be extended for a period not of 10 days after delivery of such Notice of Disagreement (or such longer period as they may mutually agree) to exceed sixty resolve any disagreements with respect to the existence of any 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, Seller and Buyer agree that within a further 15 day period, they will jointly select an arbitrator who is an attorney experienced in the natural gas and gas gathering industry in the United States as well as in real estate and title insurance matters, or as otherwise mutually agreed upon by Seller and Buyer (60) days for purposes of eliminating such title defectsthe “Title Defect Arbitrator”), to resolve any remaining disagreements. If Seller and Buyer are unable to agree upon the designation of a Person as a Title Defect Arbitrator, they shall request the American Arbitration Association to appoint the Title Defect Arbitrator and such additional time is reasonably required by Seller to cure such title defects, Seller's failure to extend the Closing Date Title Defect Arbitrator shall be commercially unreasonablehear all matters submitted under this Section 2.05(c). 9.3 If Seller does not eliminate (d) The Title Defect Arbitrator shall determine as promptly as practicable (but in any event within 30 days) following the date on which such defects as dispute is referred to the Title Defect Arbitrator the existence of any alleged Title Defect or the Closing Datedisputed Title Defect Amount, as the same case may require, identified in the Notice of Disagreement and not previously resolved by the parties. Each party shall set forth in writing its position regarding the existence of each alleged Title Defect and each Title Defect Amount referred to the Title Defect Arbitrator for resolution, and the Title Defect Arbitrator shall be extended under required to select the preceding sentenceposition of either one party or the other with respect to each such Title Defect or Title Defect Amount, or if any new "title defects" appear between as the date case may require. The costs of the Commitment through Title Defect Arbitrator shall be borne entirely by the Closing Date party which Seller does not eliminate as have its position selected by the Title Defect Arbitrator. The determination of the Closing DateTitle Defect Arbitrator shall be final, Purchaser conclusive and binding on the parties and shall have be enforceable in any court having jurisdiction. (e) As used in this Agreement, an “Agreed-Upon Title Defect” shall mean any of (i) a Title Defect that is not contested under any Notice of Disagreement, (ii) a Title Defect that is mutually agreed upon or deemed agreed by Buyer and Seller or (iii) a Title Defect resulting from a determination of the option to: 9.3.1 Close and accept the title "as is," without reduction in the Purchase Price and without claim against Seller for such title defects (except for any lien that Seller is required to cure Title Defect Arbitrator pursuant to Section 9.2 2.05(d) above. An “Agreed-Upon Title Defect Amount” shall mean any of (i) a Title Defect Amount that can be removed is not contested under any Notice of Disagreement, (ii) a Title Defect Amount that is mutually agreed upon or deemed agreed by Buyer and Seller or (iii) a Title Defect Amount resulting from a determination of the payment of money or bonding, for which credit shall be given Purchaser at the Closing unless Seller pays the same at the ClosingTitle Defect Arbitrator pursuant to Section 2.05(d) (and in such event, the Closing shall take place on the Closing Date); or 9.3.2 Cancel this Agreement, whereupon Escrow Agent, subject to the provisions of Section 11.3, shall return the Deposit, together with all interest earned thereon, to Purchaser, and both parties shall be released from all further obligations under this Agreement, except for those which expressly survive such termination, unless such title defects were caused by Seller's willful act or willful omission, in which event Seller shall remain liable to Purchaser for damages caused by such title defectsabove.

Title Defects. 9.1 Purchaser Prior to the expiration of the Inspection Period, Buyer will cause the Title Evidence to be examined and will notify Seller of any objections (including objections to the Permitted Exceptions) to Seller's title reflected by the Title Evidence ("Title Defects"). Seller shall have until April 21no obligation to cure any Title Defects. Upon the earlier to occur of, 1999 Seller's notification to Buyer (herein called the "Title Notice") that: (i) Seller is unwilling to cure or remove the Title Defects, or (ii) after due diligence, Seller fails or is unable to cure or remove any Title Defects prior to the Scheduled Closing Date as extended, pursuant to SECTION 5.2 hereof, Buyer, at Buyer's sole option, may: A. agree to accept title to the Property in its then existing condition, without reduction in the Purchase Price, whereupon Closing shall occur upon the later to occur of (i) ten (10) days after Buyer's receipt of the Title Notice or (ii) the Closing Date set forth in this Agreement; or B. terminate this Agreement by written notice to Seller, at which to examine time the Commitment Agreement will be null and void and the Surveysparties hereto will have no further rights or obligations hereunder as to any part of the Property. If Purchaser finds title to be defective, Purchaser shall, no later than 5:00 p.m. Eastern time on April 21, 1999, notify Seller in writing, specifying the title defect(s). If Purchaser fails to give Seller written notice Upon such termination and release of any title defect(s) before 5:00 p.m. Eastern time on April 21, 1999rights and obligations, the defects shown Deposit (with accrued interest, if any) shall be returned to Buyer. Buyer's failure to elect to terminate this Agreement within ten (10) days after receipt of the Title Notice in the Commitment or the Surveys accordance with this subparagraph (B) shall be deemed to be waived as title objections a wavier of Buyer's right to closing this transaction. 9.2 If Purchaser has given Seller timely written notice of defect(s) and the defect(s) render the title other than as represented in terminate this Agreement or if any new defects appear from under this subparagraph (B). Notwithstanding anything herein to the date of the Commitment through the Closing Date, Seller shall use commercially reasonable efforts to cause only those defects recorded after October 7, 1997 to be cured by the Closing Date. Seller agrees to remove, by payment, bonding or otherwise, any such lien (other than environmental liens) against the Property capable of removal by the payment of money or bonding. Seller shall not be obligated to (but maycontrary, in its sole and absolute discretion) no event shall Seller be deemed to have any obligation to cure any other defect or to buyout or settle any other claim or lien against the Property. At Seller's option, the Closing Date may be extended for a period not to exceed sixty (60) days for purposes of eliminating such title defects. If such additional time is reasonably required by Seller to cure such title defects, Seller's failure to extend the Closing Date shall be commercially unreasonableTitle Defects. 9.3 If Seller does not eliminate such defects as of the Closing Date, as the same may be extended under the preceding sentence, or if any new "title defects" appear between the date of the Commitment through the Closing Date which Seller does not eliminate as of the Closing Date, Purchaser shall have the option to: 9.3.1 Close and accept the title "as is," without reduction in the Purchase Price and without claim against Seller for such title defects (except for any lien that Seller is required to cure pursuant to Section 9.2 that can be removed by the payment of money or bonding, for which credit shall be given Purchaser at the Closing unless Seller pays the same at the Closing) (and in such event, the Closing shall take place on the Closing Date); or 9.3.2 Cancel this Agreement, whereupon Escrow Agent, subject to the provisions of Section 11.3, shall return the Deposit, together with all interest earned thereon, to Purchaser, and both parties shall be released from all further obligations under this Agreement, except for those which expressly survive such termination, unless such title defects were caused by Seller's willful act or willful omission, in which event Seller shall remain liable to Purchaser for damages caused by such title defects.

Title Defects. 9.1 Purchaser 3.1.1 Seller has furnished to Buyer and its counsel (x) the Title Commitment, and copies of all title exception documents and documents of record referred to on Schedule B of the Title Commitment as exceptions to title coverage to the Property, and (y) a Survey. Buyer shall have until April 21the right to provide Seller with an objection in writing (a “Title Objection Letter”) pertaining 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 following the Effective Date, 1999 and (ii) such objection is made by Buyer within five (5) Business Days after such updated Title Commitment or Survey is received by Buyer (but, in which any event, prior to examine the Commitment and the Surveys. If Purchaser finds title to be defective, Purchaser shall, no later than 5:00 p.m. Eastern time on April 21, 1999, notify Seller in writing, specifying the title defect(sScheduled Closing Date). If Purchaser fails Unless Buyer is entitled to give Seller written notice of any and timely objects to such title defect(s) before 5:00 p.m. Eastern time on April 21matters, 1999, the defects shown in the Commitment or the Surveys all such title matters shall be deemed to be waived constitute additional Permitted Exceptions. 3.1.2 If this Agreement is not terminated by Buyer in accordance with the provisions hereof, Seller shall, at Closing, Remove all Required Removal Exceptions. If Seller 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, (ii) accept such exceptions to title and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price, or (iii) with respect to any Monetary Removal Items, accept such exceptions to title and the Closing shall occur as herein provided except that Seller shall give to Buyer a credit against the Purchase Price of the amount of such Monetary Removal Items, which credit against the Purchase Price shall not exceed $200,000.00. 3.1.3 With respect to any title objections that are not Required Removal Exceptions, Seller may elect to closing this transaction. 9.2 If Purchaser has given Remove any such exceptions to title and Seller timely written may notify Buyer in writing within five (5) Business Days after receipt of Buyer’s notice of defect(sBuyer’s title objections (but, in any event, prior to the Scheduled Closing Date) and whether Seller elects to Remove the defect(ssame. Failure of Seller to respond in writing within such period shall be deemed an election by Seller not to Remove Buyer’s title objections. If Seller elects or is deemed to have elected not to Remove one or more of Buyer’s title objections, then, within five (5) render Business Days after Seller’s election or deemed election (but, in any event, prior to the title other than as represented in this Agreement or if any new defects appear from the date of the Commitment through the Scheduled Closing Date, Seller which, if such date would have occurred prior to such five (5) Business Day period elapsing, shall use commercially reasonable efforts automatically be deemed extended to cause only those defects recorded after October 7provide Buyer with such five (5) Business Day period), 1997 Buyer may elect in writing to be cured by the Closing Date. Seller agrees to remove, by payment, bonding or otherwise, any such lien either (other than environmental liensi) against the Property capable of removal by the payment of money or bonding. Seller shall not be obligated to (but may, in its sole and absolute discretion) cure any other defect or to buyout or settle any other claim or lien against the Property. At Seller's option, the Closing Date may be extended for a period not to exceed sixty (60) days for purposes of eliminating such title defects. If such additional time is reasonably required by Seller to cure such title defects, Seller's failure to extend the Closing Date shall be commercially unreasonable. 9.3 If Seller does not eliminate such defects as of the Closing Date, as the same may be extended under the preceding sentence, or if any new "title defects" appear between the date of the Commitment through the Closing Date which Seller does not eliminate as of the Closing Date, Purchaser shall have the option to: 9.3.1 Close and accept the title "as is," without reduction in the Purchase Price and without claim against Seller for such title defects (except for any lien that Seller is required to cure pursuant to Section 9.2 that can be removed by the payment of money or bonding, for which credit shall be given Purchaser at the Closing unless Seller pays the same at the Closing) (and in such event, the Closing shall take place on the Closing Date); or 9.3.2 Cancel terminate this Agreement, whereupon Escrow Agent, subject to the provisions of Section 11.3, shall return the Deposit, together with all interest earned thereon, to Purchaser, and both parties shall be released from all further obligations under this Agreement, except for those which expressly survive such termination, unless such title defects were caused by Seller's willful act or willful omission, in which event Seller shall remain liable direct the Escrow Agent to Purchaser pay the Deposit to Buyer and thereafter, the parties shall have no further rights or obligations hereunder except for damages caused by obligations which expressly survive the termination of this Agreement, or (ii) waive such title defectsobjections and proceed to Closing without any reduction of or credit against the Purchase Price. Failure of Buyer to respond in writing within such period shall be deemed an 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. 3.1.4 Seller shall be entitled to one or more extensions of the Scheduled Closing Date (not to exceed ten (10) days in the aggregate) for the purpose of the Removal of 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 and upon prior written notice 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. 9.1 Purchaser (a) At least 15 days prior to Closing (the "Notification Deadline"), Buyer shall have until April 21notify BRG in writing (such notice being herein referred to as a "Defect Notice") of any matter that causes the title of BRG or any of the BRG Partnerships or any of the 1997-I Program Participants to any of the Units, 1999 in which Lease or Xxxxx not to examine be Good and Defensible Title (a "Title Defect"). Such Defect Notice shall include: (i) a description of the Commitment Title Defect and the Surveys. If Purchaser finds title basis for claiming same; (ii) the Lease, Unit or Well (or portions thereof) affected by such Title Defect; (iii) the Buyer's proposed Designated Value of the property subject to such Title Defect; and (iv) the amount that Buyer believes to be defectivethe Defect Value attributable to such Title Defect. Additionally, Purchaser shall, no later than 5:00 p.m. Eastern time on April 21, 1999, notify Seller in writing, specifying the title defect(s). If Purchaser fails to give Seller written notice of any title defect(s) before 5:00 p.m. Eastern time on April 21, 1999, the defects shown in the Commitment or the Surveys shall be deemed to be waived as title objections to closing this transaction. 9.2 If Purchaser has given Seller timely written notice of defect(s) and the defect(s) render the title other than as represented in this Agreement or if any new defects appear from the date hereof until the fifth day prior to the Notification Deadline, BRG shall, and shall cause their respective officers and employees to, notify Buyer in writing of any Title Defects discovered by such Person promptly following such discovery. (b) BRG shall use its best efforts to cure, at BRG's sole cost and expense (which costs and expenses will be reflected in the Commitment through Adjusted Working Capital reflected in the Closing DateBalance Sheet), Seller all Title Defects of which it becomes aware prior to Closing, and in each case with respect to any Title Defects that are cured, shall use commercially reasonable efforts to cause only those defects recorded after October 7provide Buyer with reasonably satisfactory proof thereof; provided, 1997 to be cured by the Closing Date. Seller agrees to removehowever, by payment, bonding or otherwise, any such lien (other than environmental liens) against the Property capable of removal by the payment of money or bonding. Seller that Sellers shall not be obligated to (but may, in its sole and absolute discretion) cure any other defect or to buyout or settle any other claim or lien against the Property. At Seller's option, the Closing Date may be extended for a period not to exceed sixty (60) days for purposes of eliminating such title defects. If such additional time is reasonably required by Seller to cure such title defects, Seller's failure to extend the Closing Date shall be commercially unreasonable. 9.3 If Seller does not eliminate such defects as of the Closing Date, as the same may be extended under the preceding sentence, or if any new "title defects" appear between the date of the Commitment through the Closing Date which Seller does not eliminate as of the Closing Date, Purchaser shall have the option to: 9.3.1 Close and accept the title "as is," without reduction in the Purchase Price and without claim against Seller for such title defects (except for any lien that Seller is required to cure pursuant use such best efforts with respect to Section 9.2 that can be removed by the payment of money or bonding, any Title Defects for which credit shall be given Purchaser at the Closing unless Seller pays the same at the Closing) (Sellers' Representative and in such event, the Closing shall take place on the Closing Date); or 9.3.2 Cancel this Agreement, whereupon Escrow Agent, subject to the provisions of Section 11.3, shall return the Deposit, together with all interest earned thereon, to Purchaser, and both parties shall be released from all further obligations under this Agreement, except for those which expressly survive such termination, unless such title defects were caused by Seller's willful act or willful omission, in which event Seller shall remain liable to Purchaser for damages caused by such title defectsBuyer have agreed upon a Defect Value.

Title Defects. 9.1 Purchaser Following the execution date of this Agreement until 5:00 p.m. Central Time on November 2, 2015 (the “Defect Deadline”): (i) If Buyer discovers any Title Defect affecting any Asset, Buyer shall have until April 21, 1999 in which to examine the Commitment and the Surveys. If Purchaser finds title to be defective, Purchaser shall, notify Seller no later than 5:00 p.m. Eastern time on April 21the Defect Deadline, 1999of such alleged Title Defect, notify Seller except as otherwise expressly set forth herein. To be effective, such notice must (A) be in writing, specifying (B) be received by Seller by the title defect(sDefect Deadline, (C) describe the Title Defect in reasonably specific detail (including any alleged variance in the Net Revenue Interest), (D) identify the specific Asset or Assets affected by such Title Defect, and (E) include the estimated value of such Title Defect as determined by Buyer. If Purchaser fails To give Seller an opportunity to commence reviewing and curing any Title Defects, Buyer agrees to use reasonable efforts to give Seller Seller, each Monday following the execution of this Agreement but prior to the Defect Deadline, written notice of all known Title Defects discovered by Buyer during the previous week. Buyer shall have no liability for failure to provide any title defect(s) before 5:00 p.m. Eastern time on April 21such weekly notice and shall not waive any other remedies under this Agreement as a result of such failure. Any matters that may otherwise constitute Title Defects, 1999but of which Seller has not been specifically notified by Buyer by the Defect Deadline in accordance with the effective notice requirements set forth in this Section 11.1(b)(i), the defects shown in the Commitment or the Surveys shall be deemed to have been waived by Buyer, on behalf of itself and its successors and assigns, for all purposes of this Article XI. Any notice delivered hereunder may be waived as title objections to closing this transactionpreliminary in nature and supplemented prior to, but no later than, the expiration of the Defect Deadline. 9.2 If Purchaser has given Seller timely written (ii) Upon the receipt of such effective notice of defect(s) and from Buyer if made prior to the defect(s) render the title other than as represented in this Agreement or if any new defects appear from the date of the Commitment through the Closing DateClosing, Seller shall use commercially reasonable efforts to cause only those defects recorded after October 7, 1997 to be cured by the Closing Date. Seller agrees to remove, by payment, bonding or otherwise, any such lien (other than environmental liens) against the Property capable of removal by the payment of money or bonding. Seller shall not be obligated to (but may, in at its sole and absolute discretionexpense) cure any other defect or to buyout or settle any other claim or lien against may or, may cause the Property. At Purchased Company (at Seller's option, the Closing Date may be extended for a period not to exceed sixty ’s sole expenses) to: (60A) days for purposes of eliminating such title defects. If such additional time is reasonably required by Seller attempt to cure such title defectsTitle Defect at any time prior to the Closing, Seller's failure (B) exclude the affected Asset from the sale at Closing and reduce the Base Purchase Price by the Allocated Value of such affected Asset, or (C) if Seller (or the Purchased Company) is unable to extend cure such Title Defect prior to the Closing, the Base Purchase Price shall be reduced by the asserted Title Defect Value for such Asset (but in no event greater than the Allocated Value for such affected Asset). Upon the receipt of such effective notice from Buyer if made on or after the Closing Date but no later than the Defect Deadline, Seller may, all at Seller’s sole expense, attempt to cure such Title Defect at any time prior to (90) days after the Defect Deadline (the “Post-Closing Cure Deadline”). (iii) The value attributable to each Title Defect (the “Title Defect Value”) that is asserted by Buyer in the Title Defect notices shall be commercially unreasonabledetermined based upon the criteria set forth below: (A) If the Title Defect is a lien or encumbrance upon any Asset, the Title Defect Value is the amount necessary to be paid to remove the lien or encumbrance from the affected Asset. 9.3 (B) If Seller the Title Defect asserted is that the Net Revenue Interest attributable to any Asset is less than that stated in Exhibit A-Part II or the Working Interest attributable to any Asset is greater than that stated in Exhibit A-Part II, then the Title Defect Value shall take into account the relative change in the interest from Exhibit A-Part II and the appropriate Allocated Value attributed to such Asset. (C) If the Title Defect represents an obligation, encumbrance, burden or charge upon the affected Asset (including any increase in Working Interest for which there is not a proportionate increase in Net Revenue Interest) for which the economic detriment to Buyer is unliquidated, the amount of the Title Defect Value shall be determined by taking into account the Allocated Value of the affected Asset, the portion of the Asset affected by the Title Defect, the legal effect of the Title Defect and the potential economic effect of the Title Defect over the life of the affected Asset. (D) If a Title Defect is not in effect or does not eliminate adversely affect an Asset throughout the entire productive life of such defects Asset, such fact shall be taken into account in determining the Title Defect Value. (E) Upon adjustment to the Base Purchase Price, the Title Defect Value of a Title Defect shall be determined without duplication of any costs or losses included in another Title Defect Value hereunder. (F) Such other factors as are reasonably necessary to make a proper evaluation. (G) Notwithstanding anything herein to the contrary, in no event shall a Title Defect Value exceed the Allocated Value of the Closing Date, as the same may be extended under the preceding sentence, or if any new "title defects" appear between the date of the Commitment through the Closing Date which Seller does not eliminate as of the Closing Date, Purchaser shall have the option to: 9.3.1 Close and accept the title "as is," without reduction in the Purchase Price and without claim against Seller for such title defects (except for any lien that Seller is required to cure pursuant to Section 9.2 that can be removed by the payment of money or bonding, for which credit shall be given Purchaser at the Closing unless Seller pays the same at the Closing) (and in such event, the Closing shall take place on the Closing Date); or 9.3.2 Cancel this Agreement, whereupon Escrow Agent, subject to the provisions of Section 11.3, shall return the Deposit, together with all interest earned thereon, to Purchaser, and both parties shall be released from all further obligations under this Agreement, except for those which expressly survive such termination, unless such title defects were caused by Seller's willful act or willful omission, in which event Seller shall remain liable to Purchaser for damages caused by such title defectsAsset affected thereby.

