Common use of Title Insurance and Survey Clause in Contracts

Title Insurance and Survey. (a) Buyer shall notify Sellers in writing (the “Title Objection Notice”) by 5:00 p.m. (Central time) on the date that is four (4) Business Days prior to the date of expiration of the Due Diligence Period (the “Title Review Period”) as to which matters, if any, within the Title Commitments and which survey matters (including matters disclosed in any Survey or any update thereto) are not acceptable to Buyer (individually, a “Disapproved Title Matter”). Any matter within the Title Commitments, the Surveys, and any matter that would be disclosed by a current, accurate survey of any Real Property that Buyer fails to so disapprove in a Title Objection Notice delivered to Sellers prior to the Title Review Period shall be conclusively deemed to have been approved by Buyer. If Buyer timely delivers a Title Objection Notice indicating a Disapproved Title Matter, then Sellers shall have two (2) Business Days after receipt of such Title Objection Notice to elect to notify Buyer in writing (a “Title Response Notice”) that Sellers either (a) will remove such Disapproved Title Matter from title to the Real Property on or before the Closing, or (b) will not cause such Disapproved Title Matter to be removed from title to the Real Property. If Sellers fail to deliver a Title Response Notice as to a particular Disapproved Title Matter within such two (2) Business Days period, then Sellers shall be deemed to have made the election in clause (b) above as to such Disapproved Title Matter. The procurement by any Seller, at its option, of a written commitment from the Title Company to issue the Title Policy or an endorsement thereto reasonably satisfactory to Buyer as of the Closing (at such Seller’s sole cost and expense) and insuring Buyer against any Disapproved Title Matter (or any “Additional Title Matter” as defined below) shall be deemed a removal thereof from title to the Real Property. If Sellers make (or are deemed to have made) the election in clause (b) above as to any Disapproved Title Matter, then Buyer shall have two (2) Business Days from the earlier of (i) the date it receives the Title Response Notice making such election, or (ii) the date that Sellers are deemed to have made such election as to such Disapproved Title Matter (but not later than the expiration of the Due Diligence Period), within which to notify Sellers in writing that Buyer elects to either (x) nevertheless accept the condition of title to the Real Property subject to such Disapproved Title Matter, or (y) terminate this Agreement. If Buyer makes the election set forth in clause (y) above, then this Agreement shall immediately terminate, Buyer shall be entitled to a return of the Exxxxxx Money, and Sellers and Buyer shall have no further rights or obligations hereunder, except for the provisions hereof that expressly survive termination of this Agreement. If Buyer fails to notify Sellers in writing of its election within said two (2) Business Days period, then Buyer shall be deemed to have made the election set forth in clause (x) above.

Title Insurance and Survey. (a) Buyer shall notify Sellers Seller in writing (the “Title Objection Notice”) by no later than 5:00 p.m. (Central timeTime) on the date that is four (4) Business Days prior to the date of expiration of the Due Diligence Period November 25, 2014 (the “Title Review PeriodNotice Deadline”) as to which matters, if any, within the Title Commitments Commitment, the Survey and which survey matters (including matters disclosed in any Updated Survey or any update thereto) are not acceptable to Buyer (individually, a “Disapproved Title Matter”). Any matter within the Title CommitmentsCommitment, the SurveysSurvey, any Updated Survey, and any matter that would be disclosed by a current, accurate survey of any Real the Property that Buyer fails to so disapprove in a Title Objection Notice delivered to Sellers prior to the Title Review Period Notice Deadline shall be conclusively deemed to have been approved by Buyer. If Buyer timely delivers a Title Objection Notice indicating a Disapproved Title Matter, then Sellers Seller shall have two one (21) Business Days Day after receipt of such Title Objection Notice to elect to notify Buyer in writing (a “Title Response Notice”) that Sellers Seller either (a) will in good faith attempt to remove such Disapproved Title Matter from title to the Real Property on or before the Closing, or (b) will elects not to cause such Disapproved Title Matter to be removed from title to the Real Property. If Sellers fail Seller fails to deliver a Title Response Notice as to a particular Disapproved Title Matter within such two one (21) Business Days Day period, then Sellers Seller shall be deemed to have made the election in clause (b) above as to such Disapproved Title Matter. The procurement by any Seller, at its option, of a written commitment from the Title