Common use of Title Defects Clause in Contracts

Title Defects. If on the Closing Date the Sellers shall be unable to cause title to the Property to be free and clear of all exceptions to title other than Permitted Encumbrances, then the Sellers shall be entitled, but shall not be obligated, to adjourn the Closing for one or more periods not to exceed ninety (90) days in the aggregate for the purpose of causing title to be placed in the condition called for by this Agreement. If on the Closing Date, as the same may be adjourned as above provided, title to the Property is not free and clear of all exceptions to title other than Permitted Encumbrances, Purchaser may terminate this Agreement by notice to the Sellers delivered on or prior to the Closing Date, as the same may have been extended, in which event this Agreement shall be terminated and of no further force or effect, and neither party shall have any obligations of any nature to the other hereunder or by reason hereof, except as to those obligations hereunder that are specifically stated to survive such termination, and the Deposit shall be distributed by Escrow Agent in accordance with Section 3.2.2 (and the Sellers shall join with Purchaser in executing a written instruction to Escrow Agent to do so); provided, however, that in the event that title to the Property is not free and clear of all exceptions to title other than Permitted Encumbrances due to a breach of the proviso clause of the next sentence, Purchaser shall have the rights set forth in Section 16.2. Neither the Sellers nor Owner shall be under any obligation to take any steps or to institute or prosecute any action or proceedings, or expend any sums of money, to remove from title to the Property any defect, encumbrance or objection to title; provided, however, that the Sellers shall be responsible for discharging (and at or prior to the Closing shall discharge) any liens, encumbrances or other title defects which do not constitute Permitted Encumbrances, which can be discharged solely by the payment of a sum of money and which arise solely on account of actions or failures to act by Owner or VCR. The Sellers may use any part of the Purchase Price to discharge the same, provided that the Sellers shall deliver to Purchaser at the Closing instruments in recordable form sufficient to discharge such liens and encumbrances of record. Except for the Sellers' failure to discharge such monetary liens or encumbrances as aforesaid, the Sellers shall not be deemed in default of this Agreement, and Purchaser shall not be entitled to damages of any kind, if the Sellers shall fail or be unable to cause title to the Property to be in the condition called for by this Agreement, nor shall Purchaser, in such circumstances, be entitled to specific performance of this Agreement (unless the same is due to a default by the Sellers under this Agreement). In no event shall the Sellers or Owner be obligated to discharge any mechanic's or similar lien created by a Tenant in occupancy at the Closing whose Lease is in full force and effect, but the Sellers shall cause Owner (or VCR, as applicable) to use reasonable efforts to cause such Tenant to do so. For purposes of this Section 14.2, the Sellers shall be deemed to have cured or removed any title exception if the Title Company or any other reputable title insurance company shall be prepared to issue to Owner an owner's policy of title insurance for the Property (at standard rates or with the Sellers paying any additional premium in connection with such exception) dated as of the Closing Date insuring over such exception, or providing affirmative coverage or an endorsement with respect thereto that is reasonably satisfactory to Purchaser.

Title Defects. If on For the Closing Date the Sellers shall be unable to cause title to the Property to be free and clear of all exceptions to title other than Permitted Encumbrances, then the Sellers shall be entitled, but shall not be obligated, to adjourn the Closing for one or more periods not to exceed ninety (90) days in the aggregate for the purpose of causing title to be placed in the condition called for by this Agreement. If on the Closing Date, as the same may be adjourned as above provided, title to the Property is not free and clear of all exceptions to title other than Permitted Encumbrances, Purchaser may terminate this Agreement by notice to the Sellers delivered on or prior to the Closing Date, as the same may have been extended, in which event this Agreement shall be terminated and of no further force or effect, and neither party shall have any obligations of any nature to the other hereunder or by reason hereof, except as to those obligations hereunder that are specifically stated to survive such termination, and the Deposit shall be distributed by Escrow Agent in accordance with Section 3.2.2 (and the Sellers shall join with Purchaser in executing a written instruction to Escrow Agent to do so); provided, however, that in the event that title to the Property is not free and clear of all exceptions to title other than Permitted Encumbrances due to a breach of the proviso clause of the next sentence, Purchaser shall have the rights set forth in Section 16.2. Neither the Sellers nor Owner shall be under any obligation to take any steps or to institute or prosecute any action or proceedings, or expend any sums of money, to remove from title to the Property any defect, encumbrance or objection to title; provided, however, that the Sellers shall be responsible for discharging (and at or prior to the Closing shall discharge) any liens, encumbrances or other title defects which do not constitute Permitted Encumbrances, which can be discharged solely by the payment of a sum of money and which arise solely on account of actions or failures to act by Owner or VCR. The Sellers may use any part of the Purchase Price to discharge the same, provided that the Sellers shall deliver to Purchaser at the Closing instruments in recordable form sufficient to discharge such liens and encumbrances of record. Except for the Sellers' failure to discharge such monetary liens or encumbrances as aforesaid, the Sellers shall not be deemed in default purposes of this Agreement, and Purchaser shall not be entitled to damages a portion of any kind, if the Sellers shall fail or be unable to cause title to the Property to be in the condition called for by this Agreement, nor shall Purchaser, in such circumstances, be entitled to specific performance of this Agreement (unless the same is due to a default by the Sellers under this Agreement). In no event shall the Sellers or Owner be obligated to discharge any mechanic's or similar lien created by a Tenant in occupancy at the Closing whose Lease is in full force and effect, but the Sellers shall cause Owner (or VCR, as applicable) to use reasonable efforts to cause such Tenant to do so. For purposes of this Section 14.2, the Sellers Subject Interests shall be deemed to have cured a "Title Defect" if any one or removed more of the following statements is untrue in any title exception if material respect with respect to such portion of the Title Company or any other reputable title insurance company shall be prepared to issue to Owner an owner's policy of title insurance for the Property (at standard rates or with the Sellers paying any additional premium in connection with such exception) dated Subject Interests as of the Closing Date insuring over Effective Time: (i) Seller has Defensible Title thereto. (ii) All royalties, rentals, Xxxx clause payments, shut-in gas payments and other payments due with respect to such exceptionportion of the Subject Interests have been properly and timely paid, except for payments held in suspense for title or other reasons which are customary in the industry and which will not result in grounds for cancellation of Seller's rights in such portion of the Subject Interests. (iii) Except as set forth in any of the Exhibits hereto, Seller is not in default under the material terms of any leases, farmout agreements or other contracts or agreements respecting such portion of the Subject Interests which could (1) materially interfere with the operation; value or use thereof, (2) materially prevent Seller from receiving the proceeds of production attributable to Seller's interest therein, or providing affirmative coverage (3) result in cancellation of Seller's interest therein. (iv) There is no lien, charge, encumbrance, defect or an endorsement objection (other than a Permitted Encumbrance) against, in or to Seller's title thereto or right or interest therein, and no fact or circumstance relative thereto exists of such significance that a reasonable and prudent person engaged in the business of the ownership, development and operation of oil and gas properties with respect thereto knowledge of all the facts and appreciation of their legal significance would be unwilling to accept and pay for the Subject Interest or portion thereof which is affected thereby. Notwithstanding the foregoing, loss of any Subject Interest or portion thereof following the Effective Time due to (i) any election or decision made by Seller in accordance with Article IX or (ii) expiration of the primary or secondary term of a lease shall not constitute a Title Defect as long as Seller shall not have breached the provisions of Article IX. Subject to Section 15.1 below, the failure of any governmental office to approve or consent to any assignment or other conveyance of a Subject Interest filed with such office shall not constitute a Title Defect; provided that is reasonably satisfactory such office has not expressly and specifically refused to Purchasergrant such consent or approval as a result of the existence of a Title Defect.

Title Defects. If on For the Closing Date the Sellers shall be unable to cause title to the Property to be free and clear of all exceptions to title other than Permitted Encumbrances, then the Sellers shall be entitled, but shall not be obligated, to adjourn the Closing for one or more periods not to exceed ninety (90) days in the aggregate for the purpose of causing title to be placed in the condition called for by this Agreement. If on the Closing Date, as the same may be adjourned as above provided, title to the Property is not free and clear of all exceptions to title other than Permitted Encumbrances, Purchaser may terminate this Agreement by notice to the Sellers delivered on or prior to the Closing Date, as the same may have been extended, in which event this Agreement shall be terminated and of no further force or effect, and neither party shall have any obligations of any nature to the other hereunder or by reason hereof, except as to those obligations hereunder that are specifically stated to survive such termination, and the Deposit shall be distributed by Escrow Agent in accordance with Section 3.2.2 (and the Sellers shall join with Purchaser in executing a written instruction to Escrow Agent to do so); provided, however, that in the event that title to the Property is not free and clear of all exceptions to title other than Permitted Encumbrances due to a breach of the proviso clause of the next sentence, Purchaser shall have the rights set forth in Section 16.2. Neither the Sellers nor Owner shall be under any obligation to take any steps or to institute or prosecute any action or proceedings, or expend any sums of money, to remove from title to the Property any defect, encumbrance or objection to title; provided, however, that the Sellers shall be responsible for discharging (and at or prior to the Closing shall discharge) any liens, encumbrances or other title defects which do not constitute Permitted Encumbrances, which can be discharged solely by the payment of a sum of money and which arise solely on account of actions or failures to act by Owner or VCR. The Sellers may use any part of the Purchase Price to discharge the same, provided that the Sellers shall deliver to Purchaser at the Closing instruments in recordable form sufficient to discharge such liens and encumbrances of record. Except for the Sellers' failure to discharge such monetary liens or encumbrances as aforesaid, the Sellers shall not be deemed in default purposes of this Agreement, and Purchaser shall not be entitled to damages a portion of any kind, if the Sellers shall fail or be unable to cause title to the Property to be in the condition called for by this Agreement, nor shall Purchaser, in such circumstances, be entitled to specific performance of this Agreement (unless the same is due to a default by the Sellers under this Agreement). In no event shall the Sellers or Owner be obligated to discharge any mechanic's or similar lien created by a Tenant in occupancy at the Closing whose Lease is in full force and effect, but the Sellers shall cause Owner (or VCR, as applicable) to use reasonable efforts to cause such Tenant to do so. For purposes of this Section 14.2, the Sellers Subject Interests shall be deemed to have cured a "Title Defect" if any one or removed more of the following statements is untrue in any title exception if material respect with respect to such portion of the Title Company or any other reputable title insurance company shall be prepared to issue to Owner an owner's policy of title insurance for the Property (at standard rates or with the Sellers paying any additional premium in connection with such exception) dated Subject Interests as of the Closing Date insuring over Effective Time: (i) Seller has Defensible Title thereto. (ii) All royalties, rentals, Xxxx clause payments, shut-in gas payments and other payments due with respect to such exceptionportion of the Subject Interests have been properly and timely paid, except for payments held in suspense for title or other reasons which are customary in the industry and which will not result in grounds for cancellation of Seller's rights in such portion of the Subject Interests. (iii) Except as set forth in any of the Exhibits hereto, Seller is not in default under the material terms of any leases, farmout agreements or other contracts or agreements respecting such portion of the Subject Interests which could (1) materially interfere with the operation; value or use thereof, (2) materially prevent Seller from receiving the proceeds of production attributable to Seller's interest therein, or providing affirmative coverage (3) result in cancellation of Seller's interest therein. (iv) There is no lien, charge, encumbrance, defect or an endorsement objection (other than a Permitted Encumbrance) against, in or to Seller's title thereto or right or interest therein, and no fact or circumstance relative thereto exists of such significance that a reasonable and prudent person engaged in the business of the ownership, development and operation of oil and gas properties with respect thereto knowledge of all the facts and appreciation of their legal significance would be unwilling to accept and pay for the Subject Interest or portion thereof which is affected thereby. Notwithstanding the foregoing, loss of any Subject Interest or portion thereof following the Effective Time due to (i) any election or decision made by Seller in accordance with Article VIII or (ii) expiration of the primary or secondary term of a lease shall not constitute a Title Defect as long as Seller shall not have breached the provisions of Article VIII. Subject to Section 14.1 below, the failure of any governmental office to approve or consent to any assignment or other conveyance of a Subject Interest filed with such office shall not constitute a Title Defect; provided that is reasonably satisfactory such office has not expressly and specifically refused to Purchasergrant such consent or approval as a result of the existence of a Title Defect.

Title Defects. If on the Closing Date Abstract, Title Commitment, the Sellers shall be unable to cause title to UCC Searches, the Survey or the Property to be free and clear Documents (or any revision or update of all any of them) discloses (i) exceptions to title other than Permitted EncumbrancesExceptions or existing encumbrances in an aggregate amount less than the Purchase Price which Seller shall discharge on or before Closing either by payment or credit against the Purchase Price or (ii) any other matter which does not conform to the requirements of this Agreement, then the Sellers Purchaser shall be entitled, but shall not be obligated, to adjourn the Closing for one or more periods not to exceed ninety so notify Seller within thirty (9030) days of Purchaser’s receipt of the Abstract, Title Commitment, UCC Searches, Survey or the Property Documents and Seller shall have thirty (30) days from the date of such notice to have each such unpermitted exception to title removed or to correct each such other matter, in each case to the aggregate for reasonable satisfaction of Purchaser. If within the purpose of causing title time specified Seller fails to be placed have each such unpermitted exception removed or correct each such other matter as aforesaid, Purchaser may, at its option, and in the condition called for by addition to all other rights and remedies available to Purchaser under or pursuant to this Agreement. If on the Closing Date, as the same may be adjourned as above provided, title to the Property is not free and clear of all exceptions to title other than Permitted Encumbrances, Purchaser may either (i) terminate this Agreement by notice to and immediately receive from the Sellers delivered on or prior to Escrowee the Closing Date, as the same may have been extendedXxxxxxx Money, in which event this Agreement Agreement, without further action of the parties, shall be terminated become null and of no further force or effect, void and neither party shall have any further rights or obligations of any nature under this Agreement, or (ii) elect to the other hereunder or by reason hereof, except as to those obligations hereunder that are specifically stated to survive such termination, and the Deposit shall be distributed by Escrow Agent in accordance with Section 3.2.2 (and the Sellers shall join with Purchaser in executing a written instruction to Escrow Agent to do so); provided, however, that in the event that accept title to the Property is not free and clear of all exceptions in its then current status with the right to title other than Permitted Encumbrances due to a breach of the proviso clause of the next sentence, Purchaser shall have the rights set forth in Section 16.2. Neither the Sellers nor Owner shall be under any obligation to take any steps or to institute or prosecute any action or proceedings, or expend any sums of money, to remove deduct from title to the Property any defect, encumbrance or objection to title; provided, however, that the Sellers shall be responsible for discharging (and at or prior to the Closing shall discharge) any liens, encumbrances or other title defects which do not constitute Permitted Encumbrances, which can be discharged solely by the payment of a sum of money and which arise solely on account of actions or failures to act by Owner or VCR. The Sellers may use any part of the Purchase Price a sum equal to the amount required to discharge the same, provided that the Sellers shall deliver to Purchaser at the Closing instruments in recordable form sufficient to discharge such liens and encumbrances of record. Except for the Sellers' failure to discharge such monetary liens or encumbrances of a definite or ascertainable amount. If Purchaser fails to make either such election and elects not to pursue its other rights and remedies as aforesaid, the Sellers shall not be deemed in default of this Agreement, and Purchaser shall not be entitled to damages of any kind, if the Sellers shall fail or be unable to cause title to the Property to be in the condition called for by this Agreement, nor shall Purchaser, in such circumstances, be entitled to specific performance of this Agreement (unless the same is due to a default by the Sellers under this Agreement). In no event shall the Sellers or Owner be obligated to discharge any mechanic's or similar lien created by a Tenant in occupancy at the Closing whose Lease is in full force and effect, but the Sellers shall cause Owner (or VCR, as applicable) to use reasonable efforts to cause such Tenant to do so. For purposes of this Section 14.2, the Sellers shall be deemed to have cured or removed any title exception if the Title Company or any other reputable title insurance company shall be prepared to issue to Owner an owner's policy of title insurance for the Property elected option (at standard rates or with the Sellers paying any additional premium in connection with such exception) dated as of the Closing Date insuring over such exception, or providing affirmative coverage or an endorsement with respect thereto that is reasonably satisfactory to Purchaseri).

Title Defects. If a. GMXR shall, at its sole expense, conduct such examinations of title and data as it sees fit and shall notify ROI, in writing, on or before February 28, 2011 (the Closing Date “Defect Notice Deadline”) of any Title Defects, as defined below, with respect to the Sellers shall Subject Interest. Without waiving any of its rights under Section 10 herein or under the special warranty of title in the Assignment and Xxxx of Sale delivered at Closing, GMXR will be unable deemed to cause have waived any Title Defects as to which GMXR has not given ROI written notice on or before the Defect Notice Deadline. “Title Defect” means a defect in or failure of ROI’s ownership of any of the Subject Interests that causes ROI to not have Marketable Title to such Subject Interest. “Marketable Title” means a title that can be deduced from the applicable county, state and federal records and is such that: (a) a reasonable and prudent person engaged in the business of the ownership, development and operation of oil and gas properties with the knowledge of all the facts and their legal bearing would be willing to accept title to the Property property; (b) such title will entitle GMXR to be receive a net revenue interest in the Subject Leases entitling it to not less than 80% of 8/8ths of all hydrocarbons produced, saved and marketed from the Subject Leases; (c) the net mineral acres covered by each of the Subject Leases are not less than that set forth in Exhibit A with respect to each such lease; and (d) such title is free and clear of from all exceptions to title liens and encumbrances, other than Permitted Encumbrances, then the Sellers shall be entitled, but shall not be obligated, to adjourn the Closing for one or more periods not to exceed ninety (90) days in the aggregate for the purpose of causing title to be placed in the condition called for by this Agreement. If on the Closing Date, as the same may be adjourned as above provided, title to the Property is not free and clear of all exceptions to title other than Permitted Encumbrances, Purchaser may terminate this Agreement by notice to the Sellers delivered on or prior to the Closing Date, as the same may have been extended, in which event this Agreement shall be terminated and of no further force or effect, and neither party shall have any obligations of any nature to the other hereunder or by reason hereof, except as to those obligations hereunder that are specifically stated to survive such termination, and the Deposit shall be distributed by Escrow Agent in accordance with Section 3.2.2 (and the Sellers shall join with Purchaser in executing a written instruction to Escrow Agent to do so); provided, however, that in the event that title to the Property is not free and clear of all exceptions to title other than Permitted Encumbrances due to a breach of the proviso clause of the next sentence, Purchaser shall have the rights set forth in Section 16.2. Neither the Sellers nor Owner shall be under any obligation to take any steps or to institute or prosecute any action or proceedings, or expend any sums of money, to remove from title to the Property any defect, encumbrance or objection to title; provided, however, that the Sellers shall be responsible for discharging (and at or prior to the Closing shall discharge) any liens, encumbrances or other title defects which do not constitute Permitted Encumbrances, which can be discharged solely by the payment of a sum of money and which arise solely on account of actions or failures to act by Owner or VCR. The Sellers may use any part of the Purchase Price to discharge the same, provided that the Sellers shall deliver to Purchaser at the Closing instruments in recordable form sufficient to discharge such liens and encumbrances that (i) are of record. Except for the Sellers' failure to discharge such monetary liens or encumbrances as aforesaid, nature customarily accepted by prudent purchasers of oil and gas properties; (ii) do not materially affect the Sellers shall not be deemed in default of this Agreement, and Purchaser shall not be entitled to damages value of any kind, if property encumbered thereby or materially impair the Sellers shall fail or be unable ability to cause title use any such property in oil and gas operations; and (iii) do not operate to reduce the Property net revenue interest to be in the condition called for by this Agreement, nor shall Purchaser, in such circumstances, be entitled delivered to specific performance GMXR below 80% of this Agreement (unless the same is due to a default by the Sellers under this Agreement). In no event shall the Sellers or Owner be obligated to discharge any mechanic's or similar lien created by a Tenant in occupancy at the Closing whose Lease is in full force and effect, but the Sellers shall cause Owner (or VCR, as applicable) to use reasonable efforts to cause such Tenant to do so. For purposes of this Section 14.2, the Sellers shall be deemed to have cured or removed any title exception if the Title Company or any other reputable title insurance company shall be prepared to issue to Owner an owner's policy of title insurance for the Property (at standard rates or with the Sellers paying any additional premium in connection with such exception) dated as of the Closing Date insuring over such exception, or providing affirmative coverage or an endorsement with respect thereto that is reasonably satisfactory to Purchaser8/8ths.

Title Defects. If Title defects shall refer to those defects or irregularities that (a) would cause Buyer to receive less than the net revenue interest (NRI) set forth on Exhibit A-1; or (b) create a lien or encumbrance on any portion of the Closing Date Properties. Title defects shall not mean defects or irregularities in the Sellers shall be unable to cause title to the Property to be free Properties that do not interfere with the operation, value or use of the Properties (or portion thereof) affected thereby and clear of all exceptions to title other than Permitted Encumbrances, then the Sellers shall be entitled, but shall that would not be obligated, to adjourn the Closing for one or more periods not to exceed ninety (90) days in the aggregate for the purpose of causing title to be placed in the condition called for by this Agreement. If on the Closing Date, as the same may be adjourned as above provided, title to the Property is not free and clear of all exceptions to title other than Permitted Encumbrances, Purchaser may terminate this Agreement by notice to the Sellers delivered on or prior to the Closing Date, as the same may have been extended, in which event this Agreement shall be terminated and of no further force or effect, and neither party shall have any obligations of any nature to the other hereunder or by reason hereof, except as to those obligations hereunder that are specifically stated to survive such termination, and the Deposit shall be distributed by Escrow Agent considered material in accordance with Section 3.2.2 (and the Sellers shall join with Purchaser in executing a written instruction to Escrow Agent to do so); providedindustry standards, however, that in the event that title including but not limited to the Property is following "Permitted Encumbrances": lessors' royalties, overriding royalties, net profits interests, production payments, reversionary interests and similar burdens if the net cumulative effect of such burdens does not free and clear of all exceptions operate to title other than Permitted Encumbrances due to a breach of reduce the proviso clause of NRI for the next sentence, Purchaser shall have the rights formation upon which an allocated value has been established as set forth in Section 16.2. Neither the Sellers nor Owner shall be under Exhibit A-1; any obligation preferential rights to take any steps purchase and required third party consents to assignments of contracts or to institute property and similar agreements; liens for taxes or prosecute any action or proceedingsassessments not yet due and delinquent or, or expend any sums of money, to remove from title to the Property any defect, encumbrance or objection to title; provided, howeverif delinquent, that are being contested in good faith in the Sellers shall be responsible for discharging (normal course of business; rights of reassignment upon the surrender or expiration of any lease; easements, rights-of-way, servitudes, permits, surface leases and at other rights with respect to surface operations, on, over or prior to in respect of any of the Closing shall discharge) properties or any liens, encumbrances or other restriction on access thereto that do not materially interfere with the operation of the affected asset as has been conducted in the past; such title defects which do not constitute Permitted Encumbranceshave been cured or Buyer has waived; materialmen's, which can be discharged solely by mechanics', repairmen's, employees', contractors', operators' or other similar liens or charges arising in the payment ordinary course of a sum of money and which arise solely on account of actions business incidental to construction, maintenance or failures to act by Owner or VCR. The Sellers may use any part operation of the Purchase Price to discharge the same, provided that the Sellers shall deliver to Purchaser at the Closing instruments in recordable form sufficient to discharge Properties (i) if such liens and encumbrances charges have not been filed pursuant to law and the time for filing such liens and charges has expired, (ii) if filed, such liens and charges have not yet become due and payable or payment is being withheld as provided by law, or (iii) if their validity is being contested in good faith by appropriate action; rights reserved to or vested in any federal, state, local, tribal or foreign governmental body, authority or agency to control or regulate any of record. Except for the Sellers' failure to discharge such monetary Properties in any manner; and all applicable laws, rules, regulations and orders of general applicability in the area of the Properties; liens or encumbrances as aforesaidarising under operating agreements, the Sellers shall unitization and pooling agreements and production sales contracts securing amounts not be deemed in default of this Agreement, and Purchaser shall not be entitled to damages of any kindyet delinquent or, if the Sellers shall fail or be unable to cause title to the Property to be delinquent, being contested in good faith in the condition called ordinary course of business; all calls on or preferential rights to purchase production at a price (adjusted for by this Agreementquality, nor shall Purchaser, in such circumstances, be entitled transportation and location) no less than average area spot prices with respect to specific performance gas; the litigation and claims listed on Schedule 4.2; all documents and matters of this Agreement (unless the same is due to a default by the Sellers under this Agreement). In no event shall the Sellers or Owner be obligated to discharge any mechanic's or similar lien created by a Tenant in occupancy at the Closing whose Lease is in full force and effect, but the Sellers shall cause Owner (or VCR, as applicable) to use reasonable efforts to cause such Tenant to do so. For purposes of this Section 14.2, the Sellers shall be deemed to have cured or removed any title exception if the Title Company or any other reputable title insurance company shall be prepared to issue to Owner an owner's policy of title insurance for the Property (at standard rates or with the Sellers paying any additional premium in connection with such exception) dated record as of the Closing Date insuring over such exceptionEffective Time, unless the document or providing affirmative coverage or an endorsement with respect thereto matter has properly been identified as a title defect in a title defect notice pursuant to Section 2.4; and As to any undeveloped properties, routine title curative matters expected to be encountered in a non-producing property in the area and that is are customarily cured in the normal course of development of non-producing properties without material expense and not reasonably satisfactory anticipated to Purchasercause a material impairment of Buyer’s ability to develop the interest in question.