Title Defects. 9.1 Purchaser Buyer shall have until April 21, 1999 notify Seller in which to examine the Commitment and the Surveys. If Purchaser finds title to be defective, Purchaser shall, writing of Title Defects (“Title Defect Notice(s)”) no later than 5:00 p.m. Eastern time Central Time on April 21, 1999, notify Seller in writing, specifying the title defect(stenth (10th) Business Day prior to the Closing Date (the “Title Claim Date”). If Purchaser fails to give Seller written notice The Title Defect Notice shall state with reasonable specificity: (i) the Asset affected; (ii) the particular Title Defect claimed; (iii) Buyer’s good faith estimate of any title defect(sthe amount the Title Defect reduces the Allocated Value of the affected Asset (such amount being the “Defect Value”); and (iv) before 5:00 p.m. Eastern time on April 21appropriate documentation, 1999if any, the defects shown in the Commitment or the Surveys substantiating Buyer’s claim. Without limiting Seller’s Special Warranty, Buyer shall conclusively be deemed to be have waived as title objections to closing this transaction. 9.2 If Purchaser has given Seller timely written notice of defect(s) and any Title Defects not asserted by a Title Defect Notice no later than 5:00 p.m. Central Time on the defect(s) render the title other than as represented Title Claim Date. For all Title Defects asserted in this Agreement or if any new defects appear from the date of the Commitment through the Closing DateTitle Defect Notices, Seller shall use commercially reasonable efforts have the option of (a) curing the Title Defect, (b) contesting the Title Defect or Buyer’s good faith estimate of the Defect Value, (c) adjusting the Purchase Price downward by Buyer’s good faith estimate of the Defect Value, subject to cause only those defects recorded after October 7the limitations set forth below, 1997 to be cured or (d) excluding the affected Asset and reducing the Purchase Price by the Closing Date. Seller agrees to remove, by payment, bonding or otherwise, any such lien (other than environmental liens) against the Property capable of removal by the payment of money or bondingAllocated Value thereof. Seller shall not be obligated to notify Buyer in writing of its election no more than five (but may5) Business Days following its receipt of a Title Defect Notice, in its sole and absolute discretion) cure any other defect or to buyout or settle any other claim or lien against the Property. At Seller's option, the Closing Date may be extended for a period not to exceed sixty (60) days for purposes of eliminating such title defects. If such additional time is reasonably required by Seller to cure such title defects, Seller's failure to extend the Closing Date make an election shall be commercially unreasonable. 9.3 If Seller does not eliminate such defects as deemed an election under clause (c) of the Closing Date, as the same may be extended under the preceding sentence. The Defect Value shall be determined pursuant to the following guidelines, where applicable: (a) if the Title Defect causes the actual Net Revenue Interest attributable to any Well (or if any new "title defects" appear the specified zone(s) therein) to be less than that stated in Exhibit A, then the Defect Value is the product of the Allocated Value of such Asset, multiplied by a fraction, the numerator of which is the difference between the date Net Revenue Interest set forth in Exhibit A and the actual Net Revenue Interest to the extent such difference is caused by the asserted Title Defect, and the denominator of which is the Net Revenue Interest stated in Exhibit A; (b) if the Title Defect causes Seller to have a greater Working Interest in a Well (or the specified zone(s) therein) than the Working Interest specified therefor in Exhibit A, without a corresponding increase in the Net Revenue Interest, the Defect Value shall be equal to the present value (discounted at 10% compounded annually) of the Commitment increase in the costs and expenses reasonably forecasted by Seller and Buyer with respect to such Well (or the specified zone(s) therein) for the period from and after the Effective Time which is attributable to such increase in the Seller’s Working Interest that is caused by the asserted Title Defect; (c) if the Title Defect results from the existence of a lien, security interest, pledge or collateral assignment created by, through or under Seller, the Closing Date which Seller Defect Value shall be an amount sufficient to fully discharge such lien, security interest, pledge or collateral assignment; (d) if the Title Defect results from any matter not described in paragraphs (a), (b) or (c) above, the Defect Value shall be an amount equal to the difference between the value of the Well(s) (or the specified zone(s) therein) or other Asset with such Title Defect and the value of the Well(s) (or the specified zone(s) therein) or other Asset without such Title Defect (taking into account the Allocated Value of the affected Asset); (e) if a Title Defect is not effective or does not eliminate as affect a Well (or the specified zone(s) therein) or other Asset throughout the entire productive life of such Well (or the specified zone(s) therein) or other Asset, such fact shall be taken into account in determining the Defect Value. In no event, however, shall the total of the Closing Date, Purchaser shall have Defect Values related to a particular Asset exceed the option to: 9.3.1 Close and accept the title "as is," without reduction in the Purchase Price and without claim against Seller for Allocated Value of such title defects (except for any lien that Seller is required to cure pursuant to Section 9.2 that can be removed by the payment of money or bonding, for which credit shall be given Purchaser at the Closing unless Seller pays the same at the Closing) (and in such event, the Closing shall take place on the Closing Date); or 9.3.2 Cancel this Agreement, whereupon Escrow Agent, subject to the provisions of Section 11.3, shall return the Deposit, together with all interest earned thereon, to Purchaser, and both parties shall be released from all further obligations under this Agreement, except for those which expressly survive such termination, unless such title defects were caused by Seller's willful act or willful omission, in which event Seller shall remain liable to Purchaser for damages caused by such title defectsAsset.

Title Defects. 9.1 Purchaser (a) As soon as reasonably practicable following the date of this Agreement, and in no event later than sixty (60) days from the date hereof, Buyer shall have until April 21deliver to Seller written notices identifying each matter that it believes in good faith to be a Title Defect, 1999 together with a good faith estimate of the associated cost of curing such defect (the “Title Defect Amount”) for each such alleged Title Defect, and reasonable written documentation, to support Buyer’s claims of each such Title Defect (the “Title Defect Notice”); it being understood that neither the delivery nor cure or resolution of such Title Defect Notice shall be a condition to the occurrence of the Closing. In order for Seller to review the alleged Title Defects listed in which the Title Defect Notice, Buyer will provide to examine Seller and its representatives copies of any documents used to determine the Commitment existence of a Title Defect and the Surveysestimated cost to cure any Title Defect. If Purchaser finds title Buyer shall include in the Title Defect Notice only Title Defects that are reasonably believed, in good faith, to be defective, Purchaser shall, no later than 5:00 p.m. Eastern time on April 21, 1999, notify Seller individually cost in writing, specifying excess of $25,000 to cure. For purposes of calculating the title defect(s). If Purchaser fails to give Seller written notice cost of any title defect(s) before 5:00 p.m. Eastern time on April 21, 1999a Title Defect, the defects shown in Parties shall value (i) rights-of-way at $25 per rod and (ii) surface leases and fee properties at fair market value. (b) If Seller disagrees with the Commitment existence of a Title Defect or the Surveys associated Title Defect Amount, then Seller shall notify Buyer of such disagreement in writing (a “Notice of Disagreement”) within thirty (30) days after its receipt of the applicable Title Defect Notice, it being understood that neither the delivery nor cure or resolution of such Notice of Disagreement shall be a condition to the occurrence of the Closing. Such Notice of Disagreement shall specify in reasonable detail Seller’s grounds for such disagreement, the Title Defect Amount estimated by Seller therefor, or both, as the case may be. To the extent Seller does not contest a Title Defect or a Title Defect Amount in a Notice of Disagreement within the time period specified in this Section 2.7(b), Seller shall be deemed to have accepted the existence of such Title Defect or Title Defect Amount, which shall be waived as title objections to closing this transactionfinal, binding and conclusive for all purposes hereunder. 9.2 (c) If Purchaser has given Seller a Notice of Disagreement is timely written notice of defect(s) provided by Seller, Buyer and the defect(s) render the title other than as represented in this Agreement or if any new defects appear from the date of the Commitment through the Closing Date, Seller shall use commercially reasonable efforts to cause only those defects recorded after October 7, 1997 to be cured by the Closing Date. Seller agrees to remove, by payment, bonding or otherwise, any such lien (other than environmental liens) against the Property capable of removal by the payment of money or bonding. Seller shall not be obligated to (but may, in its sole and absolute discretion) cure any other defect or to buyout or settle any other claim or lien against the Property. At Seller's option, the Closing Date may be extended for a period not to exceed sixty of thirty (6030) days for purposes after delivery of eliminating such Notice of Disagreement (or such longer period as they may mutually agree) to resolve any disagreements with respect to the existence of any 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, Seller and Buyer agree that within a further fifteen (15) day period, they will jointly select an arbitrator who is an attorney experienced in the natural gas and gas gathering industry in the United States as well as in real estate and title defectsinsurance matters, or as otherwise mutually agreed upon by Seller and Buyer (the “Title Defect Arbitrator”), to resolve any remaining disagreements. If Seller and Buyer are unable to agree upon the designation of a Person as a Title Defect Arbitrator, they shall request the American Arbitration Association to appoint the Title Defect Arbitrator and such additional time is reasonably required by Seller to cure such title defects, Seller's failure to extend the Closing Date Title Defect Arbitrator shall be commercially unreasonablehear all matters submitted under this Section 2.7(c). 9.3 If Seller does not eliminate (d) The Title Defect Arbitrator shall determine as promptly as practicable (but in any event within thirty (30) days following the date on which such defects as dispute is referred to the Title Defect Arbitrator) the existence of any alleged Title Defect or the Closing Datedisputed Title Defect Amount, as the same case may require, identified in the Notice of Disagreement and not previously resolved by the Parties. Each Party shall set forth in writing its position regarding the existence of each alleged Title Defect and each Title Defect Amount referred to the Title Defect Arbitrator for resolution, and the Title Defect Arbitrator shall be extended under required to select the preceding sentenceposition of either one Party or the other with respect to each such Title Defect or Title Defect Amount, or as the case may require. Each Party shall bear its own expenses and the fees and expenses of its own representatives and experts in connection with the preparation, review, dispute (if any) and final determination of any new "title defects" appear between alleged Title Defects. Buyer, on the date one hand, and Seller, on the other hand, shall share equally the costs, expenses and fees of the Commitment through the Closing Date which Seller does not eliminate as Title Defect Arbitrator. The determination of the Closing DateTitle Defect Arbitrator shall be final, Purchaser conclusive and binding on the Parties and shall have be enforceable in any court having jurisdiction. (e) As used in this Agreement, an “Agreed-Upon Title Defect” shall mean any of (i) a Title Defect that is not contested under any Notice of Disagreement timely given, (ii) a Title Defect that is mutually agreed upon by Buyer and Seller or (iii) a Title Defect resulting from a determination of the option to: 9.3.1 Close and accept the title "as is," without reduction in the Purchase Price and without claim against Seller for such title defects (except for any lien that Seller is required to cure Title Defect Arbitrator pursuant to Section 9.2 that can be removed by the payment of money or bonding, for 2.7(d) above. The date on which credit shall be given Purchaser at the Closing unless Seller pays the same at the Closing) (and in such event, the Closing shall take place on the Closing Date); or 9.3.2 Cancel this Agreement, whereupon Escrow Agent, subject any Title Defect becomes an Agreed-Upon Title Defect pursuant to the provisions foregoing is referred to as the “Title Defect Determination Date.” An “Agreed-Upon Title Defect Amount” shall mean any of (i) a Title Defect Amount that is not contested under any Notice of Disagreement timely given, (ii) a Title Defect Amount that is mutually agreed upon by Buyer and Seller or (iii) a Title Defect Amount resulting from a determination of the Title Defect Arbitrator pursuant to Section 11.3, shall return the Deposit, together with all interest earned thereon, to Purchaser, and both parties shall be released from all further obligations under this Agreement, except for those which expressly survive such termination, unless such title defects were caused by Seller's willful act or willful omission, in which event Seller shall remain liable to Purchaser for damages caused by such title defects2.7(d) above.

Title Defects. 9.1 (a) Prior to execution of this Agreement, Seller has provided Purchaser shall have until April 21with a current title report with respect to the Property from Escrow Holder, 1999 in which to examine bearing an Effective Date of May 23, 2024 and bearing Order File No. 360424001689 (the Commitment and “Title Report”). Within thirty (30) days of the Surveys. If Purchaser finds title to be defectiveEffective Date of this Agreement, Purchaser shallmay deliver to Seller a written notice of any objections to title Purchaser may have (the “Objection Notice”), no later than 5:00 p.m. Eastern time on April 21, 1999, notify Seller in writing, specifying and such objections may be based upon any survey of the title defect(s)Property that Purchaser may elect to obtain. If Purchaser fails to give Seller written notice of any title defect(s) before 5:00 p.m. Eastern time on April 21deliver the Objection Notice in a timely manner, 1999, the defects shown in the Commitment or the Surveys then Purchaser shall be deemed to have accepted all matters of record identified in the Title Report, and all such matters shall be waived as title objections to closing this transactiondeemed “Permitted Exceptions. 9.2 ” If Purchaser has given delivers an Objection Notice to Seller, then within three (3) Business Days following receipt of such Objection Notice (“Seller timely Response Period”), Seller may deliver to Purchaser written notice of defect(s) that Seller has elected in its sole and the defect(s) render the title other than as represented in this Agreement absolute discretion to remove any, all or if any new defects appear from the date none of the Commitment through objections identified in the Closing DateObjection Notice (the “Objection Response”). Notwithstanding the foregoing, Seller shall use commercially reasonable efforts to cause only those defects recorded after October 7, 1997 to be cured by the Closing Date. Seller agrees to remove, by payment, bonding or otherwise, any such lien (other than environmental liens) against the Property capable of removal by the payment of money or bonding. Seller Purchaser shall not be obligated to (but mayobject to any title encumbrances that can be removed solely by the payment of money, such as mortgages or statutory liens, and Seller shall convey title to the Property free and clear of any such encumbrances at Closing, additionally, in its sole and absolute discretion) cure no event shall any other defect or to buyout or settle any other claim or lien against of the Property. At Seller's option, the Closing Date may foregoing encumbrances be extended for a period not to exceed sixty (60) days for purposes of eliminating such title defects. If such additional time is reasonably required by Seller to cure such title defects, Seller's failure to extend the Closing Date shall be commercially unreasonabledeemed Permitted Exceptions. 9.3 (b) If Seller does not eliminate 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 Closing, in which case Purchaser shall accept title to the Property subject to the objections that Seller has not agreed to cure or remedy (and such defects matters shall be deemed Permitted Exceptions); or (b) terminate this Agreement 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 title objections that it had obligated itself to do so in the Objection Response, then Purchaser, at its election, shall have the right either to: (a) proceed to Closing, in which case Purchaser shall accept title to the Property subject to the objections that Seller has failed to cure or remedy (and such matters shall be deemed Permitted Exceptions); 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 Closing Effective Date, as without the same may be extended under the preceding sentence, prior written consent of Purchaser. If any such encumbrances or if any new "title defects" appear between the date of the Commitment through easements arise prior to the Closing Date which and Purchaser objects, then Seller does not eliminate as of shall, at their sole expense, cure the objections on or before the Closing Date, Purchaser shall have the option to: 9.3.1 Close and accept the title "as is," without reduction in the Purchase Price and without claim against Seller for such title defects (except for any lien that Seller is required to cure pursuant to Section 9.2 that can be removed by the payment of money or bonding, for which credit shall be given Purchaser at the Closing unless Seller pays the same at the Closing) (and in such event, the Closing shall take place on the Closing Date); or 9.3.2 Cancel this Agreement, whereupon Escrow Agent, subject to the provisions of Section 11.3, shall return the Deposit, together with all interest earned thereon, to Purchaser, and both parties shall be released from all further obligations under this Agreement, except for those which expressly survive such termination, unless such title defects were caused by Seller's willful act or willful omission, in which event Seller shall remain liable to Purchaser for damages caused by such title defects.

Title Defects. 9.1 (a) Except as provided in Section 4.3(c), Purchaser shall have until April 21, 1999 in which the Inspection Completion Date to examine the Commitment and the Surveys. If Purchaser finds title to be defective, Purchaser shall, no later than 5:00 p.m. Eastern time on April 21, 1999, notify Seller in writing, specifying the title defect(s). If Purchaser fails to give Seller written notice writing of any title defect(s) before 5:00 p.m. Eastern time on April 21, 1999, the defects shown objection that Purchaser may have to any exceptions reported in the Title Commitment or any matter shown on the Surveys Survey. Seller shall be deemed have no obligation to be waived cure any objection or matter, except as title objections to closing this transaction. 9.2 If Purchaser has given Seller timely written notice of defect(s) and set forth in the defect(s) render next succeeding sentence. Notwithstanding the title other than as represented in this Agreement or if any new defects appear from the date of the Commitment through the Closing Dateforegoing, Seller shall be obligated to cure (i) all mortgages affecting the Property, (ii) all past due ad valorem taxes and assessments of any kind constituting a lien against the Property, and (iii) all mechanics’, materialmen’s, or similar liens arising out of any work or service provided to Seller; and Seller shall be obligated to use commercially reasonable efforts to cause only those defects recorded after October 7, 1997 to be cured by the Closing Date. Seller agrees to remove, by payment, bonding or otherwise, any such cure all judgments and attachments that have become a lien (other than environmental liens) against the Property capable of removal by the payment of money or bonding. Property, provided, however, Seller shall not be obligated to spend more than $50,000.00 in connection therewith. (but mayb) If Purchaser timely notifies Seller of any objections to any exceptions reported in the Title Commitment or any matter shown on the Survey, in its sole and absolute discretionthen Seller shall notify Purchaser, within ten (10) cure any other defect or to buyout or settle any other claim or lien against the Property. At Seller's optionbusiness days after receipt of Purchaser’s notice, the Closing Date may be extended for a period not to exceed sixty (60) days for purposes of eliminating such title defects. If such additional time is reasonably required by whether Seller will attempt to cure such title defects, Seller's failure to extend the Closing Date shall be commercially unreasonable. 9.3 objection or matter. If Seller does not eliminate agree to attempt to cure such defects as objection or matter by notice given to Purchaser within the aforesaid ten (10) business day period, then Purchaser shall have the right, by notice given to Seller within ten (10) business days after the earlier to occur of the Closing Dateexpiration of said ten (10) business day period or Purchaser’s receipt of Seller’s notice, as either to (i) waive the same may be extended under objection or matter and close title without abatement or reduction of the preceding sentencePurchase Price, or if any new "(ii) terminate this Agreement. If Seller agrees to attempt to cure such objection or matter, then Seller shall have thirty (30) days after Seller’s receipt of Purchaser’s notice to cure the same; in such event, Seller agrees to use commercially reasonable efforts to remove such objection or matter within said thirty (30) day period. In the event Seller has not removed such objection or matter within said thirty (30) day period, then Purchaser shall have the right, by notice given to Seller within five (5) business days after the expiration of said thirty (30) day period, either to (i) waive the objection or matter and close title defects" appear between the date without abatement or reduction of the Commitment through Purchase Price, or (ii) terminate this Agreement. (c) In the Closing Date which Seller does not eliminate as event any defect in title of any nature arises after the Closing Inspection Completion Date, Purchaser shall have notify Seller of such defect on or before the option to: 9.3.1 Close and accept Date of Closing. If Purchaser notifies Seller of any such defect on or before the title "as is," without reduction in the Purchase Price and without claim against Date of Closing, then Seller for shall notify Purchaser, within ten (10) business days after receipt of Purchaser’s notice of such title defects (except for any lien that defects, whether Seller is required will attempt to cure such defects. The parties agree that the procedures set forth in Section 4.3(b) shall apply to such defects. (d) If Purchaser does not terminate this Agreement pursuant to Section 9.2 that can be removed by the payment of money or bonding, for which credit shall be given Purchaser at the Closing unless Seller pays the same at the Closing) (and in such event, the Closing shall take place on the Closing Date); or 9.3.2 Cancel this Agreement, whereupon Escrow Agent, subject to the provisions of this Section 11.34.3, any such uncured title objections or matters shown on the Survey, as well as any title exception listed in the Title Commitment which are not objected to by Purchaser, shall return be “Permitted Exceptions” in the Deposit, together with all interest earned thereon, deed to be granted by Seller to Purchaser. If Purchaser does terminate this Agreement pursuant to the provisions of this Section 4.3, then the Exxxxxx Money Deposit and both accrued interest (less the Independent Consideration) shall be returned to Purchaser and the parties shall be released from all further obligations under this Agreementliability hereunder. The Independent Consideration shall be paid to Seller. (e) The parties acknowledge and agree that the Date of Closing shall be postponed by the number of days required to allow the parties to respond within the aforesaid time periods and, except for those which expressly survive if applicable, to allow Seller to attempt to cure such termination, unless such title defects were caused by Seller's willful act objections or willful omission, in which event Seller shall remain liable to Purchaser for damages caused by such title defectsmatters.