Company to issue the Title Policy or an endorsement thereto reasonably satisfactory to Buyer as of the Closing (at such Seller’s sole cost and expense) and insuring Buyer against any Disapproved Title Matter (or any “Additional Title Matter” as defined below) shall be deemed a removal thereof from title to the Real Property. If Sellers make Seller makes (or are is deemed to have made) the election in clause (b) above as to any Disapproved Title Matter, then Buyer shall have two (2) Business Days from the earlier of (i) the date it receives the Title Response Notice making such election, or (ii) the date that Sellers are Seller is deemed to have made such election as to such Disapproved Title Matter (but in any case not later than the expiration of the Due Diligence Period5:00 p.m. (Central Time) on December 1, 2014), within which to notify Sellers Seller in writing that Buyer elects to either (x) nevertheless accept proceed with the condition of purchase and take title to the Real Property subject to such Disapproved Title Matter, or (y) terminate this Agreement. If Buyer makes the election set forth in clause (y) above, then this Agreement shall immediately terminate, Buyer shall be entitled to a return of the Exxxxxx Xxxxxxx Money, and Sellers Seller and Buyer shall have no further rights or obligations hereunder, except for the provisions hereof that expressly survive termination of this Agreement. If Buyer fails to notify Sellers Seller in writing of its election within said two (2) Business Days period, then Buyer shall be deemed to have made the election set forth in clause (x) above.

Title Insurance and Survey. (a) Buyer shall notify Sellers have ordered within five days after the date hereof and subsequently obtained, in writing preparation for Closing (the “cost and expense thereof to be shared equally by Buyer and Seller), a commitment for an ALTA Owner's or Leasehold Policy of Title Objection Notice”) Insurance, as the case may be, Form B-1970, for the Real Property located in Illinois, and, if not regularly available in New Jersey and Ohio, the current ALTA form available in those jurisdictions, for each parcel of Owned Real Property and each parcel of Leased Real Property (the "Title Commitments"), issued by 5:00 p.m. Chicago Title Insurance Company (Central time) on the date that is four (4) Business Days prior to "Title ----------------- ----- Insurer"). Buyer shall have obtained at the date time of expiration delivery of the Due Diligence Period Title ------- Commitments copies of all documents of record referred to therein. At the Closing, Seller shall have caused the Title Insurer to issue (the “Title Review Period”cost and expense to be shared equally by Buyer and Seller) as to the title insurance policies (which matters, if any, within may be in the form of a xxxx-up of the Title Commitments and which survey matters (including matters disclosed Commitments) in any Survey or any update thereto) are not acceptable to Buyer (individually, a “Disapproved Title Matter”). Any matter within accordance with the Title Commitments, insuring Buyer's fee simple or leasehold interest (as the Surveys, and any matter that would be disclosed by a current, accurate survey case may be) in each such parcel of any Real Property that Buyer fails to so disapprove in a Title Objection Notice delivered to Sellers prior to the Title Review Period shall be conclusively deemed to have been approved by Buyer. If Buyer timely delivers a Title Objection Notice indicating a Disapproved Title Matter, then Sellers shall have two (2) Business Days after receipt of such Title Objection Notice to elect to notify Buyer in writing (a “Title Response Notice”) that Sellers either (a) will remove such Disapproved Title Matter from title to the Real Property on or before the Closing, or (b) will not cause such Disapproved Title Matter to be removed from title to the Real Property. If Sellers fail to deliver a Title Response Notice as to a particular Disapproved Title Matter within such two (2) Business Days period, then Sellers shall be deemed to have made the election in clause (b) above as to such Disapproved Title Matter. The procurement by any Seller, at its option, of a written commitment from the Title Company to issue the Title Policy or an endorsement thereto reasonably satisfactory to Buyer as of the Closing Date (at including all recorded easements benefitting such Seller’s sole cost and expense) and insuring Buyer against any Disapproved Title Matter (or any “Additional Title Matter” parcel insured as defined below) shall be deemed a removal thereof separate parcel), with gap coverage from title Seller through the date of recording, subject only to the Permitted Encumbrances, in such amount as set forth on the Purchase Price Allocation Schedule (collectively, the "Title Policies"). Each Title -------------- Policy for the Owned Real Property. If Sellers make Property (and to the extent available with