Common use of Title Exceptions Clause in Contracts

Title Exceptions. 5.3.1. At any time prior to the expiration of thirty (30) days following Buyer’s receipt of the Preliminary Title Report and Underlying Documents, Buyer shall notify Seller and Escrow Holder in writing of any title exceptions identified in the Preliminary Title Report which Buyer disapproves. Any exceptions shown on the Preliminary Title Report which are not disapproved in writing on or before the expiration of the Due Diligence Period shall be deemed approved by Buyer and shall constitute “Permitted Exceptions” hereunder. Buyer and Seller hereby agree that all non-delinquent property taxes and assessments shall be deemed Permitted Exceptions. 5.3.2. If Buyer disapproves any exceptions reflected in the Preliminary Title Report (“Disapproved Exceptions”), Seller shall have a period of ten (10) business days, commencing at the time of such disapproval, within which to remove, cure, obtain endorsements against, or otherwise provide assurances satisfactory to Buyer and the Title Company with respect to any such exception to title. Seller’s failure to timely respond to Buyer’s notice of Disapproved Exceptions shall be deemed Seller’s election not to eliminate the Disapproved Exceptions. All monetary liens shall be deemed Disapproved Exceptions and Seller shall be obligated to eliminate them before or at the Closing Date. 5.3.3. If a cure satisfactory to Buyer of such Disapproved Exceptions is not effected within said ten (10) business day period, Buyer shall elect, in writing delivered to Seller and Escrow Holder, within ten (10) days thereafter, to either (i) waive its disapproval of such exceptions, in which case such exceptions shall then be deemed to be Permitted Exceptions, (ii) terminate this Agreement, or (iii) agree, in writing, with Buyer to extend Buyer’s time to cure. 5.3.4. In the event Buyer elects to terminate this Agreement in accordance with clause 5.3.3(ii) above, the Deposit, plus all interest accrued thereon while in Escrow, shall be immediately refunded to Buyer, less any amounts due to Escrow Holder from Buyer pursuant to Section 4.4.1 of this Agreement. Escrow Holder shall immediately return all other documents, instruments and moneys to the Party that deposited the same. 5.3.5. In the event that Escrow Holder or Seller agrees that it shall remove, cure, or endorse against any Disapproved Exception, such removal, cure, or endorsement shall be a condition precedent to the Close of Escrow.

Title Exceptions. 5.3.1. At any time prior to Buyer acknowledges that Seller has delivered a Title Report from the expiration of thirty (30) days following Buyer’s receipt Title Insurer for each of the Preliminary Title Report and Underlying Documents, Properties together with a survey of each of the Properties to Buyer. Buyer shall notify Seller and Escrow Holder in writing of any title exceptions identified in have until the Preliminary Title Report which Buyer disapproves. Any exceptions shown on the Preliminary Title Report which are not disapproved in writing on or before the expiration last day of the Due Diligence Period shall be deemed approved to object to any exception to title appearing in the Title Report or survey which materially impairs marketability of title by Buyer delivering written notice to the Seller (for each Property an "Objection" and shall constitute “Permitted Exceptions” hereunder. Buyer and Seller hereby agree that all non-delinquent property taxes and assessments shall be deemed Permitted Exceptions. 5.3.2collectively "Objections"). If Buyer disapproves any fails to object as prescribed in this section then the Buyer acknowledges and agrees that such exception shall be a Permitted Exception and Buyer shall be obligated to proceed with the Closing and take title to the Properties subject to such exceptions reflected in to title without a reduction of the Preliminary Title Report Purchase Price. (“Disapproved Exceptions”)a) Upon receipt of such Objection, Seller shall have a period of ten (10) business daysthe right, commencing at but not the time of obligation, to seek to eliminate, cure or correct such disapproval, within which to remove, cure, obtain endorsements against, or otherwise provide assurances satisfactory to Buyer and the Title Company with respect to any such exception exceptions to title. If such exceptions to title in Seller’s failure to timely respond to Buyer’s notice of Disapproved Exceptions shall 's sole and exclusive judgment can be deemed Seller’s election cured or corrected and if Seller notifies Buyer not to eliminate the Disapproved Exceptions. All monetary liens shall be deemed Disapproved Exceptions and Seller shall be obligated to eliminate them before or at the Closing Date. 5.3.3. If a cure satisfactory to Buyer of such Disapproved Exceptions is not effected within said ten later than 5:00 p.m. (10New York time) business day period, Buyer shall elect, in writing delivered to Seller and Escrow Holder, within ten (10) days thereafterafter receipt of all Objections to the Property(ies) to seek to cure or correct same, then (x) Seller shall have the right to eitheradjourn the Closing for such Property(ies) for such period, not to exceed ninety (90) days as shall, in Seller's discretion reasonably exercised, be required in order to cure such exceptions to title and Buyer shall be obligated to purchase on the Closing Date all Properties not objected to as provided above and the Purchase Price shall be reduced by the consideration attributable to the affected Property(ies) as shown on Schedule 1; (y) Seller shall give Buyer written notice upon the correction of an Objection for each Property and Buyer shall purchase such Property, according to the terms hereof, on a mutually agreeable closing date within ten (10) days of such notice; and (z) if such exceptions to title can only be satisfied by the payment of money, Seller shall be entitled to apply a portion of the Purchase Price payable on such Closing Date for such Property(ies) in order to cure or correct same. If Seller, having elected to attempt to cure such exceptions to title, fails so to do within