Title Defects. 9.1 Purchaser Buyer shall give Notice to Seller (the "Defects ------------- Notice") of any claim, lien or exception materially and adversely affecting title to the Property and which Buyer is not willing to waive (a "Defect"). Seller shall have until April 21the right, 1999 but not the obligation, to cure any Defect within fifteen (15) days after its receipt of the Defects Notice, or in which to examine the Commitment and the Surveys. If Purchaser finds title to be defective, Purchaser shall, no later than 5:00 p.m. Eastern time on April 21, 1999, notify Seller in writing, specifying the title defect(s). If Purchaser fails to give Seller written notice case of any title defect(s) before 5:00 p.m. Eastern time on April 21Defect which cannot with due diligence be cured within such 15-day period, 1999such later date by which such Defect can reasonably be cured, provided that Seller commences to cure such Defect within such 15-day period and thereafter continues diligently and in good faith to cure the defects shown in the Commitment or the Surveys Defect. The Closing shall be deemed extended, if necessary, in order to be waived as title objections to closing this transaction. 9.2 If Purchaser has given Seller timely written notice of defect(s) and permit the defect(s) render the title other than as represented cure described above, but in this Agreement or if any new defects appear from no event shall the date of the Commitment through the Closing Date, Seller shall use commercially reasonable efforts to cause only those defects recorded after October 7, 1997 to be cured by the Closing Date. Seller agrees to remove, by payment, bonding or otherwise, any such lien (other than environmental liens) against the Property capable of removal by the payment of money or bonding. Seller shall not be obligated to (but may, in its sole and absolute discretion) cure any other defect or to buyout or settle any other claim or lien against the Property. At Seller's option, the Closing Date may be extended for a period not to exceed more than sixty (60) days. In the event that Seller elects not to cure any such Defect, Seller shall notify Buyer of such election within five (5) business days for purposes after its receipt of eliminating such title defectsthe Defects Notice. If such additional time is reasonably required by Seller elects not to cure any Defect as set forth above or, if by the expiration of the cure period provided for above, Seller has failed to cure all Defects, Buyer may, at its option, either (i) proceed to close subject to any such title defectsDefects, with no offset against, or reduction in, the Purchase Price or (ii) terminate this Agreement by written notice given to Seller within five (5) business days after the expiration of the cure period or Seller's failure notice of election not to extend the Closing Date shall be commercially unreasonable. 9.3 If Seller does not eliminate such defects as of the Closing Datecure any Defect, as the same case may be extended under be. In the preceding sentenceevent this Agreement is so terminated by Buyer, or if any new "title defects" appear between the date of the Commitment through the Closing Date which Seller does not eliminate as of the Closing Date, Purchaser shall have the option to: 9.3.1 Close and accept the title "as is," without reduction in the Purchase Price and without claim against Seller for such title defects (except for any lien that Seller is required to cure pursuant to Section 9.2 that can be removed by the Down payment of money or bonding, for which credit shall be given Purchaser at delivered to Buyer and the Closing unless Seller pays the same at the Closing) (and in such event, the Closing shall take place on the Closing Date); or 9.3.2 Cancel this Agreement, whereupon Escrow Agent, subject to the provisions of Section 11.3, shall return the Deposit, together with all interest earned thereon, to Purchaser, and both parties shall be released from all further obligations under this Agreementand liabilities hereunder, except for those with respect to the covenants and indemnities which expressly survive such termination, unless such title defects were caused by Seller's willful act the Closing or willful omissiontermination of this Agreement. Notwithstanding anything to the contrary contained in this Section 4.3, in which the event that any Defect(s) is a mechanic's or materialmen's lien or other encumbrance securing the payment in the aggregate of a readily ascertainable sum of money of up to $30,000, Seller shall remain liable satisfy such Defect(s) of record or, as an alternative to Purchaser for damages caused causing such Defect(s) to be satisfied of record and provided that the Title Company agrees to omit such Defect(s) from the Title Policy by (i) bond or cause to be bonded such title defectsDefect(s); (ii) delivering or cause to be delivered to Buyer or the Title Company, on the date of the Closing, instruments in recordable form and sufficient to satisfy such Defect(s) of record, together with the appropriate recording or filing costs; (iii) depositing or cause to be deposited with the Title Company sufficient monies, acceptable to and reasonably requested by the Title Company, to assure the obtaining and recording of a satisfaction of the Defect(s); or (iv) otherwise cause the Title Company to omit such Defect(s) from the Title Policy.

Title Defects. 9.1 Purchaser Following the execution date of this Agreement until 5:00 p.m. Central Time on the expiration date of the Examination Period: (i) If Buyer discovers any Title Defect affecting any Asset, Buyer shall have until April 21notify Seller as promptly as practicable, 1999 in which to examine the Commitment and the Surveys. If Purchaser finds title to be defective, Purchaser shall, but no later than 5:00 p.m. Eastern time on April 21the expiration of the Examination Period of such alleged Title Defect, 1999except as otherwise expressly set forth herein. To be effective, notify Seller such notice must (A) be in writing, specifying the title defect(s). If Purchaser fails to give (B) be received by Seller written notice of any title defect(s) before by 5:00 p.m. Eastern time Central Time on April 21the expiration date of the Examination Period, 1999(C) describe the Title Defect in sufficient, the defects shown specific detail (including any alleged variance in the Commitment Net Revenue Interest), (D) identify the specific Asset or Assets affected by such Title Defect, and (E) include the Surveys value of such Title Defect as determined by Buyer. Any matters that may otherwise constitute Title Defects, but of which Seller has not been specifically notified by Buyer in accordance with the foregoing, shall be deemed to be have been waived as title objections to closing by Buyer for all purposes of this transaction. 9.2 If Purchaser has given Seller timely written notice of defect(s) and the defect(s) render the title other than as represented in this Agreement or if any new defects appear from the date of the Commitment through the Closing Date, Seller shall use commercially reasonable efforts to cause only those defects recorded after October 7, 1997 to be cured by the Closing Date. Seller agrees to remove, by payment, bonding or otherwise, any such lien (other than environmental liens) against the Property capable of removal by the payment of money or bonding. Seller shall Article XI but not be obligated to (but may, in its sole and absolute discretion) cure any other defect or to buyout or settle any other claim or lien against the Property. At Seller's option, the Closing Date may be extended for a period not to exceed sixty (60) days for purposes of eliminating the Special Warranty of title provided for in the Assignment. Any notice delivered hereunder may be preliminary in nature and supplemented prior to, but no later than, the expiration of the Examination Period. (ii) Upon the receipt of such title defects. If such additional time is reasonably required by effective notice from Buyer, Seller may (A) attempt to cure such title defectsTitle Defect at any time prior to the Closing, Seller's failure (B) exclude the affected Asset from the sale and reduce the Initial Consideration Payment by the Allocated Value of such affected Asset, or (C) if Seller is unable to extend cure such Title Defect prior to the Closing, Seller may convey the affected Asset and the Initial Consideration Payment at Closing Date shall be commercially unreasonablereduced by the Title Defect Value for such Asset (but in no event greater than the Allocated Value for such affected Asset) and, in the event the Title Defect is cured post-Closing, Buyer shall pay Seller such amount, if any, as provided under Section 11.1(c)(v) below. 9.3 (iii) The value attributable to each Title Defect (the “Title Defect Value”) that is asserted by Buyer in the Title Defect notices shall be determined based upon the criteria set forth below: (A) If Seller the Title Defect is a lien or encumbrance upon any Asset, the Title Defect Value is the amount necessary to be paid to remove the lien or encumbrance from the affected Asset. (B) If the Title Defect asserted is that the Net Revenue Interest attributable to any Asset is less than that stated in Schedule 3.8, then the Title Defect Value shall be the absolute value of the number determined by the following formula: Title Defect Value = A x (1-[B/C]) A = Allocated Value for the affected Asset as set forth in Schedule 3.8 Provided, however, that notwithstanding anything to the contrary in this clause (B), if the Working Interest of any such Well as set forth on Exhibit A –Part II is not reduced in the same proportion as the Net Revenue Interest set forth on Exhibit A –Part II is reduced, then clause (C) shall apply and this clause (B) shall not apply. (C) If the Working Interest attributable to any Asset is greater than that stated in Exhibit A –Part II, then the Title Defect Value shall take into account the relative change in the interest from Exhibit A –Part II and the appropriate Allocated Value attributed to such Asset. (D) If the Title Defect represents an obligation, encumbrance, burden or charge upon the affected Asset (including any increase in Working Interest for which there is not a proportionate increase in Net Revenue Interest) for which the economic detriment to Buyer is unliquidated, the amount of the Title Defect Value shall be determined by taking into account the Allocated Value of the affected Asset, the portion of the Asset affected by the Title Defect, the legal effect of the Title Defect, the potential economic effect of the Title Defect over the life of the affected Asset, and the Title Defect Values placed upon the Title Defect by Buyer and Seller. (E) If a Title Defect is not in effect or does not eliminate adversely affect an Asset throughout the entire productive life of such defects as Asset, such fact shall be taken into account in determining the Title Defect Value. (F) The Title Defect Value of a Title Defect shall be determined without duplication of any costs or losses included in another Title Defect Value hereunder. For the avoidance of doubt, the Title Defect Value of a single, discrete Title Defect that affects multiple Assets shall be determined based on the proportionate aggregate amount of Allocated Values of the Closing DateAssets so affected on a Title Defect by Title Defect basis (G) Such other factors as are reasonably necessary to make a proper evaluation. (H) Notwithstanding anything herein to the contrary, as in no event shall a Title Defect Value exceed the same may be extended under the preceding sentence, or if any new "title defects" appear between the date Allocated Value of the Commitment through the Closing Date which Seller does not eliminate as of the Closing Date, Purchaser shall have the option to: 9.3.1 Close and accept the title "as is," without reduction in the Purchase Price and without claim against Seller for such title defects (except for any lien that Seller is required to cure pursuant to Section 9.2 that can be removed by the payment of money or bonding, for which credit shall be given Purchaser at the Closing unless Seller pays the same at the Closing) (and in such event, the Closing shall take place on the Closing Date); or 9.3.2 Cancel this Agreement, whereupon Escrow Agent, subject to the provisions of Section 11.3, shall return the Deposit, together with all interest earned thereon, to Purchaser, and both parties shall be released from all further obligations under this Agreement, except for those which expressly survive such termination, unless such title defects were caused by Seller's willful act or willful omission, in which event Seller shall remain liable to Purchaser for damages caused by such title defectsAsset affected thereby.

Title Defects. 9.1 If, upon review of the Title Documents, Purchaser shall have until April 21asserts the existence of any encumbrance, 1999 encroachment, defect in which to examine the Commitment and the Surveys. If Purchaser finds 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 be defectivedeemed a "Title Defect"), Purchaser shall, no later than 5:00 p.m. Eastern time on April 21, 1999, notify Seller in writing, specifying the title defect(s). If Purchaser fails to 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 title defect(s) case, on or before 5:00 p.m. Eastern time on April 21, 1999, the defects shown in the Commitment or the Surveys shall be deemed to be waived as title objections to closing this transaction. 9.2 If Purchaser has given Seller timely written notice of defect(s) and the defect(s) render the title other than as represented in this Agreement or if any new defects appear from the date of the Commitment through the Closing DateClosing. After receipt of such notice, Seller shall use commercially such efforts and expend such amount as are reasonable efforts to cause only those defects recorded after October 7, 1997 to be cured by the Closing Date. Seller agrees to remove, by payment, bonding remove or otherwise, cure any such lien (other than environmental liens) against the Property capable of removal by the payment of money or bondingTitle Defects prior to Closing. Seller shall not be obligated have no obligation, however, to (but maycure any Title Defect. If Seller elects, in its sole and absolute discretion) , to cure any other defect or Title Defect, Seller may, by written notice to buyout or settle Purchaser within five (5) days of such election but, in any other claim or lien against event, prior to the Property. At Seller's optiondate of Closing, extend the date of Closing Date may be extended for a period not up to exceed sixty thirty (6030) days for purposes of eliminating such title defects. If such additional time is reasonably required by Seller (the "Title Defect Extension") in order to attempt to cure such title defectsTitle Defect. If Seller elects to invoke the Title Defect Extension, Seller's failure Seller shall give written notice to extend Purchaser when any Title Defect is cured and Closing shall occur on the Closing Date tenth (10th) business day following the giving of such notice or such other date to which the parties may agree which shall be commercially unreasonable. 9.3 be, in any event, prior to the end of the thirty (30) day time period referenced above for Title Defect extension. If Seller does not eliminate or is unable to so remove or cure all such defects Title Defects prior to Closing, Purchaser may: (i) waive all such uncured Title Defects and accept such title as Seller is able to convey as of Closing; or (ii) terminate this Agreement and all parties shall be relieved of any further obligations hereunder. Seller shall be entitled to use and rely on the net proceeds from Closing Date, as otherwise due to the same Seller in order to cure or remove any Title Defect which may be extended under removed by payment of an ascertainable amount of money and for which the preceding sentencetitle policy will delete or affirmatively insure over the Title Defect so cured in conjunction with, and at the time of, the Closing. Purchaser agrees that any Title Defect shall be deemed cured if Seller shall cause the Title Defect to be deleted from the Title Commitment and the "Title Policy" as defined below, or if any new "Seller obtains affirmative title defects" appear between insurance protection inuring to the date of the Commitment through the Closing Date which Seller does not eliminate as of the Closing Date, Purchaser shall have the option to: 9.3.1 Close and accept the title "as is," without reduction in the Purchase Price and without claim against Seller for such title defects (except for any lien that Seller is required to cure pursuant to Section 9.2 that can be removed by the payment of money purchaser with respect thereto at or bonding, for which credit shall be given Purchaser at the Closing unless Seller pays the same at before the Closing) (and in such event, the Closing shall take place on the Closing Date); or 9.3.2 Cancel this Agreement, whereupon Escrow Agent, subject to the provisions of Section 11.3, shall return the Deposit, together with all interest earned thereon, to Purchaser, and both parties shall be released from all further obligations under this Agreement, except for those which expressly survive such termination, unless such title defects were caused by Seller's willful act or willful omission, in which event Seller shall remain liable to Purchaser for damages caused by such title defects.

Title Defects. 9.1 Purchaser 3.1.1 Prior to the Title Objections Deadline, Buyer shall have until April 21the right to object in writing to any title matters that appear on the Title Commitment, 1999 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 to examine the Commitment are not Permitted Exceptions and the Surveys. If Purchaser finds which materially adversely affect Buyer’s title to be defectivethe 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, Purchaser shalland (ii) such objection is made by Buyer within five (5) Business Days after such updated Title Commitment or Survey is received by Buyer (but, no later than 5:00 p.m. Eastern time on April 21in any event, 1999, notify Seller in writing, specifying prior to the title defect(sScheduled Closing Date). If Purchaser fails Unless Buyer is entitled to give Seller written notice of any and timely objects to such title defect(s) before 5:00 p.m. Eastern time on April 21matters, 1999, the defects shown in the Commitment or the Surveys all such title matters shall be deemed to be waived as constitute additional Permitted Exceptions. 3.1.2 With respect to any title objections that are not Required Removal Exceptions, Seller may elect to closing this transaction. 9.2 If Purchaser has given Remove any such exceptions to title and Seller timely written may notify Buyer in writing within five (5) Business Days after receipt of Buyer’s notice of defect(s) and Buyer’s title objections (but, in any event, prior to the defect(s) render the title other than as represented in this Agreement or if any new defects appear from the date of the Commitment through 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 objections. If Seller elects or is deemed to have elected not to Remove one or more of Buyer’s title objections, Seller shall use commercially reasonable efforts to cause only those defects recorded then, within five (5) Business Days after October 7, 1997 to be cured by the Closing Date. Seller agrees to remove, by payment, bonding Seller’s election or otherwise, any such lien deemed election (other than environmental liens) against the Property capable of removal by the payment of money or bonding. Seller shall not be obligated to (but maybut, in its sole and absolute discretion) cure any other defect or to buyout or settle any other claim or lien against the Property. At Seller's option, the Closing Date may be extended for a period not to exceed sixty (60) days for purposes of eliminating such title defects. If such additional time is reasonably required by Seller to cure such title defects, Seller's failure to extend the Closing Date shall be commercially unreasonable. 9.3 If Seller does not eliminate such defects as of the Closing Date, as the same may be extended under the preceding sentence, or if any new "title defects" appear between the date of the Commitment through the Closing Date which Seller does not eliminate as of the Closing Date, Purchaser shall have the option to: 9.3.1 Close and accept the title "as is," without reduction in the Purchase Price and without claim against Seller for such title defects (except for any lien that Seller is required to cure pursuant to Section 9.2 that can be removed by the payment of money or bonding, for which credit shall be given Purchaser at the Closing unless Seller pays the same at the Closing) (and in such event, prior to the Closing shall take place on the Scheduled Closing Date); or 9.3.2 Cancel , Buyer may elect in writing to either (i) terminate this Agreement, whereupon Escrow Agent, subject to the provisions of Section 11.3, shall return the Deposit, together with all interest earned thereon, to Purchaser, and both parties shall be released from all further obligations under this Agreement, except for those which expressly survive such termination, unless such title defects were caused by Seller's willful act or willful omission, in which event the Deposit shall be paid to Buyer and, thereafter, the parties shall have no further rights or obligations hereunder except for obligations which expressly survive the termination of this Agreement, or (ii) waive such title objections and proceed to Closing without any reduction of or credit against the Purchase Price. Failure of Buyer to respond in writing within such period shall be deemed an 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 in accordance with the provisions hereof, Seller shall, at Closing, Remove all Required Removal Exceptions. If Seller is unable to Remove any Required Removal Exceptions prior to the Closing (as extended as provided in Section 3.1.4, 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. 3.1.4 Seller shall remain liable be entitled to Purchaser one or more extensions of the Scheduled Closing Date (not to exceed thirty (30) days in the aggregate) to allow additional time for damages caused by such Seller to Remove any exceptions to title. Seller shall have the right to replace the Title Company with another nationally recognized title defectsinsurance 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. 9.1 Purchaser shall notify Seller in writing ten (10) days prior to the date set for closing of title of the existence of encumbrances and defects in title not excepted in this Agreement such that Seller is unable to convey good and marketable title, and Seller shall have until April 21a further period of thirty (30) days within which, 1999 in which at Seller's expense, to examine remove said encumbrances and/or to cure the Commitment defects and the SurveysClosing date shall be extended accordingly. If, at the end of said period, Seller is still unable to convey good and marketable title to the Premises free and clear of all encumbrances, liens or exceptions to title except as aforesaid, then Purchaser: (a) May elect to accept such title as Seller can convey, upon the payment of the aforesaid purchase price; or (b) May rescind this Agreement. If Purchaser finds title shall elect to be defectiverescind, Purchaser shall, no later than 5:00 p.m. Eastern time on April 21, 1999, notify Seller in writing, specifying the title defect(s). If Purchaser fails to give Seller written notice all sums paid under section 4.2 of any title defect(s) before 5:00 p.m. Eastern time on April 21, 1999, the defects shown in the Commitment or the Surveys this Agreement shall be deemed paid to be waived as title objections to closing Purchaser without interest thereon. Upon receipt of such payments by Purchaser, this transaction. 9.2 If Purchaser has given Seller timely written notice of defect(s) Agreement shall terminate and become null and void and the defect(s) render parties hereto shall be released and discharged of all further claims and obligations each to the title other than as represented in under this Agreement or if any new defects appear from with the date exception of the Commitment through the Closing Date, Seller shall use commercially reasonable efforts to cause only those defects recorded after October 7, 1997 to be cured by the Closing Date. Seller agrees to remove, by payment, bonding or otherwise, any such lien (other than environmental liens) against the Property capable obligations which survive termination of removal by the payment of money or bonding. Seller shall not be obligated to (but may, in its sole and absolute discretion) cure any other defect or to buyout or settle any other claim or lien against the Property. At Seller's option, the Closing Date may be extended for a period not to exceed sixty (60) days for purposes of eliminating such title defects. If such additional time is reasonably required by Seller to cure such title defects, Seller's failure to extend the Closing Date shall be commercially unreasonable. 9.3 If Seller does not eliminate such defects as of the Closing Date, as the same may be extended under the preceding sentence, or if any new "title defects" appear between the date of the Commitment through the Closing Date which Seller does not eliminate as of the Closing Date, Purchaser shall have the option to: 9.3.1 Close and accept the title "as is," without reduction in the Purchase Price and without claim against Seller for such title defects (except for any lien that Seller is required to cure pursuant to Section 9.2 that can be removed by the payment of money or bonding, for which credit shall be given Purchaser at the Closing unless Seller pays the same at the Closing) (and in such event, the Closing shall take place on the Closing Date); or 9.3.2 Cancel this Agreement, whereupon Escrow Agentincluding but not limited to indemnification obligations. Nothing herein shall be construed as releasing either party from indemnification obligations which survive termination of this Agreement. It is understood and agreed that the title herein required to be furnished by Sellers shall be marketable and the marketability thereof shall be determined in accordance with the Standards of the Title of the Connecticut Bar Association in force at the time any title issue is raised. It is also agreed that any and all defects in or encumbrances against the title, subject to which come within the provisions scope of Section 11.3said Title standards, shall return not constitute a valid objection on the Depositpart of the Purchaser if such standards do not so provide; provided, together with all interest earned thereon, to Purchaser, and both parties shall Seller furnishes any affidavits or other instruments which may be released from all further obligations under this Agreement, except for those which expressly survive such termination, unless such title defects were caused required by Seller's willful act or willful omission, in which event Seller shall remain liable to Purchaser for damages caused by such title defectsthe applicable standards.