respect to Leased Real Property provided that Buyer (without any obligation of Seller to obtain same) is able to obtain same) shall: (a) contain an "extended coverage endorsement" insuring over the general exceptions contained customarily in such policies (provided that if required utility letters or surveys are deemed not returned by the Closing Date, the "extended coverage endorsement" shall include all matters except those matters to have made) the election in clause be disclosed by such utility letters or surveys); (b) above as to any Disapproved contain an ALTA Zoning Endorsement 3.1, with parking (or equivalent); (c) contain an endorsement insuring that the parcel described in such Title Matter, then Buyer shall have two (2) Business Days from Policy is the earlier of (i) parcel shown on the date it receives the Title Response Notice making such election, or (ii) the date that Sellers are deemed to have made such election as survey delivered with respect to such Disapproved Title Matter parcel and a survey accuracy endorsement; (but not later d) contain an endorsement insuring that at least one street adjacent to such parcel is a public street and that there is direct and unencumbered pedestrian and vehicular access to such street from such parcel; (e) if the real estate covered by such policy consists of more than the expiration one record parcel, contain a "contiguity" endorsement insuring that all of the Due Diligence Period), within which record parcels are contiguous to notify Sellers in writing that Buyer elects to either one another; and (xf) nevertheless accept the condition of title to the Real Property subject to such Disapproved Title Matter, or (y) terminate this Agreement. If Buyer makes the election set forth in clause (y) above, then this Agreement shall immediately terminate, Buyer shall be entitled to contain a return of the Exxxxxx Money, and Sellers and Buyer shall have no further rights or obligations hereunder, except for the provisions hereof that expressly survive termination of this Agreement. If Buyer fails to notify Sellers in writing of its election within said two (2) Business Days period, then Buyer shall be deemed to have made the election set forth in clause (x) abovetax number endorsement.

Title Insurance and Survey. Sellers shall convey good and marketable title at the closing to the Premises described on Exhibit 1.01(a) such title to be insurable by a Chicago Title Insurance Company, Attorneys' Title Insurance Company, or another recognized title insurance company licensed to do business in the State of Florida, at its usual insurance premium rates without exception other than the usual printed form exceptions and the Permitted Exceptions, as hereinafter defined. The matters described on Exhibit 4.01 and additional matters which are expressly described as permitted title exceptions elsewhere in this Agreement shall be the "Permitted Exceptions." As soon as practicable after the execution of this Agreement, but not less than thirty (a30) Buyer shall notify Sellers in writing (the “Title Objection Notice”) by 5:00 p.m. (Central time) on the date that is four (4) Business Days prior to days after the date of expiration this Agreement, Sellers shall provide, at their expense an owner's title insurance commitment (the "Title Commitment") in favor of the Due Diligence Period (the “Title Review Period”) as to which matters, if any, within the Title Commitments and which survey matters (including matters disclosed in any Survey or any update thereto) are not acceptable to Buyer (individually, a “Disapproved Title Matter”). Any matter within the Title Commitments, the Surveys, and any matter that would be disclosed by a current, accurate survey of any Real Property that Buyer fails to so disapprove in a Title Objection Notice delivered to Sellers prior to the Title Review Period shall be conclusively deemed to have been approved by Buyer. If Buyer timely delivers a Title Objection Notice indicating a Disapproved Title Matter, then Sellers shall have two (2) Business Days after receipt of such Title Objection Notice to elect to notify Buyer in writing (a “Title Response Notice”) that Sellers either (a) will remove such Disapproved Title Matter from Purchaser showing title to the Real Property on or before the Closing, or (b) will not cause such Disapproved Title Matter to be removed from title free and clear of all liens and encumbrances of any kind except those indicated in Exhibit 4.01. The Title Commitment shall be for an amount equal to that portion of the Real PropertyPurchase Price allocated to real property and the improvements thereon, as provided in Exhibit 3.01. Purchaser shall order a current survey at Purchaser's expense. Sellers shall deliver to Purchaser its most recent survey at the time Sellers deliver the Title Commitment. If any exceptions appear in the Title Commitment, other than those matters shown on Exhibit 4.01 or the standard printed