such ninety (90) day period, Buyer shall have no further obligation to purchase and Seller shall have no further obligation to sell the Properties subject to such uncured exceptions to title unless Buyer forthwith elects to purchase such Properties subject to the unrectified matters with no reduction in the Purchase Price. If Seller fails to notify Buyer of its election to seek to cure such exceptions to title, Seller shall be deemed to have elected NOT to seek to cure same. (ib) waive If Seller elects not to cure all the Objections to title on any Property encumbered by same, Buyer may, at its disapproval election, (x) proceed with the Closing and take title to all of the Properties subject to such exceptionsexceptions to title without a reduction of the Purchase Price, or (y) terminate this Agreement by written notice to Seller, in which case such exceptions the Deposit shall then be deemed returned to be Permitted Exceptions, (ii) terminate Buyer and thereafter neither party shall have any obligation to the other under this Agreement, or provided, however, that Buyer shall provide such written notice of termination to Seller no later than the close of business ten (iii10) agreedays after receipt of Seller's notice electing not to cure title exceptions (the "Title Notice Day"). If Buyer fails to provide such notice by 5:00 p.m. (New York time) on the Title Notice Day, in writingBuyer shall be obligated to purchase all the Properties as provided herein, with subject to the Permitted Exceptions as well as the title exceptions that Seller elected not to cure. To be effective, each notice delivered by Buyer to extend Buyer’s time Seller hereunder must be sent by facsimile transmission to cure. 5.3.4. In the event Buyer elects to terminate this Agreement FAX numbers set forth in Section 17 with an original hard copy thereof sent in accordance with clause 5.3.3(ii) above, the Deposit, plus all interest accrued thereon while requirements of Section 17. Any dispute as to whether or not a notice regarding removal of a Property from the Agreement has been given in Escrow, a timely manner shall be immediately refunded to Buyer, less any amounts due to Escrow Holder from Buyer pursuant to Section 4.4.1 of this Agreement. Escrow Holder shall immediately return all other documents, instruments and moneys resolved by reference to the Party that deposited date and time stamped on the first page of the facsimile copy of such notice by the facsimile unit receiving same. 5.3.5. In the event that Escrow Holder or Seller agrees that it shall remove, cure, or endorse against any Disapproved Exception, such removal, cure, or endorsement shall be a condition precedent to the Close of Escrow.

Title Exceptions. 5.3.1. At (i) Within ten (10) Business Days after the date upon which Purchaser has received any time prior to draft Title Commitment or Survey (the expiration of thirty (30) days following Buyer“Initial Objection Date”), Purchaser’s receipt of the Preliminary Title Report and Underlying Documents, Buyer counsel shall notify Seller and Escrow Holder Sellers’ counsel in writing of any title exceptions identified in matters (subject to the Preliminary Title Report which Buyer disapproves. Any exceptions last sentence of this Section 8.8(e)(i)) shown on such draft Title Commitment or Survey that (A) materially impair the Preliminary Title Report which use or value of any Owned Real Property (other than any pipeline pump stations), as applicable, and (B) are not disapproved in writing on or before the expiration of the Due Diligence Period shall be deemed approved by Buyer and shall constitute Permitted Encumbrances (collectively referred to as “Permitted Exceptions” hereunder. Buyer and Seller hereby agree that all non-delinquent property taxes and assessments shall be deemed Permitted Exceptions. 5.3.2. If Buyer disapproves any exceptions reflected in the Preliminary Material Title Report (“Disapproved Exceptions”). With respect to any matter affecting title first appearing in any draft update to any Title Commitment in respect of such Owned Real Property, Seller shall have a period of which draft update is first received by Purchaser’s counsel ten (10) business daysBusiness Days prior to or on or after the Initial Objection Date, commencing at Purchaser’s counsel shall notify the time Sellers’ counsel of such disapproval, within which to remove, cure, obtain endorsements against, or otherwise provide assurances satisfactory to Buyer and the Title Company with respect to any such exception to title. Seller’s failure to timely respond to Buyer’s notice of Disapproved matter that Purchaser believes constitutes Material Title Exceptions shall be deemed Seller’s election not to eliminate the Disapproved Exceptions. All monetary liens shall be deemed Disapproved Exceptions and Seller shall be obligated to eliminate them before or at the Closing Date. 5.3.3. If a cure satisfactory to Buyer of such Disapproved Exceptions is not effected within said ten (10) business day period, Buyer shall elect, in writing delivered to Seller and Escrow Holder, within ten (10) days thereafter, to either (i) waive its disapproval after receipt of such exceptionsupdate (such date and the Initial Objection Date are sometimes referred to herein as the “Objection Date”). If Purchaser fails to give an objection notice pursuant to this Section 8.8(e) with respect to any matter shown in any draft Title Commitment or Survey (or any draft update thereto) with respect to such Owned Real Property on or before the applicable Objection Date, in which case Purchaser shall be deemed to have irrevocably waived its right to object to such exceptions matter as a Material Title Exception. Without limiting the generality of the foregoing, the Parties agree that (1) the items set forth on Schedule 8.8(e)(i), (2) any Environmental 43 Liability and (3) any regulatory or Permit matter necessary for the ownership or use of any Owned Real Property shall then not be deemed to be Permitted Material Title Exceptions, . (ii) terminate this AgreementNo later than five (5) Business Days prior to the Closing Date, Sellers shall be deemed to have