Title Defects. 9.1 Purchaser shall have until April 21If any Title Commitment or Survey discloses any (i) mortgages, 1999 in which to examine 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 Commitment future use or operation of a Property as a Sears brand retail store, including, without limitation, the sale of consumables and the Surveys. If Purchaser finds title to be defectivetransactional merchandise (a "MATERIAL TITLE DEFECT"), Purchaser shall, no later than 5:00 p.m. Eastern time on April 21, 1999, notify Seller in writing, specifying the title defect(s). If Purchaser fails to give Seller written notice of any title defect(s) before 5:00 p.m. Eastern time on April 21, 1999, the defects shown in the Commitment or the Surveys shall be deemed to be waived as title objections to closing this transaction. 9.2 If Purchaser has given Seller timely written notice of defect(s) and the defect(s) render the title other than as represented in this Agreement or if any new defects appear from the date of the Commitment through the Closing Date, Seller shall use commercially reasonable efforts to cause only those defects recorded notify Seller in writing of such Material Title Defect within ten (10) days after October 7Purchaser's receipt of a Title Commitment and Survey for a Property, 1997 to be cured by but in no event later than forty five (45) days after the Closing Date. Seller agrees to removeEffective Date (the "TITLE REVIEW PERIOD"), by payment, bonding or otherwise, any such lien (other than environmental liens) against the Property capable of removal by the payment of money or bonding. and Seller shall not be obligated have ten (10) days from the receipt of Purchaser's notice ("SELLER'S TITLE CURE ELECTION PERIOD") to elect whether to have the Material Title Defect removed or cured (but may, in its sole and absolute discretion) cure any other defect or to buyout or settle any other claim or lien against commit to do the Propertysame), to the reasonable satisfaction of Purchaser. At In the event Seller elects, within Seller's optionTitle Cure Election Period, the Closing Date may be extended for a period not to exceed sixty (60) days for purposes of eliminating such title defects. If such additional time is reasonably required by Seller to remove or cure such title defects, Seller's failure to extend the Closing Date shall be commercially unreasonable. 9.3 If Seller does not eliminate such defects as of the Closing Date, as the same may be extended under the preceding sentence, or if any new "title defects" appear between the date of the Commitment through the Closing Date which Seller does not eliminate as of the Closing DateMaterial Title Defect, Purchaser shall have the option to: 9.3.1 Close option, within ten (10) days after the expiration of Seller's Title Cure Election Period, to either (i) waive such Material Title Defect and accept the title "as is," without reduction in the Purchase Price and without claim against Seller proceed to Closing for such title defects (except for any lien that Seller is required to cure pursuant to Section 9.2 that can be removed by the payment of money or bonding, for which credit shall be given Purchaser at the Closing unless Seller pays the same at the Closing) (and Property in such event, the Closing shall take place on the Closing Date); or 9.3.2 Cancel accordance with this Agreement, whereupon Escrow Agent, subject or (ii) elect not to the provisions of Section 11.3, shall return the Deposit, together with all interest earned thereon, to Purchaser, acquire such Property and both parties shall be released from all further obligations under this Agreement, except for those which expressly survive such termination, unless such title defects were caused by Seller's willful act or willful omissionrelated 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 remain liable 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 damages caused 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 and described in this clause (ii) if the aggregate amount of such liens exceeds five percent (5%) of the Purchase Price allocated to such Property, and if Seller so elects not to remove and discharge such 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 reduced by such title defectsfive percent (5%).

Title Defects. 9.1 Purchaser 4.2.1 Buyer’s Objections to Title; Seller’s Obligations and Rights. (a) Prior to the expiration of the Due Diligence Period, Buyer shall have until April 21the right to object in writing to any title matters that appear on the Title Commitment, 1999 in which the Survey, and any supplemental title reports or updates to examine the Title Commitment and the Surveys. If Purchaser finds title to be defective, Purchaser shall, no later than 5:00 p.m. Eastern time on April 21, 1999, notify Seller in writing, specifying the title defect(s(whether or not such matters constitute Permitted Exceptions). If Purchaser fails In addition, after the expiration of the Due Diligence Period, Buyer shall have the right to give Seller written notice of object in writing to any title defect(s) before 5:00 p.m. Eastern time matters which are not Permitted Exceptions that may first appear on April 21, 1999, any supplemental title reports or updates to the defects shown in the Title Commitment or Survey issued after the Surveys expiration of the Due Diligence Period so long as such objection is made by Buyer within five (5) business days after Buyer becomes aware of the same (but, in any event, prior to the Closing Date). Unless Buyer is entitled to and timely objects to such title matters, all such title matters shall be deemed to be waived as title objections to closing this transactionconstitute additional Permitted Exceptions. 9.2 If Purchaser has given (b) To the extent that any Title Objections do not constitute Required Exceptions, Seller timely written may elect (but shall not be obligated) to Remove or cause to 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 defect(s) and the defect(s) render the title other than as represented Title Objections (but, in this Agreement or if any new defects appear from the date of the Commitment through event, prior to the 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 such Title Objections. Any Title Objection that Seller elects in writing to Remove shall be deemed a Required Exception. If Seller elects not to Remove one or more Title Objections, Seller shall use commercially reasonable efforts then, within five (5) business days after Seller’s election (but, in any event, prior to cause only those defects recorded after October 7, 1997 to be cured by the Closing Date), Buyer may elect in writing to either (i) terminate this Agreement, in which event the Deposit shall be paid to Buyer and, thereafter, the parties shall have no further rights or obligations hereunder except for obligations which expressly survive the termination of this Agreement, or (ii) waive such Title Objections and proceed to Closing. Failure of Buyer to respond in writing within such period shall be deemed an election by Buyer to waive such Title Objections and proceed to Closing. Any such Title Objection so waived (or deemed waived) by Buyer shall be deemed to 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 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 agrees may use any portion of the Purchase Price to remove, by payment, bonding or otherwise, satisfy any such lien (other than environmental liens) against the Property capable of removal by the payment of money or bonding. Seller shall not be obligated to (but may, in its sole and absolute discretion) cure any other defect or to buyout or settle any other claim or lien against the Property. At Seller's option, the Closing Date may be extended for a period not to exceed sixty (60) days for purposes of eliminating such title defects. If such additional time is reasonably required by Seller to cure such title defects, Seller's failure to extend the Closing Date shall be commercially unreasonable. 9.3 If Seller does not eliminate such defects Required Exceptions that exist as of the Closing Date, as provided Seller shall cause the same may be extended under Title Company to Remove the preceding sentence, or if any new "title defects" appear between the date of the Commitment through the Closing Date which Seller does not eliminate as of the Closing Date, Purchaser shall have the option to: 9.3.1 Close and accept the title "as is," without reduction in the Purchase Price and without claim against Seller for such title defects (except for any lien that same. If Seller is required unable to cure pursuant Remove any Required Exceptions prior to Section 9.2 that can be removed by the payment of money or bonding, for which credit shall be given Purchaser at the Closing unless Seller pays the same at the Closing, Buyer may at Closing elect to either (a) (and in such event, the Closing shall take place on the Closing Date); or 9.3.2 Cancel terminate this Agreement, whereupon Escrow Agent, subject to the provisions of Section 11.3, shall return the Deposit, together with all interest earned thereon, to Purchaser, and both parties shall be released from all further obligations under this Agreement, except for those which expressly survive such termination, unless such title defects were caused by Seller's willful act or willful omission, in which event the Deposit shall be paid to Buyer and, thereafter, the parties shall have no further rights or obligations hereunder except for obligations which expressly survive the termination of this Agreement, or (b) accept such exceptions to title and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price. Seller shall remain liable have the right to Purchaser replace the Title Company with another nationally recognized title insurance company if the Title Company fails or refuses to Remove any exceptions to title that Seller elects or is required to Remove. (d) Seller shall be entitled to a reasonable adjournment of the Closing (not to exceed fifteen (15) days) for damages caused by such title defectsthe purpose of the Removal of any exceptions to title.

Title Defects. 9.1 A. The Purchaser shall have until April 21, 1999 in which to examine conduct its review of the Commitment and the Surveys. If Purchaser finds Vendor's title to be defective, Purchaser shall, no the Assets with reasonable diligence. Not later than 5:00 p.m. Eastern time on April 21three (3) days prior to the Closing Date, 1999, notify Seller in writing, specifying the title defect(s). If Purchaser fails to shall give Seller the Vendor written notice of any title defect(s) before 5:00 p.m. Eastern time on April 21, 1999the Title Defects which the Purchaser does not waive. Such notice shall include a description of each Title Defect and the interests affected thereby, the defects shown Purchaser's requirements for the rectification thereof, the value allocated by Purchaser acting reasonably to each affected interest and the amount, in Purchaser's opinion, acting reasonably, by which the Commitment value of each affected interest has been reduced by the defect or omission. The Vendor shall thereupon diligently make reasonable efforts to cure such Title Defects not later than one (1) day prior to the Surveys Closing Date. Failure to include a defect or omission in a written notice shall be deemed to be waived as title objections to closing a waiver of such defect or omission for the purposes of this transactionArticle 8. 9.2 If B. Insofar as the Title Defects described in the Purchaser's notice have not been cured to the Purchaser's reasonable satisfaction, but subject to clause 10.4 with respect to prior third party rights and required consents, the Purchaser has given Seller timely written notice of defect(s) and the defect(s) render the title other than as represented in this Agreement may elect at or if any new defects appear from the date of the Commitment through the Closing Date, Seller shall use commercially reasonable efforts to cause only those defects recorded after October 7, 1997 to be cured by the Closing Date. Seller agrees to remove, by payment, bonding or otherwise, any such lien (other than environmental liens) against the Property capable of removal by the payment of money or bonding. Seller shall not be obligated to (but may, in its sole and absolute discretion) cure any other defect or to buyout or settle any other claim or lien against the Property. At Seller's option, before the Closing Date may be extended for a period not by written notice to exceed sixty the Vendor, to do one of the following: (60a) days for purposes of eliminating such title defects. If such additional time is reasonably required by Seller to cure such title defects, Seller's failure to extend delay the Closing Date shall be commercially unreasonable.to such later date as is agreed between the Parties, so as to provide the Vendor with additional time to cure the remaining Title Defects; 9.3 If Seller does not eliminate (b) waive such defects as uncured Title Defects and proceed with Closing; or (c) where the cumulative amount by which the value of the Closing Dateaffected interests has been reduced is, as the same may be extended under the preceding sentencein Purchaser's opinion acting reasonably, 5% or if any new "title defects" appear between the date more of the Commitment through Purchase Price, in addition to the elections set out in Subclause 8.2 B(a) and (b), Vendor or Purchaser may terminate this Agreement upon written notice to the other, and the Parties shall have no further obligation to each other hereunder, except for obligations arising pursuant to Article 11. However, failure of the Purchaser to make an election at or before the Closing Date which Seller does not eliminate as of the Closing Date, Purchaser shall have the option to: 9.3.1 Close and accept the title "as is," without reduction in the Purchase Price and without claim against Seller for such title defects (except for any lien that Seller is required to cure pursuant to Section 9.2 that can Subclause 8.2B shall be removed deemed to be an election by the payment Purchaser pursuant to Paragraph (b) of money or bonding, for which credit shall be given Purchaser at the Closing unless Seller pays the same at the Closing) (and in such event, the Closing shall take place on the Closing Date); or 9.3.2 Cancel this Agreement, whereupon Escrow Agent, subject to the provisions of Section 11.3, shall return the Deposit, together with all interest earned thereon, to Purchaser, and both parties shall be released from all further obligations under this Agreement, except for those which expressly survive such termination, unless such title defects were caused by Seller's willful act or willful omission, in which event Seller shall remain liable to Purchaser for damages caused by such title defectsSubclause.

Title Defects. 9.1 No later than thirty (30) days after the Effective Date of this Agreement, Purchaser shall have until April 21furnish 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”), 1999 in which if any, together with a statement specifying its objections to examine any matters disclosed by the Commitment and the Surveys. If Purchaser finds title to be defective, Purchaser shall, no later than 5:00 p.m. Eastern time on April 21, 1999, notify Seller in writing, specifying the title defect(s). If Purchaser fails to give Seller written notice of any title defect(s) before 5:00 p.m. Eastern time on April 21, 1999, the defects shown in the Title Commitment or the Surveys shall be deemed to be waived as title objections to closing this transaction. 9.2 If Purchaser has given Seller timely written notice of defect(s) and the defect(s) render the title Updated Survey other than as represented in this Agreement or if any new defects appear from the date of the Commitment through the Closing Date, Seller shall use commercially reasonable efforts to cause only those defects recorded after October 7, 1997 to be cured by the Closing Date. Seller agrees to remove, by payment, bonding or otherwise, any such lien Permitted Exceptions (other than environmental liens) against the Property capable of removal by the payment of money or bonding“Purchaser’s Statement”). Seller shall not be obligated notify Purchaser within three (3) 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 (but mayremove each financial encumbrance such as a mortgage, in its sole and absolute discretion) cure judgment, lien for delinquent real estate taxes, attachment, mechanic’s lien, or any other defect monetary lien or to buyout encumbrance of a definite or settle any other claim or lien against the Property. At Seller's option, the Closing Date 141250808.5 ascertainable amount which may be extended for a period not to exceed sixty (60) days for purposes of eliminating such title defects. If such additional time is reasonably required by Seller to cure such title defects, Seller's failure to extend the Closing Date shall be commercially unreasonable. 9.3 If Seller does not eliminate such defects as of the Closing Date, as the same may be extended under the preceding sentence, or if any new "title defects" appear between the date of the Commitment through the Closing Date which Seller does not eliminate as of the Closing Date, Purchaser shall have the option to: 9.3.1 Close and accept the title "as is," without reduction in the Purchase Price and without claim against Seller for such title defects (except for any lien that Seller is required to cure pursuant to Section 9.2 that can be removed by the payment of money (not to exceed Xxxxxx’s net proceeds from the Closing of the HQ Parcel pursuant to the HQ AOS) which is revealed by the Title Commitment (a “Mandatory Discharge Item”) or bondingtake such other action that shall allow Title Insurer to omit the same as exceptions. If Seller fails to respond to Purchaser’s Statement within said three (3) business day period, for which credit Seller will be deemed to have elected not to remove the defects set forth in Purchaser’s Statement (other than the Mandatory Discharge Items). If Seller does not timely agree to cure any such defects (other than the Mandatory Discharge Items), Purchaser shall have the right, by written notice given to Seller and Escrow Agent within ten (10) days after the first to occur of Purchaser’s receipt of Seller’s response to Purchaser’s Statement and the expiration of the aforementioned three (3) business day response period, either to (i) waive the defects and close title without abatement or reduction of the Price (and each such waived defect shall be given Purchaser at the Closing unless Seller pays the same at the Closingdeemed a Permitted Exception), or (ii) (and in such event, the Closing shall take place on the Closing Date); or 9.3.2 Cancel terminate this Agreement. Upon such termination, whereupon Escrow Agent, subject to all rights and obligations of the provisions of Section 11.3, shall return the Deposit, together with all interest earned thereon, to Purchaser, and both respective parties hereunder shall be released from all further obligations under this Agreementnull and void, except for those which rights and obligations that expressly survive such terminationthe termination of this Agreement. If Purchaser fails to select either option, unless such title defects were caused by Seller's willful act or willful omission, in which event Seller then Purchaser shall remain liable be deemed to have elected option (i). Purchaser for damages caused by such title defectshereby 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. 9.1 Seller shall convey and Purchaser shall accept such title 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 Company's report. Prior to Closing, Seller shall cause all historical designations set forth on the 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 until April 21the option, 1999 in which at its sole discretion, to examine satisfy Purchaser's timely objections to title, other than the Commitment and the SurveysPermitted Encumbrances, prior to Closing. If Purchaser finds title Seller elects not to be defectivesatisfy such objections, Purchaser shall, no later than 5:00 p.m. Eastern time on April 21, 1999, notify then Seller in writing, specifying the title defect(s). If Purchaser fails to give Seller must deliver written notice of such election to 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 as Seller is able to convey (other than items arising after the date of the Title Report) without reduction in the Purchase Price, or (ii) terminate this Contract by giving written notice to Seller on or before the thirtieth (30th) day following receipt of Seller's notice that it will not satisfy the objections, in which event the Downpayment shall be returned to Purchaser and the parties hereto shall be released of any title defect(s) before 5:00 p.m. Eastern time on April 21, 1999further liability hereunder. If Seller elects to satisfy such objections, the defects shown Seller shall, at Seller's option, be entitled to an adjournment, if necessary, not to exceed 60 days in the Commitment aggregate from the date set for the Closing, for the purpose of removing such defect, lien or encumbrance. However, any action taken by the Surveys 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 claim for damages against the other. However, Purchaser may, if Purchaser shall so elect in Purchaser's sole discretion, accept such title as Seller is able to convey and shall pay the full Purchase Price. Notwithstanding anything to the contrary set forth herein, no lien or encumbrance against the Premises arising out of any action or inaction of Purchaser, or any of its agents, contractors, subcontractors, vendors, assignees, employees or invitees shall be deemed to be waived as an objection to title objections to closing this transaction. 9.2 If Purchaser has given Seller timely written notice of defect(s) and the defect(s) render the title other than as represented in this Agreement or if any new defects appear from the date of the Commitment through the Closing Date, Seller shall use commercially reasonable efforts to cause only those defects recorded after October 7, 1997 to be cured by the Closing Date. Seller agrees to remove, by payment, bonding or otherwise, any such lien (other than environmental liens) against the Property capable of removal by the payment of money or bonding. Seller shall not be obligated to (but may, in its sole and absolute discretion) cure any other defect or to buyout or settle any other claim or lien against the Property. At Seller's option, the Closing Date may be extended for a period not to exceed sixty (60) days for purposes of eliminating such render title defects. If such additional time is reasonably required by Seller to cure such title defects, Seller's failure to extend the Closing Date shall be commercially unreasonable. 9.3 If Seller does not eliminate such defects as of the Closing Date, as the same may be extended under the preceding sentence, or if any new "title defects" appear between the date of the Commitment through the Closing Date which Seller does not eliminate as of the Closing Date, uninsurable and Purchaser shall have purchase the option to: 9.3.1 Close and accept the title "as is," Premises subject to same without reduction in the Purchase Price 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 without claim against Seller for 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 Encumbrances arise from and after the date of the original Title Report, such title defects (except for any lien that Seller is required to cure pursuant to Section 9.2 that can be removed by the payment of money or bonding, for which credit shall be given Purchaser at the Closing unless Seller pays the same at the Closing) (and in such event, the Closing shall take place on the Closing Date); or 9.3.2 Cancel this Agreement, whereupon Escrow Agent, subject to the provisions of Section 11.3, shall return the Deposit, together with all interest earned thereon, to Purchaser, and both parties shall be released from all further obligations under this Agreement, except for those which expressly survive such termination, unless deemed title defects as if such title defects were caused by Seller's willful act or willful omissionset 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 which event Seller shall remain liable to Purchaser for damages caused by such title defectsthe original Title Report.

Title Defects. 9.1 Purchaser No later than five (5) 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 until April 21, 1999 in five (5) days within which to examine the Commitment notify Buyer whether such Seller intends to cure such Title Defects, and the Surveysfailure 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 Purchaser finds title to be defective, Purchaser shall, no later than 5:00 p.m. Eastern time on April 21, 1999, notify Seller in writing, specifying the title defect(s). If Purchaser fails to give Seller written Buyer does not deliver such notice of Title Defects or does not do so timely, or does not list any particular title defect(s) before 5:00 p.m. Eastern time on April 21objection, 1999in each instance other than Mandatory Cure Items that Seller is obligated to remove at or prior to Closing, the defects shown in the Commitment or the Surveys then Buyer shall be deemed to be have waived as title any and all objections to closing this transaction. 9.2 If Purchaser has given Seller timely written 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 of defect(s) (and the defect(s) render the title all such matters not so expressly identified, other than as represented in this Agreement Mandatory Cure Items, shall become Permitted Exceptions). If a Seller notifies, or if is deemed to have notified, Buyer of its intention not to cure any new defects appear Title Defects with respect to such Seller’s Individual Property, then Buyer shall have five (5) days from the date of such Seller’s notification (or the Commitment through date such Seller is deemed to have notified Buyer) to notify Sellers of its decision whether to (a) take title to the Closing DateIndividual Property as such Seller may give (i.e., Seller waive the Title Defect), without abatement of the Purchase Price, or (b) terminate this Agreement with respect to all of the Property and all Sellers, and in the latter event, the Deposit shall use commercially reasonable efforts be promptly returned to cause only those defects recorded after October 7, 1997 to be cured by the Closing DateBuyer and this Agreement shall terminate. If a Seller agrees to remove, by payment, bonding or otherwise, any such lien (other than environmental liens) against the Property capable of removal by the payment of money or bonding. Seller shall not be obligated to (but may, in its sole and absolute discretion) cure any other defect or Title Defects with respect to buyout or settle any other claim or lien against the Property. At such Seller's option, the Closing Date may be extended for a period not to exceed sixty (60) days for purposes of eliminating ’s Individual Property and such title defects. If such additional time is reasonably required by Seller to cure such title defects, Seller's failure to extend the Closing Date shall be commercially unreasonable. 9.3 If Seller does not eliminate such defects as of the Closing Date, as the same may be extended under the preceding sentence, or if any new "title defects" appear between the date of the Commitment through the Closing Date which Seller does not eliminate as of the Closing Date, Purchaser shall have the option to: 9.3.1 Close and accept the title "as is," without reduction in the Purchase Price and without claim against Seller for such title defects (except for any lien that Seller is required to cure pursuant to Section 9.2 that can be removed by the payment of money or bonding, for which credit shall be given Purchaser at the Closing unless Seller pays the same at the Closing) (and in such event, the Closing shall take place on the Closing Date); or 9.3.2 Cancel this Agreement, whereupon Escrow Agent, subject to the provisions of Section 11.3, shall return the Deposit, together with all interest earned thereon, to Purchaser, and both parties shall be released from all further obligations under this Agreement, except for those which expressly survive such termination, unless such title defects were caused by Seller's willful act or willful omission, in which event Seller shall remain liable to Purchaser for damages caused by such title defects.Title

Title Defects. 9.1 (i) Purchaser shall conduct, at its own cost and expense, such title search of the Property 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 Cure Period") 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 Title Cure Period at a time when Owner shall have failed to remedy any defect in title, Purchaser shall have until April 21a period of ten (10) days to elect in writing (the "Purchaser's Election Notice") either (a) to accept that title which Owner is able to convey, 1999 or (b) to terminate this Agreement, in which event the Deposit shall be returned to examine the Commitment Purchaser, and the Surveys. If Purchaser finds title to this Agreement shall thereafter become null and void and all parties hereto shall be defectivereleased from any liability hereunder, Purchaser shall, no later than 5:00 p.m. Eastern time on April 21, 1999, notify Seller except any liability which expressly survives such termination as set forth in writing, specifying the title defect(s)this Agreement. If Purchaser fails to give Seller written notice of any title defect(sdeliver to Owner the Purchaser's Election Notice during such ten (10) before 5:00 p.m. Eastern time on April 21day period, 1999, the defects shown in the Commitment or the Surveys then Purchaser shall be deemed to be waived as title objections have elected to closing this transactionproceed with its purchase of the Property. 9.2 (ii) If Purchaser has given Seller timely written notice notifies Owner of its election to accept title with any such defect(s) and the defect(swithin such ten (10) render the title other than as represented in this Agreement or if any new defects appear from the date of the Commitment through the Closing Dateday period, Seller shall use commercially reasonable efforts to cause only those defects recorded after October 7, 1997 to be cured by the Closing Date. Seller agrees to remove, by payment, bonding or otherwise, any such lien (other than environmental liens) against the Property capable of removal by the payment of money or bonding. Seller shall not be obligated to (but may, in its sole and absolute discretion) cure any other defect or to buyout or settle any other claim or lien against the Property. At Seller's option, the Closing Date may be extended for a period not to exceed sixty (60) days for purposes of eliminating such title defects. If such additional time is reasonably required by Seller to cure such title defects, Seller's failure to extend then the Closing Date shall be commercially unreasonable. 9.3 If Seller does not eliminate such defects as the later of the Closing Date, as the same may be extended under the preceding sentenceDate specified in Section 3, or if any new "title defects" appear between the date fifteen (15) days after Owner's receipt of the Commitment through Purchaser's Election Notice. (iii) If Owner remedies the defect specified in the Purchaser's Election Notice before the expiration of the Title Cure Period, then the Closing Date which Seller does not eliminate as shall be the later of the Closing Date, Date specified in Section 3 or fifteen (15) days after Owner delivers to Purchaser shall have the option to: 9.3.1 Close and accept the title "as is," without reduction in the Purchase Price and without claim against Seller for written notice that such title defects (except for any lien that Seller is required to cure pursuant to Section 9.2 that can be removed by the payment of money or bonding, for which credit shall be given Purchaser at the Closing unless Seller pays the same at the Closing) (and in such event, the Closing shall take place on the Closing Date); or 9.3.2 Cancel this Agreement, whereupon Escrow Agent, subject to the provisions of Section 11.3, shall return the Deposit, together with all interest earned thereon, to Purchaser, and both parties shall be released from all further obligations under this Agreement, except for those which expressly survive such termination, unless such title defects were caused by Seller's willful act or willful omission, in which event Seller shall remain liable to Purchaser for damages caused by such title defectsdefect has been remedied.