Title Defects. If on After the Closing Date Due Diligence Date, if any revision or update of any Title Commitment or Survey, including the Sellers shall be unable new preliminary title reports, Title Commitments and Surveys obtained pursuant to cause title to the Property to be free and clear of all Section 4(C) above, discloses exceptions to title other than Permitted EncumbrancesExceptions, then Purchaser shall so notify Seller on or before the Sellers fifth (5th) business day after receipt of same, or at Closing, if less than five (5) business days remain from receipt of same and Closing (the "Objection Cut Off Date"), time being of the essence, and Seller, or a Joint Venture, as applicable, shall be entitled, but shall not be obligated, to have until Closing (and may adjourn the Closing for one or more periods such reasonable periods, not to exceed ninety sixty (9060) days in the aggregate) to have each such exception that is not a Permitted Exception to title removed or corrected in each case to the reasonable satisfaction of Purchaser, but subject to Section 4(E). Nothing herein shall require Seller or the Joint Ventures or any of their Subsidiaries to (i) bring any action or proceeding to remove any exception that is not a Permitted Exception or (ii) take any steps, or otherwise incur any expense, in excess of $100,000 for any one Property and $400,000 in the aggregate for all Properties (such cap amounts collectively, the purpose "Title and Violations Cure Cap") to remove any exception that is not a Permitted Exception (except that Seller or a Joint Venture, as applicable, shall be obligated to remove any and all liens voluntarily placed by Seller or such Joint Venture or their respective Subsidiaries against any Property after the date of causing the applicable Title Commitment in violation of this Agreement and shall remove any other exceptions that are not Permitted Exceptions that: (I) are for liquidated amounts, (II) can be removed by the mere payment of money, and (III) would cost not more than the Title and Violations Cure Cap to remove). Any exception to title to which Purchaser does not raise on or before the Objection Cut Off Date shall be placed in the condition called for by this Agreementdeemed a Permitted Exception. If on the Closing DateSeller or a Joint Venture, as the same may be adjourned as above providedapplicable, title fails to the Property have each such exception that is not free and clear of all exceptions a Permitted Exception removed or corrected at or prior to title other than Permitted EncumbrancesClosing (as adjourned), Purchaser may at its sole and exclusive option at Closing (as adjourned), either (a) terminate this Agreement by written notice to Seller and the Sellers delivered on or prior to the Closing DateJoint Ventures, as the same may have been extended, in which event this Agreement whereupon all rights and obligations hereunder of each party shall cease and terminate and be terminated and of no further force or effect, effect except those rights and neither party shall have any obligations of any nature to the other hereunder or by reason hereof, except as to those obligations hereunder that are specifically stated expressly survive the termination of this Agreement, or (b) elect to survive such termination, and the Deposit shall be distributed by Escrow Agent in accordance with Section 3.2.2 (and the Sellers shall join with Purchaser in executing a written instruction to Escrow Agent to do so); provided, however, that in the event that accept title to the Property as it then is not free and clear of all exceptions to title other than Permitted Encumbrances due to a breach of the proviso clause of the next sentencewithout any reduction in, Purchaser shall have the rights set forth in Section 16.2. Neither the Sellers nor Owner shall be under any obligation to take any steps or to institute or prosecute any action or proceedingsabatement of, or expend any sums of money, to remove from title to the Property any defect, encumbrance or objection to title; provided, however, that the Sellers shall be responsible for discharging (and at or prior to the Closing shall discharge) any liens, encumbrances or other title defects which do not constitute Permitted Encumbrances, which can be discharged solely by the payment of a sum of money and which arise solely on account of actions or failures to act by Owner or VCR. The Sellers may use any part of credit against the Purchase Price to discharge the same, provided that the Sellers and such exceptions shall deliver to Purchaser at the Closing instruments in recordable form sufficient to discharge such liens and encumbrances of record. Except for the Sellers' failure to discharge such monetary liens or encumbrances as aforesaid, the Sellers shall not be deemed in default of this AgreementPermitted Exceptions; if Purchaser fails to make either such election at Closing, and Purchaser shall not be entitled to damages of any kind, if the Sellers shall fail or be unable to cause title to the Property to be in the condition called for by this Agreement, nor shall Purchaser, in such circumstances, be entitled to specific performance of this Agreement (unless the same is due to a default by the Sellers under this Agreement). In no event shall the Sellers or Owner be obligated to discharge any mechanic's or similar lien created by a Tenant in occupancy at the Closing whose Lease is in full force and effect, but the Sellers shall cause Owner (or VCR, as applicable) to use reasonable efforts to cause such Tenant to do so. For purposes of this Section 14.2, the Sellers shall be deemed to have cured or removed any title exception if the Title Company or any other reputable title insurance company shall be prepared to issue to Owner an owner's policy of title insurance for the Property elected option (at standard rates or with the Sellers paying any additional premium in connection with such exception) dated as of the Closing Date insuring over such exception, or providing affirmative coverage or an endorsement with respect thereto that is reasonably satisfactory to Purchaserb).

Title Defects. If on (a) (i) Buyer may seek to cause LandAmerica Commercial Services, Dallas, Texas (the “Title Company”) to deliver to Buyer a commitment for a title insurance policy in favor of Buyer with respect to the Real Property leased by Waskom and comprising Wxxxxx’x gas processing plant located in Waskom, Texas as more fully described, by a full and complete legal description, in Schedule 2.05(a)(1) hereto (the “Waskom Site”), such policy to be a standard form Texas title insurance policy in favor of Buyer insuring Wxxxxx’x leasehold interest in the Waskom Site (the “Waskom Title Policy”). Buyer shall be responsible for the payment of all costs and expenses associated with the issuance of the Waskom Title Policy and Sellers shall use their commercially reasonable efforts to deliver to the Title Company any affidavits, agreements or other documents or assurances reasonably necessary to cause the issuance of the Waskom Title Policy. Buyer agrees that it will not delay the Closing, if all other conditions to the occurrence of the Closing Date shall have then been satisfied in accordance with the Sellers provisions of this Agreement, due to the unavailability of such title commitment provided that the provisions of this sentence shall be unable not restrict Buyer’s ability to object to Title Defects pursuant to Section 2.05(b) below. (i) Buyer may seek to cause title a Texas registered and licensed professional surveyor identified by Buyer to deliver to Buyer a current survey with respect to the Property Waskom Site to be free meet the requirements of the Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys jointly established by the American Land Title Association, the American Congress on Surveying and clear Mapping and the National Society of Professional Surveyors. Buyer agrees that it will not delay the Closing, if all exceptions other conditions to title other than Permitted Encumbrancesthe occurrence of the Closing shall have then been satisfied in accordance with the provisions of this Agreement, then due to the Sellers shall be entitledunavailability of such survey within the time frame specified above, but provided that the provisions of this sentence shall not be obligated, restrict Buyer’s ability to adjourn object to any Title Defects pursuant to Section 2.05(b) below. (b) As soon as reasonably practicable following the Closing for one or more periods not to exceed ninety (90) days in the aggregate for the purpose date of causing title to be placed in the condition called for by this Agreement. If on the Closing Date, as the same may be adjourned as above provided, title to the Property is not free and clear of all exceptions to title other in no event later than Permitted Encumbrances, Purchaser may terminate this Agreement by notice to the Sellers delivered on or 15 Business Days prior to the Closing Date, as the same may have been extended, in which event this Agreement shall be terminated and of no further force or effect, and neither party shall have any obligations of any nature to the other hereunder or by reason hereof, except as to those obligations hereunder that are specifically stated to survive such termination, and the Deposit shall be distributed by Escrow Agent in accordance with Section 3.2.2 (and the Sellers shall join with Purchaser in executing a written instruction to Escrow Agent to do so); provided, however, that in the event that title to the Property is not free and clear of all exceptions to title other than Permitted Encumbrances due to a breach of the proviso clause of the next sentence, Purchaser shall have the rights set forth in Section 16.2. Neither the Sellers nor Owner shall be under any obligation to take any steps or to institute or prosecute any action or proceedings, or expend any sums of money, to remove from title to the Property any defect, encumbrance or objection to title; provided, however, that the Sellers shall be responsible for discharging (and at or prior to the Closing shall discharge) any liens, encumbrances or other title defects which do not constitute Permitted Encumbrances, which can be discharged solely by the payment of a sum of money and which arise solely on account of actions or failures to act by Owner or VCR. The Sellers may use any part of the Purchase Price to discharge the same, provided that the Sellers Buyer shall deliver to Purchaser at Sellers written notices identifying each matter that it believes in good faith to be a Title Defect, together with a reasonable, good faith estimate of the Closing instruments in recordable form sufficient to discharge associated Title Defect Amount for each such liens and encumbrances of record. Except for the Sellers' failure to discharge such monetary liens or encumbrances as aforesaid, the Sellers shall not be deemed in default of this Agreementalleged Title Defect, and Purchaser shall not be entitled reasonable written documentation to damages support Buyer’s claims of any kind, if each such Title Defect (the Sellers shall fail or be unable to cause title to the Property to be in the condition called for by this Agreement, nor shall Purchaser, in such circumstances, be entitled to specific performance of this Agreement (unless the same is due to a default by the Sellers under this Agreement“Title Defect Notice”). In no event shall order for Sellers to review the alleged Title Defects listed in the Title Defect Notice, Buyer will provide to Sellers and their representatives copies of any documents used to determine the existence of a Title Defect and the estimated Title Defect Amount. (c) If Sellers disagree with the existence of a Title Defect or Owner be obligated to discharge any mechanic's or similar lien created by a Tenant in occupancy at the Closing whose Lease is in full force and effectassociated Title Defect Amount, but the then Sellers shall cause Owner notify Buyer of such disagreement in writing (a “Notice of Disagreement”) within 5 Business Days after their receipt of the applicable Title Defect Notice. Such Notice of Disagreement shall specify in reasonable detail Sellers’ grounds for such disagreement, the Title Defect Amount estimated by Sellers therefore, or VCRboth, as applicable) to use reasonable efforts to cause such Tenant to the case may be. To the extent Sellers do so. For purposes not contest a Title Defect or a Title Defect Amount in a Notice of this Section 14.2Disagreement within 5 Business Days after receipt of the applicable Title Defect Notice, the Sellers shall be deemed to have cured accepted the existence of such Title Defect or removed Title Defect Amount, which shall be final, binding and conclusive for all purposes hereunder. (d) If a Notice of Disagreement is timely provided by Sellers, Buyer and Sellers shall use commercially reasonable efforts for a period of 3 Business Days after delivery of such Notice of Disagreement (or such longer period as they may mutually agree) to resolve any title exception if 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, Sellers and Buyer agree that they will turn the dispute over to an independent, experienced real estate attorney who is practicing law with a regional law firm that is nationally recognized in the midstream oil and gas industry, that is mutually agreed upon by Sellers and Buyer (the “Title Defect Arbitrator”), to resolve any remaining disagreements. (e) The Title Defect Arbitrator shall determine as promptly as practicable (but in any event within 10 Business Days) following the date on which such dispute is referred to the Title Company Defect Arbitrator the existence of any alleged Title Defect or any other reputable title insurance company the disputed Title Defect Amount, as the 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 Title Defect Amount referred to the Title Defect Arbitrator for resolution, and the Title Defect Arbitrator shall be prepared required to issue select the position of either one party or the other with respect to Owner an owner's policy of title insurance for each such Title Defect or Title Defect Amount, as the Property (at standard rates or with the Sellers paying any additional premium in connection with such exception) dated as case may require. The costs of the Closing Date insuring over such exceptionTitle Defect Arbitrator shall be allocated by the Title Defect Arbitrator between the parties based upon the positions on the Title Defects asserted by the parties ultimately selected by the Title Defect Arbitrator. The determination of the Title Defect Arbitrator shall be final, or providing affirmative coverage or conclusive and binding on the parties and shall be enforceable in any court having jurisdiction. (f) As used in this Agreement, an endorsement with respect thereto “Agreed-Upon Title Defect” shall mean any of (i) a Title Defect that is reasonably satisfactory not contested under any Notice of Disagreement, (ii) a Title Defect that is mutually agreed upon or deemed agreed upon by Buyer and Sellers or (iii) a Title Defect recognized as such by determination of the Title Defect Arbitrator pursuant to PurchaserSection 2.05(e) above. An “Agreed-Upon Title Defect Amount” shall mean any of (i) a Title Defect Amount that is not contested under any Notice of Disagreement, (ii) a Title Defect Amount that is mutually agreed upon or deemed agreed upon by Buyer and Sellers or (iii) a Title Defect Amount recognized in a determination of the Title Defect Arbitrator pursuant to Section 2.05(e) above.

Title Defects. If on For the Closing Date the Sellers shall be unable to cause title to the Property to be free and clear of all exceptions to title other than Permitted Encumbrances, then the Sellers shall be entitled, but shall not be obligated, to adjourn the Closing for one or more periods not to exceed ninety (90) days in the aggregate for the purpose of causing title to be placed in the condition called for by this Agreement. If on the Closing Date, as the same may be adjourned as above provided, title to the Property is not free and clear of all exceptions to title other than Permitted Encumbrances, Purchaser may terminate this Agreement by notice to the Sellers delivered on or prior to the Closing Date, as the same may have been extended, in which event this Agreement shall be terminated and of no further force or effect, and neither party shall have any obligations of any nature to the other hereunder or by reason hereof, except as to those obligations hereunder that are specifically stated to survive such termination, and the Deposit shall be distributed by Escrow Agent in accordance with Section 3.2.2 (and the Sellers shall join with Purchaser in executing a written instruction to Escrow Agent to do so); provided, however, that in the event that title to the Property is not free and clear of all exceptions to title other than Permitted Encumbrances due to a breach of the proviso clause of the next sentence, Purchaser shall have the rights set forth in Section 16.2. Neither the Sellers nor Owner shall be under any obligation to take any steps or to institute or prosecute any action or proceedings, or expend any sums of money, to remove from title to the Property any defect, encumbrance or objection to title; provided, however, that the Sellers shall be responsible for discharging (and at or prior to the Closing shall discharge) any liens, encumbrances or other title defects which do not constitute Permitted Encumbrances, which can be discharged solely by the payment of a sum of money and which arise solely on account of actions or failures to act by Owner or VCR. The Sellers may use any part of the Purchase Price to discharge the same, provided that the Sellers shall deliver to Purchaser at the Closing instruments in recordable form sufficient to discharge such liens and encumbrances of record. Except for the Sellers' failure to discharge such monetary liens or encumbrances as aforesaid, the Sellers shall not be deemed in default purposes of this Agreement, and Purchaser shall not be entitled to damages a portion of any kind, if the Sellers shall fail or be unable to cause title to the Property to be in the condition called for by this Agreement, nor shall Purchaser, in such circumstances, be entitled to specific performance of this Agreement (unless the same is due to a default by the Sellers under this Agreement). In no event shall the Sellers or Owner be obligated to discharge any mechanic's or similar lien created by a Tenant in occupancy at the Closing whose Lease is in full force and effect, but the Sellers shall cause Owner (or VCR, as applicable) to use reasonable efforts to cause such Tenant to do so. For purposes of this Section 14.2, the Sellers ------------- Subject Interests shall be deemed to have cured a "Title Defect" if any one or removed any title exception if more of the Title Company or any other reputable title insurance company shall be prepared following statements is untrue with respect to issue to Owner an owner's policy such portion of title insurance for the Property (at standard rates or with the Sellers paying any additional premium in connection with such exception) dated Subject Interests as of the Effective Time or the Closing Date insuring over Date: (i) Seller has Defensible Title thereto. (ii) All royalties, rentals, Xxxx clause payments, shut-in gas payments and other payments due with respect to such exceptionportion of the Subject Interests have been properly and timely paid, except for payments held in suspense for title or other reasons which are reasonable and customary in the industry and which will not result in grounds for cancellation of Seller's rights in such portion of the Subject Interests. (iii) Except as set forth in any of the Exhibits hereto, Seller is not in default under the material terms of any of the Basic Documents respecting such portion of the Subject Interests which could (1) materially interfere with the ownership, operation, value or use thereof, (2) materially prevent Seller from receiving its proportionate share of the proceeds of production attributable to Seller's interest therein, or providing affirmative coverage (3) result in cancellation of Seller's interest therein. (iv) There is no lien, charge, encumbrance, defect or an endorsement objection (other than a Permitted Encumbrance) against, in or to Seller's title thereto or right or interest therein. There is no existing fact or circumstance relative to Seller's title which is of such significance that a reasonable and prudent person engaged in the business of the ownership, development and operation of oil and gas properties with respect thereto that knowledge of all the facts and appreciation of their legal significance would be unwilling to accept and pay for the Subject Interest or portion thereof which is reasonably satisfactory to Purchaseraffected thereby.

Title Defects. If on the Closing Date Title Commitment, the Sellers shall be unable to cause title to the Property to be free and clear UCC Searches or any Survey (or any revision or update of all any of them) discloses exceptions to title to any of the Properties (including Additional Properties), other than Permitted EncumbrancesExceptions, then or any other title or survey matter which does not conform to the Sellers requirements of this Agreement with respect to any of the Properties or Additional Properties, Acquiror shall so notify Contributor and Contributor may, at its election, undertake to eliminate such unacceptable defects, objections or exceptions, it being agreed that other than (i) final, unappealable judgments against an Owner, (ii) mortgages or other liens which can be entitledsatisfied by payment of a liquidated amount, but shall not other than the mortgages securing the Existing Indebtedness, (iii) defects, objections or exceptions which can be obligated, to adjourn the Closing for one or more periods removed by payments not to exceed ninety (90) days $25,000 for each Property including each Additional Property and not to exceed $100,000 in the aggregate for the purpose of causing all title to be placed in the condition called for by this Agreement. If on the Closing Datedefects, as the same may be adjourned as above provided, title and (iv) payments to the Property is not free mortgagees which are currently required pursuant to existing loan documents in order to cause the mortgagees to consent to Acquiror assuming the Assumed Indebtedness, and clear of all exceptions except as provided below, Contributor shall have no obligation to title incur any expense or bring any action in connection with curing such defects, objections or exceptions. Other than the items described in (i) through (iv) above, which Contributor agrees to cure at its sole cost and expense without regard to the cost thereof (other than Permitted Encumbrancesas expressly set forth in item (iii)), Purchaser may terminate if after complying with the foregoing requirements, Contributor is unable to or elects not to eliminate all unacceptable defects, objections or exceptions in accordance with the terms of this Agreement by notice to the Sellers delivered on or before the date which is at least two (2) business days prior to the Closing Date, the Second Closing Date or the Option Closing Date, as the same case may have been extendedbe, Acquiror may elect either to (x) terminate this Agreement by giving written notice to Contributor (a "Termination Notice") and, upon such election, Acquiror shall immediately receive from Escrowee the Xxxxxxx Money, in which event this Agreement Agreement, without further action of the parties hereto, shall be terminated become null and of no further force or effect, void and neither party shall have any further rights or obligations of any nature under this Agreement, except with respect to the other hereunder indemnities contained in Section 9B (the "Surviving Indemnities"); (y) accept title subject to such unacceptable defects, objections or by reason hereofexceptions and receive no credit against or reduction of the consideration to be given to Contributor hereunder; or (z) pursuant and subject to Section 10, except as to those obligations hereunder that are specifically stated to survive such terminationdelete and eliminate from this Agreement any or all of the affected Properties or Additional Properties, at Acquiror's sole election, and the Deposit shall be distributed by Escrow Agent in accordance with Section 3.2.2 (respect to such Properties or Additional Properties not so deleted, elect to accept title subject to such unacceptable defects, objections or exceptions and the Sellers shall join with Purchaser in executing a written instruction to Escrow Agent to do so); provided, however, that in the event that title to the Property is not free and clear of all exceptions to title other than Permitted Encumbrances due to a breach receive no credit against or reduction of the proviso clause of the next sentenceconsideration to be given to Contributor hereunder. If Acquiror fails to make any such election, Purchaser shall have the and elects not to pursue its other rights set forth in Section 16.2. Neither the Sellers nor Owner shall be under any obligation to take any steps or to institute or prosecute any action or proceedings, or expend any sums of money, to remove from title to the Property any defect, encumbrance or objection to title; provided, however, that the Sellers shall be responsible for discharging (and at or prior to the Closing shall discharge) any liens, encumbrances or other title defects which do not constitute Permitted Encumbrances, which can be discharged solely by the payment of a sum of money and which arise solely on account of actions or failures to act by Owner or VCR. The Sellers may use any part of the Purchase Price to discharge the same, provided that the Sellers shall deliver to Purchaser at the Closing instruments in recordable form sufficient to discharge such liens and encumbrances of record. Except for the Sellers' failure to discharge such monetary liens or encumbrances remedies as aforesaid, the Sellers shall not be deemed in default of this Agreement, and Purchaser shall not be entitled to damages of any kind, if the Sellers shall fail or be unable to cause title to the Property to be in the condition called for by this Agreement, nor shall Purchaser, in such circumstances, be entitled to specific performance of this Agreement (unless the same is due to a default by the Sellers under this Agreement). In no event shall the Sellers or Owner be obligated to discharge any mechanic's or similar lien created by a Tenant in occupancy at the Closing whose Lease is in full force and effect, but the Sellers shall cause Owner (or VCR, as applicable) to use reasonable efforts to cause such Tenant to do so. For purposes of this Section 14.2, the Sellers Acquiror shall be deemed to have cured or removed any title exception if the Title Company or any other reputable title insurance company shall be prepared to issue to Owner an owner's policy of title insurance for the Property elected option (at standard rates or with the Sellers paying any additional premium in connection with such exceptionx) dated as of the Closing Date insuring over such exception, or providing affirmative coverage or an endorsement with respect thereto that is reasonably satisfactory to Purchaserabove.

Title Defects. If on the Closing Date the Sellers (i) Except as otherwise expressly provided in this Section 4, Seller shall be unable have no obligation to cause title to the Property any exceptions or encumbrances which are not Permitted Encumbrances to be free and clear of all exceptions to omitted or removed from any title other than Permitted Encumbrances, then the Sellers shall be entitled, but shall not be obligated, to adjourn the Closing for one or more periods not to exceed ninety (90) days in the aggregate for the purpose of causing title insurance policies to be placed issued in connection with the condition called for by this Agreement. If on the Closing Date, as the same may be adjourned as above provided, title to the Property is not free and clear of all exceptions to title other than Permitted Encumbrances, Purchaser may terminate this Agreement by notice to the Sellers delivered on or prior to the Closing Date, as the same may have been extended, in which event this Agreement shall be terminated and of no further force or effect, and neither party shall have any obligations of any nature to the other hereunder or by reason hereof, except as to those obligations hereunder that are specifically stated to survive such termination, and the Deposit shall be distributed by Escrow Agent in accordance with Section 3.2.2 (and the Sellers shall join with Purchaser in executing a written instruction to Escrow Agent to do so); provided, however, that in the event that title to the Property is not free and clear of all exceptions to title other than Permitted Encumbrances due to a breach sale of the proviso clause of the next sentence, Purchaser shall have the rights set forth in Section 16.2. Neither the Sellers nor Owner shall be under any obligation to take any steps or to institute or prosecute any action or proceedings, or expend any sums of money, to remove from title to the Property any defect, encumbrance or objection to title; provided, however, that the Sellers shall be responsible for discharging Property. (and at or prior to the Closing shall dischargeii) any liens, encumbrances or other title defects which do not constitute Permitted Encumbrances, which can be discharged solely by the payment of a sum of money and which arise solely on account of actions or failures to act by Owner or VCR. The Sellers may use any part of the Purchase Price to discharge the same, provided that the Sellers shall deliver to Purchaser at the Closing instruments in recordable form sufficient to discharge such liens and encumbrances of record. Except for the Sellers' failure to discharge such monetary liens or encumbrances as aforesaid, the Sellers shall not be deemed in default of this Agreement, and Purchaser shall not be entitled to damages of any kind, if the Sellers shall fail or be unable to cause title to the Property to be in the condition called for by this Agreement, nor shall Purchaser, in such circumstances, be entitled to specific performance of this Agreement (unless the same is due to a default by the Sellers under this Agreement). In no event shall the Sellers or Owner be obligated to discharge any mechanic's or similar lien created by a Tenant in occupancy at the Closing whose Lease is in full force and effect, but the Sellers shall cause Owner (or VCR, as applicable) to use reasonable efforts to cause such Tenant to do so. For purposes of this Section 14.2, the Sellers Buyer shall be deemed to have cured waived its right to object to any encumbrance or removed any other title exception or matter pertaining to the Real Property unless Buyer shall have given Seller a specific written notice of its objection in Buyer’s reasonable discretion (based solely on a title or survey matter that would cause the applicable Parcel to not be rentable in the ordinary course of business) to any such matter (a “Title Objection Notice”) not later than the expiration of the Inspection Period (the “Title Objection Date”). Seller shall have no obligation to cure any alleged defect, objection or survey matter raised in any Title Objection Notice (a “Title Objection”), except for Monetary Liens and Voluntary Liens (defined below). (iii) Upon Buyer’s failure to timely deliver a Title Objection Notice with respect to any encumbrance or other title exception or matter within the timeframe set forth above, such encumbrance or other title exception or matter shall thereafter be deemed a Permitted Encumbrance, except for the Monetary Liens and Voluntary Liens. (iv) In the event that any matters of title first occur or arise following the Title Objection Date, then Buyer shall have the right to give a Title Objection Notice at any time prior to Closing solely with respect to the title matters that first occur or arise following the Title Objection Date and the provisions of this Section 4(c) shall apply. (v) Should Buyer timely deliver a Title Objection Notice to Seller as above provided, Seller shall have the right, at its sole option, upon written notice to Buyer within ten (10) Business Days of receipt of Buyer’s Title Objection Notice (if any) to elect either of the following: (A) to (1) use commercially reasonable efforts to remove or cure any Title Objection; or (2) provide OS National LLC, 0000 Xxxxxxxxx Xxxx., Xxx. 000, Xxxxxx, XX 00000, Attn: Xxx Xxxxxx, Phone: 000-000-0000, Email: xxxxxxx@xxxxxxxxxx.xxx (the “Title Company”) such assurances as the Title Company or requires to insure Buyer against any other reputable title insurance company loss arising from such Title Objection (in either of which events such matter shall be prepared a “Seller Cure Matter”), or (B) to issue elect neither of the elections referenced in Section 4(c)(iv)(A). Failure by Seller to Owner deliver the notice described in clause (A) within said ten (10) Business-Day period shall be deemed an owner's policy of title insurance election to proceed under this clause (B). If Seller makes the election described in this clause (B), then Buyer shall have the election set forth in Section 4(e). (vi) In the event Seller elects to use commercially reasonable efforts to cure a Title Objection pursuant to Section 4(c)(iv)(A)(1), and Seller is unable to cure such Title Objection on or before the date originally scheduled for Closing, then Seller shall have the Property right to defer the Closing from time to time (at standard rates but in no event for more than twenty (20) days after the originally scheduled Closing Date) in order to provide Seller an opportunity to cure such Title Objection or with to proceed under Section 4(c)(iv)(A)(2) (provided that the Sellers paying any additional premium in connection with such exceptionextension(s) dated as of the Closing Date insuring over pursuant to this clause (A) shall not cause the Closing Date to extend beyond the Outside Closing Date). In the event Seller is unable to cure any Title Objection to which Seller elected to attempt to cure pursuant to Section 4(c)(iv)(A)(1) or Section 4(c)(iv)(A)(2) on or before the date scheduled for Closing (as such exceptiondate may be extended as set forth above), or providing affirmative coverage or an endorsement with respect thereto that is reasonably satisfactory to Purchaserthen Buyer shall have the election set forth in Section 4(e).