removed, satisfied or cured a Material Title Exception if, in Sellers’ sole and absolute discretion, Sellers either: (A) took such actions as are commercially reasonable to remove, satisfy or cure (of record or otherwise, as appropriate) such Material Title Exception; or (iiiB) agreecaused any applicable title company to remove such Material Title Exception as an exception to title in any new or updated Title Commitment or policy to be issued at or around the Closing (including by providing affirmative insurance). Notwithstanding anything contained herein to the contrary, Sellers shall not be required and are not obligated to bring any Legal Proceedings, convey or acquire any interest in writingreal property, incur any expense or liability with Buyer respect to extend Buyer’s time the removal or cure of Material Title Exceptions or take any other action of any kind or nature to cure. 5.3.4. In render title to any of the event Buyer elects Owned Real Properties free and clear of any title or survey exceptions, objections or encumbrances, and Purchaser shall have no right of specific performance or other relief against Sellers to terminate this Agreement in accordance with clause 5.3.3(ii) abovecause any Material Title Exceptions to be satisfied or cured; provided however, the Deposit, plus all interest accrued thereon while in Escrow, Sellers shall be immediately refunded obligated to Buyer, less any amounts due to Escrow Holder from Buyer pursuant to Section 4.4.1 cure mortgages and monetary liens in respect of this Agreement. Escrow Holder shall immediately return all other documents, instruments and moneys to the Party that deposited the sameOwned Real Properties. 5.3.5. In the event that Escrow Holder or Seller agrees that it shall remove, cure, or endorse against any Disapproved Exception, such removal, cure, or endorsement shall be a condition precedent to the Close of Escrow.

Title Exceptions. 5.3.1. At any time prior to the expiration of thirty (30) days following Buyer’s receipt of the Preliminary Title Report and Underlying Documents, Buyer shall notify Seller and Escrow Holder in writing of any title exceptions identified in the Preliminary Title Report which Buyer disapproves. Any exceptions shown on the Preliminary Title Report which are not disapproved in writing on On or before the expiration of the Due Diligence Period Period, Purchaser shall notify Seller in writing (“Title Objection Notice”) of any title exceptions identified in the preliminary title reports for the Properties (“Preliminary Title Reports”) that Purchaser disapproves in its sole and absolute discretion (“Title Objections”). Any exception shown on the Preliminary Title Reports that is not listed as a Title Objection in the Purchaser’s Title Objection Notice will be deemed approved by Buyer Purchaser and shall constitute a “Permitted ExceptionsException” hereunder. Buyer Purchaser and Seller hereby agree that all non-delinquent property taxes and assessments as of the Closing shall be deemed a Permitted Exceptions. 5.3.2Exception. If Buyer disapproves any Purchaser fails to timely provide a Title Objection Notice, such failure shall be deemed an election by Purchaser to approve all title exceptions reflected identified in the Preliminary Title Report (“Disapproved as Permitted Exceptions”), . Seller shall have a period of ten five (105) business days, commencing at days following its receipt of the time of such disapproval, Title Objection Notice within which to notify Purchaser in writing (“Title Objection Response”) of its agreement to remove, curealter, obtain endorsements against, modify or otherwise provide assurances satisfactory mitigate to Buyer and the satisfaction of Purchaser any Title Company with respect to any such exception to titleObjection. Seller’s failure to timely respond to Buyer’s notice of Disapproved Exceptions shall provide a Title Objection Response will be deemed Seller’s an election by Seller not to eliminate cure the Disapproved ExceptionsTitle Objections prior to the Closing. All monetary liens shall be deemed Disapproved Exceptions and In the event that Seller shall be obligated to eliminate them before or at the Closing Date. 5.3.3. If a cure satisfactory to Buyer of such Disapproved Exceptions is not effected within said ten (10) business day periodwilling to remove, Buyer alter, modify or otherwise mitigate to the satisfaction of Purchaser any Title Objection, Purchaser shall elect, in writing delivered prior to Seller and Escrow Holder, within ten (10) days thereafterthe expiration of the Due Diligence Period, to either either (i) waive its disapproval of such exceptionsexception, in which case such exceptions exception shall then be deemed to be a Permitted ExceptionsException, or (ii) terminate this Agreement, or (iii) agree, in writing, with Buyer its obligation to extend Buyerpurchase the Assigned Interests and Direct Sale Properties. Purchaser’s time failure to cure. 5.3.4give such notice shall be deemed an election to waive its disapproval of such exception and to accept such disapproved exception as a Permitted Exception. In the event Buyer Purchaser elects to terminate this Agreement its obligation to purchase the Assigned Interests and Direct Sale Properties in accordance with clause 5.3.3(ii) abovethis Section, the Deposit, plus all interest accrued thereon while in Escrow, Deposit shall be immediately refunded by Escrow Agent to BuyerPurchaser without the need for any additional instructions from the parties, less and Purchaser’s obligation to purchase, and Seller’s obligation to sell, the Assigned Interests and Direct Sale Properties shall terminate, and neither Party shall have any amounts due further obligation to Escrow Holder from Buyer pursuant to Section 4.4.1 of the other except as otherwise provided in this Agreement. Escrow Holder shall immediately return all other documents, instruments and moneys to the Party that deposited the same. 5.3.5. In the event that Escrow Holder or Seller agrees that it shall remove, cure, or endorse against any Disapproved Exception, such removal, cure, or endorsement shall be a condition precedent to the Close of Escrow.