exceptions and exclusions from coverage customarily contained in an ALTA Owner's Policy (as revised 10-17-92 with Florida Modifications) and that are unacceptable to Purchaser, Purchaser shall, within twenty (20) days after receipt of the Title Commitment and copies of all documents referred to therein as exceptions to title, notify Sellers fail to deliver a in writing of such fact and the reasons therefor ("Purchaser's Title Response Notice as to a particular Disapproved Title Matter within such two Objections"). Upon expiration of said twenty (220) Business Days day period, then Sellers Purchaser shall be deemed to have made the election in clause (b) above as accepted all exceptions to such Disapproved Title Matter. The procurement by any Seller, at its option, of a written commitment from title and all other matters shown on the Title Company to issue the Commitment (except for Purchaser Title Policy or an endorsement thereto reasonably satisfactory to Buyer as of the Closing (at Objections if same are timely raised), and such Seller’s sole cost and expense) and insuring Buyer against any Disapproved Title Matter (or any “Additional Title Matter” as defined below) exceptions shall be deemed a removal thereof from title included in the term "Permitted Exceptions" as used herein. Notwithstanding anything to the Real Propertycontrary contained herein, Sellers shall have no obligation to bring any action or proceeding or otherwise to incur any expense whatsoever to eliminate or modify Purchaser's Title Objections. If Sellers make are unable or unwilling to eliminate or modify Purchaser's Title Objections to the reasonable satisfaction of Purchaser, Purchaser may, as its sole and exclusive remedies, (or are deemed a) terminate this Agreement by notice in writing to have made) the election in clause (b) above as to any Disapproved Title Matter, then Buyer shall have two (2) Business Days from Sellers by the earlier to occur of (i) the date it receives the Title Response Notice making such election, Closing Date or (ii) five days following notice from Sellers that it is unwilling or unable to eliminate or modify Purchaser's Title Objections or (b) accept such title as Sellers can deliver without any reduction in the date that Sellers are Purchase Price, in which event such uncured Purchaser's Title Objections shall be included in the term "Permitted Exceptions." If Purchaser does not elect to terminate this Agreement within the period described in the immediately preceding sentence, Purchaser shall be deemed to have made accepted all exceptions to title and all other matters shown on the Title Commitment and such election as to such Disapproved Title Matter (but not later than the expiration of the Due Diligence Period), within which to notify Sellers in writing that Buyer elects to either (x) nevertheless accept the condition of title to the Real Property subject to such Disapproved Title Matter, or (y) terminate this Agreement. If Buyer makes the election set forth in clause (y) above, then this Agreement shall immediately terminate, Buyer exceptions shall be entitled included in the term "Permitted Exceptions." In the event of termination pursuant to a return of this Section, the Exxxxxx Money, and Sellers and Buyer parties shall have no further rights or obligations hereunderhereunder and the Deposit shall be returned to Purchaser. In the event the Survey shows any easement, except for right-of-way, encroachment, conflict, protrusion or other matter affecting the provisions hereof Premises, other than the "Permitted Exceptions" (as hereinafter defined), that expressly survive termination in Purchaser's reasonable opinion has a material adverse effect on the Purchaser's contemplated use of this Agreement. If Buyer fails the Real Property, Purchaser shall, within twenty (20) days after receipt of the Survey and the Title Commitment and copies of all documents referred to as exceptions therein, notify Sellers in writing of its election within such fact and the reasons therefor ("Purchaser's Survey Objections"). Upon the expiration of said two twenty (220) Business Days day period, then Buyer Purchaser shall be deemed to have made accepted the election set forth form and substance of the Survey and all matters shown thereon (except for the Purchaser's Survey Objections if same are timely raised) and such matters shall be included in clause the term "Permitted Exceptions" as used herein. The parties hereby acknowledge that the twenty (x20) aboveday period referred to in the preceding sentence has expired. Sellers hereby agree to proceed in good faith to address all remaining issues concerning the form of the Title Commitment and the Survey. Nonetheless, Purchaser acknowledges that such title and survey issues and the manner in which they are addressed by Sellers, shall not constitute a basis for a refund to Purchaser of all or any part of the Deposit, or a basis for a default under this Agreement.