Title Defects. 9.1 Purchaser (a) BUYER shall have until April 21, 1999 in which to examine the Commitment and the Surveys. If Purchaser finds title to be defective, Purchaser shall, no later than 5:00 p.m. Eastern time on April 21, 1999, notify Seller in writing, specifying the title defect(s). If Purchaser fails to give Seller written notice a period of any title defect(sforty-five (45) before 5:00 p.m. Eastern time on April 21, 1999, the defects shown in the Commitment or the Surveys shall be deemed to be waived as title objections to closing this transaction. 9.2 If Purchaser has given Seller timely written notice of defect(s) and the defect(s) render the title other than as represented in this Agreement or if any new defects appear days from the date of this Agreement to examine title to the Commitment through Assets. If in the Closing Datecourse of such examination, Seller shall use commercially reasonable efforts to cause only those defects recorded after October 7, 1997 to be cured by the Closing Date. Seller agrees to remove, by payment, bonding or otherwise, BUYER discovers any such lien Title Defects (other than environmental liensany matter described in an Exception Schedule), it may provide DEFS with a Title Defect Notice with respect to such Title Defect prior to the Notice Deadline. (b) against the Property capable of removal With respect to Title Defects that are described in a Title Defect Notice delivered to DEFS by the payment Title Notice Deadline, DEFS shall, in its sole discretion, elect either one of money the following by written notice prior to the Closing: (i) Agree to cure the Title Defect at its sole cost, risk and expense in accordance with the Cost Effective Title Remedy before or bonding. Seller shall not be obligated to (but after the Closing, and may, in its sole and absolute discretion) cure any other defect or to buyout or settle any other claim or lien against the Property. At Seller's option, the Closing Date may be extended for a period not to exceed sixty (60) days for purposes of eliminating such title defects. If such additional time is reasonably required by Seller to cure such title defects, Seller's failure to extend the Closing Date shall be commercially unreasonable.for up to 45 days in order to effect such cure prior to Closing; or 9.3 If Seller does not eliminate such defects (ii) Agree to pay to BUYER an amount for a Title Defect equal to the Title Corrective Cost thereof as of agreed to between DEFS and BUYER; provided that if the Closing Date, as the same may be extended under the preceding sentence, or if any new "title defects" appear between the date of the Commitment through the Closing Date which Seller does not eliminate as of the Closing Date, Purchaser shall have the option to: 9.3.1 Close and accept the title "as is," without reduction in the Purchase Price and without claim against Seller for such title defects (except for any lien that Seller is required Parties are unable to cure pursuant to Section 9.2 that can be removed by the payment of money or bonding, for which credit shall be given Purchaser at the Closing unless Seller pays the same at the Closing) (and in such eventagree, the Closing shall take place on the Closing Date); or 9.3.2 Cancel this Agreement, whereupon Escrow Agent, subject occur and such amount shall be determined by arbitration pursuant to the provisions of procedure in Section 11.312.8. (c) Notwithstanding anything in this Section 7.5 to the contrary, BUYER shall return the Deposit, together with all interest earned thereon, not be entitled to Purchaser, and both parties shall be released from all further obligations assert any Title Defect under this Agreement, except for those which expressly survive such terminationand hereby waives all Claims against DEFS in respect of any Title Defects, unless the Claim is timely made in accordance with the provisions of this Section 7.5 and then only to the extent that the Title Corrective Costs with respect to all such Title Defects exceed $100,000 in the aggregate. The provisions of this Section 7.5(c) shall not apply to Claims made in respect of DEFS' special warranty of title defects were caused described in Section 2.1 and contained in each xxxx of sale or other conveyance document transferring or conveying the Assets to BUYER. (d) In connection with any Title Defect that DEFS is required to cure, (i) BUYER shall make available, and DEFS shall have the right, from time to time, to review, all title reports and records relating to such Title Defect, and (ii) BUYER shall in good faith fully cooperate with DEFS with respect thereto. DEFS' cure of such defect shall be evidenced by SellerDEFS delivery of written notice to BUYER that the Title Defect has been cured, and if BUYER disputes that any such Title Defect has been properly cured and the Parties are unable to reach agreement with respect thereto, such matter shall be submitted to arbitration in accordance with Section 12.8. (e) Except as a result of the special warranty of title described in Section 2.1 and contained in each xxxx of sale or other conveyance document transferring or conveying the Assets to BUYER and DEFS' indemnity obligations under Section 11.2(e) (which shall not be limited by the provisions of this Section 7.5), this Section 7.5 sets forth BUYER's willful act sole and exclusive remedy with respect to Title Defects or willful omission, in which event Seller shall remain liable to Purchaser for damages caused by such any other title defectsconditions or other title matters affecting the Assets.

Title Defects. 9.1 Purchaser (a) Buyer hereby confirms receipt of: (y) Seller’s Title Policy and (z) the Survey. From and after the Effective Date, Buyer shall have until April 21, 1999 the right to object in writing to any title and/or survey matters which to examine the Commitment are not Permitted Exceptions and the Surveys. If Purchaser finds which materially adversely affect title to be defectiveor the marketability of the Real Property (as reasonably determined by Buyer in good faith) if such objection is made to Seller by written notice from Buyer within five (5) Business Days after Buyer becomes aware of such matters (but, Purchaser shallin any event, no later than 5:00 p.m. Eastern time on April 21prior to the Scheduled Closing Date) (each such written notice, 1999, notify Seller a “Buyer Objection Notice” and each such matter to which Buyer objects in writing, specifying the title defect(san “Objectionable Matter”). If Purchaser fails Unless Buyer is entitled to give Seller written notice of any and timely objects to such title defect(s) before 5:00 p.m. Eastern time on April 21matters (other than Required Removal Exceptions), 1999, the defects shown in the Commitment or the Surveys all such title matters shall be deemed to be waived as title objections to closing this transactionconstitute additional Permitted Exceptions. 9.2 (b) If Purchaser has given Seller timely written notice of defect(s) and the defect(s) render the title other than as represented in this Agreement or if any new defects appear from is not terminated by Buyer in accordance with the date of the Commitment through the Closing Dateprovisions hereof, Seller shall use commercially reasonable efforts to cause only those defects recorded after October 7shall, 1997 to be cured by the Closing Date. Seller agrees to removeat Closing, by payment, bonding or otherwise, any such lien (other than environmental liens) against the Property capable of removal by the payment of money or bonding. Seller shall not be obligated to (but may, in its sole and absolute discretion) cure any other defect or to buyout or settle any other claim or lien against the Property. At Seller's option, the Closing Date may be extended for a period not to exceed sixty (60) days for purposes of eliminating such title defectsRemove all Required Removal Exceptions. If such additional time Seller is reasonably required by Seller unable to cure such title defectsRemove any Required Removal Exceptions prior to the Closing, Seller's failure Buyer may at Closing elect to extend the Closing Date shall be commercially unreasonable. 9.3 If Seller does not eliminate such defects as of the Closing Date, as the same may be extended either (i) exercise Buyer’s rights under the preceding sentenceSection 9.2, or if any new "(ii) accept such exceptions to title defects" appear between the date of the Commitment through the Closing Date which Seller does not eliminate as of the Closing Date, Purchaser shall have the option to: 9.3.1 Close and accept the title "as is," without reduction in the Purchase Price and without claim against Seller for such title defects (except for any lien that Seller is required to cure pursuant to Section 9.2 that can be removed by the payment of money or bonding, for which credit shall be given Purchaser at the Closing unless Seller pays the same at the Closing) (and in such event, the Closing shall take place on occur as herein provided without any reduction of or credit against the Purchase Price. (c) With respect to any Objectionable Matter that is not a Required Removal Exception, Seller may elect to 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 is deemed to have elected not to Remove one or more of such Objectionable Matters, then, within five (5) Business Days after Seller’s election or deemed election (but, in any event, prior to the Scheduled Closing Date); or 9.3.2 Cancel , Buyer may elect in writing to either (i) terminate this Agreement, whereupon Escrow Agent, subject to the provisions of Section 11.3, shall return the Deposit, together with all interest earned thereon, to Purchaser, and both parties shall be released from all further obligations under this Agreement, except for those which expressly survive such termination, unless such title defects were caused by Seller's willful act or willful omission, in which event the Deposit shall be paid to Buyer and, thereafter, the parties shall have no further rights or obligations hereunder except for obligations which expressly survive the termination of this Agreement, or (ii) waive such Objectionable Matters and proceed to Closing without any reduction of or credit against the Purchase Price. Failure of Buyer to respond in writing within such period shall be deemed an election by Buyer to waive such Objectionable Matters and proceed to Closing. Any such Objectionable Matter so waived (or deemed waived) by Buyer shall constitute a Permitted Exception. (d) Seller shall remain liable be entitled to Purchaser 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 damages caused by such the purpose of the Removal of any Objectionable Matter. Seller shall have the right to replace the Title Company with another nationally recognized title defectsinsurance 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. 9.1 (a) Any review of the Seller's title to the Assets shall be undertaken by the Purchaser with reasonable diligence. Not later than five (5) days prior to the Closing Date, the Purchaser shall have until April 21, 1999 in which to examine give the Commitment and the Surveys. If Purchaser finds title to be defective, Purchaser shall, no later than 5:00 p.m. Eastern time on April 21, 1999, notify Seller in writing, specifying the title defect(s). If Purchaser fails to give Seller written notice of any title defect(s) before 5:00 p.m. Eastern time on April 21, 1999the Title Defects which the Purchaser does not waive. Such notice shall specify such Title Defects in reasonable detail, the defects shown Assets directly affected thereby (the "Affected Assets") and the Purchaser's requirements for the rectification or curing thereof. The Seller shall thereupon diligently make reasonable efforts to cure such Title Defects not later than two (2) days prior to the Closing Date. (b) Insofar as the Title Defects described in the Commitment Purchaser's notice have not been cured to the Purchaser's reasonable satisfaction, but subject to Clause 9.5 with respect to preferential purchase rights and required consents, the Purchaser may elect, on or before the Surveys Closing Date by written notice to the Seller, to do one of the following: (i) delay the Closing Date to such later date as is agreed by the Parties, so as to provide the Seller with additional time to cure the remaining Title Defects; (ii) waive such uncured Title Defects and proceed with Closing; (iii) proceed only with the purchase of only those Assets not directly affected by the Title Defects which have not been waived by the Purchaser (the "Unaffected Assets"), in which case the Purchase Price shall be reduced by the portion of the Purchase Price applicable (as of the Effective Date) to the Affected Assets, by agreement of the Parties, or by Article 12; or (iv) terminate this Agreement, if the portion of the Purchase Price applicable to the Affected Assets is ten percent (10%) or more of the Purchase Price, by agreement of the Parties, or by Article 12, as the case may be. However, failure of the Purchaser to make such election at or before the Closing Date shall be deemed to be waived as title objections an election pursuant to closing Paragraph (ii) of this transactionSubclause 4.2(b). 9.2 If Purchaser has given Seller timely written notice (c) In the event that the portion of defect(s) and the defect(s) render the title other than as represented in this Agreement or if any new defects appear from the date of the Commitment through the Closing Date, Seller shall use commercially reasonable efforts to cause only those defects recorded after October 7, 1997 to be cured by the Closing Date. Seller agrees to remove, by payment, bonding or otherwise, any such lien (other than environmental liens) against the Property capable of removal by the payment of money or bonding. Seller shall not be obligated to (but may, in its sole and absolute discretion) cure any other defect or to buyout or settle any other claim or lien against the Property. At Seller's option, the Closing Date may be extended for a period not to exceed sixty (60) days for purposes of eliminating such title defects. If such additional time is reasonably required by Seller to cure such title defects, Seller's failure to extend the Closing Date shall be commercially unreasonable. 9.3 If Seller does not eliminate such defects as of the Closing Date, as the same may be extended under the preceding sentence, or if any new "title defects" appear between the date of the Commitment through the Closing Date which Seller does not eliminate as of the Closing Date, Purchaser shall have the option to: 9.3.1 Close and accept the title "as is," without reduction in the Purchase Price and without claim against Seller applicable to the Affected Assets for such title defects (except the reduction provided for any lien that Seller in Paragraph 4.2(b)(iii) is required to cure be determined pursuant to Section 9.2 that can be removed by Article 12: (i) then prior to proceeding with the payment purchase of money or bonding, for which credit shall be given Purchaser at the Closing unless Seller pays the same at the Closing) (and in such eventUnaffected Assets, the Closing Purchaser shall take place on deduct from the Closing Date); or 9.3.2 Cancel this Agreement, whereupon Escrow Agent, subject Purchase Price an amount equal to the provisions Purchaser's good faith estimate of Section 11.3, shall return the Deposit, together portion of the Purchase Price applicable to the Affected Assets and deposit such amount in trust with all a Canadian chartered bank in an interest earned thereon, bearing account; and (ii) the funds retained in trust pursuant to Purchaser, Paragraph (a) of this Subclause and both parties the accrued interest thereon shall be released from all further obligations under trust following determination pursuant to Article 12. To the extent that the amount held in trust varies from such determination, any excess or deficiency and the interest which accrued thereon shall either be paid by the Purchaser to the Vendor within fifteen (15) days of such determination or be retained by the Purchaser, as applicable. (d) If a portion of the Assets is excluded from the Closing pursuant to this AgreementClause: (i) the terms "Assets", except for "Lands", "Leases", "Miscellaneous Interests", "Petroleum and Natural Gas Rights" and "Tangibles" shall be construed as meaning only that portion of the subject matter of those terms with respect to which expressly survive such termination, unless such title defects were caused by Seller's willful act or willful omission, in which event Seller shall remain liable to Purchaser for damages caused by such title defects.Closing occurs; and

Title Defects. 9.1 Purchaser Prior to the expiration of the Inspection Period, Buyer will cause the Title Evidence to be examined and will notify Seller of any objections (including objections to the Permitted Exceptions) to Seller's title reflected by the Title Evidence ("Title Defects"). Seller shall have until April 21no obligation to cure any Title Defects. Upon the earlier to occur of Seller's notification to Buyer (herein called the "Title Notice") that: (i) Seller is unwilling to cure or remove the Title Defects, 1999 or (ii) after due diligence, Seller fails or is unable to cure or remove any Title Defects prior to the Scheduled Closing Date as extended, pursuant to SECTION 5.2 hereof, Buyer, at Buyer's sole option, may: A. agree to accept title to the Property in its then existing condition, without reduction in the Purchase Price, whereupon Closing shall occur upon the later to occur of (i) ten (10) days after Buyer's receipt of the Title Notice or (ii) the Closing Date set forth in this Agreement; or B. terminate this Agreement by written notice to Seller, at which to examine time the Commitment Agreement will be null and void and the Surveysparties hereto will have no further rights or obligations hereunder as to any part of the Property. If Purchaser finds title to be defective, Purchaser shall, no later than 5:00 p.m. Eastern time on April 21, 1999, notify Seller in writing, specifying the title defect(s). If Purchaser fails to give Seller written notice Upon such termination and release of any title defect(s) before 5:00 p.m. Eastern time on April 21, 1999rights and obligations, the defects shown Deposit (with accrued interest, if any) shall be returned to Buyer. Buyer's failure to elect to terminate this Agreement within ten (10) days after receipt of the Title Notice in the Commitment or the Surveys accordance with this subparagraph (B) shall be deemed to be waived as title objections a wavier of Buyer's right to closing this transaction. 9.2 If Purchaser has given Seller timely written notice of defect(s) and the defect(s) render the title other than as represented in terminate this Agreement or if any new defects appear from under this subparagraph (B). Notwithstanding anything herein to the date of the Commitment through the Closing Date, Seller shall use commercially reasonable efforts to cause only those defects recorded after October 7, 1997 to be cured by the Closing Date. Seller agrees to remove, by payment, bonding or otherwise, any such lien (other than environmental liens) against the Property capable of removal by the payment of money or bonding. Seller shall not be obligated to (but maycontrary, in its sole and absolute discretion) no event shall Seller be deemed to have any obligation to cure any other defect or to buyout or settle any other claim or lien against the Property. At Seller's option, the Closing Date may be extended for a period not to exceed sixty (60) days for purposes of eliminating such title defects. If such additional time is reasonably required by Seller to cure such title defects, Seller's failure to extend the Closing Date shall be commercially unreasonableTitle Defects. 9.3 If Seller does not eliminate such defects as of the Closing Date, as the same may be extended under the preceding sentence, or if any new "title defects" appear between the date of the Commitment through the Closing Date which Seller does not eliminate as of the Closing Date, Purchaser shall have the option to: 9.3.1 Close and accept the title "as is," without reduction in the Purchase Price and without claim against Seller for such title defects (except for any lien that Seller is required to cure pursuant to Section 9.2 that can be removed by the payment of money or bonding, for which credit shall be given Purchaser at the Closing unless Seller pays the same at the Closing) (and in such event, the Closing shall take place on the Closing Date); or 9.3.2 Cancel this Agreement, whereupon Escrow Agent, subject to the provisions of Section 11.3, shall return the Deposit, together with all interest earned thereon, to Purchaser, and both parties shall be released from all further obligations under this Agreement, except for those which expressly survive such termination, unless such title defects were caused by Seller's willful act or willful omission, in which event Seller shall remain liable to Purchaser for damages caused by such title defects.

Title Defects. 9.1 Purchaser shall have until April 21, 1999 in which to examine If the Title Commitment and the Surveys. If Purchaser finds title to be defective, Purchaser shall, no later than 5:00 p.m. Eastern time on April 21, 1999, notify Seller in writing, specifying the title defect(s). If Purchaser fails to give Seller written notice of or Survey reflects or discloses any title defect(s) before 5:00 p.m. Eastern time on April 21, 1999, defects affecting the defects shown Property that were not disclosed in the Commitment or the Surveys shall be deemed Title Report then, prior to be waived as title objections to closing this transaction. 9.2 If Purchaser has given Seller timely written notice of defect(s) and the defect(s) render the title other than as represented in this Agreement or if any new defects appear from the date of the Commitment through the Closing Date, Purchaser shall either (a) terminate this Agreement by delivering written notice to Seller, or (b) notify Seller shall use commercially reasonable efforts to cause only those defects recorded after October 7, 1997 to be cured by the Closing Date. Seller agrees to remove, by payment, bonding or otherwise, in writing of any such lien (other than environmental liens) against the Property capable of removal by the payment of money or bondingtitle defects. Seller shall not be obligated have a period of thirty (30) days following such written notice to (but mayelect to cure any such defects, if desired by Seller in its sole and absolute discretion) cure any other defect or to buyout or settle any other claim or lien against the Property. At Seller's option, discretion (in which event the Closing Date may be extended in order for a period Seller to complete such cure during such 30-day period). In the event Seller fails or elects not to exceed sixty (60) days for purposes of eliminating such title defects. If such additional time is reasonably required by Seller to cure such title defects, Seller's failure to extend the Closing Date shall be commercially unreasonable. 9.3 If Seller does not eliminate any such defects as of the Closing Dateduring such 30-day period, as the same may be extended under the preceding sentence, or if any new "title defects" appear between the date of the Commitment through the Closing Date which Seller does not eliminate as of the Closing Date, Purchaser shall have the option to: 9.3.1 Close and accept the title "as is," without reduction in the Purchase Price and without claim against Seller for such title defects (except for any lien that Seller is required to cure pursuant to Section 9.2 that can be removed by the payment of money or bonding, for which credit shall be given Purchaser at the Closing unless Seller pays the same at the Closing) (and in such event, the Closing shall take place on the Closing Date); or 9.3.2 Cancel this Agreement, whereupon Escrow Agent, subject to the provisions of Section 11.3, shall return the Deposit, together with all interest earned thereon, deliver written notice to Purchaser, and both parties Purchaser shall, within two (2) business days after receipt of such notice, either terminate this Agreement by written notice to Seller, or elect to waive any uncured defects, exceptions or other matters. If Purchaser fails to terminate this Agreement as set forth herein, then the Property, Title Commitment and Survey will be considered to be accepted by Purchaser, and Purchaser shall take title to the Property subject to all matters set forth in the Title Commitment and on the Survey. If Purchaser terminates this Agreement as provided herein, then the Xxxxxxx Money shall be released from all returned to Purchaser, and neither Seller nor Purchaser thereafter shall have any further rights or obligations under this Agreement, except for those which expressly survive such termination, unless such title defects were caused by Seller's willful act or willful omission, in which event Seller shall remain liable to Purchaser for damages caused by such title defects.