Title Exceptions. 5.3.1(a) Acquiror has secured and may continue to secure, at Acquiror's expense, during the Confirmation Period any additional title report or survey updates desired by Acquiror. At Any title exceptions or issues disclosed by title or survey updates, disclosed by Contributor to Acquiror or otherwise identified by Acquiror, and which are not within the definition of Permitted Exceptions, shall be referred to as "Additional Exceptions." Acquiror, in any time event, shall endeavor in good faith to cause the Title Company to delete or insure over any Additional Exceptions prior to Acquiror's expression of such matters in an Additional Exception Notice (as hereinafter defined). (b) Acquiror shall have the right to deliver a notice to Contributor identifying any Additional Exceptions ("Additional Exception Notice") (i) on or prior to the expiration of thirty the Confirmation Period, and (30ii) days following Buyer’s receipt of on or prior to the Preliminary Closing Date solely with respect to matters that (A) are set forth in an update to the Title Report and Underlying Documents, Buyer shall notify Seller and Escrow Holder in writing of any title exceptions identified in the Preliminary Title Report which Buyer disapproves. Any exceptions shown on the Preliminary Title Report which are not disapproved in writing on or before first received by Acquiror after the expiration of the Due Diligence Confirmation Period which materially and adversely affect the Property or Acquiror's rights in the Property, or (B) arise as a result of an act or omission of Contributor, its partners, employees or agents and materially and adversely affect the Property or Acquiror's rights in the Property. Acquiror's failure to deliver any such notice in timely fashion shall be deemed approved an approval of the applicable Additional Exceptions disclosed to Acquiror in the Title Report or any title or survey updates, or disclosed to Acquiror by Buyer and Contributor in writing or otherwise discovered by Acquiror during the Confirmation Period. Except as set forth above, Acquiror shall constitute “Permitted Exceptions” hereunder. Buyer and Seller hereby agree that all non-delinquent property taxes and assessments shall be deemed Permitted Exceptions. 5.3.2have no right to deliver an Additional Exception Notice following the close of the Confirmation Period. If Buyer disapproves any exceptions reflected in the Preliminary Title Report (“Disapproved Exceptions”), Seller shall have a period of ten (10) business days, commencing at the time of Acquiror delivers an Additional Exception Notice within such disapproval, within which to remove, cure, obtain endorsements against, or otherwise provide assurances satisfactory to Buyer and the Title Company with respect to any such exception to title. Seller’s failure to timely respond to Buyer’s notice of Disapproved Exceptions shall be deemed Seller’s election not to eliminate the Disapproved Exceptions. All monetary liens shall be deemed Disapproved Exceptions and Seller shall be obligated to eliminate them before or at the Closing Date. 5.3.3. If a cure satisfactory to Buyer of such Disapproved Exceptions is not effected within said ten (10) business day period, Buyer Acquiror and Contributor shall electpromptly attempt to agree upon the method or cost to cure or remove such Additional Exception or, in writing delivered if not susceptible to Seller and Escrow Holder, within ten (10) days thereafter, to either (i) waive its disapproval of cure or removal such exceptions, in which case such exceptions Additional Exception shall then be deemed to be Permitted Exceptions, (ii) terminate this Agreement, or (iii) agree, in writing, with Buyer to extend Buyer’s time to cure. 5.3.4. In the event Buyer elects to terminate this Agreement an Adverse Matter and shall be resolved in accordance with clause 5.3.3(ii) abovethe procedures set forth in SECTION 3.2. Notwithstanding the foregoing, Acquiror shall not have the Deposit, plus all interest accrued thereon while in Escrow, shall be immediately refunded right to Buyer, less object to any amounts due Additional Exception if the Title Company is willing to Escrow Holder from Buyer pursuant to Section 4.4.1 of this Agreement. Escrow Holder shall immediately return all other documents, instruments and moneys to the Party that deposited the same. 5.3.5. In the event that Escrow Holder or Seller agrees that it shall remove, cure, affirmatively insure or endorse against any Disapproved Exception, over such removal, cure, or endorsement shall be a condition precedent to the Close of EscrowAdditional Exception at Contributor's expense.