Title Defects. If on the Closing Date the Sellers shall be unable to cause title to the Property to be free and clear of all exceptions to title other than Permitted Encumbrances, then the Sellers shall be entitled, but shall not be obligated, to adjourn the Closing for one or more periods not to exceed ninety (90i) days in the aggregate for the purpose of causing title to be placed in the condition called for by this Agreement. If on the Closing Date, as the same may be adjourned as above provided, title to the Property is not free and clear of all exceptions to title other than Permitted Encumbrances, Purchaser may terminate this Agreement by notice to the Sellers delivered on or prior to the Closing Date, as the same may have been extended, in which event this Agreement shall be terminated and of no further force or effect, and neither party shall have any obligations of any nature to the other hereunder or by reason hereof, except as to those obligations hereunder that are specifically stated to survive such termination, and the Deposit shall be distributed by Escrow Agent in accordance with Section 3.2.2 (and the Sellers shall join with Purchaser in executing a written instruction to Escrow Agent to do so); provided, however, that in the event that title to the Property is not free and clear of all exceptions to title other than Permitted Encumbrances due to a breach of the proviso clause of the next sentence, Purchaser shall have the rights set forth in Section 16.2. Neither the Sellers nor Owner shall be under any obligation to take any steps or to institute or prosecute any action or proceedings, or expend any sums of money, to remove from title to the Property any defect, encumbrance or objection to title; provided, however, that the Sellers shall be responsible for discharging (and at or prior to the Closing shall discharge) any liens, encumbrances or other title defects which do not constitute Permitted Encumbrances, which can be discharged solely by the payment of a sum of money and which arise solely on account of actions or failures to act by Owner or VCR. The Sellers may use any part of the Purchase Price to discharge the same, provided that the Sellers shall deliver to Purchaser at the Closing instruments in recordable form sufficient to discharge such liens and encumbrances of record. Except for the Sellers' failure to discharge such monetary liens or encumbrances as aforesaid, the Sellers shall not be deemed in default of this Agreement, and Purchaser shall not be entitled to damages of any kind, if the Sellers shall fail or be unable to cause title to the Property to be in the condition called for by this Agreement, nor shall Purchaser, in such circumstances, be entitled to specific performance of this Agreement (unless the same is due to a default by the Sellers under this Agreement). In no event shall the Sellers or Owner be obligated to discharge any mechanic's or similar lien created by a Tenant in occupancy at the Closing whose Lease is in full force and effect, but the Sellers shall cause Owner (or VCR, as applicable) to use reasonable efforts to cause such Tenant to do so. For purposes of this Section 14.2, the Sellers Buyer shall be deemed to have cured waived its right to object to any encumbrance or removed any other title exception or matter pertaining to the Real Property unless Buyer shall have given Sellers a specific written notice of its objection in Buyer’s reasonable discretion (based solely on a title or survey matter that would cause the applicable Parcel to not be rentable in the ordinary course of business) to any such 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, the Acquired Companies and the Companion Property, as a whole, then Buyer shall have the right to object to such matter, by delivery of a written notice (a “Subsequent Title Objection Notice”) to Sellers within two (2) Business Days (but not later than the then-scheduled Closing Date) from receipt of such update to a Title Commitment. Sellers 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 Sellers as above provided, Sellers shall have the right, at their sole option, upon written notice (each, a “Title Objection Response Notice”) to Buyer within (x) with respect to a response to an Initial Title Objection Notice, eight (8) Business Days of receipt of Buyer’s Initial Title Objection Notice, if any, or (y) with respect to a response to a Subsequent Title Objection Notice, two (2) Business Days of receipt of Buyer’s Subsequent Title Objection Notice (and the then-scheduled Closing Date shall be automatically extended to allow for such response period, if necessary), if any, to elect either of the following: (A) to (1) use commercially reasonable efforts to remove or cure any Title Objection; or (2) deliver to Westcor Land Title Insurance Company, Inc., 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 or requires to insure Buyer against any other reputable title insurance company loss arising from such Title Objection (in either of which events, such matter shall be prepared a “Seller Cure Matter”), or (B) to issue elect neither of the elections referenced in Section 4(c)(iii)(A). Failure by Sellers to Owner deliver a Title Objection Response Notice within the applicable time period set forth in clause (iii) above shall be deemed an owner's policy election by Sellers to proceed under this clause (B). If any Seller makes or is deemed to make the election described in this clause (B) and Buyer delivers a Continuation Notice prior to the expiration of title insurance the Inspection Period, then such Title Objections shall be deemed Permitted Encumbrances. (iv) In the event a Seller elects to use commercially reasonable efforts to cure a Title Objection pursuant to Section 4(c)(iii)(A)(1), and such Seller is unable to cure such Title Objection on or before the date originally scheduled for Closing, then Sellers shall have the Property right to defer the Closing from time to time (at standard rates but in no event for more than thirty (30) days after the then-scheduled Closing Date) in order to provide the applicable Seller an opportunity to cure such Title Objection or with to proceed under Section 4(c)(iii)(A)(2) (provided that the Sellers paying any additional premium in connection with such exceptionextension(s) dated as of the Closing Date insuring over pursuant to this clause shall not cause the Closing Date to extend more than fifteen (15) days beyond the Closing Outside Date unless Buyer consents in writing). In the event any Seller is unable to cure any Title Objection which such exceptionSeller elected to attempt to cure pursuant to Section 4(c)(iii)(A)(1) or Section 4(c)(iii)(A)(2) on or before the date scheduled for Closing (as such date may be extended as set forth above) or Sellers elect or are deemed to elect to proceed under Section 4(c)(iii)(B), or providing affirmative coverage or an endorsement with respect thereto that is reasonably satisfactory to Purchaserthen Buyer shall have the election set forth in Section 4(d).

Title Defects. If on the Closing Date the Sellers shall be unable to cause title to the Property to be free and clear of all exceptions to title other Not later than Permitted Encumbrances, then the Sellers shall be entitled, but shall not be obligated, to adjourn the Closing for one or more periods not to exceed ninety ten (9010) days in the aggregate for the purpose of causing title to be placed in the condition called for by this Agreement. If on the Closing Date, as the same may be adjourned as above provided, title to the Property is not free and clear of all exceptions to title other than Permitted Encumbrances, Purchaser may terminate this Agreement by notice to the Sellers delivered on or prior to the Closing Dateend of the Inspection Period, as Buyer shall furnish to Seller a statement specifying any defects in title and/or the same may have been extended, in survey which event this Agreement shall be terminated and of no further force or effect, and neither party shall have any obligations of any nature to the other hereunder or by reason hereof, except as to those obligations hereunder that are specifically stated to survive such termination, and the Deposit shall be distributed by Escrow Agent in accordance with Section 3.2.2 not Permitted Exceptions (and the Sellers shall join with Purchaser in executing a written instruction to Escrow Agent to do so“Buyer’s Statement”); provided, however, that each financial encumbrance such as a mortgage or judgment, lien for delinquent real estate taxes, attachment, lien claim or other lien or encumbrance of a definite or ascertainable amount which may be removed by the payment of money that is revealed by the title report shall automatically, and without requirement that same be specified in Buyer’s Statement, be deemed an unpermitted exception. Seller shall notify Buyer within five (5) business days after receipt of Buyer’s Statement or Buyer’s Additional Statement (defined below), as the case may be, whether Seller will remove or insure over with respect to prior liens and encumbrances, and in the event of an encroachment by any improvement, affirmatively insure against compulsory removal which will include a commitment by the Title Company to provide the same coverage in a future policy. If Seller does not agree, or is unable, to remove any such defects, Buyer shall have the right, by notice given to Seller and Escrow Agent within five (5) business days after receipt of Seller’s notice, either to (i) waive the defect and close title without abatement or reduction of the Purchase Price, or (ii) terminate this Agreement and obtain a refund of the Xxxxxxx Money Deposit. In the event Buyer chooses to terminate this agreement pursuant to the foregoing sentence, neither party shall have any further liability to the other hereunder except as otherwise expressly provided in this Agreement. Nothing contained in this Agreement shall be deemed to require Seller to take or bring any action or proceeding or any other steps to remove any defect in title or expend monies therefor, nor shall Buyer have any right of action against Seller therefor, at law, or in equity, for damages or specific performance for Seller’s inability to convey title in accordance with the provisions of this Agreement, except defects that Seller agrees to remove or insure over pursuant to this Section 6(c) but does not exercise commercially reasonable efforts to remove or insure over prior to Closing. Notwithstanding the foregoing, prior to the Closing, Buyer shall have the right to order an update or a date-down of the Title Commitment and/or the survey, and, other than Permitted Exceptions, shall have the right to make an objection to any new lien or title defect regarding the Premises which (i) is first revealed or disclosed thereon, and (ii) and is not acceptable to Buyer (a “Buyer’s Additional Statement”); whereupon Seller shall be obligated to satisfy, cure or remove any such lien or defect at or prior to Closing. Notwithstanding the provisions of this Section to the contrary, in the event that Seller is unable to remove any new lien or title defect referenced in Buyer’s Additional Statement within the five (5) business day period following Seller’s receipt thereof, Seller may extend the Closing Date for an additional period of ten (10) business days by providing written notice thereof to the Property is not free Buyer and clear of all exceptions to title other than Permitted Encumbrances due to a breach of the proviso clause of the next sentence, Purchaser shall have the rights set forth in Section 16.2. Neither the Sellers nor Owner Escrow Agent; provided that Seller shall be under obligated to satisfy, cure or remove any obligation to take any steps such lien or to institute or prosecute any action or proceedings, or expend any sums of money, to remove from title to the Property any defect, encumbrance or objection to title; provided, however, that the Sellers shall be responsible for discharging (and defect at or prior to the Closing shall discharge) any liens, encumbrances or other title defects which do not constitute Permitted Encumbrances, which can be discharged solely by the payment of a sum of money and which arise solely on account of actions or failures to act by Owner or VCR. The Sellers may use any part of the Purchase Price to discharge the same, provided that the Sellers shall deliver to Purchaser at the Closing instruments in recordable form sufficient to discharge such liens and encumbrances of record. Except for the Sellers' failure to discharge such monetary liens or encumbrances as aforesaid, the Sellers shall not be deemed in default of this Agreement, and Purchaser shall not be entitled to damages of any kind, if the Sellers shall fail or be unable to cause title to the Property to be in the condition called for by this Agreement, nor shall Purchaser, in such circumstances, be entitled to specific performance of this Agreement (unless the same is due to a default by the Sellers under this Agreement). In no event shall the Sellers or Owner be obligated to discharge any mechanic's or similar lien created by a Tenant in occupancy at the Closing whose Lease is in full force and effect, but the Sellers shall cause Owner (or VCR, as applicable) to use reasonable efforts to cause such Tenant to do so. For purposes of this Section 14.2, the Sellers shall be deemed to have cured or removed any title exception if the Title Company or any other reputable title insurance company shall be prepared to issue to Owner an owner's policy of title insurance for the Property (at standard rates or with the Sellers paying any additional premium in connection with such exception) dated as of the Closing Date insuring over such exception, or providing affirmative coverage or an endorsement with respect thereto that is reasonably satisfactory to PurchaserClosing.

Title Defects. If on the Closing Date the Sellers Title defects (a “Defect”) shall be unable to cause title to the Property to be free and clear of all exceptions to title other than Permitted Encumbrances, then the Sellers shall be entitled, but shall not be obligated, to adjourn the Closing for one or more periods not to exceed ninety (90) days in the aggregate for the purpose of causing title to be placed in the condition called for by this Agreement. If on the Closing Date, as the same may be adjourned as above provided, title to the Property is not free and clear of all exceptions to title other than Permitted Encumbrances, Purchaser may terminate this Agreement by notice to the Sellers delivered on or prior to the Closing Date, as the same may have been extended, in which event this Agreement shall be terminated and of no further force or effect, and neither party shall have any obligations of any nature to the other hereunder or by reason hereof, except as refer to those obligations hereunder defects or irregularities that are specifically stated (a) would cause Buyer to survive such termination, and receive less than the Deposit shall be distributed by Escrow Agent in accordance with Section 3.2.2 net revenue interest set forth on Exhibit A-1; or (and b) create a lien or encumbrance on any portion of the Sellers shall join with Purchaser in executing a written instruction to Escrow Agent to do so)Properties; provided, however, that in the event that title to the Property is not free and clear of all exceptions to title other than Permitted Encumbrances due (as hereinafter defined). Title defects shall not mean defects or irregularities in the title to a breach the Properties that do not interfere with the operation, value or use of the proviso clause Properties (or portion thereof) affected thereby and that would not be considered material in accordance with the industry standards, including but not limited to the following “Permitted Encumbrances”: (1) lessors’ royalties, overriding royalties, net profits interests, production payments, reversionary interests and similar burdens if the net cumulative effect of such burdens does not operate to reduce the next sentence, Purchaser shall have net revenue interest (“NRI’) for the rights formation upon which an Allocated Value has been established as set forth in Section 16.2. Neither the Sellers nor Owner shall be under Exhibit A-1; (2) any obligation preferential rights to take any steps purchase and required third party consents to assignments of contracts or to institute property and similar agreements; (3) liens for taxes or prosecute any action or proceedingsassessments not yet due and delinquent or, or expend any sums of money, to remove from title to the Property any defect, encumbrance or objection to title; provided, howeverif delinquent, that are being contested in good faith in the Sellers shall be responsible for discharging normal course of business; (and at 4) rights of reassignment upon the surrender or prior to the Closing shall discharge) expiration of any liens, encumbrances lease or other agreement affecting the Properties; (5) easements, rights-of-way, servitudes, permits, surface leases and other rights with respect to surface operations, on, over or in respect of any of the Properties or any restriction on access thereto that do not materially interfere with the operation of the affected asset as has been conducted in the past; (6) such title defects which do not constitute Permitted Encumbranceshave been cured prior to Closing or Buyer has waived; (7) materialmen’s, which can be discharged solely by mechanics’, repairmen’s, employees’, contractors’, operators’ or other similar liens or charges arising in the payment ordinary course of a sum of money and which arise solely on account of actions business incidental to construction, maintenance or failures to act by Owner or VCR. The Sellers may use any part operation of the Purchase Price to discharge the same, provided that the Sellers shall deliver to Purchaser at the Closing instruments in recordable form sufficient to discharge Properties (i) if such liens and encumbrances charges have not been filed pursuant to law and the time for filing such liens and charges has expired, (ii) if filed, such liens and charges have not yet become due and payable or payment is being withheld as provided by law, or (iii) if their validity is being contested in good faith by appropriate action; (8) rights reserved to or vested in any federal, state, local, tribal or foreign governmental body, authority or agency to control or regulate any of record. Except for the Sellers' failure to discharge such monetary Properties in any manner; and all applicable laws, rules, regulations and orders of general applicability in the area of the Properties; (9) liens or encumbrances as aforesaidarising under operating agreements, the Sellers shall unitization and pooling agreements and production sales contracts securing amounts not be deemed in default of this Agreement, and Purchaser shall not be entitled to damages of any kindyet delinquent or, if the Sellers shall fail or be unable to cause title to the Property to be delinquent, being contested in good faith in the condition called ordinary course of business; (10) all calls on or preferential rights to purchase production at a price (adjusted for by this Agreementquality, nor shall Purchaser, in such circumstances, transportation and location) no less than average area spot prices with respect to oil and gas; (11) the litigation and claims listed on Schedule 4.2; (12) liens which will be entitled to specific performance released at or before Closing; (13) all documents and matters of this Agreement (unless the same is due to a default by the Sellers under this Agreement). In no event shall the Sellers or Owner be obligated to discharge any mechanic's or similar lien created by a Tenant in occupancy at the Closing whose Lease is in full force and effect, but the Sellers shall cause Owner (or VCR, as applicable) to use reasonable efforts to cause such Tenant to do so. For purposes of this Section 14.2, the Sellers shall be deemed to have cured or removed any title exception if the Title Company or any other reputable title insurance company shall be prepared to issue to Owner an owner's policy of title insurance for the Property (at standard rates or with the Sellers paying any additional premium in connection with such exception) dated record as of the Closing Date insuring over such exceptionEffective Time, unless the document or providing affirmative coverage or an endorsement with respect thereto matter has properly been identified as a title defect in a title defect notice pursuant to Section 2.3; and (14) As to any undeveloped Properties, routine title curative matters expected to be encountered in a non-producing property in the area and that is are customarily cured in the normal course of development of non-producing properties without material expense and not reasonably satisfactory anticipated to Purchasercause a material impairment of Buyer’s ability to develop the interest in question.

Title Defects. If on the Closing Date the Sellers The Premises shall be unable conveyed by standard warranty deed, subject to cause title to easements and restrictions now of record, the Property to be rights of the public in all streets and roads abutting the Premises, liens for unpaid property taxes first coming due and payable after the Commencement Date, and zoning and such other matters created by Tenant or arising out of Tenant's use and occupancy of the Premises (the "Permitted Exceptions"), but free and clear of the lien of any mortgage, deed of trust, or security interest created by or resulting from acts of the Landlord, any successor of Landlord, any party claiming through Landlord, or any other person, without the express consent of Tenant. Landlord shall, within fifteen (15) days after delivery of the Purchase Option Notice to Landlord or delivery of the Sale Option Notice to Tenant, whichever is applicable, obtain and deliver to Tenant a commitment for an ALTA owners form of title insurance, without standard exceptions, in the amount of the Purchase Price. Within fifteen (15) days thereafter, Tenant shall notify Landlord in writing of any claimed defect in title. Within thirty (30) days after receipt of such notice, Landlord shall notify Tenant of Landlord's election whether or not to cure any or all exceptions to title other than Permitted Encumbrances, then of such defects. In the Sellers event that Landlord shall be entitledunable or unwilling to cure any such claimed defects, but Tenant shall not be obligated, have the option to adjourn the Closing for one or more periods not to exceed ninety (90i) days in the aggregate for the purpose of causing title to be placed in the condition called for by this Agreement. If on the Closing Date, as the same may be adjourned as above provided, accept title to the Property Premises subject to such claimed defects, with a credit against the Purchase Price in an amount necessary to discharge any lien against the premises, the amount of which is liquidated as of closing, (including interest and penalties thereon accrued to the date of closing) which is not free and clear of all exceptions to title other than a Permitted Encumbrances, Purchaser may terminate this Agreement by notice to the Sellers delivered on or prior to the Closing Date, as the same may have been extended, in which event this Agreement shall be terminated and of no further force or effect, and neither party shall have any obligations of any nature to the other hereunder or by reason hereof, except as to those obligations hereunder that are specifically stated to survive such termination, and the Deposit shall be distributed by Escrow Agent in accordance with Section 3.2.2 (and the Sellers shall join with Purchaser in executing a written instruction to Escrow Agent to do so); provided, however, that in the event that title to the Property is not free and clear of all exceptions to title other than Permitted Encumbrances due to a breach of the proviso clause of the next sentence, Purchaser shall have the rights set forth in Section 16.2. Neither the Sellers nor Owner shall be under any obligation to take any steps or to institute or prosecute any action or proceedingsException, or expend any sums of money, to remove from title to (ii) terminate and rescind the Property any defect, encumbrance or objection to title; provided, however, that the Sellers shall be responsible for discharging (and at or prior to the Closing shall discharge) any liens, encumbrances or other title defects which do not constitute Permitted Encumbrances, which can be discharged solely by the payment of a sum of money and which arise solely on account of actions or failures to act by Owner or VCR. The Sellers may use any part exercise of the Purchase Price Option or the Sale Option, whichever is applicable, without any liability to discharge the same, provided that the Sellers shall deliver to Purchaser at the Closing instruments in recordable form sufficient to discharge such liens and encumbrances of record. Except for the Sellers' failure to discharge such monetary liens or encumbrances as aforesaid, the Sellers shall not be deemed in default of this AgreementLandlord, and Purchaser shall not be entitled Tenant's right to damages of any kind, if the Sellers shall fail or be unable exercise such Purchase Option and Landlord's right to cause title to the Property to be in the condition called for by this Agreement, nor shall Purchaser, in exercise such circumstances, be entitled to specific performance of this Agreement (unless the same is due to a default by the Sellers under this Agreement). In no event shall the Sellers or Owner be obligated to discharge any mechanic's or similar lien created by a Tenant in occupancy at the Closing whose Lease is in full force and effect, but the Sellers shall cause Owner (or VCR, as applicable) to use reasonable efforts to cause such Tenant to do so. For purposes of this Section 14.2, the Sellers Sale Option thereafter shall be deemed to have cured or removed any title exception if the Title Company or any other reputable title insurance company shall be prepared to issue to Owner an owner's policy of title insurance for the Property (at standard rates or with the Sellers paying any additional premium in connection with such exception) dated as of the Closing Date insuring over such exception, or providing affirmative coverage or an endorsement with respect thereto that is reasonably satisfactory to Purchaserterminated.

Title Defects. If on the Closing Date the Sellers shall be unable to cause title to the Property to be free and clear of all exceptions to title other than Permitted Encumbrances, then the Sellers shall be entitled, but shall not be obligated, to adjourn the Closing for one or more periods not to exceed ninety (90) days in the aggregate for For the purpose of causing title to be placed in the condition called for by this Agreement. If on the Closing Date, as the same may be adjourned as above provided, title to the Property is not free and clear of all exceptions to title other than Permitted Encumbrances, Purchaser may terminate this Agreement by notice to the Sellers delivered on or prior to the Closing Date, as the same may have been extended, in which event this Agreement shall be terminated and of no further force or effect, and neither party shall have any obligations of any nature to the other hereunder or by reason hereof, except as to those obligations hereunder that are specifically stated to survive such termination, and the Deposit shall be distributed by Escrow Agent in accordance with Section 3.2.2 (and the Sellers shall join with Purchaser in executing a written instruction to Escrow Agent to do so); provided, however, that in the event that title to the Property is not free and clear of all exceptions to title other than Permitted Encumbrances due to a breach of the proviso clause of the next sentence, Purchaser shall have the rights set forth in Section 16.2. Neither the Sellers nor Owner shall be under any obligation to take any steps or to institute or prosecute any action or proceedings, or expend any sums of money, to remove from title to the Property any defect, encumbrance or objection to title; provided, however, that the Sellers shall be responsible for discharging (and at or prior to the Closing shall discharge) any liens, encumbrances or other title defects which do not constitute Permitted Encumbrances, which can be discharged solely by the payment of a sum of money and which arise solely on account of actions or failures to act by Owner or VCR. The Sellers may use any part of the Purchase Price to discharge the same, provided that the Sellers shall deliver to Purchaser at the Closing instruments in recordable form sufficient to discharge such liens and encumbrances of record. Except for the Sellers' failure to discharge such monetary liens or encumbrances as aforesaid, the Sellers shall not be deemed in default of this Agreement, and Purchaser shall not be entitled to damages a portion of any kind, if the Sellers shall fail or be unable to cause title to the Property to be in the condition called for by this Agreement, nor shall Purchaser, in such circumstances, be entitled to specific performance of this Agreement (unless the same is due to a default by the Sellers under this Agreement). In no event shall the Sellers or Owner be obligated to discharge any mechanic's or similar lien created by a Tenant in occupancy at the Closing whose Lease is in full force and effect, but the Sellers shall cause Owner (or VCR, as applicable) to use reasonable efforts to cause such Tenant to do so. For purposes of this Section 14.2, the Sellers Subject Interests shall be deemed to have cured a "Title Defect" if any one or removed more of the following statements is untrue in any material respect with respect to such portion of the Subject Interests as of the Effective Date. (i) Sellers or the Limited Partnerships have Defensible Title thereto. (ii) All royalties, rentals, shut-in gas payments and other Payments due with respect to such portion of the Subject Interests have been properly and timely paid, except for payments held in suspense for title exception if or other reasons which are customary in the Title Company or industry and which will not result in grounds for cancellation of Sellers' rights in such portion of the Subject Interests. (1) Except as set forth in any of the Exhibits hereto, neither of the Sellers nor, to the best of Sellers' knowledge, any other reputable title insurance company shall be prepared party to issue to Owner an owner's policy the Basic Documents (i) is in breach of title insurance for the Property (at standard rates default, or with the Sellers paying lapse of time or the giving of notice, or both, would be in breach or default, with respect to any additional premium of its material obligations thereunder or (ii) has given or threatened to give notice of any (aa) default under, (bb) inquiry into any possible default under, or (cc) action to alter, terminate, rescind or procure a judicial reformation of, any Basic Document or any provisions thereof. (2) Except as set forth in connection with such exceptionExhibit "E", (i) dated as all operations (including, without limitation, the exploration and development of all leases, the drilling, completion and production of all wellx xxxreon, the installation, maintenance and operation of the Closing Date insuring over such exceptiongathering systems and pipelines and the marketing of all production therefrom) relating to the assets have in all material respects been conducted in compliance with, or providing affirmative coverage or an endorsement with respect thereto that is reasonably satisfactory to Purchaser.and (ii) all items of tangible personal property and

Title Defects. Buyer shall notify Seller of any Encumbrances or Survey matters Buyer reasonably finds objectionable within 30 days after receipt of the Commitment or within 30 days after receipt of the Survey as the case may be, and Seller shall have until Closing to use its reasonable efforts to remove such Encumbrances or cure such Survey matters as are susceptible of being removed or cured (whether by removal of the defect or insuring against the same in the Title Policy) and Seller shall not, however, be required to institute any court action to attempt to remove such objection or objections, nor shall Seller be required to expend any monies in excess of One Thousand Dollars ($1,000.00) to attempt to remove such objection or objections. If on the Closing Date the Sellers shall be unable to cause title to the Property to be free and clear of all exceptions to title other than Permitted EncumbrancesSeller does not so remove such Encumbrances or cure such Survey matters, then Buyer shall have the Sellers shall be entitledoption of either (i) waiving its objection(s) and completing this transaction and accepting such title as Seller is able to convey, but shall not be obligated, to adjourn without reduction of the Closing Purchase Price (unless such Encumbrances are liens or encumbrances for one or more periods not to exceed ninety (90) days in the aggregate for the purpose of causing title to be placed in the condition called for by this Agreement. If on the Closing Date, as the same may be adjourned as above provided, title to the Property is not free and clear of all exceptions to title other than Permitted Encumbrances, Purchaser may terminate this Agreement by notice to the Sellers delivered on or prior to the Closing Date, as the same may have been extendedascertainable amounts, in which event this Agreement the amounts thereof shall be terminated and of no further force deducted from the Purchase Price), or effect(ii) terminating this Contract, and in which event neither party shall have any obligations of any nature further obligation to the other hereunder hereunder. Any Encumbrance not objected to by Buyer, or initially objected to but later accepted by reason hereofBuyer, except as to those obligations hereunder that are specifically stated to survive such terminationalong with easements, reservations and restrictions of record, taxes, and the Deposit shall be distributed by Escrow Agent in accordance with Section 3.2.2 (assessments, general and the Sellers shall join with Purchaser in executing a written instruction to Escrow Agent to do so); providedspecial, howevernot then due and payable, that in the event that title to the Property is not free and clear of all exceptions to title other than Permitted Encumbrances due to a breach zoning laws, rights of the proviso clause public in and to any parts of the next sentenceLand in streets, Purchaser shall have the rights set forth in Section 16.2. Neither the Sellers nor Owner shall be under any obligation to take any steps or to institute or prosecute any action or proceedings, or expend any sums of money, to remove from title to the Property any defect, encumbrance or objection to title; provided, however, that the Sellers shall be responsible for discharging (roads and at or prior to the Closing shall discharge) any liens, encumbrances or other title defects which do not constitute Permitted Encumbrances, which can be discharged solely by the payment of a sum of money and which arise solely on account of actions or failures to act by Owner or VCR. The Sellers may use any part of the Purchase Price to discharge the same, provided that the Sellers shall deliver to Purchaser at the Closing instruments in recordable form sufficient to discharge such liens and encumbrances of record. Except for the Sellers' failure to discharge such monetary liens or encumbrances as aforesaid, the Sellers shall not be deemed in default of this Agreement, and Purchaser shall not be entitled to damages of any kind, if the Sellers shall fail or be unable to cause title to the Property to be in the condition called for by this Agreement, nor shall Purchaser, in such circumstances, be entitled to specific performance of this Agreement (unless the same is due to a default by the Sellers under this Agreement). In no event shall the Sellers or Owner be obligated to discharge any mechanic's or similar lien created by a Tenant in occupancy at the Closing whose Lease is in full force and effect, but the Sellers shall cause Owner (or VCR, as applicable) to use reasonable efforts to cause such Tenant to do so. For purposes of this Section 14.2, the Sellers alleys shall be deemed to have cured or removed any title exception if the Title Company or any other reputable title insurance company shall be prepared to issue to Owner an owner's policy of title insurance for the Property (at standard rates or with the Sellers paying any additional premium in connection with such exception) dated as of the Closing Date insuring over such exception, or providing affirmative coverage or an endorsement with respect thereto that is reasonably satisfactory to Purchasera “Permitted Exception.”