Title Defects. 9.1 If the Title Commitment or Survey discloses exceptions to title objectionable to Purchaser, in its reasonable discretion (each, 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 April 21, 1999 5:00 p.m. Chicago (Central) time on the expiration of the Due Diligence Period (the “Title Objection Date”) to so notify Seller in which writing (the “Purchaser’s Title Notice”). Any matters disclosed by the Title Commitment or the Survey and not objected to examine by Purchaser on or before the Commitment Title Objection Date shall be deemed approved by Purchaser and the Surveysshall constitute Permitted Exceptions. If Purchaser finds 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, to either (A) terminate this Agreement and immediately receive from Escrowee the Xxxxxxx Money, whereupon this Agreement shall be null and void and of no further force or effect (except for the Surviving Obligations (as hereinafter defined)), or (B) waive its uncured objection and accept title to the Property subject to such Defects (with no reduction in the Purchase Price) whereupon such Defects which had been objected to shall be defective, Purchaser shall, no later than 5:00 p.m. Eastern time on April 21, 1999, notify Seller in writing, specifying the title defect(s)deemed approved and shall constitute Permitted Exceptions. If Purchaser fails to give Seller written notice of any title defect(s) before 5:00 p.m. Eastern time on April 21make either such election, 1999, the defects shown in the Commitment or the Surveys Purchaser shall be deemed to be waived have elected option (B). If Seller has elected pursuant to this Section 4(c) to cure or insure over a Defect, but is unable to do so within fifteen (15) Business Days after receipt of Purchaser’s Title Notice, Purchaser may (as title objections to closing this transaction. 9.2 If Purchaser has given Seller timely written notice of defect(s) and the defect(s) render the title other than as represented in this Agreement or if any new defects appear from the date of the Commitment through the Closing Date, Seller shall use commercially reasonable efforts to cause only those defects recorded after October 7, 1997 to be cured by the Closing Date. Seller agrees to remove, by payment, bonding or otherwise, any such lien (other than environmental liens) against the Property capable of removal by the payment of money or bonding. Seller shall not be obligated to (but may, in its sole and absolute discretion) cure any other defect or exclusive remedy under this Agreement, at law and in equity), by delivering notice thereof to buyout or settle any other claim or lien against the Property. At Seller's option, the Closing Date may be extended for a period not to exceed sixty Seller within five (605) days for purposes of eliminating after such title defects. If such additional time is reasonably required by Seller 15-Business Day period elect to cure such title defects, Seller's failure to extend either (y) terminate this Agreement and immediately receive from Escrowee the Closing Date Xxxxxxx Money whereupon this Agreement shall be commercially unreasonable. 9.3 If Seller does not eliminate such defects as null and void and of no further force or effect (except for the Closing Date, as the same may be extended under the preceding sentenceSurviving Obligations), or if any new "title defects" appear between the date of the Commitment through the Closing Date which Seller does not eliminate as of the Closing Date, Purchaser shall have the option to: 9.3.1 Close (z) waive its uncured objection and accept title to the title "as is," without Property subject to such Defects (with no reduction in the Purchase Price and without claim against Seller for Price) whereupon such title defects (except for any lien that Seller is required Defects which had been objected to cure pursuant to Section 9.2 that can be removed by the payment of money or bonding, for which credit shall be given deemed approved and shall constitute Permitted Exceptions. If Purchaser at the Closing unless Seller pays the same at the Closing) (and in fails to make either such eventelection, the Closing shall take place on the Closing Date); or 9.3.2 Cancel this Agreement, whereupon Escrow Agent, subject to the provisions of Section 11.3, shall return the Deposit, together with all interest earned thereon, to Purchaser, and both parties Purchaser shall be released from all further obligations under this Agreement, except for those which expressly survive such termination, unless such title defects were caused by Seller's willful act or willful omission, in which event Seller shall remain liable deemed to Purchaser for damages caused by such title defectshave elected option (z).

Title Defects. 9.1 Purchaser On or before December 4, 1997, Buyer shall have until April 21, 1999 in which to examine the Commitment and the Surveys. If Purchaser finds title to be defective, Purchaser shall, no later than 5:00 p.m. Eastern time on April 21, 1999, notify Seller in writing, specifying the title defect(s). If Purchaser fails to give Seller written ------------- notice of any all title defect(s) before 5:00 p.m. Eastern time on April 21, 1999, the defects shown in the Commitment which are not accepted by Buyer as Permitted Exceptions and shall notify Seller at the earliest practical time of any defects or exceptions shown by the Surveys Survey which are not accepted by Buyer as Permitted Exceptions. Any and all exceptions affecting all or any portion of the Property disclosed by the Commitment (as exceptions, requirements, or otherwise) which are not the subject of a notice from Buyer to Seller given within the applicable period of time, shall be deemed accepted by Buyer as Permitted Exceptions and shall be listed in the deed as exceptions to be waived as the warranty of title objections to closing this transaction. 9.2 If Purchaser has given contained in the Deed. In the event Buyer notifies Seller timely written notice of defect(s) and the defect(s) render the any title other than as represented in this Agreement or if any new defects appear from the date of shown by the Commitment through or the Closing DateSurvey which are not accepted, and have not previously been accepted, by Buyer as Permitted Exceptions, Seller shall use commercially reasonable efforts may cure such defects in a manner reasonably acceptable to cause only those defects recorded after October 7, 1997 to be cured by the Closing Date. Seller agrees to remove, by payment, bonding or otherwise, any such lien (other than environmental liens) against the Property capable of removal by the payment of money or bonding. Buyer; provided that Seller shall not be obligated hereby to (but cure any such defects or to incur any expense in connection with any such cure. For purposes hereof, a title defect or exception shall be deemed cured if the Title Company deletes the defect from the Title Commitment. If each of the defects objected to by Buyer has not been cured on or before December 8, 1997, Buyer may, in by written notice delivered to Seller on or before December 8, 1997, either (a) terminate this Agreement or (b) waive such defects and accept the same as Permitted Exceptions. In the event Buyer does not notify Seller of its sole and absolute discretion) cure any other defect decision to terminate or to buyout waive on or settle any other claim or lien against the Property. At Seller's optionbefore December 8, the Closing Date may be extended for a period not to exceed sixty (60) days for purposes of eliminating such title defects. If such additional time is reasonably required by Seller to cure such title defects1997, Seller's failure to extend the Closing Date Buyer shall be commercially unreasonable. 9.3 If Seller does not eliminate deemed to have waived its objection to such defects and to have accepted such defects as of the Closing Date, Permitted Exceptions and shall be deemed to have waived and accepted as the same may be extended under the preceding sentence, or if Permitted Exceptions any new "title defects" appear between the date of the Commitment through the Closing Date which Seller does not eliminate as of the Closing Date, Purchaser shall have the option to: 9.3.1 Close defects and accept the title "as is," without reduction in the Purchase Price and without claim against Seller for such title defects (except for any lien that Seller is required to cure pursuant to Section 9.2 that can be removed exceptions shown by the payment Survey, even if not previously made the subject of money or bonding, for which credit shall be given Purchaser at the Closing unless Seller pays the same at the Closing) (and in such event, the Closing shall take place on the Closing Date); or 9.3.2 Cancel this Agreement, whereupon Escrow Agent, subject a notice to the provisions of Section 11.3, shall return the Deposit, together with all interest earned thereon, to Purchaser, and both parties shall be released from all further obligations under this Agreement, except for those which expressly survive such termination, unless such title defects were caused by Seller's willful act or willful omission, in which event Seller shall remain liable to Purchaser for damages caused by such title defects.

Title Defects. 9.1 Purchaser shall have until April 21, 1999 in which to examine the Commitment and the Surveys. If Purchaser finds title to be defective, Purchaser shall, no later than 5:00 p.m. Eastern time on April 21, 1999, notify Seller in writing, specifying the title defect(s). If Purchaser fails to give Seller written notice of any title defect(s(i) before 5:00 p.m. Eastern time on April 21, 1999, the defects shown in the Commitment or the Surveys Buyer shall be deemed to be have waived as its right to object to any encumbrance or other title objections exception or matter pertaining to closing this transaction. 9.2 If Purchaser has the Real Property unless Buyer shall have given Seller timely a specific written notice of defect(sits 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 matter (an “Initial Title Objection Notice”) by not later than ten (10) Business Days prior to the expiration of the 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 defect(sFee 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”) render to Seller within two (2) Business Days (but not later than the title other than as represented in this Agreement or if any new defects appear from the date of the Commitment through the then-scheduled Closing Date) from receipt of such update to a Title Commitment. Seller shall have no obligation to remove or cure any alleged defects, objections or survey matters raised in an Initial Title Objection Notice or a Subsequent Title Objection Notice (each, 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 accordance with clause (i) above, all liens, encumbrances and other title exceptions or matters shall thereafter be deemed Permitted Encumbrances, except for the Mandatory 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 cause only those defects recorded after October 7remove or cure any Title Objection; or (2) deliver to Westcor Land Title Insurance Company, 1997 Inc., 000 Xxxx Xxxxxxxxxx Xxxx, Xxx. 000, Xxxxxxxx Xxxxxxx, XX 00000, Attn: Xxxxxxx Xxxxxxxx, 000-000-0000, xxxxxxxxx@xxxxx.xxx (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 cured a “Seller Cure Matter”), or (B) to elect neither 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 in clause (iii) above shall be deemed an 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 Encumbrances. (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 Date. Seller agrees from time to remove, by payment, bonding or otherwise, any such lien (other than environmental liens) against the Property capable of removal by the payment of money or bonding. Seller shall not be obligated to time (but may, in its sole and absolute discretionno event for more than thirty (30) days after the then-scheduled Closing Date) in order to provide Seller an opportunity to cure any other defect such Title Objection or to buyout or settle any other claim or lien against proceed under Section 4(c)(iii)(A)(2) (provided that the Property. At Seller's option, extension(s) of the Closing Date may be extended for a period pursuant to this clause shall not to exceed sixty (60) days for purposes of eliminating such title defects. If such additional time is reasonably required by Seller to cure such title defects, Seller's failure to extend cause the Closing Date shall be commercially unreasonable. 9.3 If Seller does not eliminate such defects as of to extend more than fifteen (15) days beyond the Closing Date, as Outside Date unless Buyer consents in writing). In the same may be extended under the preceding sentence, or if event Seller is unable to cure any new "title defects" appear between the date of the Commitment through the Closing Date Title Objection which Seller does not eliminate as of the Closing Date, Purchaser shall have the option to: 9.3.1 Close and accept the title "as is," without reduction in the Purchase Price and without claim against Seller for such title defects (except for any lien that Seller is required elected to attempt to cure pursuant to Section 9.2 that can 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 removed by 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 payment of money or bonding, for which credit shall be given Purchaser at the Closing unless Seller pays the same at the Closing) (and election set forth in such event, the Closing shall take place on the Closing DateSection 4(d); or 9.3.2 Cancel this Agreement, whereupon Escrow Agent, subject to the provisions of Section 11.3, shall return the Deposit, together with all interest earned thereon, to Purchaser, and both parties shall be released from all further obligations under this Agreement, except for those which expressly survive such termination, unless such title defects were caused by Seller's willful act or willful omission, in which event Seller shall remain liable to Purchaser for damages caused by such title defects.

Title Defects. 9.1 Purchaser Not later than the expiration of the Inspection Period (as defined in Paragraph 16(a)), Buyer shall have until April 21deliver to Seller a current title commitment for the Premises issued by Escrowee, 1999 together with a written notice ("Title Notice") specifying any alleged defects in which or objections to examine the Commitment and the Surveys. If Purchaser finds title to be defective, Purchaser shall, no later than 5:00 p.m. Eastern time on April 21, 1999, notify Seller in writing, specifying the title defect(s)Premises which do not constitute Permitted Exceptions. If Purchaser fails to give Seller written notice of any title defect(s) before 5:00 p.m. Eastern time on April 21, 1999, the defects shown in the Commitment or the Surveys Buyer shall be deemed to be have waived as its right to object to any encumbrance or other title objections objection existing at the Closing Date unless Buyer shall have timely given to closing this transaction. 9.2 If Purchaser has given Seller timely written notice the Title Notice which specifies Buyer's objection, unless such encumbrance or other title objection was not a matter of defect(s) and record on the defect(s) render the title other than as represented in this Agreement or if any new defects appear from the effective date of such title commitment. Upon Buyer's failure to timely object, such encumbrance or other title objection shall be deemed a Permitted Exception. Seller shall have no obligation to cure any alleged defect or objection raised in the Commitment through the Closing DateTitle Notice. If Buyer delivers a Title Notice, Seller shall use commercially reasonable efforts have five (5) days after receipt of the Title Notice in which to cause only those notify Buyer in writing as to which of the alleged defects recorded after October 7or objections raised in the Title Notice Seller will undertake to cure and which Seller declines to cure. If Seller fails to timely give such responsive notice to Buyer, 1997 Seller will be deemed to be cured by have declined to cure any alleged defect or objection raised in the Closing DateTitle Notice. In any event, Seller agrees to remove, by payment, bonding or otherwise, cure (i) any such lien (other than environmental liens) against the Property capable of removal by liens and encumbrances securing the payment of money or bonding. Seller shall not be obligated to (but may, in its sole and absolute discretion) cure any other defect or to buyout or settle any other claim or lien against the Property. At Seller's option, the Closing Date may be extended for a period not to exceed sixty (60) days for purposes of eliminating such title defects. If such additional time is reasonably required which were voluntarily created by Seller to cure such and which are identified in Buyer's Title Notice or which arise after the date of Buyer's title defects, Sellercommitment and (ii) any mechanic's failure to extend the Closing Date shall be commercially unreasonable. 9.3 liens. If Seller does not eliminate such defects as of the Closing Datecommit to undertake to cure any alleged title defect raised in Buyer's Title Notice by April 7, as the same may be extended under the preceding sentence1997, or if any new "title defects" appear between the date of the Commitment through the Closing Date which Seller does not eliminate as of the Closing Date, Purchaser Buyer shall have the option to: 9.3.1 Close right, exercisable by notice to Seller given on or before April 11, 1997, to terminate this Agreement. If Buyer so terminates this Agreement, Escrowee is authorized and accept directed to return the title "as is," without reduction in Deposit to Buyer, and upon the Purchase Price and without claim against Seller for such title defects return of the Deposit to Buyer, neither party shall have any further rights or obligations under this Agreement (except for any lien that the indemnity and confidentiality obligations of Buyer to Seller is required to cure pursuant to Section 9.2 that can be removed by set forth in Paragraph 16(a) and 16(f) of this Agreement which shall survive the payment termination of money or bonding, for which credit shall be given Purchaser at the Closing unless Seller pays the same at the Closing) (and in such event, the Closing shall take place on the Closing Datethis Agreement); or 9.3.2 Cancel . If Buyer does not so terminate this Agreement, whereupon Escrow Agent, subject those matters which Buyer objected to in the provisions of Section 11.3, shall return the Deposit, together with all interest earned thereon, Title Notice and which Seller declined to Purchaser, and both parties cure shall be released from all further obligations under this Agreementdeemed Permitted Exceptions. If Seller fails to cure by Closing any alleged title defect or title objection which Seller notifies Buyer Seller will undertake to cure, except for those which expressly survive such termination, unless such title defects were caused by Seller's willful act or willful omission, Buyer shall have the rights set forth in which event Seller shall remain liable to Purchaser for damages caused by such title defectsParagraph 4(b).

Title Defects. 9.1 Purchaser shall have until April 21If the Seller cannot convey title as aforesaid due to a title encumbrance not willfully caused by any action or inaction of the Seller, 1999 at the option of the Purchaser, this Agreement may be terminated within three (3) business days after the outside date for the Closing set forth in which to examine the Commitment and the Surveys. If Purchaser finds title to be defectiveArticle 5, Purchaser shall, no later than 5:00 p.m. Eastern time on April 21, 1999, notify Seller in writing, specifying unless the title defect(s)) can be readily remedied by legal or other action. If Purchaser fails legal or other action is necessary to give Seller written notice cure title defects not caused by any act or inaction of any title defect(s) before 5:00 p.m. Eastern time on April 21, 1999, the defects shown in the Commitment or the Surveys shall be deemed to be waived as title objections to closing this transaction. 9.2 If Purchaser has given Seller timely written notice of defect(s) and the defect(s) render the title other than as represented in this Agreement or if any new defects appear from the date of the Commitment through the Closing DateSeller, Seller may promptly take such action at its own expense whereupon the time for Closing shall use commercially reasonable efforts to cause only those defects recorded after October 7, 1997 to be cured by the Closing Date. Seller agrees to remove, by payment, bonding or otherwise, any such lien (other than environmental liens) against the Property capable of removal by the payment of money or bonding. Seller shall not be obligated to (but may, in its sole and absolute discretion) cure any other defect or to buyout or settle any other claim or lien against the Property. At Seller's option, the Closing Date may be extended for a period up to sixty (60) days. In the event such title encumbrance is not to exceed cured within said additional sixty (60) days for purposes of eliminating such title defects. If such additional time is reasonably required by or Seller notifies Purchaser in writing that it elected not to cure such title defectsencumbrance, Seller's failure to extend the Closing Date shall be commercially unreasonable. 9.3 If Seller does not eliminate such defects as of the Closing Date, as the same may be extended under the preceding sentence, or if any new "title defects" appear between the date of the Commitment through the Closing Date which Seller does not eliminate as of the Closing Date, Purchaser shall have the option to: 9.3.1 Close and accept option, to be elected within ten (10) days after expiration of such sixty (60) day period or Purchaser's receipt of Seller's notice of election not to cure to (i) terminate this Agreement in which event the title "as is," Escrow Agent shall deliver the Deposit to Purchaser, or (ii) purchase the Property without reduction in purchase price. Notwithstanding the Purchase Price and without claim against Seller for foregoing, in the event such title defects (except for any lien that Seller is required to cure pursuant to Section 9.2 that can be removed by the payment of money or bonding, for which credit shall be given Purchaser at the Closing unless Seller pays the same at the Closing) (and in such event, the Closing shall take place on the Closing Date); or 9.3.2 Cancel this Agreement, whereupon Escrow Agent, subject to the provisions of Section 11.3, shall return the Deposit, together with all interest earned thereon, to Purchaser, and both parties shall be released encumbrance results from all further obligations under this Agreement, except for those which expressly survive such termination, unless such title defects were a matter willfully caused by Seller's willful act or willful omission, in which event Seller shall remain liable must take affirmative action to Purchaser for damages caused by cure such title defectsencumbrance and the failure of Seller to do so shall constitute a breach of this Agreement.