Title Exceptions. 5.3.1(i) Any title matters disclosed in the Title Commitments (or any update thereto) that materially impair the current use, operation or value of a Property and are not Permitted Liens or Permitted Encumbrances are referred to collectively herein as “Material Title Exceptions”; provided, that without limiting the generality of the foregoing, the items set forth on Section 3.04(c) of the Parent Disclosure Schedule shall not be deemed to be Material Title Exceptions. At Except as expressly provided in this Agreement, the existence of any Material Title Exception shall not give rise to any right of Acquiror to exclude any assets required to be purchased hereunder or to terminate this Agreement. (ii) Within ten (10) Business Days following the receipt by Acquiror of the Title Commitments but in any event no later than thirty (30) days after the date hereof, Acquiror shall notify Parent in writing as to which Material Title Exceptions, if any, disclosed in a Title Commitment are not acceptable to Acquiror (the “Acquiror’s Title Notice”). (A) If any Material Title Exception(s) identified in the Acquiror’s Title Notices collectively would reasonably be expected to have an effect on the value of the Transferred Equity Interests that relate to the applicable Property, as reasonably determined by Parent in good faith and notified to Acquiror in writing following Parent’s receipt of the Acquiror’s Title Notice (the “Title Exception Adjustment Amount”) that, individually or in the aggregate with all other Title Exception Adjustment Amounts, exceeds two percent (2%) of the Base Purchase Price, Parent may, but shall not be required to, use such measures as Parent may deem appropriate to seek to satisfy or eliminate any such Material Title Exceptions at Parent’s sole cost and expense, and Acquiror shall reasonably cooperate with Parent in connection therewith. If Parent does not cause any Material Title Exception identified in the Acquiror’s Title Notice to be eliminated as an exception to, or insured through an endorsement to, the title policy issued with respect to the applicable Property at or prior to the Closing (an “Uninsured Exception”), then the Purchase Price shall be reduced by the corresponding Title Exception Adjustment Amount for such Uninsured Exception, but solely to the extent that the Title Exception Adjustment Amounts corresponding to all Uninsured Exceptions, in the aggregate, exceed two percent (2%) of the Base Purchase Price (the amount of such excess, the “Excess Title Exception Amount”). In addition, Parent may at any time determine to exclude from the Transferred Assets any Property affected by a Material Title Exception identified in Acquiror’s Title Notice, in which event such Property shall be deemed to be an Excluded Property and the Purchase Price shall be adjusted with regard to such Property as provided in Section 2.06(c), and not, for the avoidance of doubt, as provided in Section 2.06(c)(iii). (B) If, as of the date that is two (2) Business Days prior to the expected Closing Date, the aggregate Title Exception Adjustment Amounts with respect to Material Title Exception(s) identified in the Acquiror’s Title Notice exceeds ten percent (10%) of the Base Purchase Price (for the avoidance of doubt, excluding any Material Title Exception that has been satisfied or eliminated and any Material Title Exceptions with respect to Excluded Properties), Parent shall notify Acquiror of the same and Acquiror may elect, at any time prior to the expiration of thirty (30) days following Buyer’s receipt of the Preliminary Title Report and Underlying DocumentsClosing, Buyer shall notify Seller and Escrow Holder in writing of any title exceptions identified in the Preliminary Title Report which Buyer disapproves. Any exceptions shown on the Preliminary Title Report which are not disapproved in writing on or before the expiration of the Due Diligence Period shall be deemed approved by Buyer and shall constitute “Permitted Exceptions” hereunder. Buyer and Seller hereby agree that all non-delinquent property taxes and assessments shall be deemed Permitted Exceptions. 5.3.2. If Buyer disapproves any exceptions reflected in the Preliminary Title Report (“Disapproved Exceptions”), Seller shall have a period of ten (10) business days, commencing at the time of such disapproval, within which to remove, cure, obtain endorsements against, or otherwise provide assurances satisfactory to Buyer and the Title Company with respect to any such exception to title. Seller’s failure to timely respond to Buyer’s notice of Disapproved Exceptions shall be deemed Seller’s election not to eliminate the Disapproved Exceptions. All monetary liens shall be deemed Disapproved Exceptions and Seller shall be obligated to eliminate them before or at the Closing Date. 5.3.3. If a cure satisfactory to Buyer of such Disapproved Exceptions is not effected within said ten (10) business day period, Buyer shall elect, in writing delivered to Seller and Escrow Holder, within ten (10) days thereafter, to either (i) waive its disapproval of such exceptions, in which case such exceptions shall then be deemed to be Permitted Exceptions, (ii) terminate this Agreement, or (iii) agree, in writing, with Buyer to extend Buyer’s time to cure. 5.3.4. In the event Buyer elects to terminate this Agreement in accordance with clause 5.3.3(ii) aboveby delivering notice to Parent of such election, the Deposit, plus all interest accrued thereon while in Escrow, whereupon this Agreement shall be immediately refunded to Buyer, less any amounts due to Escrow Holder from Buyer pursuant to Section 4.4.1 terminated (and the other provisions of ARTICLE IX of this Agreement. Escrow Holder Agreement shall immediately return all other documents, instruments and moneys govern). (C) Notwithstanding anything to the Party that deposited the same. 5.3.5. In the event that Escrow Holder or Seller agrees that it contrary contained herein, (1) Parent shall remove, curehave no obligation to incur, or endorse against to cause to be incurred, any Disapproved Exception, such removal, cure, expense or endorsement shall be a condition precedent liability to satisfy or eliminate any Material Title Exception or other item or matter affecting title to the Close Properties, whether or not revealed by a Title Commitment, and (2) no failure by Parent or any Affiliate to satisfy or eliminate (or to cause any Third-Party GP or other third party to satisfy or eliminate) any Material Title Exception or other item or matter affecting title to the Properties shall constitute a breach of Escrowor default under this Agreement, nor shall any such failure give rise to a liability of Parent hereunder or entitle Acquiror to any recourse to equitable relief or other remedy against Parent and its Affiliates.