Title Defects. If (a) Prior to the expiration of the Due Diligence Period, Buyer shall have the right to object in writing to any title matters that appear on the Closing Date Title Commitment, the Sellers Survey, and any updates thereto (whether or not such matters constitute Permitted Exceptions). After the expiration of the Due Diligence Period, Buyer shall be unable have the right to cause object in writing to any title matters which are not Permitted Exceptions and which materially adversely affect Buyer’s title to the Real Property (as reasonably determined by Buyer in good faith) if (i) such matters first appear on any update to the Title Commitment or Survey issued after the expiration of the Due Diligence Period, and (ii) such objection is made by Buyer within five (5) Business Days after such updated Title Commitment or Survey is received by Buyer (but, in any event, prior to the Scheduled Closing Date). Unless Buyer is entitled to and timely objects to such title matters, all such title matters shall be free and clear of all deemed to constitute additional Permitted Exceptions. (b) With respect to any title objections that are not Required Removal Exceptions, Seller may elect to Remove any such exceptions to title other than Permitted Encumbrancesand Seller may notify Buyer in writing within five (5) Business Days after receipt of Buyer’s notice of Buyer’s title objections (but, then in any event, prior to the Sellers Scheduled Closing Date) whether Seller elects to Remove the same. Failure of Seller to respond in writing within such period shall be entitled, but shall deemed an election by Seller not be obligated, to adjourn the Closing for Remove Buyer’s title objections. If Seller elects or is deemed to have elected not to Remove one or more periods of Buyer’s title objections, then, within five (5) Business Days after Seller’s election or deemed election (but, in any event, prior to the Scheduled Closing Date), Buyer may elect in writing to either (i) terminate this Agreement, in which event the Deposit (except for the Non-Refundable Deposit, which shall be paid to Seller) 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. (c) If this Agreement is not terminated by Buyer in accordance with the provisions hereof, Seller shall, at Closing, Remove all Required Removal Exceptions. If Seller is unable to Remove any Required Removal Exceptions prior to the Closing (as extended as provided in Section 3.1(d)), 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. (d) Seller shall be entitled to one or more extensions of the Scheduled Closing Date (not to exceed ninety fifteen (9015) days in the aggregate aggregate) to allow additional time for the purpose of causing title Seller to be placed in the condition called for by this Agreement. If on the Closing Date, as the same may be adjourned as above provided, title to the Property is not free and clear of all Remove any exceptions to title other than Permitted Encumbrances, Purchaser may terminate this Agreement by notice to the Sellers delivered on or prior to the Closing Date, as the same may have been extended, in which event this Agreement shall be terminated and of no further force or effect, and neither party shall have any obligations of any nature to the other hereunder or by reason hereof, except as to those obligations hereunder that are specifically stated to survive such termination, and the Deposit shall be distributed by Escrow Agent in accordance with Section 3.2.2 (and the Sellers shall join with Purchaser in executing a written instruction to Escrow Agent to do so); provided, however, that in the event that title to the Property is not free and clear of all exceptions to title other than Permitted Encumbrances due to a breach of the proviso clause of the next sentence, Purchaser title. Seller shall have the rights set forth in Section 16.2. Neither right to replace the Sellers nor Owner shall be under any obligation Title Company with another nationally recognized title insurance company reasonably satisfactory to take any steps or to institute or prosecute any action or proceedings, or expend any sums of money, to remove from title to the Property any defect, encumbrance or objection to title; provided, however, that the Sellers shall be responsible for discharging (and at or prior to the Closing shall discharge) any liens, encumbrances or other title defects which do not constitute Permitted Encumbrances, which can be discharged solely by the payment of a sum of money and which arise solely on account of actions or failures to act by Owner or VCR. The Sellers may use any part of the Purchase Price to discharge the same, provided that the Sellers shall deliver to Purchaser at the Closing instruments in recordable form sufficient to discharge such liens and encumbrances of record. Except for the Sellers' failure to discharge such monetary liens or encumbrances as aforesaid, the Sellers shall not be deemed in default of this Agreement, and Purchaser shall not be entitled to damages of any kind, if the Sellers shall fail or be unable to cause title to the Property to be in the condition called for by this Agreement, nor shall Purchaser, in such circumstances, be entitled to specific performance of this Agreement (unless the same is due to a default by the Sellers under this Agreement). In no event shall the Sellers or Owner be obligated to discharge any mechanic's or similar lien created by a Tenant in occupancy at the Closing whose Lease is in full force and effect, but the Sellers shall cause Owner (or VCR, as applicable) to use reasonable efforts to cause such Tenant to do so. For purposes of this Section 14.2, the Sellers shall be deemed to have cured or removed any title exception Buyer if the Title Company fails or refuses to Remove any other reputable exceptions to title that Seller elects or is required to Remove, provided that Buyer approves, acting reasonably the title commitment and pro forma owner’s title insurance company shall be prepared to issue to Owner an owner's policy of issued by any such replacement title insurance for the Property (at standard rates or with the Sellers paying any additional premium in connection with such exception) dated as of the Closing Date insuring over such exception, or providing affirmative coverage or an endorsement with respect thereto that is reasonably satisfactory to Purchaser.company

Title Defects. (a) Buyer must deliver to Seller in writing on or before five (5) business days before Closing (the “Notification Deadline”) a written notice specifying each defect associated with the Ownership Interests in the Oil and Gas Properties that it asserts constitutes an objection to real property title, excluding Permitted Liens, that renders Sellers title less than Defensible Title or a violation of the representations set forth in Section 5.6 (a “Title Defect”), a description of each such Title Defect and Buyer’s proposed Title Defect Value for such Title Defect. No fact, circumstance or condition of the title to an Oil and Gas Property shall be considered to effect a reduction in the value thereof, unless due consideration by Buyer has been given to whether any such fact, circumstance or condition is of the type that can generally be expected to be encountered in the area involved and is usually and customarily acceptable to reasonable and prudent operators, interest owners and purchasers engaged in the business of the ownership, development and operation of oil and gas properties. If such notice is not timely submitted, Buyer will be deemed to have waived any basis for an adjustment based on a violation of the representations set forth in Section 5.6, as well as waived its basis for any claim or other assertion of rights or damages based on a breach of such representations except for the special warranty of title in the Assignment, which shall survive Closing. (b) Buyer may request an adjustment to the Base Purchase Price at any time on or before the Notification Deadline, if the adjustment is based on a Title Defect. Sellers may request an upward adjustment to the Base Purchase Price at any time before the Notification Deadline, if Seller’s net revenue interest for the Ownership Interest is greater than that shown on Exhibit “A.” A notice requesting an adjustment must be made in accordance with Section 7.3(a). If either Buyer or Sellers gives notice under the previous section, the parties will meet and use their best efforts to agree on the Closing Date validity of the claim and, if applicable, the amount of the adjustment, using the following criteria: (i) If the claim is based on the Sellers shall be unable to cause title to owning a different net revenue interest (with a proportionate corresponding change in the Property to be free and clear of all exceptions to title other cost bearing working interest) than Permitted Encumbrancesthat shown on Exhibit “A”, then the Sellers shall adjustment will be entitledthe absolute value of the number determined by the following formula: Adjustment = A x (1-[B/C]) A = Allocated Value for the affected Ownership Interest B = Correct net revenue interest for the affected Ownership Interest C = Net revenue interest for the affected Ownership Interest as shown on Exhibit “A”. (ii) If the claim is based on an obligation or burden that is liquidated, the adjustment will be the sum necessary to remove the obligation or burden from the affected Ownership Interest. (iii) If the claim is based on an obligation or burden that is not liquidated, but shall can be estimated with reasonable certainty, including, without limitation, in the event the Sellers’ cost bearing working interest is greater than that reflected in Exhibit “A”, without a proportionate corresponding increase in Sellers’ net revenue interest, or if Sellers’ net revenue interest is less than that reflected in Exhibit “A”, without a proportionate corresponding decrease in Sellers’ cost bearing working interest, the adjustment will be the sum necessary to compensate Buyer for the adverse economic effect on the affected Oil and Gas Property. (c) If the amount of the adjustment for each Title Defect cannot be obligated, to adjourn the Closing for one or more periods not to exceed ninety (90) days in the aggregate for the purpose of causing title to be placed in the condition called for by this Agreement. If determined based on the Closing Dateabove criteria, and if Buyer and Sellers cannot otherwise agree on the amount of an adjustment or the parties are unable to agree upon whether a Title Defect exists, then unless Buyer elects to waive the applicable Title Defect(s) and accept title as the same may be adjourned as above provided, title is to the affected Oil and Gas Property is not free within one business day following receipt of notice by Sellers of their election under Subsection (i) or (ii) below, Sellers may, at their sole option and clear of all exceptions upon written notice to title other than Permitted EncumbrancesBuyer, Purchaser may terminate either: (i) remove the affected Oil and Gas Property from this Agreement (including any required reassignment) and adjust the Base Purchase Price by notice the Allocated Value for that Oil and Gas Property; or (ii) elect to resolve the dispute under the following arbitration provisions. (d) Sellers delivered and Buyer shall attempt to agree on or all Title Defect Amounts no later than five (5) Business Days prior to the Closing Date. If Sellers and Buyer are unable to agree by that date, as the same may have been extended, Title Defect Value in which event this Agreement dispute shall be terminated exclusively and finally resolved by arbitration pursuant to this Section 7.3(d). During the 10-day period following the Closing Date, Title Defect adjustments in dispute shall be submitted to an attorney licensed in the State of no further force Texas and with at least 10 years’ recent experience in oil and gas titles as selected by (i) mutual agreement of Buyer and Sellers or effect(ii) absent such agreement during the 10-day period, by the Senior Chaired Professor of Oil and Gas Law at the University of Texas School of Law or the next most Senior Chaired Professor of Oil and Gas Law at the University of Texas School of Law in the event the most Senior Chaired Professor is unable or unwilling to serve (the “Title Arbitrator”). The Title Arbitrator shall not have had an affiliation with any party or their Affiliates within the seven (7) year period preceding the arbitration, or have any financial interest in the dispute, controversy, or claim. The arbitration proceeding shall be held in Dallas, Dallas County, Texas, and neither party shall have any obligations of any nature to the other hereunder or by reason hereof, except as to those obligations hereunder that are specifically stated to survive such termination, and the Deposit shall be distributed by Escrow Agent conducted in accordance with Section 3.2.2 (the arbitration procedures set forth in Title 7, Chapter 171 of the Texas Civil Practice and the Sellers shall join with Purchaser in executing a written instruction to Escrow Agent to do so); providedRemedies Code, however, that in the event that title to the Property is extent such rules do not free and clear conflict with the terms of all exceptions to title other than Permitted Encumbrances due to a breach this Section. The Title Arbitrator’s determination shall be made within 30 days after submission of the proviso clause matters in dispute and shall be final and binding upon both Parties, without right of appeal. In making his determination, the next sentence, Purchaser Title Arbitrator shall have be bound by the rights rules set forth in Section 16.27.3(b) and may consider such other matters as in the opinion of the Title Arbitrator are necessary or helpful to make a proper determination. Neither Additionally, the Title Arbitrator may consult with and engage disinterested third parties to advise the arbitrator including, without limitation, title attorneys from other states and petroleum engineers. The Title Arbitrator shall act as an expert for the limited purpose of determining the specific disputed Title Defect Value and may not award damages, interest or penalties to either party with respect to any matter. Sellers nor Owner and Buyer shall each bear its own legal fees and other costs of presenting its case. Each Party shall bear one-half of the costs and expenses of the Senior Chaired Professor of Oil and Gas Law and the Title Arbitrator. (e) In an event the Title Defect dispute is submitted to arbitration, there shall be under any obligation to take any steps or to institute or prosecute any action or proceedings, or expend any sums of money, to remove from title no immediate adjustment to the Property any Base Purchase Price for such defect, encumbrance or objection but the amount of any adjustment due by Seller(s) to title; provided, however, that the Sellers Buyer as ultimately determined shall be responsible for discharging (and at or prior to the Closing shall discharge) any liens, encumbrances or other title defects which do not constitute Permitted Encumbrances, which can be discharged solely by the payment of paid as a sum of money and which arise solely on account of actions or failures to act by Owner or VCR. The Sellers may use any part of the Post Closing Adjustment. (f) Title Defects with an agreed individual value of less than $50,000 shall be considered “Minimal Title Defects” and shall not form the basis for an adjustment to the Base Purchase Price to discharge the samePrice (g) Sellers may, provided that the Sellers shall deliver to Purchaser at their sole option, notify Buyer on or before the Closing instruments in recordable form sufficient that they elect to discharge such liens and encumbrances cure some or all of record. Except for the Sellers' failure to discharge such monetary liens or encumbrances as aforesaid, the Sellers shall not be deemed in default of this Agreement, and Purchaser shall not be entitled to damages of any kind, if the Sellers shall fail or be unable to cause title to the Property to be in the condition called for by this Agreement, nor shall Purchaser, in such circumstances, be entitled to specific performance of this Agreement (unless the same is due to a default by the Sellers under this Agreement). In no event shall the Sellers or Owner be obligated to discharge any mechanic's or similar lien created by a Tenant in occupancy at the Closing whose Lease is in full force and effect, but the Sellers shall cause Owner (or VCR, as applicable) to use reasonable efforts to cause such Tenant to do so. For purposes of this Section 14.2, the Sellers shall be deemed to have cured or removed any title exception if the Title Company or any other reputable title insurance company shall Defects. No price adjustment will be prepared made for Title Defects that Sellers elect to issue cure unless such defect remains uncured to Owner an owner's policy of title insurance for the Property Buyer’s satisfaction (at standard rates or with the Sellers paying any additional premium exercised in connection with such exceptiongood faith) dated as of the date of the Post Closing Date insuring over Adjustment. (h) Notwithstanding anything to the contrary in this Section 7.3, the adjustments attributable to the effects of all Title Defects upon any Oil and Gas Property shall not exceed the Allocated Value of such exception, or providing affirmative coverage or an endorsement with respect thereto that is reasonably satisfactory to Purchaserparticular Oil and Gas Property.

Title Defects. If As soon as reasonably practicable (and on an ongoing basis), but no later than 5:00 p.m. MDT on Wednesday, August 24, 2005 (the Closing Date “Objection Deadline”), the Purchaser may notify the Sellers in writing of Title Defects affecting assets of the Company, its Subsidiaries or Four Star. The Purchaser’s notice asserting Title Defects shall be unable to cause title to include a reasonably detailed description and explanation (including any available supporting documentation) of each Title Defect claimed, the Property to be free and clear of all exceptions to title other than Permitted Encumbrances, then the Sellers shall be entitled, but shall not be obligated, to adjourn the Closing for one or more periods not to exceed ninety (90) days in the aggregate for the purpose of causing title to be placed in the condition called for by this Agreement. If on the Closing Date, as the same may be adjourned as above provided, title to the Property is not free and clear of all exceptions to title other than Permitted Encumbrances, Purchaser may terminate this Agreement by notice to the Sellers delivered on or prior to the Closing Date, as the same may have been extended, in which event this Agreement shall be terminated and of no further force or effect, and neither party shall have any obligations of any nature to the other hereunder or by reason hereof, except as to those obligations hereunder that are specifically stated to survive such terminationassets affected, and the Deposit value that the Purchaser in good faith attributes to the Title Defect, which shall be distributed by Escrow Agent in accordance with Section 3.2.2 (not exceed the Allocated Value of such property. The Purchaser and the Sellers shall join meet periodically to attempt to agree on resolution with Purchaser in executing respect to Title Defects. The Sellers shall have the right, but not the obligation, to attempt, at their sole cost, to cure or remove any Title Defects. The Sellers’ election to attempt to cure a written instruction Title Defect shall not constitute a waiver of Sellers’ right to Escrow Agent dispute the existence, nature or value of, or cost to do so); providedcure, however, that in the Title Defect. In the event that any Title Defect(s) as to which the Purchaser has given the Sellers timely notice as provided in this Section 3(a) are not remedied or cured prior to Closing, then, subject to the other provisions of this Section 3, the Aggregate Purchase Price shall be reduced by the aggregate value of all such uncured Title Defects, determined as follows: (1) where the Sellers agree in writing with the value of the Title Defect as set forth in the Purchaser’s notice, that value shall be the value of the Title Defect; (2) if the Title Defect is a lien, encumbrance or other charge upon a property which is undisputed and liquidated in amount, then the value of the Title Defect shall be the lesser of (A) the Allocated Value of such property or (B) the amount necessary to be paid to the obligee to remove the Title Defect from the interest of the Company, its Subsidiaries or, in the case of Four Star, the percentage equity interest of MBOW Four Star Corporation in Four Star multipled by Four Star’s interest, as applicable, in the affected property; (3) if the Allocated Value for a property is positive and the Title Defect represents a discrepancy between the Net Revenue Interest for such property and the Net Revenue Interest for that property stated on Exhibit “C”, then the value of such Title Defect shall be the product of the Allocated Value for such property multiplied by a fraction, the numerator of which is the decrease in Net Revenue Interest and the denominator of which is the Net Revenue Interest stated on Exhibit “C” (it being understood that if such reduction in Net Revenue Interest is not accompanied by a proportionate decrease in the Working Interest then such descrepency shall constitute a separate Title Defect); and (4) if the Title Defect represents an obligation, encumbrance, burden or charge upon or other defect in title to the Property is affected property of a type not free and clear of all exceptions to title other than Permitted Encumbrances due to a breach described in subsections (1), (2) or (3) above, the value of the proviso clause Title Defect shall be determined by taking into account the Allocated Value for the property so affected, the portion of the next sentenceproperty affected by the Title Defect, Purchaser shall have the rights set forth legal effect of the Title Defect, the potential economic effect of the Title Defect over the life of the affected property, and such other factors as are appropriate to make a proper evaluation, in Section 16.2. Neither the Sellers nor Owner shall be under any obligation to take any steps or to institute or prosecute any action or proceedings, or expend any sums of money, to remove from title each case net to the Property any defectinterest, encumbrance or objection to title; providedas represented on Exhibit “C”, however, that the Sellers shall be responsible for discharging (and at or prior to the Closing shall discharge) any liens, encumbrances or other title defects which do not constitute Permitted Encumbrances, which can be discharged solely by the payment of a sum of money and which arise solely on account of actions or failures to act by Owner or VCR. The Sellers may use any part of the Purchase Price to discharge Company, its Subsidiaries or, in the same, provided that the Sellers shall deliver to Purchaser at the Closing instruments in recordable form sufficient to discharge such liens and encumbrances case of record. Except for the Sellers' failure to discharge such monetary liens or encumbrances as aforesaidFour Star, the Sellers shall not be deemed percentage equity interest of MBOW Four Star Corporation in default of this Agreement, and Purchaser shall not be entitled to damages of any kind, if the Sellers shall fail or be unable to cause title to the Property to be in the condition called for Four Star multipled by this Agreement, nor shall Purchaser, in such circumstances, be entitled to specific performance of this Agreement (unless the same is due to a default by the Sellers under this Agreement). In no event shall the Sellers or Owner be obligated to discharge any mechanic's or similar lien created by a Tenant in occupancy at the Closing whose Lease is in full force and effect, but the Sellers shall cause Owner (or VCRFour Star’s interest, as applicable) to use reasonable efforts to cause such Tenant to do so. For purposes of this Section 14.2, in the Sellers shall be deemed to have cured or removed any title exception if the Title Company or any other reputable title insurance company shall be prepared to issue to Owner an owner's policy of title insurance for the Property (at standard rates or with the Sellers paying any additional premium in connection with such exception) dated as of the Closing Date insuring over such exception, or providing affirmative coverage or an endorsement with respect thereto that is reasonably satisfactory to Purchaseraffected property.

Title Defects. If on the Closing Date the Sellers Equitable shall be unable to cause title to the Property Malls to be free and clear in accordance with the terms of all exceptions this Agreement as a result of any exception to title other than Permitted Encumbrances, then the Sellers shall be entitled, but shall not be obligated, to adjourn the Closing for one or more periods not to exceed ninety (90) days in the aggregate for the purpose of causing title to be placed in the condition called for by this Agreement. If on the Closing Date, as the same may be adjourned as above provided, title to the Property that is not free and clear of all exceptions to title other than a Permitted EncumbrancesException, Purchaser may terminate this Agreement by notice to the Sellers Equitable delivered on or prior to the Closing Date, as the same may have been extended, in which event this Agreement shall be terminated and of no further force or effect, the Deposit or Letter(s) of Credit shall be returned to Purchaser, and neither party shall have any obligations of any nature to the other hereunder or by reason hereof, except as to those obligations hereunder that are specifically stated to survive such termination, and the Deposit shall be distributed by Escrow Agent in accordance with Section 3.2.2 (and the Sellers shall join with Purchaser in executing a written instruction to Escrow Agent to do so); provided, however, that in the event that title to the Property is not free and clear of all exceptions to title other than Permitted Encumbrances due to a breach of the proviso clause of the next sentence, Purchaser shall have the rights set forth in Section 16.2. Neither the Sellers nor Owner Equitable shall be under any no obligation to take any steps or to institute or prosecute any action or proceedings, or expend any sums of money, to remove from title to the Property Mall any defect, encumbrance or objection to title; provided, however, that the Sellers Equitable shall be responsible for discharging (and at any liens or prior to the Closing shall discharge) any liens, encumbrances or other title defects which do not constitute Permitted Encumbrances, which can be discharged solely by the payment of a sum of money and not in excess of the sum of $5,000,000 in the aggregate which arise solely on account of obligations undertaken or actions or failures to act performed by Owner or VCREquitable. The Sellers Equitable may use any part of the Purchase Price to discharge the same, provided that the Sellers Equitable shall deliver to Purchaser at the Closing instruments in recordable form sufficient to discharge such liens and encumbrances of record. Except for the Sellers' Equitable's failure to discharge such monetary liens or encumbrances as aforesaidaforesaid up to an aggregate amount of $5,000,000, the Sellers Equitable shall not be deemed in default of this Agreement, and Purchaser shall not be entitled to damages of any kind, if the Sellers Equitable shall fail or be unable to cause title to the Property Mall to be in the condition called for by this Agreement, nor shall Purchaser, in such circumstances, be entitled to specific performance of this Agreement (unless the same is due to a default by the Sellers under this Agreement). In no event shall the Sellers or Owner be obligated to discharge any mechanic's or similar lien created by a Tenant in occupancy at the Closing whose Lease is in full force and effect, but the Sellers shall cause Owner (or VCR, as applicable) to use reasonable efforts to cause such Tenant to do so. For purposes of this Section 14.2, the Sellers shall be deemed to have cured or removed any title exception if the Title Company or any other reputable title insurance company shall be prepared to issue to Owner an owner's policy of title insurance for the Property (at standard rates or with the Sellers paying any additional premium in connection with such exception) dated as of the Closing Date insuring over such exception, or providing affirmative coverage or an endorsement with respect thereto that is reasonably satisfactory to Purchaser.Purchaser in

Title Defects. If on the Closing Date the Sellers (i) Except as otherwise expressly provided in this Section 4, Seller shall be unable have no obligation to cause title to the Property any exceptions or encumbrances which are not Permitted Encumbrances to be free and clear of all exceptions to omitted or removed from any title other than Permitted Encumbrances, then the Sellers shall be entitled, but shall not be obligated, to adjourn the Closing for one or more periods not to exceed ninety (90) days in the aggregate for the purpose of causing title insurance policies to be placed issued in connection with the condition called for by this Agreement. If on the Closing Date, as the same may be adjourned as above provided, title to the Property is not free and clear of all exceptions to title other than Permitted Encumbrances, Purchaser may terminate this Agreement by notice to the Sellers delivered on or prior to the Closing Date, as the same may have been extended, in which event this Agreement shall be terminated and of no further force or effect, and neither party shall have any obligations of any nature to the other hereunder or by reason hereof, except as to those obligations hereunder that are specifically stated to survive such termination, and the Deposit shall be distributed by Escrow Agent in accordance with Section 3.2.2 (and the Sellers shall join with Purchaser in executing a written instruction to Escrow Agent to do so); provided, however, that in the event that title to the Property is not free and clear of all exceptions to title other than Permitted Encumbrances due to a breach sale of the proviso clause of the next sentence, Purchaser shall have the rights set forth in Section 16.2. Neither the Sellers nor Owner shall be under any obligation to take any steps or to institute or prosecute any action or proceedings, or expend any sums of money, to remove from title to the Property any defect, encumbrance or objection to title; provided, however, that the Sellers shall be responsible for discharging Property. (and at or prior to the Closing shall dischargeii) any liens, encumbrances or other title defects which do not constitute Permitted Encumbrances, which can be discharged solely by the payment of a sum of money and which arise solely on account of actions or failures to act by Owner or VCR. The Sellers may use any part of the Purchase Price to discharge the same, provided that the Sellers shall deliver to Purchaser at the Closing instruments in recordable form sufficient to discharge such liens and encumbrances of record. Except for the Sellers' failure to discharge such monetary liens or encumbrances as aforesaid, the Sellers shall not be deemed in default of this Agreement, and Purchaser shall not be entitled to damages of any kind, if the Sellers shall fail or be unable to cause title to the Property to be in the condition called for by this Agreement, nor shall Purchaser, in such circumstances, be entitled to specific performance of this Agreement (unless the same is due to a default by the Sellers under this Agreement). In no event shall the Sellers or Owner be obligated to discharge any mechanic's or similar lien created by a Tenant in occupancy at the Closing whose Lease is in full force and effect, but the Sellers shall cause Owner (or VCR, as applicable) to use reasonable efforts to cause such Tenant to do so. For purposes of this Section 14.2, the Sellers Buyer shall be deemed to have cured waived its right to object to any encumbrance or removed any other title exception or matter pertaining to the Real Property unless Buyer shall have given Seller a specific written notice of its objection in Buyer’s reasonable discretion (based solely on a title or survey matter that would cause the applicable Parcel to not be rentable in the ordinary course of business) to any such matter (a “Title Objection Notice”) not later than five (5) days prior to the expiration of the Inspection Period. Seller shall have no obligation to cure any alleged defect, objection or survey matter raised in any Title Objection Notice (a “Title Objection”), except for Monetary Liens and Voluntary Liens (defined below). (iii) Upon Buyer’s failure to timely deliver a Title Objection Notice with respect to any encumbrance or other title exception or matter within the timeframe set forth above, such encumbrance or other title exception or matter shall thereafter be deemed a Permitted Encumbrance, except for the Monetary Liens and Voluntary Liens. (iv) Should Buyer timely deliver a Title Objection Notice to Seller as above provided, Seller shall have the right, at its sole option, upon written notice to Buyer within ten (10) Business Days of receipt of Buyer’s Title Objection Notice (if any) to elect either of the following: (A) to (1) use commercially reasonable efforts to remove or cure any Title Objection; or (2) provide OS National LLC, 0000 Xxxxxxxxx Xxxx., Xxx. 000, Xxxxxx, XX 00000, Attn: Xxx Xxxxxx, Phone: 000-000-0000, Email: xxxxxxx@xxxxxxxxxx.xxx (the “Title Company”) such assurances as the Title Company or requires to insure Buyer against any other reputable title insurance company loss arising from such Title Objection (in either of which events such matter shall be prepared a “Seller Cure Matter”), or (B) to issue elect neither of the elections referenced in Section 4(c)(iv)(A). Failure by Seller to Owner deliver the notice described in clause (A) within said ten (10) Business-Day period shall be deemed an owner's policy of title insurance election to proceed under this clause (B). If Seller makes the election described in this clause (B), then Buyer shall have the election set forth in Section 4(e). (v) In the event Seller elects to use commercially reasonable efforts to cure a Title Objection pursuant to Section 4(c)(iv)(A)(1), and Seller is unable to cure such Title Objection on or before the date originally scheduled for Closing, then Seller shall have the Property right to defer the Closing from time to time (at standard rates but in no event for more than twenty (20) days after the originally scheduled Closing Date) in order to provide Seller an opportunity to cure such Title Objection or with to proceed under Section 4(c)(iv)(A)(2) (provided that the Sellers paying any additional premium in connection with such exceptionextension(s) dated as of the Closing Date insuring over pursuant to this clause (A) shall not cause the Closing Date to extend beyond the Outside Closing Date). In the event Seller is unable to cure any Title Objection to which Seller elected to attempt to cure pursuant to Section 4(c)(iv)(A)(1) or Section 4(c)(iv)(A)(2) on or before the date scheduled for Closing (as such exceptiondate may be extended as set forth above), or providing affirmative coverage or an endorsement with respect thereto that is reasonably satisfactory to Purchaserthen Buyer shall have the election set forth in Section 4(e).