Title Defects. 9.1 Purchaser Promptly following the execution of this Agreement, Buyer shall have until April 21order title commitments from the Title Company ("Title Commitment") with respect to the Land. 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 Title Commitment showing any new title matter, 1999 in which to examine the Commitment and the Surveys. If Purchaser finds title to be defective, Purchaser shall, no later than 5:00 p.m. Eastern time on April 21, 1999, Buyer shall notify Seller in writing, specifying writing as to whether Buyer objects to any title matter which appears on such Title Commitments and which affects the marketability of title defect(sto the Land ("Title Defect"). If Purchaser fails Seller shall use its commercially reasonable efforts to give Seller written remove or cure any Title Defect during either the thirty (30) day period after receipt of Buyer's notice of any title defect(s) before 5:00 p.m. Eastern time on April 21, 1999, the defects shown in the Commitment or the Surveys shall be deemed to be waived as title objections to closing this transaction. 9.2 If Purchaser has given Seller timely written notice of defect(s) and the defect(s) render the title other than as represented in this Agreement or if any new defects appear from the date of the Commitment through twelfth day preceding the Closing Date, whichever date occurs first ("Cure Period") to remedy Title Defects. In the event that Seller fails to cure the Title Defects to Buyer's satisfaction within the Cure Period, Buyer shall use commercially reasonable efforts have the option, exercisable within ten (10) days from the expiration of the Cure Period, to: (a) accept the status of the title subject to cause only those defects recorded after October 7, 1997 to be cured by the Closing Date. Seller agrees to remove, by payment, bonding or otherwise, any such lien (other than environmental liens) against Title Defects and proceed with the Property capable performance of removal by the payment of money or bonding. Seller shall not be obligated to (but mayits obligations as set forth in this Agreement, in its sole and absolute discretion) cure any other defect or which case the Warranty Deeds in the form of Exhibit D will be modified to buyout or settle any other claim or lien against incorporate the Property. At Title Defects as exceptions to Seller's optionwarranties thereunder; (b) extend the Cure Period for a reasonable period mutually agreeable to the Parties up to, but not beyond, the first business day preceding the Closing Date may be extended to give Seller an additional opportunity to cure the Title Defects (at the end of which period, if Seller still has not cured the Title Defect to Buyer's satisfaction, Buyer shall have until Closing to elect option (a), (c), (d) or (e) in Section 4.3.2; (c) attempt to negotiate with the Seller to modify this Agreement in a manner providing for the elimination of that portion of the Land which is affected by the Title Defect in exchange for a period not to exceed sixty (60) days for purposes of eliminating such title defects. If such additional time is reasonably required by Seller to cure such title defects, Seller's failure to extend the Closing Date shall be commercially unreasonable. 9.3 If Seller does not eliminate such defects as of the Closing Date, as the same may be extended under the preceding sentence, or if any new "title defects" appear between the date of the Commitment through the Closing Date which Seller does not eliminate as of the Closing Date, Purchaser shall have the option to: 9.3.1 Close and accept the title "as is," without suitable reduction in the Purchase Price Price; (c) close and without claim against Seller for treat with such title defects (except for any lien that Seller is required to cure pursuant to Title Defects under Section 9.2 that can be removed by the payment 11.2 of money or bonding, for which credit shall be given Purchaser at the Closing unless Seller pays the same at the Closing) (and in such event, the Closing shall take place on the Closing Date)this Agreement as Seller's indemnity obligations; or 9.3.2 Cancel this Agreement(d) if the Title Defect (whether one or more) is material, whereupon Escrow Agentin the reasonable opinion of Buyer, subject with respect to the provisions of Section 11.3Land, shall return the Deposit, together with all interest earned thereon, terminate this Agreement by giving written notice to Purchaser, and both parties shall be released from all further obligations under this Agreement, except for those which expressly survive such termination, unless such title defects were caused by Seller's willful act or willful omission, in which event Seller shall remain liable to Purchaser for damages caused by such title defects.;

Title Defects. 9.1 Purchaser Buyer shall have until April 21order or has previously ordered title commitments and upon receipt of the surveys referenced in Sections 5.3.1(a) and/or 5.3.1(b), 1999 Buyer shall order revised title commitments from the Title Company (both the original and any revised title commitments collectively the "Title Commitment") with respect to the real property described in which to examine Section 2.1(a) together with the leasehold property associated with the New Dock Lease and the leasehold property associated with the Terminal Lease. Within ten (10) days following Buyer's receipt of the Title Commitment and the Surveys. If Purchaser finds within five (5) days of Buyer's receipt of any revision to any such Title Commitment showing any new title to be defectivematter, Purchaser shall, no later than 5:00 p.m. Eastern time on April 21, 1999, Buyer shall notify Seller in writing, specifying the writing as to whether Buyer objects to any title defect(smatter which appears on such Title Commitment ("Title Defect"). If Purchaser fails to give Seller written notice of any title defect(s) before 5:00 p.m. Eastern time on April 21, 1999, the defects shown in the Commitment or the Surveys shall be deemed to be waived as title objections to closing this transaction. 9.2 If Purchaser has given Seller timely written notice of defect(s) and the defect(s) render the title other than as represented in this Agreement or if any new defects appear from the date of the Commitment through the Closing Date, Seller shall use commercially reasonable efforts to cause only those defects recorded after October 7, 1997 to be cured by the Closing Date. Seller agrees to remove, by payment, bonding or otherwise, any such lien (other than environmental liens) against the Property capable of removal by the payment of money or bonding. Seller shall not be obligated to (but may, in its sole and absolute discretion) cure any other defect or to buyout or settle any other claim or lien against the Property. At Seller's option, the Closing Date may be extended for a period not to exceed sixty (60) days for purposes of eliminating such title defects. If such additional time is reasonably required by Seller to cure such title defects, Seller's failure to extend the Closing Date shall be commercially unreasonable. 9.3 If Seller does not eliminate such defects as of the Closing Date, as the same may be extended under the preceding sentence, or if any new "title defects" appear between the date of the Commitment through the Closing Date which Seller does not eliminate as of the Closing Date, Purchaser shall have the option to remove or cure any Title Defect during the thirty (30) day period after receipt of Buyer's notice ("Cure Period") to remedy Title Defects. In the event that Seller fails or chooses not to remedy the Title Defects to Buyer's satisfaction within the Cure Period, Buyer shall have the option, exercisable within: (i) ten (10) days from the expiration of the Cure Period; or, if a shorter period of time, (ii) ten (10) day from Seller's written notice of its choice not to remedy the Title Defects, to: 9.3.1 Close and (a) accept the status of the title "as is," without reduction subject to the Title Defects and proceed with the performance of this Agreement, in which case the Special Warranty Deed in the Purchase Price form of Exhibit E and/or the Assignment and without claim against Assumption Agreement in the form of Exhibit G will be modified, if applicable, to make the Title Defect an exception to Seller's warranties thereunder; (b) extend the Cure Period for a reasonable period mutually agreeable to the parties to give Seller for such title defects (except for any lien that Seller is required an additional opportunity to cure pursuant to Section 9.2 that can be removed by remedy the payment of money or bonding, for which credit shall be given Purchaser Title Defects at the Closing unless end of which period, if Seller pays still has not cured the same at the ClosingTitle Defect to Buyer's satisfaction, Buyer shall have ten (10) days after such period ends to elect option (and a) or (c) in such event, the Closing shall take place on the Closing Date)this Section 5.3.2; or 9.3.2 Cancel (c) terminate this Agreement, whereupon Escrow Agent, subject Agreement by giving written notice to the provisions of Section 11.3, shall return the Deposit, together with all interest earned thereon, to Purchaser, and both parties shall be released from all further obligations under this Agreement, except for those which expressly survive such termination, unless such title defects were caused by Seller's willful act or willful omission, in which event Seller shall remain liable to Purchaser for damages caused by such title defects.

Title Defects. 9.1 Purchaser Not later than December 23, 1996, Seller shall have until April 21submit to Buyer a current title commitment issued by Near North National Title Corporation. Not later than the end of the Inspection Period (as defined in Section 19), 1999 Buyer shall submit to Seller, if at all, a written notice from Buyer ("Title Notice") Specifying any alleged defects in which or objections to examine the Commitment and the Surveys. If Purchaser finds title to be defective, Purchaser shall, no later than 5:00 p.m. Eastern time on April 21, 1999, notify Seller in writing, specifying the title defect(s). If Purchaser fails to give Seller written notice of any title defect(s) before 5:00 p.m. Eastern time on April 21, 1999, the defects shown in the Commitment Premises or the Surveys Survey which do not constitute Permitted Encumbrances. Buyer shall be deemed to be have waived as its right to object to any encumbrance or other title objections objection or survey defect existing at the time of the Closing Date unless Buyer shall have timely given to closing this transaction. 9.2 If Purchaser has given Seller timely written notice of defect(s) and the defect(s) render Title Notice which specified Buyer's objection unless such encumbrance or other title objection or survey defect was not disclosed by the title other than as represented in this Agreement commitment or if any new defects appear from the date of the Commitment through the Closing Date, Seller shall use commercially reasonable efforts to cause only those defects recorded after October 7, 1997 to be cured by the Closing Date. Seller agrees to remove, by payment, bonding or otherwise, any such lien (other than environmental liens) against the Property capable of removal by the payment of money or bondingSurvey. Seller shall not have no obligation to cure any alleged defect or objection raised in the Title Notice, except that Seller shall cause the existing first mortgage held by Nationwide Life Insurance Company, an Ohio corporation (the "First Mortgagee"), to be obligated discharged at closing. Upon Buyer's failure to (but maytimely object, in any encumbrance or other title objection or survey defect disclosed by the title commitment or the Survey shall thereafter be deemed a Permitted Encumbrance. Seller shall have the right, at its sole and absolute discretion) cure any other defect or to buyout or settle any other claim or lien against the Property. At Seller's option, to defer the Closing Date may be extended for a period not to exceed sixty exceeding thirty (6030) days for purposes to give Seller an opportunity, at Seller's sole option, of eliminating either (i) attempting to remove any encumbrance or other title objection or survey defect which is not a Permitted Encumbrance or (ii) providing the title insurance company such assurances as the title defects. If insurance company requires to insure Buyer and Buyer's mortgagee against any loss arising from such additional time is reasonably required by Seller to cure such encumbrances or other title objections or survey defects, Seller's failure or (iii) electing to extend the Closing Date shall be commercially unreasonabledo neither (i) nor (ii). 9.3 If Seller does not eliminate such defects as of the Closing Date, as the same may be extended under the preceding sentence, or if any new "title defects" appear between the date of the Commitment through the Closing Date which Seller does not eliminate as of the Closing Date, Purchaser shall have the option to: 9.3.1 Close and accept the title "as is," without reduction in the Purchase Price and without claim against Seller for such title defects (except for any lien that Seller is required to cure pursuant to Section 9.2 that can be removed by the payment of money or bonding, for which credit shall be given Purchaser at the Closing unless Seller pays the same at the Closing) (and in such event, the Closing shall take place on the Closing Date); or 9.3.2 Cancel this Agreement, whereupon Escrow Agent, subject to the provisions of Section 11.3, shall return the Deposit, together with all interest earned thereon, to Purchaser, and both parties shall be released from all further obligations under this Agreement, except for those which expressly survive such termination, unless such title defects were caused by Seller's willful act or willful omission, in which event Seller shall remain liable to Purchaser for damages caused by such title defects.

Title Defects. 9.1 Purchaser shall have until April 21, 1999 in which the end of the Inspection Period to examine the condition of title and the Survey of the Property and to approve or disapprove the same. Purchaser shall give written notice to Seller of any objection(s) to title or Survey (collectively called “Title Defects” or individually a “Title Defect”) on or prior to thirty (30) days after Purchaser’s receipt of the Title Commitment and the SurveysSurvey. On or before ten (10) days after Seller’s receipt of written notice of any Title Defect, Seller shall notify Purchaser in writing whether or not Seller intends to cure such Title Defect. If Seller notifies Purchaser finds title in writing that Seller intends to cure any Title Defect, then Seller shall do so at its expense prior to Closing. If Seller notifies Purchaser in writing that Seller is unwilling or unable to remove any Title Defect, then Purchaser may, at its option, (i) agree to waive such defects and proceed to close the purchase of the Property as-is; or (ii) terminate this Agreement. If Seller fails to respond to the Title Defect in writing within the specified time period, then Seller shall be defective, deemed to have notified Purchaser shall, no later than 5:00 p.m. Eastern time that it is unwilling or unable to cure the Title Defect and Purchaser shall have the same options described in the immediately preceding sentence. Purchaser shall elect option (i) or (ii) above by written notice to Seller on April 21, 1999, notify Seller in writing, specifying or before the title defect(s)Closing Date. If Purchaser fails to give Seller written notice of any title defect(s) before 5:00 p.m. Eastern time on April 21elect either option as provided herein, 1999, the defects shown in the Commitment or the Surveys Purchaser shall be deemed to be waived as title objections to closing this transaction. 9.2 have elected option (i). If Purchaser has given Seller timely written notice of defect(s) and the defect(s) render the title other than as represented in terminates this Agreement or if any new defects appear from the date of the Commitment through the Closing Date, Seller shall use commercially reasonable efforts to cause only those defects recorded after October 7, 1997 to be cured by the Closing Date. Seller agrees to remove, by payment, bonding or otherwise, any such lien (other than environmental liens) against the Property capable of removal by the payment of money or bonding. Seller shall not be obligated to (but may, in its sole and absolute discretion) cure any other defect or to buyout or settle any other claim or lien against the Property. At Seller's option, the Closing Date may be extended for a period not to exceed sixty (60) days for purposes of eliminating such title defects. If such additional time is reasonably required by Seller to cure such title defects, Seller's failure to extend the Closing Date shall be commercially unreasonable. 9.3 If Seller does not eliminate such defects as of the Closing Date, as the same may be extended under the preceding sentence, or if any new "title defects" appear between the date of the Commitment through the Closing Date which Seller does not eliminate as of the Closing Date, Purchaser shall have the option to: 9.3.1 Close and accept the title "as is," without reduction in the Purchase Price and without claim against Seller for such title defects (except for any lien that Seller is required to cure pursuant to Section 9.2 that can be removed by the payment of money or bonding, for which credit shall be given Purchaser at the Closing unless Seller pays the same at the Closing) (and in such event, the Closing shall take place on the Closing Date); or 9.3.2 Cancel this Agreement, whereupon Escrow Agent, subject to the provisions of Section 11.3, shall return the Deposit, together with all interest earned thereon, to Purchaser, and this sub-paragraph both parties shall be released from all further obligations under this Agreement, except for those which expressly survive such termination, unless such title defects were caused by Seller's willful act or willful omission, in which event Seller shall remain liable to Purchaser for damages caused by such title defectshereunder.

Title Defects. 9.1 Purchaser shall have until April 21, 1999 in which to examine the Commitment and the Surveys. If Purchaser finds title to be defective, Purchaser shall, no later than 5:00 p.m. Eastern time on April 21within ten (10) days of receipt of the Title Evidence or the Survey, 1999whichever occurs later, notify Seller in writing, specifying the title defect(s). If Purchaser fails to give Seller written notice writing of any title defect(s) before 5:00 p.m. Eastern time on April 21defects, 1999, the defects shown as determined in Purchaser’s sole and absolute discretion (“Title Objections”). All exceptions set forth in the Commitment or Title Evidence which Purchaser does not object to during the Surveys Inspection Period, shall be deemed to be waived as title objections to closing this transaction. 9.2 Permitted Exceptions which Purchaser shall take subject to. If Purchaser has given Seller timely written notice of defect(s) and the defect(s) render the title other than as represented in this Agreement or if any new defects appear from the date of the Commitment through the Closing Datea defect, Seller shall use commercially reasonable efforts respond to the Title Objections within ten (10) days of Seller’s receipt of the Title Objections as to what matters, if any, Seller shall cause only those defects recorded after October 7, 1997 to be cured by the Closing Date. Notwithstanding anything herein to the contrary, Seller agrees to removeshall remove any exceptions created by, by payment, bonding under or otherwise, any such lien (other than environmental liens) against the Property capable of removal through Seller which can be removed by the payment of money a liquidated sum of money, including, without limitation, liens, judgments and mortgages created by, under or bonding. through Seller and those liens and mortgages that encumber the Property and that were assumed by Seller or as to which Seller has taken title to the Property subject thereto or which were created after the Effective Date (collectively, “Seller's Liens”), which Seller's Liens, Seller shall not cause to be obligated released at or prior to (but may, in its sole and absolute discretion) cure any other defect or to buyout or settle any other claim or lien against the PropertyClosing. At Seller's ’s option, the Closing Date may be extended for a period not to exceed sixty thirty (6030) days for purposes of eliminating such any title defects. If such additional time is reasonably required by Seller to cure such title defects, Seller's failure to extend the Closing Date shall be commercially unreasonable. 9.3 If Seller does not eliminate such defects as of the Closing Date, Date (as the same may be extended under the preceding sentenceextended), or if any new "“title defects" ” appear between from the date of the Title Commitment through the Closing Date Date, which Seller does not eliminate as of the Closing DateDate (as the same may be extended), then Purchaser shall have the option to: 9.3.1 Close of either accepting title as it then is, or demanding a refund of the Deposit and accept the title "as is," without reduction in the Purchase Price thereupon Purchaser and without claim against Seller for such title defects (except for any lien that Seller is required to cure pursuant to Section 9.2 that can be removed by the payment of money or bonding, for which credit shall be given Purchaser at the Closing unless Seller pays the same at the Closing) (and in such event, the Closing shall take place on the Closing Date); or 9.3.2 Cancel this Agreement, whereupon Escrow Agent, subject to the provisions of Section 11.3, shall return the Deposit, together with all interest earned thereon, to Purchaser, and both parties shall be released from of all further obligations under this AgreementContract, except for those which expressly specified to survive such termination, unless such title defects were caused by Seller's willful act or willful omission, in which event Seller shall remain liable to Purchaser for damages caused by such title defectstermination of this Agreement.

Title Defects. 9.1 Purchaser shall have until April 21, 1999 Prior to the later of (i) the expiration of the Due Diligence Period (hereinafter defined) or (ii) the date that is ten (10) days after the date on which Buyer is in which to examine receipt of both the Title Commitment and the Surveys. If Purchaser finds Survey, Buyer shall give Notice to Seller (the "Defects Notice") of any claim, lien or exception materially and adversely affecting title to be defective, Purchaser shall, no later than 5:00 p.m. Eastern time on April 21, 1999, notify Seller in writing, specifying the title defect(sProperty and which Buyer is not willing to waive (a "Defect"). If Purchaser fails Seller shall have the right, but not the obligation, to give Seller written notice cure any Defect within thirty (30) days after its receipt of the Defects Notice, or in the case of any title defect(s) before 5:00 p.m. Eastern time on April 21Defect which cannot with due diligence be cured within such 30-day period, 1999such later date by which such Defect can reasonably be cured, provided that Seller commences to cure such Defect within such 30-day period and thereafter continues diligently and in good faith to cure the defects shown in Defect. In the Commitment or the Surveys shall be deemed event that Seller elects not to be waived as title objections to closing this transaction. 9.2 If Purchaser has given Seller timely written notice of defect(s) and the defect(s) render the title other than as represented in this Agreement or if cure any new defects appear from the date of the Commitment through the Closing Datesuch Defect, Seller shall use commercially reasonable efforts to cause only those defects recorded notify Buyer of such election within five (5) business days after October 7, 1997 to be cured by its receipt of the Closing Date. Seller agrees to remove, by payment, bonding or otherwise, any such lien (other than environmental liens) against the Property capable of removal by the payment of money or bondingDefects Notice. Seller shall not be obligated have no obligation to (but may, in its sole and absolute discretion) cure any other defect Defect created solely by any acts or to buyout or settle any other claim or lien against the Property. At Seller's optionomissions of Buyer, the Closing Date may be extended for a period not to exceed sixty (60) days for purposes of eliminating such title defects. If such additional time is reasonably required by Seller to cure such title defects, and Seller's failure to extend the Closing Date cure any such Defect shall be commercially unreasonable. 9.3 not relieve Buyer from its obligation to close under this Agreement. If Seller does elects not eliminate such defects to cure any Defect as set forth above or, if by the expiration of the Closing Datecure period provided for above, Seller has failed to cure all Defects (other than any Defects created solely by any acts or omissions of Buyer), Buyer may, at its option, either (i) proceed to close subject to any such Defects, with no offset against, or reduction in, the Purchase Price or (ii) terminate this Agreement by written notice given to Seller within five (5) business days after the expiration of the cure period or Seller's notice of election not to cure any Defect, as the same case may be extended under be. In the preceding sentenceevent this Agreement is so terminated by Buyer, or if any new "title defects" appear between the date of the Commitment through the Closing Date which Seller does not eliminate as of the Closing Date, Purchaser shall have the option to: 9.3.1 Close and accept the title "as is," without reduction in the Purchase Price and without claim against Seller for such title defects (except for any lien that Seller is required to cure pursuant to Section 9.2 that can be removed by the payment of money or bonding, for which credit Down Payment shall be given Purchaser at returned to Buyer and the Closing unless Seller pays the same at the Closing) (and in such event, the Closing shall take place on the Closing Date); or 9.3.2 Cancel this Agreement, whereupon Escrow Agent, subject to the provisions of Section 11.3, shall return the Deposit, together with all interest earned thereon, to Purchaser, and both parties shall be released from all further obligations and liabilities hereunder, except with respect to the covenants and indemnities set forth in Sections 4, 6.1, 6.3, 7.1 and 15 (the "Surviving Indemnities"). Notwithstanding anything to the contrary contained in this Section 5.3, in the event that any Defect(s) is a mechanic's or materialmen's lien or other encumbrance securing the payment in the aggregate of a readily ascertainable sum of money of up to $250,000 or a deed of trust or mortgage granted by Seller (but not including any lien resulting from Buyer's failure to make any of the payments required under Section 7.1), Seller shall satisfy such Defect(s) of record or, as an alternative to causing such Defect(s) to be satisfied of record and provided that the Title Company agrees to omit such Defect(s) from the Title Policy: (i) bond or cause to be bonded such Defect(s); (ii) deliver or cause to be delivered to Buyer or the Title Company, on the date of the Closing, instruments in recordable form and sufficient to satisfy such Defect(s) of record, together with the appropriate recording or filing costs; (iii) deposit or cause to be deposited with the Title Company sufficient monies, acceptable to and reasonably requested by the Title Company, to assure the obtaining and recording of a satisfaction of the Defect(s); or (iv) otherwise cause the Title Company to omit such Defect(s) from the Title Policy. In addition, Seller shall use all reasonable efforts to satisfy all of Seller's requirements set forth in the Title Commitment. During the term of this Agreement, except for those which expressly survive such termination, unless such title defects were caused by Seller's willful act or willful omission, in which event Seller shall remain liable to Purchaser not grant any easement or restriction encumbering the Property or any part thereof unless provided for damages caused by such title defectsin the LCP or any governmental approval relating thereto.