Title Exceptions. 5.3.1. At any time prior to the expiration of the thirty (30) days following Buyer’s receipt of the Preliminary Title Report and Underlying Documents, Buyer shall notify Seller and Escrow Holder in writing of any title exceptions identified in the Preliminary Title Report which Buyer disapproves. Any exceptions shown on the Preliminary Title Report which are not disapproved in writing on or before the expiration of the Due Diligence Period shall be deemed approved by Buyer and shall constitute “Permitted Exceptions” hereunder. Buyer and Seller hereby agree agrees that all non-delinquent property taxes and assessments shall be deemed Permitted Exceptions. 5.3.2. If Buyer disapproves any exceptions reflected in the Preliminary Title Report (“Disapproved Exceptions”), Seller shall have a period of ten (10) business days, commencing at the time of such disapproval, within which to remove, cure, obtain endorsements against, or otherwise provide assurances satisfactory to Buyer and the Title Company with respect to any such exception to title. Seller’s failure to timely respond to Buyer’s notice of Disapproved Exceptions shall be deemed Seller’s election not to eliminate the Disapproved Exceptions. All monetary liens shall be deemed Disapproved Exceptions and Seller shall be obligated to eliminate them before or at the Closing Date. 5.3.3. If a cure satisfactory to Buyer of such Disapproved Exceptions is not effected within said ten (10) business 10)-business day period, Buyer shall elect, in writing delivered to Seller and Escrow Holder, within ten (10) days thereafter, to either either (i) waive its disapproval of such exceptions, in which case such exceptions shall then be deemed to be Permitted Exceptions, (ii) terminate this Agreement, or (iii) agree, in writing, with Buyer to extend Buyer’s time to cure. 5.3.4. In the event Buyer elects to terminate this Agreement in accordance with clause 5.3.3(ii) above, the Deposit, plus all interest accrued thereon while in Escrow, shall be immediately refunded to Buyer, less any amounts due to Escrow Holder from Buyer pursuant to Section 4.4.1 4.5.1 of this Agreement. Escrow Holder shall immediately return all other documents, instruments and moneys to the Party that deposited the same. 5.3.5. In the event that Escrow Holder or Seller agrees that it shall remove, cure, or endorse against any Disapproved Exception, such removal, cure, or endorsement shall be a condition precedent to the Close of Escrow.

Title Exceptions. 5.3.1(a) Acquiror has secured and may continue to secure, at Acquiror's expense, during the Confirmation Period any additional title report or survey updates desired by Acquiror. At Any title exceptions or issues disclosed by title or survey updates, disclosed by Meridian to Acquiror or otherwise identified by Acquiror, and which are not within the definition of Permitted Exceptions, shall be referred to as "Additional Exceptions." Acquiror, in any time event, shall endeavor in good faith to cause the Title Company to delete or insure over any Additional Exceptions prior to Acquiror's expression of such matters in an Additional Exception Notice (as hereinafter defined). (b) Acquiror shall have the right to deliver a notice to Meridian identifying any Additional Exceptions ("Additional Exception Notice") (i) on or prior to the expiration of thirty the Confirmation Period, and (30ii) days following Buyer’s receipt of on or prior to the Preliminary Closing Date solely with respect to matters that (A) are set forth in an update to the Title Report and Underlying Documents, Buyer shall notify Seller and Escrow Holder in writing of any title exceptions identified in the Preliminary Title Report which Buyer disapproves. Any exceptions shown on the Preliminary Title Report which are not disapproved in writing on or before first received by Acquiror after the expiration of the Due Diligence Confirmation Period which materially and adversely affect the Property or Acquiror's rights in the Property, or (B) arise as a result of an act or omission of Meridian or any of its members, employees or agents and materially and adversely affect the Property or Acquiror's rights in the Property. Acquiror's failure to deliver any such notice in timely fashion shall be deemed approved an approval of the applicable Additional Exceptions disclosed to Acquiror in the Title Report or any title or survey updates, or disclosed to Acquiror by Buyer and Meridian in writing or otherwise discovered by Acquiror during the Confirmation Period. Except as set forth above, Acquiror shall constitute “Permitted Exceptions” hereunder. Buyer and Seller hereby agree that all non-delinquent property taxes and assessments shall be deemed Permitted Exceptions. 5.3.2have no right to deliver an Additional Exception Notice following the close of the Confirmation Period. If Buyer disapproves any exceptions reflected in the Preliminary Title Report (“Disapproved Exceptions”), Seller shall have a period of ten (10) business days, commencing at the time of Acquiror delivers an Additional Exception Notice within such disapproval, within which to remove, cure, obtain endorsements against, or otherwise provide assurances satisfactory to Buyer and the Title Company with respect to any such exception to title. Seller’s failure to timely respond to Buyer’s notice of Disapproved Exceptions shall be deemed Seller’s election not to eliminate the Disapproved Exceptions. All monetary liens shall be deemed Disapproved Exceptions and Seller shall be obligated to eliminate them before or at the Closing Date. 5.3.3. If a cure satisfactory to Buyer of such Disapproved Exceptions is not effected within said ten (10) business day period, Buyer Acquiror and Meridian shall electpromptly attempt to agree upon the method or cost to cure or remove such Additional Exception or, in writing delivered if not susceptible to Seller and Escrow Holder, within ten (10) days thereafter, to either (i) waive its disapproval of cure or removal such exceptions, in which case such exceptions Additional Exception shall then be deemed to be Permitted Exceptions, (ii) terminate this Agreement, or (iii) agree, in writing, with Buyer to extend Buyer’s time to cure. 5.3.4. In the event Buyer elects to terminate this Agreement an Adverse Matter and shall be resolved in accordance with clause 5.3.3(ii) abovethe procedures set forth in SECTION 3.2. Notwithstanding the foregoing, Acquiror shall not have the Deposit, plus all interest accrued thereon while in Escrow, shall be immediately refunded right to Buyer, less object to any amounts due Additional Exception if the Title Company is willing to Escrow Holder from Buyer pursuant to Section 4.4.1 of this Agreement. Escrow Holder shall immediately return all other documents, instruments and moneys to the Party that deposited the same. 5.3.5. In the event that Escrow Holder or Seller agrees that it shall remove, cure, affirmatively insure or endorse against any Disapproved Exception, over such removal, cure, or endorsement shall be a condition precedent to the Close of EscrowAdditional Exception at Meridian's expense.