Title Defects. If on Within ten (10) days following the Closing Date Effective Date, with respect to each of the Premises, Sellers shall order an ALTA title insurance commitment (with respect to each of the Premises, the “Title Commitment”) for an owner’s title insurance policy in the amount of the Purchase Price allocated to the Seller of such Premises from Jefferson Title Corporation in accordance with the provisions of Section 4(a) above. Jefferson Title Corporation shall serve as “Referring Title Agent” to the Title Company and shall receive a referral fee from the Title Company pursuant to a separate agreement with the Title Company; provided that the Title Company delivers to Buyer an “Insured Closing Protection Letter” from Lawyers Title Insurance Corporation. The Title Commitment shall show Seller to be unable to cause vested with good and marketable and insurable fee simple, or in the case of the Ground Leased Properties, leasehold, title to the Property Respective Premises and fee interest in all improvements and fixtures located on the Respective Premises, or in the case of the Ground Leased Properties, a fee for a period of time under the provisions of the Ground Leases, in an amount equal to be the Allocated Purchase Price, free and clear of all exceptions to title Liens (as defined below), covenants, conditions, and rights-of-way other than the Permitted Encumbrances, then the Sellers Exceptions. Buyer shall be entitled, but shall not be obligated, deemed to adjourn the Closing for one have waived its right to object to any encumbrance or more periods not to exceed ninety (90) days other title exception or matter reflected in the aggregate for the purpose of causing title to be placed in the condition called for by this Agreement. If Title Commitments and any matter reflected on the Closing Date, as Existing Survey (a “Title Defect”) unless Buyer shall have given the same may be adjourned as above provided, title Seller of the Premises to which the Property objection relates a specific written notice of its objection to any such matter that is not free and clear of all exceptions to title other than a Permitted Encumbrances, Purchaser may terminate this Agreement by notice to the Sellers delivered on or Encumbrance (a “Title Notice”) prior to the Closing Date, as end of the same may have been extended, in which event this Agreement shall be terminated and of no further force day that is fifteen (15) days after the Effective Date (the “Title Review Period”). Upon Buyer’s failure to timely object to any encumbrance or effectother title exception or matter reflected on the respective Title Commitment or the respective Existing Survey, and neither party any update thereof, such encumbrance or other title exception or matter shall thereafter be deemed a Permitted Encumbrance. Each Seller shall have any obligations the right to, at its sole option, elect, by written notice given to Buyer (“Seller’s Cure Notice”) within three (3) Business Days following the conclusion of any nature the Title Review Period (“Seller’s Notice Period”), to cure or remove the other hereunder or Title Defect identified by reason hereof, except as to those obligations hereunder that are specifically stated to survive such termination, and the Deposit shall be distributed by Escrow Agent Buyer in accordance with Section 3.2.2 (and the Sellers shall join with Purchaser in executing a written instruction to Escrow Agent to do so)Buyer’s Title Notice; provided, however, Seller shall in all events have the obligation to (i) act in good faith in making such election and use commercially reasonable efforts to cure any Title Defects that in Seller elects to cure, (ii) specifically remove the event Pre-Disapproved Exceptions, and (iii) remove any new Title Defect that title attaches to the Real Property is not free and clear of all exceptions subsequent to title other than Permitted Encumbrances due to a breach the conclusion of the proviso clause Title Review Period. The failure of such Seller to deliver a Seller’s Cure Notice during the next sentenceSeller’s Notice Period shall be deemed an election by such Seller not to cure such exceptions. Should such Seller elect to attempt to cure or remove any objection, Purchaser such Seller shall have the rights set forth in Section 16.2. Neither the Sellers nor Owner shall be under any obligation to take any steps or to institute or prosecute any action or proceedings, or expend any sums of money, to remove from title to the Property any defect, encumbrance or objection to title; provided, however, that the Sellers shall be responsible for discharging until two (and at or 2) Business Days prior to the Applicable Closing Date (“Cure Period”) in which to accomplish the cure. In the event Seller elects (or is deemed to have elected) not to cure or remove any Title Defect, or in any event Seller fails to cure or remove any Title Defect which Seller agrees or is required to cure within the Cure Period, then Buyer shall dischargebe entitled, as Buyer’s sole and exclusive remedies, either to (i) upon written demand by Buyer to such Seller and Escrow Agent, to treat such Sellers Property as an Excluded Property hereunder, or (ii) waive any liens, encumbrances or other title defects which do Title Defects that Seller has not constitute Permitted Encumbrances, which can be discharged solely by the payment of a sum of money elected to cure and which arise solely on account of actions or failures to act by Owner or VCRclose this transaction as otherwise contemplated herein. The Sellers may use any part failure of Buyer to provide written notice to Seller within three (3) Business Days following the expiration of the Purchase Price Seller’s Notice Period waiving any objections Seller has not elected to discharge the same, provided that the Sellers shall deliver to Purchaser at the Closing instruments in recordable form sufficient to discharge such liens and encumbrances of record. Except for the Sellers' failure to discharge such monetary liens or encumbrances as aforesaid, the Sellers shall not be deemed in default of this Agreement, and Purchaser shall not be entitled to damages of any kind, if the Sellers shall fail or be unable to cause title to the Property to be in the condition called for by this Agreement, nor shall Purchaser, in such circumstances, be entitled to specific performance of this Agreement (unless the same is due to a default by the Sellers under this Agreement). In no event shall the Sellers or Owner be obligated to discharge any mechanic's or similar lien created by a Tenant in occupancy at the Closing whose Lease is in full force and effect, but the Sellers shall cause Owner (or VCR, as applicable) to use reasonable efforts to cause such Tenant to do so. For purposes of this Section 14.2, the Sellers cure shall be deemed an election by Buyer to have cured or removed any title exception if the waive Title Company or any other reputable title insurance company Defects under clause (ii) above. The term “Lien(s)” as defined herein shall be prepared to issue to Owner an owner's policy of title insurance for the Property (at standard rates or with the Sellers paying any additional premium in connection with such exception) dated as of the Closing Date insuring over such exceptionmean, or providing affirmative coverage or an endorsement with respect thereto that is reasonably satisfactory to Purchasereach Seller, liens and other encumbrances, assessments and/or indebtedness (including the existing mortgage, deeds of trust, but excluding any Permitted Encumbrances) including without limitation, labor, materialmens, mechanics’ liens, judgments and federal, state and municipal tax liens.

Title Defects. If on If: (i) the Closing Date the Sellers shall be unable to cause title to the Property to be free and clear of all Title Commitment reflects any exceptions to title other than Permitted Encumbranceswhich are not acceptable to Buyer, then in Buyer’s sole discretion; (ii) the Sellers shall be entitledSurvey discloses any state of fact not acceptable to Buyer, but shall not be obligated, in Buyer’s sole discretion; or (iii) at any time prior to adjourn the Closing for one or more periods not to exceed ninety (90) days in the aggregate for the purpose of causing title to be placed in the condition called for by this Agreement. If on the Closing Date, as the same may be adjourned as above providedClosing, title to the Property is not free and clear of all exceptions encumbered by any exception to title other than Permitted Encumbrancesnot acceptable to Buyer, Purchaser may terminate this Agreement by notice in Buyer’s sole discretion (with any such exception or unacceptable state of fact being referred to the Sellers delivered herein as a “Title Defect”); then Xxxxx may, on or before the Satisfaction Date (or, in the case of a Title Defect not disclosed by the Title Commitment prior to the Closing Satisfaction Date, as the same may have been extendedwithin fifteen (15) days after Xxxxx receives notice of such Title Defect), in which event this Agreement shall be terminated and provide Seller with written notice of no further force or effect, and neither party such Title Defect. Seller shall have any obligations of any nature to the other hereunder or by reason hereofright, but not the obligation (except as specifically set forth below), during the thirty (30) day period after receipt of such notice, but not later than the Closing, to those obligations hereunder that are specifically stated remove such Title Defect or obtain affirmative title insurance coverage acceptable to survive Buyer, insuring and defending Buyer against any loss, cost, or expense arising out of or related to such termination, and the Deposit shall be distributed by Escrow Agent in accordance with Section 3.2.2 Title Defect (and the Sellers shall join with Purchaser in executing a written instruction to Escrow Agent “Affirmative Coverage”). If Seller elects to do so, then on or before the Closing Date (as defined below); provided, however, Seller shall provide Buyer with reasonable evidence of such removal or provide reasonable evidence that in the event such Title Defect will be removed or that title such Affirmative Coverage will be obtained. Notwithstanding anything contained herein to the Property is not free and clear of all exceptions to title other than Permitted Encumbrances due to a breach of the proviso clause of the next sentencecontrary, Purchaser shall have the rights set forth in Section 16.2. Neither the Sellers nor Owner Seller shall be under any obligation obligated to take any steps expend whatever sums are required to cure or to institute or prosecute any action or proceedingsobtain Affirmative Coverage for the following Title Defects prior to, or expend any sums of moneyat, to remove from title to the Closing: (i) All mortgages, security deeds, liens, or other security instruments encumbering the Property any defect, encumbrance (which are not the result of acts or objection omissions of Buyer); (ii) Judgments against Seller (which are not the result of acts or omissions of Buyer) which have attached to title; provided, however, that and become a lien against the Sellers shall be responsible for discharging Property; (iii) All past due ad valorem taxes and at or prior to the Closing shall discharge) any liens, encumbrances or other title defects which do not constitute Permitted Encumbrances, which can be discharged solely by the payment of a sum of money and which arise solely on account of actions or failures to act by Owner or VCR. The Sellers may use any part of the Purchase Price to discharge the same, provided that the Sellers shall deliver to Purchaser at the Closing instruments in recordable form sufficient to discharge such liens and encumbrances of record. Except for the Sellers' failure to discharge such monetary liens or encumbrances as aforesaid, the Sellers shall not be deemed in default of this Agreement, and Purchaser shall not be entitled to damages assessments of any kind, if which constitute a lien against the Sellers shall fail Property; and (iv) All past due (or be unable currently due) assessments or fees of any kind related to cause title to the Property to be in the condition called for by this Agreementany easement, nor shall Purchaserdeclaration, in such circumstancescovenants, be entitled to specific performance of this Agreement (unless the same is due to a default by the Sellers under this Agreement). In no event shall the Sellers or Owner be obligated to discharge any mechanic's or similar lien created by a Tenant in occupancy at encumbrance affecting the Closing whose Lease is in full force and effect, but the Sellers shall cause Owner (or VCR, as applicable) to use reasonable efforts to cause such Tenant to do so. For purposes of this Section 14.2, the Sellers shall be deemed to have cured or removed any title exception if the Title Company or any other reputable title insurance company shall be prepared to issue to Owner an owner's policy of title insurance for the Property (at standard rates or with the Sellers paying any additional premium in connection with such exception) dated as of the Closing Date insuring over such exception, or providing affirmative coverage or an endorsement with respect thereto that is reasonably satisfactory to PurchaserProperty.

Title Defects. If 4.2.1 Buyer's Objections to Title; Seller's Obligations and Rights. (a) Prior to the end of the Due Diligence Period, Buyer shall have the right to object in writing to any title matters that appear on the Closing Date Title Commitment, the Sellers 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 be unable have the right to cause object in writing to any title matters which are not Permitted Exceptions and which materially adversely affect Buyer's title to the Real Property that may appear on any supplemental title reports or updates to the Title Commitment 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, 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 constitute additional Permitted Exceptions. (b) If this Agreement is not terminated by Buyer in accordance with the provisions hereof, Seller shall, at Closing, Remove or cause to be free Removed any Title Objections to the extent (and clear of all exceptions only to title other than Permitted Encumbrancesthe extent) that the same constitute Required Exceptions. In addition, then the Sellers shall be entitled, Seller may elect (but shall not be obligated) to Remove or cause to be Removed any other Title Objections. To the extent that the same do not constitute Required Exceptions, Seller shall notify Buyer in writing within five (5) business days after receipt of Buyer's notice of Title Objections (but, in any event, prior to adjourn the Closing for Date) whether Seller elects to Remove the same. If Seller elects not to Remove one or more periods Title Objections, then, within five (5) business days after Seller's election (but, in any event, prior to 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 Seller is unable to Remove any Required Exceptions or other Title Objection that it has previously elected to Remove prior to the Closing, Buyer may at Closing elect to either (a) 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 (b) waive such Title Objection and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price. (d) Seller shall be entitled to a reasonable adjournment of the Closing (not to exceed ninety (90) days in the aggregate days) for the purpose of causing title to be placed in the condition called for by this Agreement. If on the Closing Date, as the same may be adjourned as above provided, title to the Property is not free and clear of all exceptions to title other than Permitted Encumbrances, Purchaser may terminate this Agreement by notice to the Sellers delivered on or prior to the Closing Date, as the same may have been extended, in which event this Agreement shall be terminated and of no further force or effect, and neither party shall have any obligations Removal of any nature to the other hereunder or by reason hereof, except as to those obligations hereunder that are specifically stated to survive such termination, and the Deposit shall be distributed by Escrow Agent in accordance with Section 3.2.2 (and the Sellers shall join with Purchaser in executing a written instruction to Escrow Agent to do so); provided, however, that in the event that title to the Property is not free and clear of all exceptions to title other than Permitted Encumbrances due to a breach of the proviso clause of the next sentence, Purchaser shall have the rights set forth in Section 16.2. Neither the Sellers nor Owner shall be under any obligation to take any steps or to institute or prosecute any action or proceedings, or expend any sums of money, to remove from title to the Property any defect, encumbrance or objection to title; provided, however, that the Sellers shall be responsible for discharging (and at or prior to the Closing shall discharge) any liens, encumbrances Required Exceptions or other title defects which do not constitute Permitted Encumbrances, which can be discharged solely by the payment of a sum of money and which arise solely on account of actions or failures to act by Owner or VCR. The Sellers may use any part of the Purchase Price to discharge the same, provided that the Sellers shall deliver to Purchaser at the Closing instruments in recordable form sufficient to discharge such liens and encumbrances of record. Except for the Sellers' failure to discharge such monetary liens or encumbrances as aforesaid, the Sellers shall not be deemed in default of this Agreement, and Purchaser shall not be entitled to damages of any kind, if the Sellers shall fail or be unable to cause title to the Property to be in the condition called for by this Agreement, nor shall Purchaser, in such circumstances, be entitled to specific performance of this Agreement (unless the same is due to a default by the Sellers under this Agreement). In no event shall the Sellers or Owner be obligated to discharge any mechanic's or similar lien created by a Tenant in occupancy at the Closing whose Lease is in full force and effect, but the Sellers shall cause Owner (or VCR, as applicable) to use reasonable efforts to cause such Tenant to do so. For purposes of this Section 14.2, the Sellers shall be deemed to have cured or removed any title exception if the Title Company or any other reputable title insurance company shall be prepared to issue to Owner an owner's policy of title insurance for the Property (at standard rates or with the Sellers paying any additional premium in connection with such exception) dated as of the Closing Date insuring over such exception, or providing affirmative coverage or an endorsement with respect thereto that is reasonably satisfactory to PurchaserObjections.

Title Defects. If on the Closing Date Title Commitment or Survey discloses with respect to the Sellers Property, exceptions to title or other matters unacceptable to Purchaser in its sole discretion (the “Unacceptable Title Matters”), Purchaser shall be unable to cause title notify Seller of any Unacceptable Title Matter related to the Property on or before the date which is twenty (20) business days after the Purchaser receives both the Title Commitment (and complete copies of the documents of record disclosed by the Title Commitment) and Survey (such twenty (20) business day period from the final delivery to be free Purchaser of the Title Commitment, copies of documents of record and clear of all exceptions Survey being hereinafter referred to title other than Permitted Encumbrancesas the “Title Review Period” for the Property, then the Sellers provided such notice shall be entitleddelivered to Seller, but if at all, no later than five (5) business days prior to the end of the Due Diligence Period), and Seller shall not have ten (10) business days from the date of such notice to have each such Unacceptable Title Matter removed (without any obligation to do so, except Seller will be obligatedobligated to remove at Closing any monetary liens encumbering the Property), or, to adjourn attempt to have the Closing for one or more periods not Title Insurer commit to exceed ninety insure over such Unacceptable Title Matter, in a manner reasonably acceptable to Purchaser (90) days in provided if the aggregate for the purpose of causing title Title Insurer fails to be placed in the condition called for by this Agreement. If on the Closing Date, as the same may be adjourned as above provided, title to the Property is not free and clear of all exceptions to title other than Permitted Encumbrancesinsure over such Unacceptable Title Matter, Purchaser may terminate this Agreement by notice Agreement, and as its sole remedy receive a refund of the Exxxxxx Money), or to correct each such other matter, in each case to the Sellers delivered on reasonable satisfaction of Purchaser. If within the time specified, Seller fails to have each such Unacceptable Title Matter removed, insured over or prior corrected as aforesaid, Purchaser may elect to the Closing Date, as the same may have been extended, in which event either (i) terminate this Agreement shall be terminated and receive a refund of no further force the Exxxxxx Money, or effect, and neither party shall have any obligations of any nature (ii) elect to the other hereunder or by reason hereof, except as to those obligations hereunder that are specifically stated to survive such termination, and the Deposit shall be distributed by Escrow Agent in accordance with Section 3.2.2 (and the Sellers shall join with Purchaser in executing a written instruction to Escrow Agent to do so); provided, however, that in the event that accept title to the Property is not free and clear of all exceptions to title other than Permitted Encumbrances due to a breach of the proviso clause of the next sentence, Purchaser shall have the rights set forth in Section 16.2. Neither the Sellers nor Owner shall be under any obligation to take any steps or to institute or prosecute any action or proceedings, or expend any sums of money, to remove from title subject to the Property any defect, encumbrance or objection Unacceptable Title Matter with the right to title; provided, however, that the Sellers shall be responsible for discharging (and at or prior to the Closing shall discharge) any liens, encumbrances or other title defects which do not constitute Permitted Encumbrances, which can be discharged solely by the payment of a sum of money and which arise solely on account of actions or failures to act by Owner or VCR. The Sellers may use any part of deduct from the Purchase Price a sum equal to the amount required to discharge the same, provided that the Sellers shall deliver to Purchaser at the Closing instruments in recordable form sufficient to discharge such liens and encumbrances of record. Except for the Sellers' failure to discharge such monetary liens or encumbrances as aforesaidof a definite or ascertainable amount. If Purchaser fails to make either such election, the Sellers shall not be deemed in default of this Agreement, and Purchaser shall not be entitled to damages of any kind, if the Sellers shall fail or be unable to cause title to the Property to be in the condition called for by this Agreement, nor shall Purchaser, in such circumstances, be entitled to specific performance of this Agreement (unless the same is due to a default by the Sellers under this Agreement). In no event shall the Sellers or Owner be obligated to discharge any mechanic's or similar lien created by a Tenant in occupancy at the Closing whose Lease is in full force and effect, but the Sellers shall cause Owner (or VCR, as applicable) to use reasonable efforts to cause such Tenant to do so. For purposes of this Section 14.2, the Sellers shall be deemed to have cured or removed any title exception if the Title Company or any other reputable title insurance company shall be prepared to issue to Owner an owner's policy of title insurance for the Property elected option (at standard rates or with the Sellers paying any additional premium in connection with such exceptioni) dated as of the Closing Date insuring over such exception, or providing affirmative coverage or an endorsement with respect thereto that is reasonably satisfactory to Purchaserabove.

Title Defects. If on The Partnership shall have the Closing Date right to review ------------- the Title Commitments, UCC Searches or Surveys (or any revision or update of any of them) and to require the Seller to remove, correct, and cure any defects in the title or other such matters relating to the title that the Partnership determines, in its sole discretion, are unacceptable. The Partnership shall notify the Sellers of those matters listed on Schedule 3.1 that are acceptable, ------------ which shall be unable referred to cause title to as the Property to be free and clear of all exceptions to title other than Permitted Encumbrances, then "Scheduled Exceptions." The Partnership shall notify the Sellers shall be entitledwithin ten (10) business days after the Partnership receives the last of the Title Commitments, but shall not be obligated, to adjourn the Closing for one UCC Searches or more periods not to exceed ninety (90) days in the aggregate for the purpose of causing title to be placed in the condition called for by this Agreement. If on the Closing DateSurveys, as the same case may be, of any such defects or matters that the Partnership finds to be adjourned as above providedunacceptable, title to the Property is not free and clear of all exceptions to title other than Permitted Encumbrancesand, Purchaser may terminate this Agreement by notice to the Sellers delivered on or prior to the Closing Date, such Sellers shall, (i) as to any such exception or other matter of a nonmonetary nature, use reasonable efforts to remove, correct and cure such defects or such other matters, and (ii) as to any such defect or other matter of a monetary nature, cause such lien or encumbrance or other matter to be discharged and released, in each case to the same may have been extendedreasonable satisfaction of the Partnership, except that such Seller shall not be required to expend more than $100,000 with respect thereto. If such Seller fails to remove, correct and cure such defects or such other matters, the Partnership may, at its option and as its exclusive remedy, (x) terminate this Agreement, in which event this Agreement Agreement, without further action of the parties, shall be terminated become null and of no further force or effect, void and neither party shall have any further rights or obligations of any nature under this Agreement, (y) terminate this Agreement with respect to such Property and reduce the Aggregate Purchase Price by the Purchase Price for such Property with respect to which the Seller fails to correct and cure such defects or other hereunder such matters, or by reason hereof, except as (z) elect to those obligations hereunder that are specifically stated to survive such termination, and the Deposit shall be distributed by Escrow Agent in accordance with Section 3.2.2 (and the Sellers shall join with Purchaser in executing a written instruction to Escrow Agent to do so); provided, however, that in the event that accept title to the such Property is not free and clear of all exceptions to title other than Permitted Encumbrances due to a breach of the proviso clause of the next sentence, Purchaser shall have the rights set forth in Section 16.2. Neither the Sellers nor Owner shall be under any obligation to take any steps discharge or to institute or prosecute any action or proceedings, or expend any sums of money, to remove from title to the Property any defect, encumbrance or objection to title; provided, however, that the Sellers shall be responsible for discharging (and at or prior to the Closing shall discharge) release any liens, encumbrances or other title defects matters of a monetary nature or which do not constitute Permitted Encumbrancesmay otherwise be discharged, which can be discharged solely released or removed by the payment of a monetary sum of money and which arise solely on account of actions or failures to act by Owner or VCR. The Sellers may use any part of reduce the Aggregate Purchase Price by the lesser of (a) the amount necessary to discharge the same, provided that the Sellers shall deliver to Purchaser at the Closing instruments in recordable form sufficient to discharge such liens and encumbrances of record. Except for the Sellers' failure to discharge correct or cure such monetary liens liens, encumbrances or encumbrances as aforesaidother matters or (b) $100,000. If the Partnership fails to make any such election, the Sellers shall not be deemed in default of this Agreement, and Purchaser shall not be entitled to damages of any kind, if the Sellers shall fail or be unable to cause title to the Property to be in the condition called for by this Agreement, nor shall Purchaser, in such circumstances, be entitled to specific performance of this Agreement (unless the same is due to a default by the Sellers under this Agreement). In no event shall the Sellers or Owner be obligated to discharge any mechanic's or similar lien created by a Tenant in occupancy at the Closing whose Lease is in full force and effect, but the Sellers shall cause Owner (or VCR, as applicable) to use reasonable efforts to cause such Tenant to do so. For purposes of this Section 14.2, the Sellers Partnership shall be deemed to have cured or removed any title exception if elected the Title Company or any other reputable title insurance company shall be prepared to issue to Owner an owner's policy of title insurance for the Property option contained in clause (at standard rates or with the Sellers paying any additional premium in connection with such exception) dated as of the Closing Date insuring over such exception, or providing affirmative coverage or an endorsement with respect thereto that is reasonably satisfactory to Purchasery).

Title Defects. If on For the Closing Date the Sellers shall be unable to cause title to the Property to be free and clear of all exceptions to title other than Permitted Encumbrances, then the Sellers shall be entitled, but shall not be obligated, to adjourn the Closing for one or more periods not to exceed ninety (90) days in the aggregate for the purpose of causing title to be placed in the condition called for by this Agreement. If on the Closing Date, as the same may be adjourned as above provided, title to the Property is not free and clear of all exceptions to title other than Permitted Encumbrances, Purchaser may terminate this Agreement by notice to the Sellers delivered on or prior to the Closing Date, as the same may have been extended, in which event this Agreement shall be terminated and of no further force or effect, and neither party shall have any obligations of any nature to the other hereunder or by reason hereof, except as to those obligations hereunder that are specifically stated to survive such termination, and the Deposit shall be distributed by Escrow Agent in accordance with Section 3.2.2 (and the Sellers shall join with Purchaser in executing a written instruction to Escrow Agent to do so); provided, however, that in the event that title to the Property is not free and clear of all exceptions to title other than Permitted Encumbrances due to a breach of the proviso clause of the next sentence, Purchaser shall have the rights set forth in Section 16.2. Neither the Sellers nor Owner shall be under any obligation to take any steps or to institute or prosecute any action or proceedings, or expend any sums of money, to remove from title to the Property any defect, encumbrance or objection to title; provided, however, that the Sellers shall be responsible for discharging (and at or prior to the Closing shall discharge) any liens, encumbrances or other title defects which do not constitute Permitted Encumbrances, which can be discharged solely by the payment of a sum of money and which arise solely on account of actions or failures to act by Owner or VCR. The Sellers may use any part of the Purchase Price to discharge the same, provided that the Sellers shall deliver to Purchaser at the Closing instruments in recordable form sufficient to discharge such liens and encumbrances of record. Except for the Sellers' failure to discharge such monetary liens or encumbrances as aforesaid, the Sellers shall not be deemed in default purposes of this Agreement, and Purchaser shall not be entitled to damages a portion of any kind, if the Sellers shall fail or be unable to cause title to the Property to be in the condition called for by this Agreement, nor shall Purchaser, in such circumstances, be entitled to specific performance of this Agreement (unless the same is due to a default by the Sellers under this Agreement). In no event shall the Sellers or Owner be obligated to discharge any mechanic's or similar lien created by a Tenant in occupancy at the Closing whose Lease is in full force and effect, but the Sellers shall cause Owner (or VCR, as applicable) to use reasonable efforts to cause such Tenant to do so. For purposes of this Section 14.2, the Sellers Subject Interests shall be deemed to have cured a "Title Defect" if any one or removed any title exception if more of the Title Company or any other reputable title insurance company shall be prepared following statements is untrue with respect to issue to Owner an owner's policy such portion of title insurance for the Property (at standard rates or with the Sellers paying any additional premium in connection with such exception) dated Subject Interests as of the Effective Time or the Closing Date insuring over Date: (i) Seller has Defensible Title thereto. (ii) All royalties, rentals, Xxxx clause payments, shut-in gas payments and other payments due with respect to such exceptionportion of the Subject Interests have been properly and timely paid, except for payments held in suspense for title or other reasons which are reasonable and customary in the industry and which will not result in grounds for cancellation of Seller's rights in such portion of the Subject Interests. (iii) Except as set forth in any of the Exhibits hereto, Seller is not in default under the material terms of any of the Basic Documents respecting such portion of the Subject Interests which could (1) materially interfere with the ownership, operation, value or use thereof, (2) materially prevent Seller from receiving its proportionate share of the proceeds of production attributable to Seller's interest therein, or providing affirmative coverage (3) result in cancellation of Seller's interest therein. (iv) There is no lien, charge, encumbrance, defect or an endorsement objection (other than a Permitted Encumbrance) against, in or to Seller's title thereto or right or interest therein. There is no existing fact or circumstance relative to Seller's title which is of such significance that a reasonable and prudent person engaged in the business of the ownership, development and operation of oil and gas properties with respect thereto that knowledge of all the facts and appreciation of their legal significance would be unwilling to accept and pay for the Subject Interest or portion thereof which is reasonably satisfactory to Purchaseraffected thereby.