Title Defects. 9.1 Purchaser Promptly, following the execution of this Agreement, Buyer shall order title commitments from the Title Company ("Title Commitments") with respect to the Land. 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 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 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 Title Commitment showing any new title matter, Buyer shall notify Seller in writing as to whether Buyer objects to 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, Buyer shall have until April 21the following elections: (a) accept the status of the title subject to the Title Defects and proceed with the performance of its obligations as set forth in this Agreement, 1999 in which case the Warranty Deeds in the form of Exhibit D will be modified to examine incorporate the Commitment 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 SurveysTitle Defect Escrow Agreement as hereinafter set forth in this Section 4.3.2. If Purchaser finds title 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 deemed to be defectiveTitle 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, Purchaser Buyer shall deliver such surveys to the Title Company and shall, no later than 5:00 p.m. Eastern time on April 21, 1999within twenty days after such delivery, notify Seller in writingwriting of any 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"), specifying or which result in exceptions to Buyer's new Title Commitments that were not reflected in the title defect(sTitle Commitments issued to Buyer at Closing and which affect Buyer's use of the Land ("New Title Defects"). If Purchaser fails to give Seller written notice Upon receipt of any title defect(s) before 5:00 p.m. Eastern time on April 21, 1999, the defects shown in the Commitment or the Surveys shall be deemed to be waived as title objections to closing this transaction. 9.2 If Purchaser has given Seller timely written notice of defect(s) and the defect(s) render the title other than as represented in this Agreement or if any new defects appear from the date of the Commitment through the Closing Datesuch notice, Seller shall use commercially reasonable efforts have 20 days to cause only those defects recorded after October 7, 1997 notify Buyer as to be cured by the Closing Date. Seller agrees to remove, by payment, bonding or otherwise, any such lien (other than environmental liens) against the Property capable of removal by the payment of money or bonding. Seller shall not be obligated to (but may, in its sole and absolute discretion) cure any other defect or to buyout or settle any other claim or lien against the Property. At Seller's optionresolution, the Closing Date may be extended for a period not to exceed sixty (60) days for purposes of eliminating such title defects. If such additional time is reasonably required by Seller to cure such title defectsor proposed resolution, Seller's failure to extend the Closing Date shall be commercially unreasonable. 9.3 If Seller does not eliminate such defects as of the Closing Date, as the same may be extended under the preceding sentenceSurvey Concerns or new title exceptions, or if any new "title defects" appear between as to whether Seller wishes to dispute the date existence of the Commitment through Survey Concerns or the Closing Date which fact that such new exceptions constitute New Title Defects. Unless Seller does not eliminate as disputes the existence of the Closing Date, Purchaser shall have Survey Concerns or the option to: 9.3.1 Close and accept fact that such new exceptions constitute New Title Defects within the title "as is," without reduction in 20-day period or remediates or removes the Purchase Price and without claim against Seller for such title defects Survey Concerns or New Title Defects within a reasonable time (except for any lien that Seller is required to cure pursuant to Section 9.2 that can be removed by the payment of money or bonding, for which credit shall be given Purchaser at the Closing unless Seller pays the same at the Closingnot exceeding 30 days) (and in such event, the Closing shall take place on the Closing Date); or 9.3.2 Cancel this Agreement, whereupon Escrow Agent, subject to the provisions of Section 11.3, shall return the Deposit, together with all interest earned thereon, to Purchaser, and both parties shall be released from all further obligations under this Agreement, except for those which expressly survive such termination, unless such title defects were caused by Seller's willful act or willful omission, in which event Seller shall remain liable to Purchaser for damages caused by such title defects.after notifying

Title Defects. 9.1 Purchaser (a) Buyer shall obtain as soon as reasonably practicable and deliver a copy to Seller: (x) the Title Commitment, (y) copies of all documents referred to on Schedule B of the Title Commitment as exceptions to coverage, and (z) the Survey. Prior to the expiration of the Due Diligence Period, Buyer shall have until April 21the right, 1999 it its sole discretion, to object in which writing to examine any title matters that appear on the Commitment Title Commitment, the Survey, and the Surveys. If Purchaser finds title to be defective, Purchaser shall, no later than 5:00 p.m. Eastern time on April 21, 1999, notify Seller in writing, specifying the title defect(sany updates thereto (whether or not such matters constitute Permitted Exceptions). If Purchaser fails After the expiration of the Due Diligence Period, Buyer shall have the right, in Buyer’s sole discretion, to give Seller written notice of object in writing to any title defect(smatters which are not Permitted Exceptions if (i) before 5:00 p.m. Eastern time such matters first appear on April 21, 1999, any update to the defects shown in the Title Commitment or Survey issued after the Surveys expiration of the Due Diligence Period, and (ii) such objection is made by Buyer within five (5) Business Days after such 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 be waived constitute additional Permitted Exceptions. If this Agreement is not terminated by Buyer in accordance with the provisions hereof, Seller shall, at the applicable Closing, Remove all Required Removal Exceptions. If Seller 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 Required Removal Exceptions, Seller may elect to closing this transaction. 9.2 If Purchaser has given Remove any such exceptions to title and Seller timely written may notify Buyer in writing within five (5) Business Days after receipt of Buyer’s notice of defect(s) and Buyer’s title objections (but, in any event, prior to the defect(s) render the title other than as represented in this Agreement or if any new defects appear from the date of the Commitment through the applicable Scheduled Closing Date, ) whether Seller elects to Remove the same. Failure of Seller to respond in writing within such period shall use commercially reasonable efforts be deemed an election by Seller not to cause only those defects recorded after October 7, 1997 Remove Buyer’s title objections. Any title objection that Seller elects in writing to Remove shall be cured by the Closing Datedeemed a Required Removal Exception. If Seller agrees elects or is deemed to remove, by payment, bonding have elected not to Remove one or otherwise, any such lien more of Buyer’s title objections (other than environmental liens) against the Property capable of removal by the payment of money or bonding. provided Seller shall not be obligated have the right to make this election with respect to any Required Removal Exception), then, within five (but may5) Business Days after Seller’s election or deemed election (but, in its sole and absolute discretion) cure any other defect or to buyout or settle any other claim or lien against the Property. At Seller's option, the Closing Date may be extended for a period not to exceed sixty (60) days for purposes of eliminating such title defects. If such additional time is reasonably required by Seller to cure such title defects, Seller's failure to extend the Closing Date shall be commercially unreasonable. 9.3 If Seller does not eliminate such defects as of the Closing Date, as the same may be extended under the preceding sentence, or if any new "title defects" appear between the date of the Commitment through the Closing Date which Seller does not eliminate as of the Closing Date, Purchaser shall have the option to: 9.3.1 Close and accept the title "as is," without reduction in the Purchase Price and without claim against Seller for such title defects (except for any lien that Seller is required to cure pursuant to Section 9.2 that can be removed by the payment of money or bonding, for which credit shall be given Purchaser at the Closing unless Seller pays the same at the Closing) (and in such event, prior to the Closing shall take place on the applicable Scheduled Closing Date); or 9.3.2 Cancel , Buyer may elect in writing to either (i) terminate this Agreement, whereupon Escrow Agent, subject to the provisions of Section 11.3, shall return the Deposit, together with all interest earned thereon, to Purchaser, and both parties shall be released from all further obligations under this Agreement, except for those which expressly survive such termination, unless such title defects were caused by Seller's willful act or willful omission, in which event the Deposit shall be paid to Buyer and, thereafter, the parties shall have no further rights or obligations hereunder except for obligations which expressly survive the termination of this Agreement, or (ii) waive such title objections and proceed to applicable Closing without any reduction of or credit against the Purchase Price. Failure of Buyer to respond in writing within such period shall be deemed an election by Buyer to waive such title objections and proceed to the applicable Closing. Any such title objection so waived (or deemed waived) by Buyer shall constitute a Permitted Exception. (c) Seller shall remain liable have the right to Purchaser for damages caused by such replace the Title Company with another nationally recognized title defectsinsurance 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. 9.1 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 have until April 21, 1999 in which to examine the Commitment and the Surveys. If Purchaser finds title to be defective, Purchaser shall, no later than 5:00 p.m. Eastern time on April 21, 1999, notify Seller in writingwriting (a "Disapproval Notice") of any Defects other than Permitted Exceptions that are objected to by Purchaser. With respect to any Defects noted in a Disapproval Notice, specifying Seller (a) shall cause any such Defects which are monetary liens of a fixed and ascertainable amount that may be removed solely by the payment of money, including without limitation, mortgage liens, security interests, judgment and mechanics' liens (collectively hereinafter referred to as "Required Cure Items"), to be removed, cured or insured over at or prior to the 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 defect(s). If Purchaser fails (provided, however, that in no event shall Seller be required to give Seller written notice of any title defect(spay more than Eight Million Dollars ($8,000,000.00) before 5:00 p.m. Eastern time on April 21, 1999, the defects shown in the Commitment aggregate with respect to Required Cure Items), and (b) shall notify Purchaser in writing within ten (10) days after receipt of the Disapproval Notice whether Seller will cause all or the Surveys any of such other Defects to be removed, cured or insured over at or prior to Closing, and Seller shall be deemed to be waived as have 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 objections subject to closing this transaction. 9.2 If Purchaser has given the Defect noted in the Disapproval Notice that Seller timely written notice of defect(s) elects not to remove, cure or insure over and the defect(s) render the title other than as represented in this Agreement or if any new defects appear deduct from the date Purchase Price all costs incurred by Purchaser in connection with Purchaser's cure or removal of each Required Cure Item up to a maximum of Eight Million Dollars ($8,000,000.00) in the aggregate for all of the Commitment through Required Cure Items, or (ii) to terminate this Agreement, in which event the Closing Date, Xxxxxxx Money and all interest accrued thereon shall be immediately returned to Purchaser. Seller shall use commercially reasonable efforts to cause only those defects recorded after October 7remove, 1997 cure or insure over all Required Cure Items and all Defects that Seller elects, or is deemed to be cured by the Closing Datehave elected, to cure, remove or insure over. Seller agrees shall have thirty (30) days to remove, by paymentcure or insure over any Defect that it has elected to remove, bonding cure or otherwiseinsure over (or is deemed to have elected to remove, any such lien (other than environmental liens) against the Property capable of removal by the payment of money cure or bondinginsure over). Seller shall not be obligated to (but may, in its sole and absolute discretion) cure any other defect or to buyout or settle any other claim or lien against the Property. At Seller's option, the Closing Date may be extended for a period not to exceed sixty (60) days for purposes of eliminating such title defects. If such additional time is reasonably required by Seller to cure such title defects, Seller's failure to extend the The Closing Date shall be commercially unreasonable. 9.3 extended as necessary to permit the parties to exercise their respective rights and obligations pursuant to this Section 3.2. If Seller does not eliminate such defects as any other update of the Closing Date, as the same may be extended under the preceding sentenceTitle Commitment, or if any new "title defects" appear between the date update of the Commitment through Lien Searches or the Closing Date Survey at any time discloses any Defects which Seller does are not eliminate as of the Closing DatePermitted Exceptions and which were not previously disclosed, Purchaser shall have deliver a Disapproval Notice to Seller within five (5) business days after receipt of such update and thereafter the option to: 9.3.1 Close rights and accept the title "as is," without reduction in the Purchase Price obligations of Seller and without claim against Seller for such title defects (except for any lien that Seller is required to cure pursuant to Section 9.2 that can be removed by the payment of money or bonding, for which credit Purchaser shall be given Purchaser at as set forth above in this Section 3.2 with respect to removal or cure of such new Defects. Notwithstanding anything to the Closing unless Seller pays the same at the Closing) (and contrary contained in such event, the Closing shall take place on the Closing Date); or 9.3.2 Cancel this Agreement, whereupon Escrow Agent, subject any insurance obtained by Seller over a Defect or a Required Cure Item shall be by endorsement to the provisions of Section 11.3, shall return the Deposit, together with all interest earned thereon, Title Policy in form and substance reasonably acceptable to Purchaser, and both parties shall be released from all further obligations under this Agreement, except for those which expressly survive such termination, unless such title defects were caused by Seller's willful act or willful omission, in which event Seller shall remain liable to Purchaser for damages caused by such title defects.

Title Defects. 9.1 Purchaser shall furnish to Seller within the Due Diligence Period a copy of a title commitment with respect to the Property prepared by the Title Insurer (the “Title Insurance Commitment”), together with a statement specifying any objections to title which are not Permitted Exceptions (“Purchaser’s Statement”), it being understood that Purchaser shall have until April 21, 1999 in no right to object to Permitted Exceptions. Seller shall have no obligation to remove any such objections except that on or before the Closing Date Seller shall cause to be removed any Security Documents. Seller shall notify Purchaser within three (3) Business Days after Seller’s receipt of Purchaser’s Statement whether Seller will remove on or before the Closing Date any such objections which to examine the Commitment and the Surveysare not Security Documents (“Seller’s Response”). If Seller does not advise Purchaser finds that such defects will be removed, Purchaser’s sole right shall be to either (a) waive the defect and close title without abatement or reduction of the Purchase Price or (b) terminate this Agreement, in either case upon notice to Seller given within three (3) Business Days after Purchaser receives Seller’s Response indicating that such defects will not be defective, Purchaser shall, no later than 5:00 p.m. Eastern time on April 21, 1999, notify Seller in writing, specifying the title defect(s)removed. If Purchaser fails to give elect to terminate this Agreement by notice given to Seller written notice of any title defect(swithin said three (3) before 5:00 p.m. Eastern time on April 21Business Day period, 1999, then Purchaser shall be conclusively deemed to have elected to waive the defects shown and close title in the Commitment or the Surveys shall be deemed to be waived as title objections to closing this transaction. 9.2 If Purchaser has given Seller timely written notice accordance with clause (a) of defect(s) and the defect(s) render the title other than as represented in this Agreement or if any new defects appear from the date of the Commitment through the Closing Date, Seller shall use commercially reasonable efforts to cause only those defects recorded after October 7, 1997 to be cured by the Closing Date. Seller agrees to remove, by payment, bonding or otherwise, any such lien (other than environmental liens) against the Property capable of removal by the payment of money or bonding. Seller shall not be obligated to (but may, in its sole and absolute discretion) cure any other defect or to buyout or settle any other claim or lien against the Property. At Seller's option, the Closing Date may be extended for a period not to exceed sixty (60) days for purposes of eliminating such title defects. If such additional time is reasonably required by Seller to cure such title defects, Seller's failure to extend the Closing Date shall be commercially unreasonable. 9.3 If Seller does not eliminate such defects as of the Closing Date, as the same may be extended under the preceding sentence. If Purchaser elects to terminate this Agreement by notice given to Seller within such three (3) Business Day period, or if any new "title defects" appear between the date of the Commitment through the Closing Date which Seller does not eliminate as of the Closing Date, Purchaser shall have the option to: 9.3.1 Close and accept the title "as is," without reduction in the Purchase Price and without claim against Seller for such title defects (except for any lien that Seller is required to cure pursuant to Section 9.2 that can be removed by the payment of money or bonding, for which credit Deposit shall be given Purchaser at the Closing unless Seller pays the same at the Closing) (and in such event, the Closing shall take place on the Closing Date); or 9.3.2 Cancel this Agreement, whereupon Escrow Agent, subject to the provisions of Section 11.3, shall return the Deposit, together with all interest earned thereon, returned to Purchaser, and both upon such return, except as expressly provided herein, this Agreement and all rights and obligations of the respective parties hereunder shall be released from all further obligations under this Agreement, except for those which expressly survive such termination, unless such title defects were caused by Seller's willful act or willful omission, in which event Seller shall remain liable to Purchaser for damages caused by such title defectsnull and void.

Title Defects. 9.1 If the Title Commitment or Survey discloses with respect to the Premises, exceptions to title or other matters unacceptable to Purchaser in its sole discretion (the “Unacceptable Title Matters”), Purchaser shall have until April 21notify Seller of any Unacceptable Title Matter related to the Premises on or before the date which is twenty (20) business days after the Purchaser receives the Title Commitment (such twenty (20) business day period from the delivery to Purchaser of the Title Commitment, 1999 in which hereinafter referred to examine as the Commitment and “Title Review Period” for the Surveys. If Purchaser finds title Premises, provided such notice shall be delivered to be defectiveSeller, Purchaser shallif at all, no later than 5:00 p.m. Eastern five (5) business days prior to the end of the Due Diligence Period (as hereinafter defined)), and Seller shall have ten (10) business days from the date of such notice (a) to have each such Unacceptable Title Matter removed (without any obligation to do so, except Seller will be obligated to remove at Closing any monetary liens encumbering the Premises), or (b) to attempt to have the Title Insurer commit to insure over such 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 Xxxxxxx Money), or (c) to correct each such other matter, in each case to the reasonable satisfaction of Purchaser. If within the time on April 21specified, 1999Seller fails to have each such Unacceptable Title Matter removed, notify Seller in writinginsured over or corrected as aforesaid, specifying Purchaser may elect to either (i) terminate this Agreement and receive a refund of the Xxxxxxx Money, or (ii) elect to accept title defect(s)to the Premises subject to the Unacceptable Title Matter. If Purchaser fails to give Seller written notice of any title defect(s) before 5:00 p.m. Eastern time on April 21make either such election, 1999, the defects shown in the Commitment or the Surveys Purchaser shall be deemed to be waived as title objections to closing this transactionhave elected option (ii) above. 9.2 If Purchaser has given Seller timely written notice of defect(s) and the defect(s) render the title other than as represented in this Agreement or if any new defects appear from the date of the Commitment through the Closing Date, Seller shall use commercially reasonable efforts to cause only those defects recorded after October 7, 1997 to be cured by the Closing Date. Seller agrees to remove, by payment, bonding or otherwise, any such lien (other than environmental liens) against the Property capable of removal by the payment of money or bonding. Seller shall not be obligated to (but may, in its sole and absolute discretion) cure any other defect or to buyout or settle any other claim or lien against the Property. At Seller's option, the Closing Date may be extended for a period not to exceed sixty (60) days for purposes of eliminating such title defects. If such additional time is reasonably required by Seller to cure such title defects, Seller's failure to extend the Closing Date shall be commercially unreasonable. 9.3 If Seller does not eliminate such defects as of the Closing Date, as the same may be extended under the preceding sentence, or if any new "title defects" appear between the date of the Commitment through the Closing Date which Seller does not eliminate as of the Closing Date, Purchaser shall have the option to: 9.3.1 Close and accept the title "as is," without reduction in the Purchase Price and without claim against Seller for such title defects (except for any lien that Seller is required to cure pursuant to Section 9.2 that can be removed by the payment of money or bonding, for which credit shall be given Purchaser at the Closing unless Seller pays the same at the Closing) (and in such event, the Closing shall take place on the Closing Date); or 9.3.2 Cancel this Agreement, whereupon Escrow Agent, subject to the provisions of Section 11.3, shall return the Deposit, together with all interest earned thereon, to Purchaser, and both parties shall be released from all further obligations under this Agreement, except for those which expressly survive such termination, unless such title defects were caused by Seller's willful act or willful omission, in which event Seller shall remain liable to Purchaser for damages caused by such title defects.

Title Defects. 9.1 If (1) the Title Commitment 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 Seller agrees Seller will cause to be discharged 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, a “Title Defect”), then Purchaser shall give Seller 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 any Title Defect, Seller shall notify Purchaser in writing whether or not Seller intends to cure such Title Defect. If Seller notifies Purchaser in writing that Seller intends to cure any Title Defect, then Seller shall do so at its expense prior to Closing. If Seller notifies Purchaser in writing that Seller is unwilling or unable to remove any Title Defect, then Purchaser may, at its option, (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 writing within five (5) days after expiration of said ten (10) day period. If Seller fails to respond to the Title Defect in writing within the specified time period, then Seller shall be deemed to have notified Purchaser that it is unwilling or unable to cure the Title Defect and Purchaser shall have until April 21, 1999 the same options described in which the immediately preceding sentence. Purchaser shall elect option (i) or (ii) above by written notice to examine the Commitment and the Surveys. If Purchaser finds title to be defective, Purchaser shall, no later than 5:00 p.m. Eastern time on April 21, 1999, notify Seller in writing, specifying the title defect(s)Seller. If Purchaser fails to give Seller written notice of any title defect(s) before 5:00 p.m. Eastern time on April 21elect either option as provided herein, 1999, the defects shown in the Commitment or the Surveys Purchaser shall be deemed to be waived as title objections to closing this transaction. 9.2 have elected option (i). If Purchaser has given Seller timely written notice of defect(s) and the defect(s) render the title other than as represented in terminates this Agreement or if any new defects appear from the date pursuant to provisions of the Commitment through the Closing Datethis sub-paragraph, Seller shall use commercially reasonable efforts to cause only those defects recorded after October 7, 1997 to be cured by refund the Closing Date. Seller agrees to remove, by payment, bonding or otherwise, any such lien (other than environmental liens) against the Property capable of removal by the payment of money or bonding. Seller shall not be obligated to (but may, in its sole and absolute discretion) cure any other defect or to buyout or settle any other claim or lien against the Property. At Seller's option, the Closing Date may be extended for a period not to exceed sixty (60) days for purposes of eliminating such title defects. If such additional time is reasonably required by Seller to cure such title defects, Seller's failure to extend the Closing Date shall be commercially unreasonable. 9.3 If Seller does not eliminate such defects as of the Closing Date, as the same may be extended under the preceding sentence, or if any new "title defects" appear between the date of the Commitment through the Closing Date which Seller does not eliminate as of the Closing Date, Purchaser shall have the option to: 9.3.1 Close and accept the title "as is," without reduction in the Purchase Price and without claim against Seller for such title defects (except for any lien that Seller is required to cure pursuant to Section 9.2 that can be removed by the payment of money or bonding, for which credit shall be given Purchaser at the Closing unless Seller pays the same at the Closing) Refundable Deposit (and in such eventthe Extension Fee (hereafter defined), the Closing shall take place on the Closing Date); or 9.3.2 Cancel this Agreement, whereupon Escrow Agent, subject if applicable) to the provisions Purchaser free and clear of Section 11.3, shall return the Deposit, together with all interest earned thereon, to Purchaserclaims of Seller, and both parties shall be released from all further obligations under this Agreement, except for those which expressly survive such termination, unless such title defects were caused by Seller's willful act or willful omission, in which event Seller shall remain liable to Purchaser for damages caused by such title defectshereunder.