Title Exceptions. 5.3.1. At any time prior to the expiration of thirty (30a) days following Buyer’s receipt of the Preliminary Title Report and Underlying Documents, Buyer shall notify Seller and Escrow Holder in writing of any title exceptions identified in the Preliminary Title Report which acknowledges that Buyer disapproves. Any exceptions shown on the Preliminary Title Report which are not disapproved in writing on or before the expiration of will review during the Due Diligence Period shall be deemed approved Period: Sellers' existing title insurance policies; the Title Reports issued by Buyer and shall constitute “Permitted Exceptions” hereunder. Buyer and Seller hereby agree that all non-delinquent property taxes and assessments shall be deemed Permitted Exceptions. 5.3.2. If Buyer disapproves any exceptions reflected in the Preliminary Title Report (“Disapproved Exceptions”), Seller shall have a period of ten (10) business days, commencing at the time of such disapproval, within which to remove, cure, obtain endorsements against, or otherwise provide assurances satisfactory to Buyer and the Title Company with respect to each of the Properties; documents and information pertaining to the exceptions to title listed in the Title Reports; and ALTA/ATSM surveys with respect to each of the Properties. Buyer may secure during the Due Diligence Period any such exception additional title report or survey updates desired by Buyer. Any title exceptions or issues disclosed by title or survey updates, disclosed by Sellers to title. Seller’s failure to timely respond to Buyer’s notice Buyer or otherwise identified by Buyer which are not within the definition of Disapproved Permitted Exceptions shall be deemed Seller’s election not referred to eliminate as "Additional Exceptions." Sellers, moreover, shall exercise reasonable efforts to cause Title Company to honor Title Company's undertaking to issue to Buyer title insurance policies substantially in the Disapproved Exceptionsform of Sellers' existing policies with modification to reflect intervening title matters, provided that Sellers make no representation or covenant as to the enforceability or performance of such Title Company undertaking. (b) Buyer shall have the right to deliver a written notice to Sellers identifying any Additional Exceptions on or prior to the Due Diligence Completion Date and with respect to any Additional Exceptions of which Buyer first becomes aware after the Due Diligence Completion Date, within five (5) days after becoming aware of the same. All monetary liens Buyer's failure to deliver any such notice in timely fashion shall be deemed Disapproved an approval of any Additional Exceptions and Seller shall be obligated to eliminate them before or at the Closing Date. 5.3.3. If a cure satisfactory disclosed to Buyer of such Disapproved Exceptions is not effected within said ten (10) business day periodin any title or survey updates, disclosed to Buyer shall elect, by Sellers in writing delivered or otherwise discovered by Buyer during the Due Diligence Period with respect to Seller any Additional Exceptions of which it is aware on or prior to the Due Diligence Completion Date, and Escrow Holderwith respect to any Additional Exceptions of which Buyer first becomes aware after the Due Diligence Completion Date, within ten five (105) days thereafter, to either (i) waive its disapproval after becoming aware of such exceptions, in which case such exceptions shall then be deemed to be Permitted Exceptions, (ii) terminate this Agreement, or (iii) agree, in writing, with Buyer to extend Buyer’s time to cure. 5.3.4. In the event Buyer elects to terminate this Agreement in accordance with clause 5.3.3(ii) above, the Deposit, plus all interest accrued thereon while in Escrow, shall be immediately refunded to Buyer, less any amounts due to Escrow Holder from Buyer pursuant to Section 4.4.1 of this Agreement. Escrow Holder shall immediately return all other documents, instruments and moneys to the Party that deposited the same. 5.3.5. In the event that Escrow Holder or Seller agrees that it shall remove, cure, or endorse against any Disapproved Exception, such removal, cure, or endorsement shall be a condition precedent to the Close of Escrow.