Title Defects. If on In the Closing Date event Buyer has the Sellers shall be unable to cause title to the Property to be free and clear of all exceptions to title other than Permitted EncumbrancesTitle Commitment down-dated in accordance with Section 4(a) above, then the Sellers shall be entitledBuyer may, but shall not be obligated, to adjourn the Closing for one or more periods not to exceed ninety within three (903) days of Buyer’s receipt of the down-dated Title Commitment but in no event later than the aggregate for the purpose of causing title to be placed in the condition called for by this Agreement. If on day before the Closing Date, object in writing to any condition of title not identified as a Permitted Exception, which, in Buyer’s sole discretion, affects the same may be adjourned as above provided, marketability or insurability of title to the Real Property is not free and clear (hereinafter referred to as a “Title Defect”). If Buyer provides Seller with proper written notice of all exceptions to any objections affecting the title other than Permitted Encumbrances, Purchaser may terminate this Agreement by notice to the Sellers delivered on Real Property as revealed by the down-dated Title Commitment, Seller shall then have the right, but not the obligation, to cure or prior to satisfy such Title Defect at or before the Closing Date, as the same may have been extended, in which event this Agreement shall be terminated and of no further force or effect, and neither party shall have any obligations of any nature to the other hereunder or by reason hereof, except as to those obligations hereunder that are specifically stated to survive such termination, and the Deposit shall be distributed by Escrow Agent in accordance with Section 3.2.2 (and the Sellers shall join with Purchaser in executing a written instruction to Escrow Agent to do so)Closing; provided, however, that in the event that title to the Property is Seller shall not free and clear of all exceptions to title other than Permitted Encumbrances due to a breach of the proviso clause of the next sentence, Purchaser shall have the rights set forth in Section 16.2. Neither the Sellers nor Owner shall be under any obligation to take any steps or required to institute any lawsuit or prosecute other legal proceedings to cure or satisfy any action or proceedings, or expend any sums of money, to remove from title to Title Defect. If the Property any defect, encumbrance or objection to title; provided, however, that the Sellers shall be responsible for discharging (and Title Defects are not satisfied by Seller at or prior before the Closing, then, at the option of Buyer, as evidenced by written notice to be given to Seller and Escrow Agent at or before Closing, Buyer may, at its option, (i) elect to terminate this Agreement, in which event Escrow Agent shall return the Closing Deposit together with all accrued interest forthwith to Buyer and no party shall dischargethereafter have any further rights, duties or obligations hereunder except with regard to indemnifications which shall by their express terms survive the termination of this Agreement; or (ii) elect to close the purchase transaction contemplated herein subject to such Title Defects, without any liens, encumbrances or other title defects which do not constitute Permitted Encumbrances, which can be discharged solely by the payment of a sum of money and which arise solely on account of actions or failures to act by Owner or VCR. The Sellers may use any part reduction of the Purchase Price to discharge other than for Title Defects of an ascertainable monetary value that are the same, provided that the Sellers shall deliver to Purchaser at the Closing instruments in recordable form sufficient to discharge such liens sole and encumbrances exclusive obligation of record. Except for the Sellers' failure to discharge such monetary liens or encumbrances as aforesaid, the Sellers shall not be deemed in default of this Agreement, and Purchaser shall not be entitled to damages of any kind, if the Sellers shall fail or be unable to cause title to the Property to be in the condition called for by this Agreement, nor shall PurchaserSeller, in such circumstancesan amount not to exceed Five Thousand and 00/100 Dollars US ($5,000.00), be entitled cumulatively, without Seller’s prior written consent. If Buyer fails to specific performance of notify Seller that Buyer is terminating this Agreement (unless the same is due pursuant to a default by the Sellers under this Agreement). In no event shall the Sellers or Owner be obligated to discharge any mechanic's or similar lien created by a Tenant in occupancy at the Closing whose Lease is in full force and effect, but the Sellers shall cause Owner (or VCR, as applicable) to use reasonable efforts to cause such Tenant to do so. For purposes of this Section 14.24(b), the Sellers Buyer shall be deemed to have cured or removed any title exception if selected option (ii) in the Title Company or any other reputable title insurance company shall be prepared to issue to Owner an owner's policy of title insurance for the Property (at standard rates or with the Sellers paying any additional premium in connection with such exception) dated as of the Closing Date insuring over such exception, or providing affirmative coverage or an endorsement with respect thereto that is reasonably satisfactory to Purchaserprevious sentence.

Title Defects. If (i) Attached hereto as Exhibit “C-2” is a title commitment from the Title Company with respect to the Premises (the “FATIC Title Commitment”). At or before the Closing, Seller shall provide the Title Company with (A) affidavits or other instruments sufficient to satisfy those requirements referenced on Schedule B-I of the FATIC Title Commitment as item 3 (but only with respect to contractors and materialmen engaged by Seller), item 4, item 5 (exclusive of Notices of Commencement with respect to matters for which Buyer will assume responsibility to complete under the terms of this Agreement) and item 6 and (B) an Affidavit of Title sufficient to (x) limit exception 2 appearing on Schedule B-II of the FATIC Title Commitment to the rights or claims of parties in possession as tenants only under the Existing Leases in effect at Closing, (y) remove exception 5 appearing on Schedule B-II of the FATIC Title Commitment to the extent applicable to any such lien rights available to contractors engaged by Seller (exclusive of lien rights available to contractors with respect to matters for which Buyer will assume responsibility to complete under the terms of this Agreement), and (z) remove exception 7 appearing on Schedule B-II of the FATIC Title Commitment. Except as otherwise expressly provided in this Paragraph 4, or agreed to in writing by Seller pursuant to a response to Buyer’s Title Notice, Seller shall have no obligation to cause any exceptions or encumbrances which are not Permitted Encumbrances to be omitted or removed from any title commitment or any title insurance policy to be issued in connection with the sale of the Premises; provided, Seller’s failure to remove any matter that is not a Permitted Encumbrance will give rise to Buyer’s rights under subparagraph (e) of this Paragraph 4. (ii) Buyer shall be deemed to have waived its right to object to any encumbrance or other title exception or matter reflected in the FATIC Title Commitment and any matter reflected on a Survey Plan unless Buyer shall have given Seller a specific written notice of its objection to any such matter that is not a Permitted Encumbrance (a “Title Notice”) by the expiration of the Inspection Period. Seller shall have no obligation to cure any alleged defect, objection or survey matter raised in any Title Notice, except for the monetary liens referred to in subparagraph (e) of this Paragraph 4 that are to be paid by Seller at or before Closing or as provided in subparagraph (i) above. Upon Buyer’s failure to timely object, any encumbrance or other title exception or matter reflected on the Closing Date FATIC Title Commitment or Survey Plans, and any update thereof, shall thereafter be deemed a Permitted Encumbrance. Seller shall have the Sellers shall be unable right, at its sole option, upon written notice given to cause title to the Property to be free and clear of all exceptions to title other than Permitted Encumbrances, then the Sellers shall be entitled, but shall not be obligated, to adjourn the Closing for one or more periods not to exceed ninety Buyer within ten (9010) days in of receipt of Buyer’s Title Notice, (A) of either (X) agreeing to remove any encumbrance or other title exception or matter which is not a Permitted Encumbrance or (Y) providing the aggregate for the purpose of causing title to be placed in the condition called for by this Agreement. If on the Closing Date, Title Company such assurances as the same may be adjourned as above providedTitle Company requires to insure Buyer against any loss arising from such encumbrance or other title exception or matter, provided Buyer reasonably approves insuring over any title exception, or (B) subject to the Property is not free and clear subparagraph (e) of all exceptions this Paragraph 4, elect to title other than Permitted Encumbrances, Purchaser may terminate this Agreement by notice to the Sellers delivered on or prior to the Closing Date, as the same may have been extendeddo neither (X) nor (Y), in which event this Agreement shall be terminated and of no further force or effect, and neither party shall have any obligations of any nature to the other hereunder or by reason hereof, except as to those obligations hereunder that are specifically stated to survive such termination, and the Deposit shall be distributed by Escrow Agent in accordance with Section 3.2.2 (and the Sellers shall join with Purchaser in executing a written instruction to Escrow Agent to do so); provided, however, that in the event that title to the Property is not free and clear of all exceptions to title other than Permitted Encumbrances due to a breach of the proviso clause of the next sentence, Purchaser Buyer shall have the rights set forth in Section 16.2. Neither the Sellers nor Owner shall be under any obligation to take any steps or to institute or prosecute any action or proceedings, or expend any sums of money, to remove from title to the Property any defect, encumbrance or objection to title; provided, however, that the Sellers shall be responsible for discharging subparagraph (and at or prior to the Closing shall dischargee) any liens, encumbrances or other title defects which do not constitute Permitted Encumbrances, which can be discharged solely by the payment of a sum of money and which arise solely on account of actions or failures to act by Owner or VCR. The Sellers may use any part of the Purchase Price to discharge the same, provided that the Sellers shall deliver to Purchaser at the Closing instruments in recordable form sufficient to discharge such liens and encumbrances of record. Except for the Sellers' failure to discharge such monetary liens or encumbrances as aforesaid, the Sellers shall not be deemed in default of this Agreement, and Purchaser shall not be entitled Paragraph 4. Failure by Seller to damages of any kind, if the Sellers shall fail or be unable to cause title to the Property to be in the condition called for by this Agreement, nor shall Purchaser, in deliver such circumstances, be entitled to specific performance of this Agreement (unless the same is due to a default by the Sellers under this Agreement). In no event shall the Sellers or Owner be obligated to discharge any mechanic's or similar lien created by a Tenant in occupancy at the Closing whose Lease is in full force and effect, but the Sellers shall cause Owner (or VCR, as applicable) to use reasonable efforts to cause such Tenant to do so. For purposes of this Section 14.2, the Sellers notice shall be deemed to have cured or removed any title exception if the Title Company or any other reputable title insurance company shall be prepared to issue to Owner an owner's policy of title insurance for the Property election under subparagraph (at standard rates or with the Sellers paying any additional premium in connection with such exceptionB) dated as of the Closing Date insuring over such exception, or providing affirmative coverage or an endorsement with respect thereto that is reasonably satisfactory to Purchaserabove.

Title Defects. If on the Closing Date the Sellers Equitable shall be unable to cause title to the Property Malls to be free and clear in accordance with the terms of all exceptions this Agreement as a result of any exception to title other than Permitted Encumbrances, then the Sellers shall be entitled, but shall not be obligated, to adjourn the Closing for one or more periods not to exceed ninety (90) days in the aggregate for the purpose of causing title to be placed in the condition called for by this Agreement. If on the Closing Date, as the same may be adjourned as above provided, title to the Property that is not free and clear of all exceptions to title other than a Permitted EncumbrancesException, Purchaser may terminate this Agreement by notice to the Sellers Equitable delivered on or prior to the Closing Date, as the same may have been extended, in which event this Agreement shall be terminated and of no further force or effect, the Deposit or Letter(s) of Credit shall be returned to Purchaser, and neither party shall have any obligations of any nature to the other hereunder or by reason hereof, except as to those obligations hereunder that are specifically stated to survive such termination, and the Deposit shall be distributed by Escrow Agent in accordance with Section 3.2.2 (and the Sellers shall join with Purchaser in executing a written instruction to Escrow Agent to do so); provided, however, that in the event that title to the Property is not free and clear of all exceptions to title other than Permitted Encumbrances due to a breach of the proviso clause of the next sentence, Purchaser shall have the rights set forth in Section 16.2. Neither the Sellers nor Owner Equitable shall be under any no obligation to take any steps or to institute or prosecute any action or proceedings, or expend any sums of money, to remove from title to the Property Mall any defect, encumbrance or objection to title; provided, however, that the Sellers Equitable shall be responsible for discharging (and at any liens or prior to the Closing shall discharge) any liens, encumbrances or other title defects which do not constitute Permitted Encumbrances, which can be discharged solely by the payment of a sum of money and not in excess of the sum of $5,000,000 in the aggregate which arise solely on account of obligations undertaken or actions or failures to act performed by Owner or VCREquitable. The Sellers Equitable may use any part of the Purchase Price to discharge the same, provided that the Sellers Equitable shall deliver to Purchaser at the Closing instruments in recordable form sufficient to discharge such liens and encumbrances of record. Except for the Sellers' Equitable's failure to discharge such monetary liens or encumbrances as aforesaidaforesaid up to an aggregate amount of $5,000,000, the Sellers Equitable shall not be deemed in default of this Agreement, and Purchaser shall not be entitled to damages of any kind, if the Sellers Equitable shall fail or be unable to cause title to the Property Mall to be in the condition called for by this Agreement, nor shall Purchaser, Purchaser in such circumstances, 49 circumstances be entitled to specific performance of this Agreement (unless the same is due to a default by the Sellers under this Agreement). In no event shall the Sellers or Owner Equitable be obligated to discharge any mechanic's or similar lien created by a Tenant in occupancy at the Closing whose Lease is in full force and effecteffect and in good standing (as described in subsection 4.1.7) or an Adjoining Owner, but the Sellers Equitable shall cause Owner (or VCR, as applicable) to use reasonable efforts to cause such Tenant or Adjoining Owner to do so. For purposes of this Section 14.2, the Sellers shall be deemed to have cured or removed any title exception if the Title Company or any other reputable title insurance company shall be prepared to issue to Owner an owner's policy of title insurance for the Property (at standard rates or with the Sellers paying any additional premium in connection with such exception) dated as of the Closing Date insuring over such exception, or providing affirmative coverage or an endorsement with respect thereto that is reasonably satisfactory to Purchaser.

Title Defects. If on Purchaser shall notify Seller in writing forty-five (45) days prior to the Closing Date date set for closing of title of the Sellers shall be existence of encumbrances and defects in title not excepted in this Agreement such that Seller is unable to cause convey good and marketable and insurable title, and Seller shall have a further period of thirty (30) days following receipt of such notice from Purchaser within which, at Seller's expense, to remove said encumbrances and/or to cure the defects. If, at the end of said period, Seller is still unable to convey good and marketable title to the Property to be Premises free and clear of all encumbrances, liens or exceptions to title other than Permitted Encumbrancesexcept as aforesaid, then Purchaser: (a) May elect to accept such title as Seller can convey, upon the Sellers shall be entitled, but shall not be obligated, to adjourn payment of the Closing for one or more periods not to exceed ninety aforesaid purchase price; or (90b) days in the aggregate for the purpose of causing title to be placed in the condition called for by May rescind this Agreement. If on the Closing DatePurchaser shall elect to rescind, as the same may be adjourned as above provided, title to the Property is not free and clear all sums paid under section 4.2 of all exceptions to title other than Permitted Encumbrances, Purchaser may terminate this Agreement by notice to the Sellers delivered on or prior to the Closing Date, as the same may have been extended, in which event this Agreement shall be terminated paid to Purchaser without interest thereon. Upon receipt of such payments by Purchaser, this Agreement shall terminate and become null and void and the parties hereto shall be released and discharged of no all further force or effect, claims and neither party shall have any obligations of any nature each to the other hereunder or by reason hereof, except as to those under this Agreement with the exception of obligations hereunder that are specifically stated to which survive such termination, and the Deposit shall be distributed by Escrow Agent in accordance with Section 3.2.2 (and the Sellers shall join with Purchaser in executing a written instruction to Escrow Agent to do so); provided, however, that in the event that title to the Property is not free and clear of all exceptions to title other than Permitted Encumbrances due to a breach of the proviso clause of the next sentence, Purchaser shall have the rights set forth in Section 16.2. Neither the Sellers nor Owner shall be under any obligation to take any steps or to institute or prosecute any action or proceedings, or expend any sums of money, to remove from title to the Property any defect, encumbrance or objection to title; provided, however, that the Sellers shall be responsible for discharging (and at or prior to the Closing shall discharge) any liens, encumbrances or other title defects which do not constitute Permitted Encumbrances, which can be discharged solely by the payment of a sum of money and which arise solely on account of actions or failures to act by Owner or VCR. The Sellers may use any part of the Purchase Price to discharge the same, provided that the Sellers shall deliver to Purchaser at the Closing instruments in recordable form sufficient to discharge such liens and encumbrances of record. Except for the Sellers' failure to discharge such monetary liens or encumbrances as aforesaid, the Sellers shall not be deemed in default termination of this Agreement, including 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 Purchaser shall not be entitled to damages of any kind, if agreed that the Sellers shall fail or be unable to cause title to the Property herein required to be in the condition called for furnished by this Agreement, nor shall Purchaser, in such circumstances, be entitled to specific performance of this Agreement (unless the same is due to a default by the Sellers under this Agreement). In no event shall the Sellers or Owner be obligated to discharge any mechanic's or similar lien created by a Tenant in occupancy at the Closing whose Lease is in full force and effect, but the Sellers shall cause Owner (or VCR, as applicable) to use reasonable efforts to cause such Tenant to do so. For purposes of this Section 14.2, the Sellers shall be deemed to have cured or removed 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 exception if issue is raised. It is also agreed that any and all defects in or encumbrances against the title, which come within the scope of said Title Company or any other reputable title insurance company standards, shall be prepared to issue to Owner an owner's policy of title insurance for not constitute a valid objection on the Property (at standard rates or with the Sellers paying any additional premium in connection with such exception) dated as part of the Closing Date insuring over Purchaser if such exceptionstandards do not so provide; provided, Seller furnishes any affidavits or providing affirmative coverage or an endorsement with respect thereto that is reasonably satisfactory to Purchaserother instruments which may be required by the applicable standards.

Title Defects. If on If: (i) the Closing Date the Sellers shall be unable to cause title to the Property to be free and clear of all Title Commitment reflects any exceptions to title other than Permitted Encumbranceswhich are not acceptable to Buyer, then in Buyer’s sole discretion; (ii) the Sellers shall be entitledSurvey discloses any state of fact not acceptable to Buyer, but shall not be obligated, in Buyer’s sole discretion; or (iii) at any time prior to adjourn the Closing for one or more periods not to exceed ninety (90) days in the aggregate for the purpose of causing title to be placed in the condition called for by this Agreement. If on the Closing Date, as the same may be adjourned as above providedClosing, title to the Property is not free and clear of all exceptions encumbered by any exception to title other than Permitted Encumbrancesnot acceptable to Buyer, Purchaser may terminate this Agreement by notice in Buyer’s sole discretion (with any such exception or unacceptable state of fact being referred to the Sellers delivered herein as a “Title Defect”); then Buyer may, on or before the Satisfaction Date (or, in the case of a Title Defect not disclosed by the Title Commitment prior to the Closing Satisfaction Date, as the same may have been extendedwithin fifteen (15) days after Buyer receives notice of such Title Defect), in which event this Agreement shall be terminated and provide Seller with written notice of no further force or effect, and neither party such Title Defect. Seller shall have any obligations of any nature to the other hereunder or by reason hereofright, but not the obligation (except as specifically set forth below), during the thirty (30) day period after receipt of such notice, but not later than the Closing, to those obligations hereunder that are specifically stated remove such Title Defect or obtain affirmative title insurance coverage acceptable to survive Buyer, insuring and defending Buyer against any loss, cost, or expense arising out of or related to such termination, and the Deposit shall be distributed by Escrow Agent in accordance with Section 3.2.2 Title Defect (and the Sellers shall join with Purchaser in executing a written instruction to Escrow Agent “Affirmative Coverage”). If Seller elects to do so, then on or before the Closing Date (as defined below); provided, however, Seller shall provide Buyer with reasonable evidence of such removal or provide reasonable evidence that in the event such Title Defect will be removed or that title such Affirmative Coverage will be obtained. Notwithstanding anything contained herein to the Property is not free and clear of all exceptions to title other than Permitted Encumbrances due to a breach of the proviso clause of the next sentencecontrary, Purchaser shall have the rights set forth in Section 16.2. Neither the Sellers nor Owner Seller shall be under any obligation obligated to take any steps expend whatever sums are required to cure or to institute or prosecute any action or proceedingsobtain Affirmative Coverage for the following Title Defects prior to, or expend any sums of moneyat, to remove from title to the Closing: (i) All mortgages, security deeds, liens, or other security instruments encumbering the Property any defect, encumbrance (which are not the result of acts or objection omissions of Buyer); (ii) Judgments against Seller (which are not the result of acts or omissions of Buyer) which have attached to title; provided, however, that and become a lien against the Sellers shall be responsible for discharging Property; (iii) All past due ad valorem taxes and at or prior to the Closing shall discharge) any liens, encumbrances or other title defects which do not constitute Permitted Encumbrances, which can be discharged solely by the payment of a sum of money and which arise solely on account of actions or failures to act by Owner or VCR. The Sellers may use any part of the Purchase Price to discharge the same, provided that the Sellers shall deliver to Purchaser at the Closing instruments in recordable form sufficient to discharge such liens and encumbrances of record. Except for the Sellers' failure to discharge such monetary liens or encumbrances as aforesaid, the Sellers shall not be deemed in default of this Agreement, and Purchaser shall not be entitled to damages assessments of any kind, if which constitute a lien against the Sellers shall fail Property; and (iv) All past due (or be unable currently due) assessments or fees of any kind related to cause title to the Property to be in the condition called for by this Agreementany easement, nor shall Purchaserdeclaration, in such circumstancescovenants, be entitled to specific performance of this Agreement (unless the same is due to a default by the Sellers under this Agreement). In no event shall the Sellers or Owner be obligated to discharge any mechanic's or similar lien created by a Tenant in occupancy at encumbrance affecting the Closing whose Lease is in full force and effect, but the Sellers shall cause Owner (or VCR, as applicable) to use reasonable efforts to cause such Tenant to do so. For purposes of this Section 14.2, the Sellers shall be deemed to have cured or removed any title exception if the Title Company or any other reputable title insurance company shall be prepared to issue to Owner an owner's policy of title insurance for the Property (at standard rates or with the Sellers paying any additional premium in connection with such exception) dated as of the Closing Date insuring over such exception, or providing affirmative coverage or an endorsement with respect thereto that is reasonably satisfactory to PurchaserProperty.

Title Defects. Prior to the expiration of the Inspection Period, Buyer shall notify Seller in writing (“Buyer’s Notice”) of any title matters disclosed in the Title Commitment or Survey to which Buyer objects (the “Title Commitment Defects”). Any matter disclosed in the Title Commitment or Survey and not objected to by Buyer within such period or subsequently waived by Buyer in writing shall be deemed a permitted exception (“Permitted Exception”). If Buyer learns, through continuation reports, updates to the Title Commitment or other written evidence, of any additional title defect(s) not disclosed in the Title Commitment or Survey (the “Additional Title Defects”, and together with the Title Commitment Defects, the “Title Defects”), Buyer shall have the right to object to such Additional Title Defect(s) by giving written notice thereof to Seller on or before the earlier of (x) five (5) business days after the date Buyer receives such continuation report, updated Title Commitment or other written evidence disclosing such Additional Title Defects or (y) the Closing Date. Seller shall be obligated, on or prior to the Closing, to pay, discharge or remove of record or cause to be paid, discharged or removed of record or insured over by the Title Company in a manner satisfactory to Buyer in its sole discretion, at Seller’s sole cost and expense, all of the following items: (a) Voluntary Liens (as hereinafter defined), and (b) other liens encumbering the Project (including judgments and federal, state and municipal tax liens) which (i) are in liquidated amounts and which may be satisfied solely by the payment of money (including the preparation or filing of appropriate satisfaction instruments in connection therewith), excluding, however, mechanic liens which are a tenant’s responsibility to remove pursuant to the terms of the applicable Leases and which are disclosed to Buyer prior to the expiration of the Inspection Period, and (ii) do not exceed in the aggregate $1,000,000.00 (the “Cure Amount”). Except as set forth in this Section 4.3, Seller shall have no obligation to cure any Title Defects. The term “Voluntary Liens” as used herein shall mean all monetary liens, including mortgages which Seller has suffered or allowed to be placed on the Closing Date the Sellers shall be unable to cause title to the Property to be free and clear of all exceptions to title Project, other than Permitted EncumbrancesExceptions, then excluding, however, mechanics liens which are a tenant’s responsibility to remove pursuant to the Sellers terms of the applicable Leases and which are disclosed to Buyer prior to the expiration of the Inspection Period. If Seller, after having used commercially reasonable good faith efforts (which shall be entitledinclude curing and removing of record all Voluntary Liens and expending money to cure all other Title Defects up to the Cure Amount), but shall not be obligatedis unable to cure a Title Defect on or prior to Closing, Buyer may, at its discretion (i) elect to adjourn the Closing for one or more periods a period not to exceed ninety ten (9010) business days to allow Seller to cure such Title Defect, and in the aggregate for the purpose of causing title such event Seller shall continue to use commercially reasonable good faith efforts to effect such cure, (ii) elect to waive in writing such Title Defect in which case it shall be placed in the condition called for by this Agreement. If on the Closing Date, as the same may be adjourned as above provided, title to the Property is not free and clear of all exceptions to title other than deemed a Permitted Encumbrances, Purchaser may Exception or (iii) terminate this Agreement by notice to the Sellers delivered on or prior to the Closing Date, as the same may have been extended, in which event this Agreement Buyer shall be terminated and of no further force or effect, and neither party shall have any obligations of any nature to the other hereunder or by reason hereof, except as to those obligations hereunder that are specifically stated to survive such termination, and the Deposit shall be distributed by Escrow Agent in accordance with Section 3.2.2 (and the Sellers shall join with Purchaser in executing a written instruction to Escrow Agent to do so); provided, however, that in the event that title to the Property is not free and clear of all exceptions to title other than Permitted Encumbrances due to a breach of the proviso clause of the next sentence, Purchaser shall have the rights set forth in Section 16.2. Neither the Sellers nor Owner shall be under any obligation to take any steps or to institute or prosecute any action or proceedings, or expend any sums of money, to remove from title to the Property any defect, encumbrance or objection to title; provided, however, that the Sellers shall be responsible for discharging (and at or prior to the Closing shall discharge) any liens, encumbrances or other title defects which do not constitute Permitted Encumbrances, which can be discharged solely by the payment of a sum of money and which arise solely on account of actions or failures to act by Owner or VCR. The Sellers may use any part of the Purchase Price to discharge the same, provided that the Sellers shall deliver to Purchaser at the Closing instruments in recordable form sufficient to discharge such liens and encumbrances of record. Except for the Sellers' failure to discharge such monetary liens or encumbrances as aforesaid, the Sellers shall not be deemed in default of this Agreement, and Purchaser shall not be entitled to damages receive the Escrow Deposit. If an act or omission of any kind, if the Sellers shall fail or be unable to cause title to the Property to be Seller that is not reflected in the condition called for by this Agreement, nor shall Purchaser, in such circumstances, be entitled to specific performance of this Agreement (unless the same is due to a default by the Sellers under this Agreement). In no event shall the Sellers or Owner be obligated to discharge any mechanic's or similar lien created by a Tenant in occupancy at the Closing whose Lease is in full force and effect, but the Sellers shall cause Owner (or VCR, as applicable) to use reasonable efforts to cause such Tenant to do so. For purposes of this Section 14.2, the Sellers shall be deemed to have cured or removed any title exception if the Title Company Commitment or any other reputable title insurance company shall be prepared to issue to Owner an owner's policy of title insurance for continuation thereof or in the Property (at standard rates or with the Sellers paying any additional premium in connection with such exception) dated Permitted Exceptions as of the Closing Date insuring has an effect on title to the Real Property and if Seller does not cure or cause Title Company to insure over such exception, or providing affirmative coverage or an endorsement with respect thereto that is reasonably item in a manner satisfactory to PurchaserBuyer in its sole discretion, then Buyer may either waive such matter or terminate this Agreement and receive the Escrow Deposit and pursue its remedies under Section 10.2. Notwithstanding anything in this Section 4.3 to the contrary, Buyer may, in its sole discretion, at any time accept such title as Seller can convey, without reduction of the Purchase Price or any credit or allowance on account thereof.