Title Exceptions. 5.3.1. At any time prior to Buyer acknowledges that Seller has delivered a Title Report from the expiration of thirty (30) days following Buyer’s receipt Title Insurer for each of the Preliminary Title Report and Underlying Documents, Properties together with a survey of each of the Properties to Buyer. Buyer shall notify Seller and Escrow Holder in writing of any title exceptions identified in have until the Preliminary Title Report which Buyer disapproves. Any exceptions shown on the Preliminary Title Report which are not disapproved in writing on or before the expiration last day of the Due Diligence Period shall be deemed approved to object to any exception to title appearing in the Title Report or survey which materially impairs marketability of title by Buyer delivering written notice to the Seller (for each Property an "Objection" and shall constitute “Permitted Exceptions” hereunder. Buyer and Seller hereby agree that all non-delinquent property taxes and assessments shall be deemed Permitted Exceptions. 5.3.2collectively "Objections"). If Buyer disapproves any fails to object as prescribed in this section then the Buyer acknowledges and agrees that such exception shall be a Permitted Exception and Buyer shall be obligated to proceed with the Closing and take title to the Properties, subject to such exceptions reflected in to title without a reduction of the Preliminary Title Report Purchase Price. (“Disapproved Exceptions”)a) Upon receipt of such Objection, Seller shall have a period of ten (10) business daysthe right, commencing at but not the time of obligation, to seek to eliminate, cure or correct such disapproval, within which to remove, cure, obtain endorsements against, or otherwise provide assurances satisfactory to Buyer and the Title Company with respect to any such exception exceptions to title. If such exceptions to title in Seller’s failure to timely respond to Buyer’s notice of Disapproved Exceptions shall 's sole and exclusive judgment can be deemed Seller’s election cured or corrected and if Seller notifies Buyer not to eliminate the Disapproved Exceptions. All monetary liens shall be deemed Disapproved Exceptions and Seller shall be obligated to eliminate them before or at the Closing Date. 5.3.3. If a cure satisfactory to Buyer of such Disapproved Exceptions is not effected within said ten later than 5:00 p.m. (10New York time) business day period, Buyer shall elect, in writing delivered to Seller and Escrow Holder, within ten (10) days thereafterafter receipt of all Objections to the Property(ies) to seek to cure or correct same, then (x) Seller shall have the right to eitheradjourn the Closing for such Property(ies) for such period, not to exceed ninety (90) days as shall, in Seller's discretion reasonably exercised, be required in order to cure such exceptions to title and Buyer shall be obligated to purchase on the Closing Date all Properties not objected to as provided above and the Purchase Price shall be reduced by the consideration attributable to the affected Property(ies) as shown on Schedule 1; (y) Seller shall give Buyer written notice upon the correction of an Objection for each Property and Buyer shall purchase such Property, according to the terms hereof, on a mutually agreeable closing date within ten (10) days of such notice; and (z) if such exceptions to title can only be satisfied by the payment of money, Seller shall be entitled to apply a portion of the Purchase Price payable on such Closing Date for such Property(ies) in order to cure or correct same. If Seller, having elected to attempt to cure such exceptions to title, fails so to do within such ninety (90) day period, Buyer shall have no further obligation to purchase and Seller shall have no further obligation to sell the Properties subject to such uncured exceptions to title unless Buyer forthwith elects to purchase such Properties subject to the unrectified matters with no reduction in the Purchase Price. If Seller fails to notify Buyer of its election to seek to cure such exceptions to title, Seller shall be deemed to have elected NOT to seek to cure same. (ib) waive If Seller elects not to cure all Objections to title on any Property encumbered by same, Buyer may, at its disapproval election, (x) proceed with the Closing and take title to all of the Properties subject to such exceptionsexceptions to title without a reduction of the Purchase Price, or (y) terminate this Agreement by written notice to Seller, in which case such exceptions the Deposit shall then be deemed returned to be Permitted Exceptions, (ii) terminate Buyer and thereafter neither party shall have any obligation to the other under this Agreement, or provided, however, that Buyer shall provide such written notice of termination to Seller no later than the close of business ten (iii10) agreedays after receipt of Seller's notice electing not to cure title exceptions (the "Title Notice Day"). If Buyer fails to provide such notice by 5:00 p.m. (New York time) on the Title Notice Day, in writingBuyer shall be obligated to purchase all the Properties as provided herein, with subject to the Permitted Exceptions as well as the title exceptions that Seller elected not to cure. To be effective, each notice delivered by Buyer to extend Buyer’s time Seller hereunder must be sent by facsimile transmission to cure. 5.3.4. In the event Buyer elects to terminate this Agreement FAX numbers set forth in Section 17 with an original hard copy thereof sent in accordance with clause 5.3.3(ii) above, the Deposit, plus all interest accrued thereon while requirements of Section 17. Any dispute as to whether or not a notice regarding removal of a Property from the Agreement has been given in Escrow, a timely manner shall be immediately refunded to Buyer, less any amounts due to Escrow Holder from Buyer pursuant to Section 4.4.1 of this Agreement. Escrow Holder shall immediately return all other documents, instruments and moneys resolved by reference to the Party that deposited date and time stamped on the first page of the facsimile copy of such notice by the facsimile unit receiving same. 5.3.5. In the event that Escrow Holder or Seller agrees that it shall remove, cure, or endorse against any Disapproved Exception, such removal, cure, or endorsement shall be a condition precedent to the Close of Escrow.