Title Defects. If (i) Ten (10) days after receipt by Purchaser of an original Title Commitment or any survey or Leasehold Title Commitment obtained pursuant to Section 2.04(b) hereof, Purchaser shall give Seller and the Title Company written notice of any defect(s) disclosed in such Title Commitment, survey or Leasehold Title Commitment that: (w) is (are) not included in the exceptions specifically identified on the Closing Date Title Commitment or Leasehold Title Commitment; (x) is(are) not included in clauses (a)-(d) of the Sellers definition of Permitted Exceptions related to the applicable Owned Real Estate or Leased Real Estate; (y) that materially adversely affect(s) the business of the Branch situated upon such Owned Real Estate or Leased Real Estate; and (z) which Purchaser does not approve. Failure of Purchaser to provide such notice on a timely basis shall constitute a waiver by Purchaser of any matter(s) disclosed in such Title Commitment, survey or Leasehold Title Commitment and thereupon such matter(s) shall be unable deemed included in clause (b) of the definition of Permitted Exceptions set forth in this Agreement. (ii) If the notice referred to cause title in (i) above is timely given by Purchaser, Seller shall, within ten (10) days of such notice, notify Purchaser and the Title Company as to whether Seller shall cure or remove any defect(s). Following Seller's notice to Purchaser and the Property Title Company that Seller elects not to be free and clear of all exceptions cure any defect(s), Purchaser must elect, within five (5) days, as its sole remedy hereunder with respect to title other than Permitted Encumbrances, then the Sellers shall be entitled, but shall not be obligatedsuch defect(s), to adjourn the Closing for one or more periods not to exceed ninety (90) days in the aggregate for the purpose of causing title to be placed in the condition called for by this Agreement. If on the Closing Date, as the same may be adjourned as above provided, title to the Property is not free and clear of all exceptions to title other than Permitted Encumbrances, Purchaser may terminate this Agreement by notice as to the Sellers delivered on Assets and Liabilities attributable to the Branch situated upon the affected Owned Real Estate and/or Leased Real Estate. Purchaser's failure to make such an election shall be deemed to be a waiver of such defect(s) and such defect(s) shall be included in the Permitted Exceptions and shown as Permitted Exceptions in the deed and the title policy relating to such Owned Real Estate or Leasehold Estate. (iii) Seller shall cause the Title Company to update the Title Commitments and Purchaser may, at its sole cost and expense, cause the Title Company to update Leasehold Title Commitments, as of the business day prior to the Closing Date, as the same may have been extended, in which event this Agreement shall be terminated and of no further force or effect, and neither party shall have any obligations of any nature to the other hereunder or by reason hereof, except as to those obligations hereunder that are specifically stated to survive such termination, and the Deposit shall be distributed by Escrow Agent in accordance with Section 3.2.2 (and the Sellers shall join with Purchaser in executing a written instruction to Escrow Agent to do so); provided, however, that in . In the event that title the updated Title Commitment or Leasehold Title Commitment as to any Owned Real Estate or Leasehold Estate discloses any defect(s) not included in the Property is not free and clear of all exceptions to title other than Permitted Encumbrances due to a breach of original Title Commitment, survey or Leasehold Title Commitment, the proviso clause of the next sentence, Purchaser shall have the rights procedure set forth in Section 16.2. Neither the Sellers nor Owner (ii) above shall be under any obligation to take any steps or to institute or prosecute any action or proceedings, or expend any sums of money, to remove from title to the Property any defect, encumbrance or objection to title; provided, however, that the Sellers shall be responsible for discharging (and at or prior to the Closing shall discharge) any liens, encumbrances or other title defects which do not constitute Permitted Encumbrances, which can be discharged solely by the payment of a sum of money and which arise solely on account of actions or failures to act by Owner or VCR. The Sellers may use any part of the Purchase Price to discharge the same, provided that the Sellers shall deliver to Purchaser at the Closing instruments in recordable form sufficient to discharge such liens and encumbrances of record. Except for the Sellers' failure to discharge such monetary liens or encumbrances as aforesaid, the Sellers shall not be deemed in default of this Agreement, and Purchaser shall not be entitled to damages of any kind, if the Sellers shall fail or be unable to cause title to the Property to be in the condition called for by this Agreement, nor shall Purchaser, in such circumstances, be entitled to specific performance of this Agreement (unless the same is due to a default by the Sellers under this Agreement). In no event shall the Sellers or Owner be obligated to discharge any mechanic's or similar lien created by a Tenant in occupancy at the Closing whose Lease is in full force and effect, but the Sellers shall cause Owner (or VCR, as applicable) to use reasonable efforts to cause such Tenant to do so. For purposes of this Section 14.2, the Sellers shall be deemed to have cured or removed any title exception if the Title Company or any other reputable title insurance company shall be prepared to issue to Owner an owner's policy of title insurance for the Property (at standard rates or with the Sellers paying any additional premium in connection with such exception) dated as of the Closing Date insuring over such exception, or providing affirmative coverage or an endorsement with respect thereto that is reasonably satisfactory to Purchaserapply.

Title Defects. If Notwithstanding anything contained herein to the contrary, "Permitted Exceptions" shall not include (i) any objectionable title matter which Seller has elected to remedy, (ii) mortgages, deeds of trust, judgments and other monetary liens or encumbrances creating liens on the Closing Date the Sellers Property (all of which Seller shall be unable to cause title to the Property to be free satisfy and clear release of all exceptions to title other than Permitted Encumbrances, then the Sellers shall be entitled, but shall not be obligated, to adjourn the Closing for one or more periods not to exceed ninety (90) days in the aggregate for the purpose of causing title to be placed in the condition called for by this Agreement. If on the Closing Date, as the same may be adjourned as above provided, title to the Property is not free and clear of all exceptions to title other than Permitted Encumbrances, Purchaser may terminate this Agreement by notice to the Sellers delivered on record at or prior to Closing), (ii) any unrecorded easements or encumbrances affecting all or any portion of the Closing DateProperty not expressly disclosed in writing to Purchaser, as not visible on the same may have been extended, in which event this Agreement shall be terminated and of no further force Property or effectnot otherwise noted on any ofthe Deliveries, and neither party shall have (iii) any obligations matters of any nature to record placed against the other hereunder or Property not otherwise contemplated by reason hereof, except as to those obligations hereunder that are specifically stated to survive such termination, and this First Amendment without Purchaser's prior written consent after the Deposit shall be distributed by Escrow Agent in accordance with Section 3.2.2 date this First Amendment (and hereinafter the Sellers shall join with Purchaser in executing a written instruction to Escrow Agent to do so"Title Defects"); provided, however, that in . In the event Purchaser shall ascertain on or before Closing that title to the Property is not free subject to Title Defects then, and clear of in such event, Seller, at Seller's expense, shall take all exceptions to title other than Permitted Encumbrances due to a breach of the proviso clause of the next sentence, Purchaser shall have the rights set forth in Section 16.2. Neither the Sellers nor Owner shall such action as may be under any obligation to take any steps or to institute or prosecute any action or proceedings, or expend any sums of money, required to remove from title to all such Title Defects. If, notwithstanding the Property any defectreasonable efforts of Seller, encumbrance or objection to title; provided, however, that the Sellers Seller shall be responsible for discharging (and at or prior to the Closing shall discharge) any liens, encumbrances or other title defects which do not constitute Permitted Encumbrances, which can be discharged solely by the payment of a sum of money and which arise solely on account of actions or failures to act by Owner or VCR. The Sellers may use any part of the Purchase Price to discharge the same, provided that the Sellers shall deliver to Purchaser at the Closing instruments in recordable form sufficient to discharge such liens and encumbrances of record. Except for the Sellers' failure to discharge such monetary liens or encumbrances as aforesaid, the Sellers shall not be deemed in default of this Agreement, and Purchaser shall not be entitled to damages of any kind, if the Sellers shall fail or be unable to cause title remedy all Title Defects upon or before Closing (which Closing may be extended, at Purchaser's sole option, for up to ninety (90) days to permit remedying of Title Defects), Purchaser may, at its sole option, either (i) declare this First Amendment terminated, obtain the Property to be refund and return of the Deposit and all Extension Fees paid and hold Seller liable for any costs, expenses, losses or damages (including attorneys' fees) incurred by Purchaser arising out of Title Defects resulting from, or caused by, any action, inaction or omission of Seller not exceeding, in the condition called for by this Agreementaggregate, nor shall Purchaser, Fifty Thousand Dollars ($50,000.00) or (ii) waive such Title Defects and proceed with Closing without any reduction in such circumstances, be entitled to specific performance of this Agreement (unless the same is due to a default by the Sellers under this Agreement). In no event shall the Sellers or Owner be obligated to discharge any mechanic's or similar lien created by a Tenant in occupancy at the Closing whose Lease is in full force and effect, but the Sellers shall cause Owner (or VCR, as applicable) to use reasonable efforts to cause such Tenant to do so. For purposes of this Section 14.2, the Sellers shall be deemed to have cured or removed any title exception if the Title Company or any other reputable title insurance company shall be prepared to issue to Owner an owner's policy of title insurance for the Property (at standard rates or with the Sellers paying any additional premium in connection with such exception) dated as of the Closing Date insuring over such exception, or providing affirmative coverage or an endorsement with respect thereto that is reasonably satisfactory to PurchaserPurchase Price.

Title Defects. If on the Closing Date Title Commitment, the Sellers shall be unable to cause title to Lien Searches or the Property to be free and clear Survey, or any update of all the Title Commitment, the Lien Searches or the Survey, at any time discloses exceptions to title or any Defects other than Permitted Encumbrances, then the Sellers shall be entitled, but shall not be obligated, to adjourn the Closing for one or more periods not to exceed ninety (90) days in the aggregate for the purpose of causing title to be placed in the condition called for by this Agreement. If on the Closing Date, as the same may be adjourned as above provided, title to the Property is not free and clear of all exceptions to title other than Permitted Encumbrances, Purchaser may terminate this Agreement by notice to the Sellers delivered on or prior to the Closing Date, as the same may have been extended, in which event this Agreement shall be terminated and of no further force or effect, and neither party shall have any obligations of any nature to the other hereunder or by reason hereof, except as to those obligations hereunder that are specifically stated to survive such termination, and the Deposit shall be distributed by Escrow Agent in accordance with Section 3.2.2 (and the Sellers shall join with Purchaser in executing a written instruction to Escrow Agent to do so); provided, however, that in the event that title to the Property is not free and clear of all exceptions to title other than Permitted Encumbrances due to a breach of the proviso clause of the next sentenceExceptions, Purchaser shall have so notify Seller in writing (a "DISAPPROVAL NOTICE") on or before the rights set forth in Section 16.2end of the Inspection Period. Neither the Sellers nor Owner Unless Purchaser sends such a Disapproval Notice within such time period, Purchaser shall be under deemed to have approved the Title Commitment, Lien Searches, and Survey. With respect to any obligation to take Defects noted in a Disapproval Notice, Seller shall (a) cause any steps such Defects which are monetary liens of a fixed or to institute or prosecute any action or proceedings, or expend any sums ascertainable amount that may be removed by the payment of money, including, without limitation, judgment and mechanics' liens, to remove from title to the Property any defecteither be: (i) bonded and insured over, encumbrance or objection to title; provided, however, that the Sellers shall be responsible for discharging (and ii)removed at or prior to the Closing shall dischargeClosing, and (b) any liens, encumbrances or other title defects which do not constitute Permitted Encumbrances, which can be discharged solely by the payment of a sum of money and which arise solely on account of actions or failures to act by Owner or VCR. The Sellers may use any part notify Purchaser in writing within ten (10) days after receipt of the Purchase Price Disapproval Notice whether Seller will cause all or any of such other Defects to discharge the same, provided that the Sellers shall deliver be removed or cured at or prior to Purchaser at the Closing instruments in recordable form sufficient to discharge such liens and encumbrances of record. Except for the Sellers' failure to discharge such monetary liens or encumbrances as aforesaid, the Sellers shall not be deemed in default of this AgreementClosing, and Purchaser shall not be entitled to damages of any kind, if the Sellers shall fail or be unable to cause title to the Property to be in the condition called for by this Agreement, nor shall Purchaser, in such circumstances, be entitled to specific performance of this Agreement (unless the same is due to a default by the Sellers under this Agreement). In no event shall the Sellers or Owner be obligated to discharge any mechanic's or similar lien created by a Tenant in occupancy at the Closing whose Lease is in full force and effect, but the Sellers shall cause Owner (or VCR, as applicable) to use reasonable efforts to cause such Tenant to do so. For purposes of this Section 14.2, the Sellers Seller shall be deemed to have cured elected to remove or cure 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 or cure 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, taking a deduction from the Purchase Price in the amount necessary to cure the monetary liens of a fixed or ascertainable amount that may be removed any by the payment of money which Seller has not bonded and insured over, and to take title exception if subject to the Title Company other Defects noted in the Disapproval Notice that Seller elects not to remove or any other reputable title insurance company cure, or (ii) to terminate this Agreement, in which event the Earnxxx Xxxey and all interest accrued thereon shall be prepared immediately returned to issue Purchaser. If Seller elects to Owner an owner's policy of title insurance for the Property cure or remove any Defect, then Seller thereafter shall be obligated to do so as long as this Agreement is in effect. Seller shall have thirty (at standard rates 30) days to remove or with the Sellers paying cure any additional premium in connection with such exception) dated as of the Defect that it has elected to remove or cure (or deemed to have elected to remove or cure). The Closing Date insuring over such exception, or providing affirmative coverage or an endorsement with respect thereto that is reasonably satisfactory shall be extended as necessary to Purchaserpermit the parties to exercise their respective rights and obligations pursuant to this Section 3.2.

Title Defects. If on the Closing Date Title Commitment or Survey discloses with respect to the Sellers Property, exceptions to title or other matters unacceptable to Purchaser in its sole discretion (the “Unacceptable Title Matters”), Purchaser shall be unable to cause title notify Seller of any Unacceptable Title Matter related to the Property on or before the date which is twenty (20) business days after the Purchaser receives both the Title Commitment (and complete copies of the documents of record disclosed by the Title Commitment) and Survey (such twenty (20) business day period from the final delivery to be free Purchaser of the Title Commitment, copies of documents of record and clear of all exceptions Survey being hereinafter referred to title other than Permitted Encumbrancesas the “Title Review Period” for the Property, then the Sellers provided such notice shall be entitleddelivered to Seller, but if at all, no later than five (5) business days prior to the end of the Due Diligence Period), and Seller shall not have ten (10) business days from the date of such notice to have each such Unacceptable Title Matter removed (without any obligation to do so, except Seller will be obligatedobligated to remove at Closing any monetary liens encumbering the Property), or, to adjourn attempt to have the Closing for one or more periods not Title Insurer commit to exceed ninety insure over such Unacceptable Title Matter, in a manner reasonably acceptable to Purchaser (90) days in provided if the aggregate for the purpose of causing title Title Insurer fails to be placed in the condition called for by this Agreement. If on the Closing Date, as the same may be adjourned as above provided, title to the Property is not free and clear of all exceptions to title other than Permitted Encumbrancesinsure over such Unacceptable Title Matter, Purchaser may terminate this Agreement by notice Agreement, and as its sole remedy receive a refund of the Xxxxxxx Money), or to correct each such other matter, in each case to the Sellers delivered on reasonable satisfaction of Purchaser. If within the time specified, Seller fails to have each such Unacceptable Title Matter removed, insured over or prior corrected as aforesaid, Purchaser may elect to the Closing Date, as the same may have been extended, in which event either (i) terminate this Agreement shall be terminated and receive a refund of no further force the Xxxxxxx Money, or effect, and neither party shall have any obligations of any nature (ii) elect to the other hereunder or by reason hereof, except as to those obligations hereunder that are specifically stated to survive such termination, and the Deposit shall be distributed by Escrow Agent in accordance with Section 3.2.2 (and the Sellers shall join with Purchaser in executing a written instruction to Escrow Agent to do so); provided, however, that in the event that accept title to the Property is not free and clear of all exceptions to title other than Permitted Encumbrances due to a breach of the proviso clause of the next sentence, Purchaser shall have the rights set forth in Section 16.2. Neither the Sellers nor Owner shall be under any obligation to take any steps or to institute or prosecute any action or proceedings, or expend any sums of money, to remove from title subject to the Property any defect, encumbrance or objection Unacceptable Title Matter with the right to title; provided, however, that the Sellers shall be responsible for discharging (and at or prior to the Closing shall discharge) any liens, encumbrances or other title defects which do not constitute Permitted Encumbrances, which can be discharged solely by the payment of a sum of money and which arise solely on account of actions or failures to act by Owner or VCR. The Sellers may use any part of deduct from the Purchase Price a sum equal to the amount required to discharge the same, provided that the Sellers shall deliver to Purchaser at the Closing instruments in recordable form sufficient to discharge such liens and encumbrances of record. Except for the Sellers' failure to discharge such monetary liens or encumbrances as aforesaidof a definite or ascertainable amount. If Purchaser fails to make either such election, the Sellers shall not be deemed in default of this Agreement, and Purchaser shall not be entitled to damages of any kind, if the Sellers shall fail or be unable to cause title to the Property to be in the condition called for by this Agreement, nor shall Purchaser, in such circumstances, be entitled to specific performance of this Agreement (unless the same is due to a default by the Sellers under this Agreement). In no event shall the Sellers or Owner be obligated to discharge any mechanic's or similar lien created by a Tenant in occupancy at the Closing whose Lease is in full force and effect, but the Sellers shall cause Owner (or VCR, as applicable) to use reasonable efforts to cause such Tenant to do so. For purposes of this Section 14.2, the Sellers shall be deemed to have cured or removed any title exception if the Title Company or any other reputable title insurance company shall be prepared to issue to Owner an owner's policy of title insurance for the Property elected option (at standard rates or with the Sellers paying any additional premium in connection with such exceptioni) dated as of the Closing Date insuring over such exception, or providing affirmative coverage or an endorsement with respect thereto that is reasonably satisfactory to Purchaserabove.

Title Defects. If on If: (i) the Closing Date the Sellers shall be unable to cause title to the Property to be free and clear of all Title Commitment reflects any exceptions to title other than Permitted Encumbranceswhich are not acceptable to Buyer, then in Buyer’s sole discretion; (ii) the Sellers shall be entitledSurvey discloses any state of fact not acceptable to Buyer, but shall not be obligated, in Buyer’s sole discretion; or (iii) at any time prior to adjourn the Closing for one or more periods not to exceed ninety (90) days in the aggregate for the purpose of causing title to be placed in the condition called for by this Agreement. If on the Closing Date, as the same may be adjourned as above providedClosing, title to the Property is not free and clear of all exceptions encumbered by any exception to title other than Permitted Encumbrancesnot acceptable to Buyer, Purchaser may terminate this Agreement by notice in Buyer’s sole discretion (with any such exception or unacceptable state of fact being referred to the Sellers delivered herein as a “Title Defect”); then Buyer may, on or before the Satisfaction Date (or, in the case of a Title Defect not disclosed by the Title Commitment prior to the Closing Satisfaction Date, as the same may have been extendedwithin fifteen (15) days after Xxxxx receives notice of such Title Defect), in which event this Agreement shall be terminated and provide Seller with written notice of no further force or effect, and neither party such Title Defect. Seller shall have any obligations of any nature to the other hereunder or by reason hereofright, but not the obligation (except as specifically set forth below), during the thirty (30) day period after receipt of such notice, but not later than the Closing, to those obligations hereunder that are specifically stated remove such Title Defect or obtain affirmative title insurance coverage acceptable to survive Buyer, insuring and defending Buyer against any loss, cost, or expense arising out of or related to such termination, and the Deposit shall be distributed by Escrow Agent in accordance with Section 3.2.2 Title Defect (and the Sellers shall join with Purchaser in executing a written instruction to Escrow Agent “Affirmative Coverage”). If Seller elects to do so, then on or before the Closing Date (as defined below); provided, however, Seller shall provide Buyer with reasonable evidence of such removal or provide reasonable evidence that in the event such Title Defect will be removed or that title such Affirmative Coverage will be obtained. Notwithstanding anything contained herein to the Property is not free and clear of all exceptions to title other than Permitted Encumbrances due to a breach of the proviso clause of the next sentencecontrary, Purchaser shall have the rights set forth in Section 16.2. Neither the Sellers nor Owner Seller shall be under any obligation obligated to take any steps expend whatever sums are required to cure or to institute or prosecute any action or proceedingsobtain Affirmative Coverage for the following Title Defects prior to, or expend any sums of moneyat, to remove from title to the Closing: (i) All mortgages, security deeds, liens, or other security instruments encumbering the Property any defect, encumbrance (which are not the result of acts or objection omissions of Buyer); (ii) Judgments against Seller (which are not the result of acts or omissions of Buyer) which have attached to title; provided, however, that and become a lien against the Sellers shall be responsible for discharging Property; (iii) All past due ad valorem taxes and at or prior to the Closing shall discharge) any liens, encumbrances or other title defects which do not constitute Permitted Encumbrances, which can be discharged solely by the payment of a sum of money and which arise solely on account of actions or failures to act by Owner or VCR. The Sellers may use any part of the Purchase Price to discharge the same, provided that the Sellers shall deliver to Purchaser at the Closing instruments in recordable form sufficient to discharge such liens and encumbrances of record. Except for the Sellers' failure to discharge such monetary liens or encumbrances as aforesaid, the Sellers shall not be deemed in default of this Agreement, and Purchaser shall not be entitled to damages assessments of any kind, if which constitute a lien against the Sellers shall fail Property; and (iv) All past due (or be unable currently due) assessments or fees of any kind related to cause title to the Property to be in the condition called for by this Agreementany easement, nor shall Purchaserdeclaration, in such circumstancescovenants, be entitled to specific performance of this Agreement (unless the same is due to a default by the Sellers under this Agreement). In no event shall the Sellers or Owner be obligated to discharge any mechanic's or similar lien created by a Tenant in occupancy at encumbrance affecting the Closing whose Lease is in full force and effect, but the Sellers shall cause Owner (or VCR, as applicable) to use reasonable efforts to cause such Tenant to do so. For purposes of this Section 14.2, the Sellers shall be deemed to have cured or removed any title exception if the Title Company or any other reputable title insurance company shall be prepared to issue to Owner an owner's policy of title insurance for the Property (at standard rates or with the Sellers paying any additional premium in connection with such exception) dated as of the Closing Date insuring over such exception, or providing affirmative coverage or an endorsement with respect thereto that is reasonably satisfactory to PurchaserProperty.

Title Defects. If on For the Closing Date purpose of this Agreement, a "Title Defect" ------------- shall mean (1) any liens, encumbrances, encroachments, defects in or irregularities in or objections to the Sellers shall be unable to cause Partnership's title to the Properties: (A) which result in a breach of any warranty or representation made by Seller, or (B) would result in Buyer receiving less than the NRI stated in Exhibit A for any Property; or (C) would require Buyer to share costs and expenses with respect to the operation of any Property to be free in amounts greater than the WI (without a corresponding increase in the NRI) set forth in Exhibit A for such Property, and clear of all exceptions to title (2) other than Permitted Encumbrances, then the Sellers shall be entitledburdens in a category specifically listed in Section 6.2(a), but not (3) those burdens specifically excluded in Section 6.2(b). (a) Title Defects shall include the following: (i) The Partnership's title to any Property, is subject to an outstanding mortgage, deed of trust, lien or encumbrance or other adverse claim which is not a Permitted Encumbrance; (ii) Any Property (or any of the Subsidiaries or the Partnership) is affected by any suit, action or other proceeding before any court or government agency which is not listed on Schedule 4.1(g); (iii) Any Property is subject to any take-or-pay contract, gas balancing agreement, production payment or other contract or agreement under which payment in full to the owners of the Property will not be obligatedmade for any sales of their NRI share of future oil or gas production at or about the time such oil or gas is produced, and which is not listed on Schedule 1B; (iv) A default of the Partnership or the Subsidiaries exists under some provision of a lease or other Contract affecting a Property, which default will not be cured prior to adjourn or at the Closing for one Closing; (v) The rights and interests of the Partnership in a Property are subject to being reduced by virtue of the exercise by a third party of a reversionary interest, back-in interest, Preferential Right to Purchase, Consent to Assignment or more periods similar right or interest, which is not a Permitted Encumbrance; (vi) The Partnership's title to exceed any lease affecting a Property or any well covered by any lease (including any well within any pooled, unitized or communitized area, covering or including any lease) (a "Well") is not Record Title; (vii) Other than as set forth on Schedule 6.2(b), there are no obligations to engage in continuous development operations to maintain in force or to retain all rights to the lease creating the Partnership's working interest in a Well listed in Exhibit A; (viii) Other than as set forth on Schedule 6.2(b), the lease or other Contract affecting a Property has an expiration date which occurs less than ninety (90) days in the aggregate for the purpose of causing title to be placed in the condition called for by this Agreement. If on following the Closing Date; (ix) The Subsidiaries, as the same may be adjourned as above provided, title Partnership or the Operating Assets are subject to the Property is not free and clear of all exceptions to title other than Permitted Encumbrances, Purchaser may terminate this Agreement by notice to the Sellers delivered on a contract or prior to the Closing Date, as the same may have been extended, in which event this Agreement shall be terminated and of no further force or effect, and neither party shall have any obligations of any nature to the other hereunder or by reason hereof, agreement (except as to those obligations hereunder contracts containing terms that are specifically stated to survive such termination, and the Deposit shall be distributed by Escrow Agent in accordance with Section 3.2.2 (and the Sellers shall join with Purchaser in executing a written instruction to Escrow Agent to do so); provided, however, that customary in the event that title to oil and gas exploration and production industry) which materially and adversely affects the Property is not free and clear of all exceptions to title other than Permitted Encumbrances due to a breach value of the proviso clause interest affected; and (x) Any matter constituting a Seller Initiated Title Defect under the provisions of Section 9.13. (b) For each lease or other similar interest, or other Contract affecting a Property, a "Title Defect" shall also mean any fact, circumstance, or occurrence that causes any of the next sentence, Purchaser shall have the rights set forth in Section 16.2. Neither the Sellers nor Owner shall be under any obligation to take any steps or to institute or prosecute any action or proceedings, or expend any sums of money, to remove from title to the Property any defect, encumbrance or objection to title; provided, however, that the Sellers shall be responsible for discharging (and at or prior to the Closing shall discharge) any liens, encumbrances or other title defects which do not constitute Permitted Encumbrances, which can be discharged solely by the payment of a sum of money and which arise solely on account of actions or failures to act by Owner or VCR. The Sellers may use any part of the Purchase Price to discharge the same, provided that the Sellers shall deliver to Purchaser at the Closing instruments in recordable form sufficient to discharge such liens and encumbrances of record. Except for the Sellers' failure to discharge such monetary liens or encumbrances as aforesaid, the Sellers shall not be deemed in default of this Agreement, and Purchaser shall not be entitled to damages of any kind, if the Sellers shall fail or be unable to cause title to the Property following statements to be untrue in the condition called for by this Agreement, nor shall Purchaser, in such circumstances, be entitled to specific performance of this Agreement (unless the same is due to a default by the Sellers under this Agreement). In no event shall the Sellers or Owner be obligated to discharge any mechanic's or similar lien created by a Tenant in occupancy at the Closing whose Lease is in full force and effect, but the Sellers shall cause Owner (or VCR, as applicable) to use reasonable efforts to cause such Tenant to do so. For purposes of this Section 14.2, the Sellers shall be deemed to have cured or removed any title exception if the Title Company or any other reputable title insurance company shall be prepared to issue to Owner an owner's policy of title insurance for the Property (at standard rates or with the Sellers paying any additional premium in connection with such exception) dated as of the Closing Date insuring over such exception, or providing affirmative coverage or an endorsement with respect thereto that is reasonably satisfactory to Purchaser.material respect:

Title Defects. If If, on the Closing Date Date, the Sellers Title Company shall be unable unwilling to cause title to issue the Property to be free and clear Title Policy in accordance with the provisions of all exceptions to title other than Permitted Encumbrancesthis Agreement, then the Sellers Transferors shall be entitled, but shall not be obligated, to adjourn the Closing for one or more periods not to exceed ninety (90) 60 days in the aggregate (concurrent with any other adjournments taken by Transferors hereunder) for the purpose of causing title to the Mall to be placed in the condition called for by this Agreement. If on the Closing Date, as the same may be adjourned as above provided, title the Title Company shall be unwilling to issue the Property is not free and clear Title Policy in accordance with the terms of all exceptions to title other than Permitted Encumbrancesthis Agreement, Purchaser Transferees may terminate this Agreement by notice to the Sellers Transferors delivered on or prior to the Closing Date, as the same may have been extended, in which event this Agreement shall be terminated and of no further force or effect, effect and neither party shall have any obligations of any nature to the other hereunder or by reason hereof, except as to those obligations hereunder that are specifically stated to survive such termination, and the Deposit shall be distributed returned to Transferees by Escrow Agent in accordance with Section 3.2.2 (and the Sellers in such circumstances Transferors shall join with Purchaser Transferees in executing a written instruction to Escrow Agent to do so); provided, however, that pay the Deposit to Transferees in the event that title to the Property is not free and clear of all exceptions to title other than Permitted Encumbrances due to a breach of the proviso clause of the next sentence, Purchaser shall have the rights manner set forth in Section 16.23.02). Neither the Sellers nor Owner Transferors shall be under any no obligation to take any steps or to institute or prosecute any action or proceedings, or expend any sums of money, to remove from title to the Property Mall any defect, encumbrance or objection to title; provided, however, that the Sellers Transferors shall be responsible for discharging or causing the Title Company affirmatively to insure over any liens (and at including judgment liens against either Transferor or prior to the Closing shall discharge) any liensJoint Venture), encumbrances mortgages or other title defects deeds of trust which do not constitute Permitted Encumbrances, which secure liquidated amounts, which can be discharged solely by the payment of a fixed and determined sum of money and which arise solely on account of obligations undertaken or actions performed, or failures actions required to act be performed under the terms of this Agreement and not so performed, by Owner Transferors or VCR. The Sellers may use any part of the Purchase Price to discharge the same, provided that the Sellers shall deliver to Purchaser at the Closing instruments in recordable form sufficient to discharge such liens and encumbrances of recordJoint Venture. Except for the SellersTransferors' failure to discharge or cause the Title Company affirmatively to insure over such monetary liens or encumbrances as aforesaid, the Sellers Transferors shall not be deemed in default of this Agreement, and Purchaser Transferees shall not be entitled to damages of any kind, if the Sellers Transferors shall fail or be unable to cause satisfy the conditions set forth herein pertaining to the state of title to the Property to be in the condition called for by this AgreementMall, nor shall Purchaser, Transferees in such circumstances, circumstances be entitled to specific performance of this Agreement (unless Agreement; provided, however, that the same foregoing provisions of this sentence shall not apply in respect of any exception to title which is due to created as a default by result of the Sellers intentional act or omission of Transferors or the Joint Venture between the date hereof and the Closing Date and is not permitted under this Agreement)the terms of Article XI. In no event shall the Sellers or Owner Transferors be obligated to discharge any mechanic's or similar lien created by a Tenant in occupancy at or an Adjoining Owner to the Closing whose Lease is in full force and effectextent the same shall constitute a Permitted Encumbrance, but Transferors shall, prior to the Sellers shall cause Owner (or VCRClosing, as applicable) to use commercially reasonable efforts to cause such Tenant or Adjoining Owner to do so. For purposes of this Section 14.2, the Sellers shall be deemed to have cured or removed any title exception if the Title Company or any other reputable title insurance company shall be prepared to issue to Owner an owner's policy of title insurance for the Property (at standard rates or with the Sellers paying any additional premium in connection with such exception) dated as of the Closing Date insuring over such exception, or providing affirmative coverage or an endorsement with respect thereto that is reasonably satisfactory to Purchaser.

Title Defects. If on the Closing Date the Sellers An Asset shall be unable deemed to cause have a “Title Defect” if Seller is found to have less than Defensible Title and it is reasonably estimated to (a) require an expenditure in excess of $25,000 to remedy or (b) reduce the value of such Asset by an amount in excess of $25,000. For purposes of this Agreement, the term “Defensible Title” shall mean (a) with respect to any Tract identified on Exhibit C – Part 1, such title of Seller that, subject to and except for the Permitted Encumbrances: (i) entitles Seller to receive not less than the percentage set forth in Exhibit C – Part 1 as the net revenue interest for any well drilled or which could be drilled on such Tract of all Hydrocarbons produced, saved and marketed from such well, all without reduction of such interest throughout the duration of the productive life of such well, except (A) as specifically set forth in Exhibit C – Part 1, (B) decreases in connection with those operations in which Seller may from and after the date of this Agreement be a non-consenting co-owner, (C) decreases resulting from the establishment or amendment of pools or units from and after the date of this Agreement, and (D) decreases required to allow other working interest owners to make up past underproduction or pipelines to make up past under deliveries; (ii) obligates Seller to bear the percentage of the costs and expenses relating to the Property maintenance, development and operation of any well drilled or which could be drilled on such Tract not greater than the working interest for such Tract shown in Exhibit C - Part 1, without increase throughout the duration of the productive life of such well, except (A) as specifically set forth in Exhibit C – Part 1, (B) increases resulting from contribution requirements with respect to be defaulting co-owners under applicable operating agreements, and (C) increases to the extent that they are accompanied by a proportionate increase in Seller’s corresponding net revenue interest set forth in Exhibit C – Part 1; and (iii) is free and clear of all exceptions liens, encumbrances and defects (c) with respect to all other Assets, such title other than Permitted Encumbrances, then the Sellers shall be entitled, but shall not be obligated, to adjourn the Closing for one or more periods not to exceed ninety (90) days in the aggregate for the purpose of causing title to be placed in the condition called for by this Agreement. If on the Closing Date, as the same may be adjourned as above provided, title to the Property that is not good and defensible and is free and clear of all exceptions to title other than liens, with the exception of Permitted Encumbrances. Notwithstanding the foregoing, Purchaser may terminate this Agreement (a) the loss of or reduction of interest in any Tract following the Effective Time due to any election or decision made by notice to the Sellers delivered on or prior to the Closing Date, Seller in accordance with applicable joint operating agreements as the same may have been extended, in which event permitted under this Agreement shall be terminated and of no further force or effect, and neither party shall have any obligations of any nature to the other hereunder or by reason hereof, except as to those obligations hereunder that are specifically stated to survive such termination, and the Deposit shall be distributed by Escrow Agent in accordance with Section 3.2.2 (and the Sellers shall join with Purchaser in executing a written instruction to Escrow Agent to do so); provided, however, that in the event that title to the Property is not free and clear of all exceptions to title other than Permitted Encumbrances due to a breach of the proviso clause of the next sentence, Purchaser shall have the rights set forth in Section 16.2. Neither the Sellers nor Owner shall be under any obligation to take any steps or to institute or prosecute any action or proceedings, or expend any sums of money, to remove from title to the Property any defect, encumbrance or objection to title; provided, however, that the Sellers shall be responsible for discharging (and at or prior to the Closing shall discharge) any liens, encumbrances or other title defects which do not constitute Permitted Encumbrances, which can be discharged solely by the payment of a sum of money Title Defect and which arise solely on account of actions or failures to act by Owner or VCR. The Sellers may use any part of the Purchase Price to discharge the same, provided that the Sellers shall deliver to Purchaser at the Closing instruments in recordable form sufficient to discharge such liens and encumbrances of record. Except for the Sellers' failure to discharge such monetary liens or encumbrances as aforesaid, the Sellers (b) Lease Expirations shall not be deemed in default of this Agreement, and Purchaser shall not treated as a Title Defect hereunder but will instead be entitled exclusively addressed pursuant to damages of any kind, if the Sellers shall fail or be unable to cause title to the Property to be in the condition called for by this Agreement, nor shall Purchaser, in such circumstances, be entitled to specific performance of this Agreement (unless the same is due to a default by the Sellers under this Agreement). In no event shall the Sellers or Owner be obligated to discharge any mechanic's or similar lien created by a Tenant in occupancy at the Closing whose Lease is in full force and effect, but the Sellers shall cause Owner (or VCR, as applicable) to use reasonable efforts to cause such Tenant to do so. For purposes of this Section 14.2, the Sellers shall be deemed to have cured or removed any title exception if the Title Company or any other reputable title insurance company shall be prepared to issue to Owner an owner's policy of title insurance for the Property (at standard rates or with the Sellers paying any additional premium in connection with such exception) dated as of the Closing Date insuring over such exception, or providing affirmative coverage or an endorsement with respect thereto that is reasonably satisfactory to Purchaser4.13.

Title Defects. If on the Closing Date the Sellers The term “Title Defect,” as used herein, subject to Permitted Encumbrances, shall be unable limited to cause a defect in Seller’s title to the Property Assets which results or could reasonably be expected to result in (a) a net revenue interest for an Asset less than the net revenue interest shown for that Asset in Exhibit “C,” or (b) a working interest for an Asset greater than the working interest shown for that Asset in Exhibit “C” without a corresponding increase in the net revenue interest or (c) the existence of a lien, agreement or other encumbrance. In the event either party notifies the other that Seller owns a greater net revenue interest than that shown on Exhibit “C,” then the Purchase Price shall be free increased based upon the amount allocated to the affected Asset on Exhibit “C”. Provided, however, Buyer may not assert a Title Defect for an Asset unless Buyer has allocated value on Exhibit “C” (an allocation of value to a well or lease shall include that portion of the other Assets that are necessary for the operation of such well or lease and clear the production of hydrocarbons from such well or lease), and unless Buyer reasonably believes that the effect of such Title Defect on the value of the Asset or on Seller’s stated net revenue interest and/or working interest for such Asset would result in a reduction to Buyer’s allocated amount of the Purchase Price for such Asset, as shown on Exhibit “C,” equal to at least Fifteen Thousand and No/100 Dollars ($15,000.00) (“Material Title Defect”). In addition, if the total value of all exceptions Material Title Defects, in the aggregate, does not meet or exceed One-Percent (1%) of the Purchase Price as defined in Section 1.3, then there shall be no adjustment to title the Purchase Price or any other than Permitted Encumbrancesremedy from or obligation of Seller that shall be available to Buyer. Provided further, in the event the amount attributable to Material Title Defects, in the aggregate, satisfies the threshold percentage set forth above and a reduction to the Purchase Price is warranted, then the Sellers Purchase Price shall only be reduced to the extent the amount attributable to Material Title Defects, in the aggregate, exceeds the percentage of the Purchase Price specified above, and all amounts attributable to Material Title Defects, in the aggregate, that are below such threshold percentage shall be entitledborne solely by Buyer, but and there shall not be obligated, no adjustment to adjourn the Closing Purchase Price therefor. In determining whether a Title Defect exists as to any Asset for one or more periods not to exceed ninety (90) days in the aggregate for the purpose purposes of causing title to be placed in the condition called for by this Agreement. If on , the Closing Date, as the same may be adjourned as above provided, title Parties shall give due consideration to the Property is not free length of time the affected property has been producing hydrocarbon substances and clear of all exceptions to title other than Permitted Encumbranceswhether any omissions, Purchaser may terminate this Agreement by notice to the Sellers delivered on or prior to the Closing Date, as the same may have been extended, in which event this Agreement shall be terminated and of no further force or effect, and neither party shall have any obligations of any nature to the other hereunder or by reason hereof, except as to those obligations hereunder that are specifically stated to survive such termination, and the Deposit shall be distributed by Escrow Agent in accordance with Section 3.2.2 (and the Sellers shall join with Purchaser in executing a written instruction to Escrow Agent to do so); provided, however, that in the event that title to the Property is not free and clear of all exceptions to title other than Permitted Encumbrances due to a breach of the proviso clause of the next sentence, Purchaser shall have the rights set forth in Section 16.2. Neither the Sellers nor Owner shall be under any obligation to take any steps or to institute or prosecute any action or proceedings, or expend any sums of money, to remove from title to the Property any defect, encumbrance or objection to title; provided, however, that the Sellers shall be responsible for discharging (and at or prior to the Closing shall discharge) any liensencroachments, encumbrances or other claimed defects are customarily acceptable to prudent operators and interest owners. Such usual and customary defects include, without limitation, defects that have been cured by possession under applicable statutes of limitations, defects in the early chain of title defects which do not constitute such as failure to recite marital status in documents, omissions of heirship or succession proceedings, lack of survey or failure to record releases of lien, production payments or mortgages that have expired by their own terms. Notwithstanding the foregoing provisions of this 3.2, none of the following (collectively “Permitted Encumbrances”) shall constitute a Material Title Defect: (i) Royalties, which can be discharged solely by overriding royalties, production payments, reversionary interests, convertible interests, net profits interests, and similar burdens encumbering the payment Assets to the extent the net cumulative effect of a sum such burdens do not, as of money and which arise solely on account of actions Closing or failures to act by Owner or VCR. The Sellers may use any part time thereafter during the term of the Purchase Price applicable Asset, operate to discharge reduce the samenet revenue interests of such Asset to less than the net revenue interests for such Asset set forth in Exhibit “C”. (ii) All rights to consent by, provided that the Sellers shall deliver to Purchaser at the Closing instruments in recordable form sufficient to discharge such liens and encumbrances of record. Except for the Sellers' failure to discharge such monetary liens required notices to, filings with, or encumbrances as aforesaid, the Sellers shall not be deemed in default of this Agreement, and Purchaser shall not be entitled to damages of any kind, if the Sellers shall fail or be unable to cause title to the Property to be in the condition called for other actions by this Agreement, nor shall Purchaser, in such circumstances, be entitled to specific performance of this Agreement (unless the same is due to a default by the Sellers under this Agreement). In no event shall the Sellers or Owner be obligated to discharge any mechanic's or similar lien created by a Tenant in occupancy at the Closing whose Lease is in full force and effect, but the Sellers shall cause Owner (or VCR, as applicable) to use reasonable efforts to cause such Tenant to do so. For purposes of this Section 14.2, the Sellers shall be deemed to have cured or removed any title exception if the Title Company or any other reputable title insurance company shall be prepared to issue to Owner an owner's policy of title insurance for the Property (at standard rates or with the Sellers paying any additional premium governmental authorities in connection with such exception) dated as the sale or conveyance of the Closing Date insuring Assets; (iii) Rights reserved to or vested in any governmental entity having appropriate jurisdiction to control or regulate the Assets in any manner whatsoever, and all laws of any such governmental entity; (iv) Easements, rights-of-way, servitudes, surface leases, subsurface leases, pipelines, and structures on, over such exceptionand through the Assets; (v) All of the terms and conditions of the Material Agreements to the extent they do not result or could not reasonably be expected to result in (a) a net revenue interest for an Asset less than the net revenue interest shown for that Asset in Exhibit “C,” or (b) a working interest for an Asset greater than the working interest shown for that Asset in Exhibit “C” without a corresponding increase in the net revenue interest; (vi) Taxes or assessments not yet due or not yet delinquent or, if delinquent, that are being contested by Seller in good faith in the normal course of business; and (vii) Liens of operators relating to obligations not yet due or providing affirmative coverage or an endorsement with respect thereto that is reasonably satisfactory to Purchasernot yet delinquent.

Title Defects. 4.3.1. If on the Closing Date Title Insurer is not prepared to issue the Sellers Owner's Policy at Closing, consistent with the provisions of this Agreement, and if Seller shall elect (or shall be unable required under Subsection 4.3.2 below) to cause title attempt to the Property to be free and clear of all exceptions remove any defect in or objection to title other than Permitted Encumbrancesor to fulfill any condition, then the Sellers shall Seller will be entitled, but shall not be obligated, upon written notice delivered to adjourn the Closing for one or more periods not to exceed ninety Purchaser at least two (902) business days in the aggregate for the purpose of causing title to be placed in the condition called for by this Agreement. If on the Closing Date, as the same may be adjourned as above provided, title to the Property is not free and clear of all exceptions to title other than Permitted Encumbrances, Purchaser may terminate this Agreement by notice to the Sellers delivered on or prior to the Closing Date, to adjourn the Closing Date one or more times, for a period not to exceed sixty (60) days in the aggregate, to enable Seller to take such action as may be required to cause the same Title Insurer to issue the Owner's Policy in accordance with the provisions of this Agreement. If Seller does not so elect to adjourn the Closing, or if at the adjourned date(s) the Title Insurer is not prepared to issue the Owner's Policy in accordance with the provisions of this Agreement, either party may terminate this Agreement, by written notice to the other party hereto, and the parties shall direct Escrowee to return the Xxxxxxx Money Deposit to Purchaser and neither party will have been extendedany obligations under this Agreement except for those provisions which specifically survive the termination hereof. (a) If Seller elects to adjourn the Closing as provided above, in which event this Agreement shall be terminated and remain in effect for the period or periods of no further force or effect, and neither party shall have any obligations of any nature to the other hereunder or by reason hereof, except as to those obligations hereunder that are specifically stated to survive such termination, and the Deposit shall be distributed by Escrow Agent adjournment in accordance with Section 3.2.2 (and the Sellers its terms. In no event, however, shall join with Seller be required to take or bring any action or proceeding or any other steps to remove any defect in or objection to title or to fulfill any condition or to expend any moneys therefor, nor shall Purchaser have any right of action against Seller therefor, at law or in executing a written instruction to Escrow Agent to do so)equity, for damages or specific performance; provided, however, that if an examination of title indicates the existence of one or more (i) liens or encumbrances or (ii) mechanics' liens created as a result of work performed at the Property on behalf of Tenant prior to the Closing Date which as to (i) and (ii), are in liquidated amounts and can be removed or discharged by payment of a sum of money ("INVOLUNTARY MONETARY AND MECHANICS' LIENS") which is not in excess of Two Hundred Fifty Thousand Dollars ($250,000.00) (the "CURE AMOUNT") in the event that title aggregate, and if such removal or discharge can reasonably be expected to be accomplished prior to the Closing Date initially provided for in Section 1.1. hereof or within a period of sixty (60) days thereafter or such longer period of time as Purchaser may approve, Seller agrees to take such action as is reasonably required in order to remove or discharge such lien or encumbrance and, if required, to adjourn the Closing Date for the period required for such purpose. Seller will be deemed to have satisfied the foregoing requirement with respect to any Involuntary Monetary and Mechanics' Liens, provided that on the Closing Date the Title Insurer will issue or bind itself to issue the Title Commitment without additional premium (unless Seller shall pay such premium) which will (i) insure Purchaser against collection of such Involuntary Monetary and Mechanics' Liens or enforcement thereof against the Property is not free and clear of all exceptions (ii) agree to issue a title other than Permitted Encumbrances due commitment to a breach any subsequent mortgagee or purchaser of the proviso clause Property from Purchaser, which commitment will insure such mortgagee or purchaser against collection of such Involuntary Monetary and Mechanics' Liens out of the next sentenceProperty or enforcement thereof against the Property without any additional premium. (b) In addition, Purchaser shall have the rights set forth in Section 16.2. Neither the Sellers nor Owner shall be under any obligation to take any steps or to institute or prosecute any action or proceedingsSeller will, or expend any sums of money, to remove from title without limitation as to the Property any defectamount thereof and at its sole cost and expense, encumbrance or objection cause to title; provided, however, that the Sellers shall be responsible for discharging (and removed at or prior to the Closing shall discharge(i) any liensall mortgages, encumbrances assignments of leases and rents, financing statements and deeds of trust whether created prior to or after the date hereof, (ii) judgments or tax liens (other title defects than real estate tax liens which do not constitute Permitted Encumbrances, which can be discharged solely by are addressed in Section 6.4. 1.) against the payment of a sum of money and which arise solely on account of actions or failures to act by Owner or VCR. The Sellers may use any part of the Purchase Price to discharge the same, provided that the Sellers shall deliver to Purchaser at the Closing instruments in recordable form sufficient to discharge such liens and encumbrances of record. Except for the Sellers' Property resulting from Seller's failure to discharge such monetary pay any obligation of Seller or (iii) voluntary liens or encumbrances as aforesaid, the Sellers shall not be deemed in default of this Agreement, and Purchaser shall not be entitled to damages of any kind, if the Sellers shall fail or be unable to cause title to the Property to be in the condition called (including mechanics' liens filed against landlord for by this Agreement, nor shall Purchaser, in such circumstances, be entitled to specific performance of this Agreement (unless the same is due to a default by the Sellers under this Agreement). In no event shall the Sellers or Owner be obligated to discharge any mechanic's or similar lien created by a Tenant in occupancy at the Closing whose Lease is in full force and effect, but the Sellers shall cause Owner (or VCR, as applicable) to use reasonable efforts to cause such Tenant to do so. For purposes of this Section 14.2, the Sellers shall be deemed to have cured or removed any title exception if the Title Company or any other reputable title insurance company shall be prepared to issue to Owner an owner's policy of title insurance for the Property (at standard rates or with the Sellers paying any additional premium in connection with such exception) dated as of the Closing Date insuring over such exception, or providing affirmative coverage or an endorsement with respect thereto that is reasonably satisfactory to Purchaser.work

Title Defects. If (a) Buyer hereby confirms receipt of: (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. On or prior to the expiration of the Due Diligence Period, Buyer shall have the right to object in writing to any title matters that appear on the Closing Date Title Commitment, the Sellers Survey, and any updates thereto (whether or not such matters constitute Permitted Exceptions). After the expiration of the Due Diligence Period, Buyer shall be unable have the right to cause object in writing to any title matters which are not Permitted Exceptions if (i) such matters first appear on any update to the Property to be free Title Commitment or Survey issued after the expiration of the Due Diligence Period, and clear of all exceptions to title other than Permitted Encumbrances(ii) such objection is made by Buyer within five (5) Business Days after such updated Title Commitment or Survey is received by Buyer (but, then the Sellers shall be entitledin any event, but shall not be obligated, to adjourn the Closing for one or more periods not to exceed ninety (90) days in the aggregate for the purpose of causing title to be placed in the condition called for by this Agreement. If on the Closing Date, as the same may be adjourned as above provided, title to the Property is not free and clear of all exceptions to title other than Permitted Encumbrances, Purchaser may terminate this Agreement by notice to the Sellers delivered on or prior to the Scheduled Closing Date). Unless Buyer is entitled to and timely objects to such title matters, all such title matters shall be deemed to constitute additional Permitted Exceptions. (b) 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 on or prior to the Closing, Buyer may at Closing elect to either (i) exercise Buyer's rights under Section 9.2, or (ii) accept such exceptions to title and the Closing shall occur as herein provided without any reduction of or credit against the same Purchase Price. (c) With respect to any title objections that are not Required Removal Exceptions, Seller may elect to Remove any such exceptions to title and Seller may notify Buyer in writing within five (5) Business Days after receipt of Buyer's notice of Buyer's title objections (but, in any event, on or prior to the Scheduled Closing Date) whether Seller elects to Remove the same. Failure of Seller to respond in writing within such period shall be deemed an election by Seller not to Remove Buyer's title objections. If Seller elects or is deemed to have been extendedelected not to Remove one or more of Buyer's title objections, then, within five (5) Business Days after Seller's election or deemed election (but, in any event, on or prior to the Scheduled Closing Date), Buyer may elect in writing to either (i) terminate this Agreement, in which event this Agreement shall be terminated and of no further force or effect, and neither party shall have any obligations of any nature to the other hereunder or by reason hereof, except as to those obligations hereunder that are specifically stated to survive such termination, and the Deposit shall be distributed by Escrow Agent in accordance with Section 3.2.2 (and paid to Buyer and, thereafter, the Sellers shall join with Purchaser in executing a written instruction to Escrow Agent to do so); provided, however, that in the event that title to the Property is not free and clear of all exceptions to title other than Permitted Encumbrances due to a breach of the proviso clause of the next sentence, Purchaser parties shall have no further rights or obligations hereunder except for obligations which expressly survive the rights set forth in Section 16.2. Neither the Sellers nor Owner shall be under any obligation to take any steps or to institute or prosecute any action or proceedings, or expend any sums of money, to remove from title to the Property any defect, encumbrance or objection to title; provided, however, that the Sellers shall be responsible for discharging (and at or prior to the Closing shall discharge) any liens, encumbrances or other title defects which do not constitute Permitted Encumbrances, which can be discharged solely by the payment of a sum of money and which arise solely on account of actions or failures to act by Owner or VCR. The Sellers may use any part of the Purchase Price to discharge the same, provided that the Sellers shall deliver to Purchaser at the Closing instruments in recordable form sufficient to discharge such liens and encumbrances of record. Except for the Sellers' failure to discharge such monetary liens or encumbrances as aforesaid, the Sellers shall not be deemed in default termination of this Agreement, or (ii) waive such title objections and Purchaser proceed to Closing without any reduction of or credit against the Purchase Price. Failure of Buyer to respond in writing within such period shall not 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. (d) Seller shall be entitled to damages one or more extensions of the Scheduled Closing Date (not to exceed thirty (30) days in the aggregate) for the purpose of the Removal of any kind, if exceptions to title. Seller shall have the Sellers shall fail or be unable right to cause replace the Title Company with another nationally recognized title insurance company reasonably satisfactory to the Property to be in the condition called for by this Agreement, nor shall Purchaser, in such circumstances, be entitled to specific performance of this Agreement (unless the same is due to a default by the Sellers under this Agreement). In no event shall the Sellers or Owner be obligated to discharge any mechanic's or similar lien created by a Tenant in occupancy at the Closing whose Lease is in full force and effect, but the Sellers shall cause Owner (or VCR, as applicable) to use reasonable efforts to cause such Tenant to do so. For purposes of this Section 14.2, the Sellers shall be deemed to have cured or removed any title exception Buyer if the Title Company fails or refuses to Remove any other reputable exceptions to title insurance company shall be prepared that Seller elects or is required to issue to Owner an owner's policy of title insurance for the Property (at standard rates or with the Sellers paying any additional premium in connection with such exception) dated as of the Closing Date insuring over such exception, or providing affirmative coverage or an endorsement with respect thereto that is reasonably satisfactory to PurchaserRemove.