Title Insurance and Survey. (a) Promptly after execution hereof, Buyer shall order a Title Insurance Commitment from First American Title Insurance Company and a Survey from a reputable surveyor familiar with the Property (Hyde Park agreeing to furnish to Buyer copies of any existing surveys and title information in its possession promptly after execution of this Agreement). Buyer shall deliver copies of the Commitment and the Survey to Hyde Park promptly after receipt thereof. Buyer will have ten (10) days from receipt of the Title Commitment (including legible copies of all recorded exceptions noted therein) and Survey to notify Sellers Hyde Park in writing (the “of any Title Objection Notice”) by 5:00 p.m. (Central time) on the date that is four (4) Business Days prior to the date of expiration of the Due Diligence Period (the “Title Review Period”) as to which mattersDefects, if any, within the Title Commitments and which survey encroachments or other matters (including matters disclosed in any Survey or any update thereto) are not acceptable to Buyer (individually, a “Disapproved Title Matter”)which are not permitted by this Agreement. Any matter within Title Defect or other objection disclosed by the Title Commitments, Insurance Commitment or the Surveys, and any matter that would be disclosed by a current, accurate survey Survey which is not timely specified in Buyer's written notice to Hyde Park of any Real Property that Buyer fails to so disapprove in a Title Objection Notice delivered to Sellers prior to the Title Review Period Defects shall be conclusively deemed to have been approved by Buyera Permitted Exception. If Buyer timely delivers a Title Objection Notice indicating a Disapproved Title Matter, then Sellers Hyde Park shall have two (2) Business Days after receipt of such Title Objection Notice to elect to notify Buyer in writing within five (a “5) days of Buyer's notice if Hyde Park intends to cure any Title Response Notice”) that Sellers either (a) will remove such Disapproved Title Matter from title to the Real Property on Defect or before the Closing, or (b) will not cause such Disapproved Title Matter to be removed from title to the Real Propertyother objection. If Sellers fail Hyde Park elects to deliver a Title Response Notice as cure, Hyde Park shall use diligent efforts to a particular Disapproved Title Matter within such two (2) Business Days period, then Sellers shall be deemed to have made the election in clause (b) above as to such Disapproved Title Matter. The procurement by any Seller, at its option, of a written commitment from cure the Title Company to issue the Title Policy or an endorsement thereto reasonably satisfactory to Buyer as of Defects and/or objections by the Closing Date (at such Seller’s sole cost and expense) and insuring Buyer against any Disapproved Title Matter (or any “Additional Title Matter” as defined below) shall it may be deemed a removal thereof from title to the Real Propertyextended). If Sellers make (Hyde Park elects not to cure or if such Title Defects and/or objections are deemed to have made) the election in clause (b) above as to any Disapproved Title Matternot cured, then Buyer shall have two (2) Business Days from the earlier right, in lieu of any other remedies, to: (i) refuse to purchase the date it receives the Title Response Notice making such electionPartnership Interests, or (ii) the date that Sellers are deemed to have made such election as to such Disapproved Title Matter (but not later than the expiration of the Due Diligence Period), within which to notify Sellers in writing that Buyer elects to either (x) nevertheless accept the condition of title to the Real Property subject to such Disapproved Title Matter, or (y) terminate this Agreement. If Buyer makes the election set forth in clause (y) above, then this Agreement shall immediately terminate, Buyer shall be entitled to and receive a return of the Exxxxxx Money, Earnest Money Deposit; or (xx) xxive such Title Defects and/or objections and Sellers and Buyer shall have no further rights or obligations hereunder, except for close the provisions hereof that expressly survive termination transactions contemplated hereby without any adjustment of this Agreement. If Buyer fails to notify Sellers in writing the Purchase Price on account of its election within said two (2) Business Days period, then Buyer shall be deemed to have made the election set forth in clause (x) abovesuch Title Defects.

Title Insurance and Survey. (a) Seller shall obtain and provide, within five (5) days of the Effective Date, a title insurance commitment issued by Escrow Agent (“Title Company”) agreeing to insure marketable title to the Property to be vested in Buyer shall notify Sellers upon the transfer of the Property to Buyer, in writing the amount of the full purchase price (the “Title Objection NoticeCommitment”) by 5:00 p.m. (Central time) on the date that is four (4) Business Days prior to the date of expiration ). Buyer may obtain a current or updated survey of the Due Diligence Property within the Inspection Period (the “Title Review Period”) as to which matters, if any, within the Title Commitments and which survey matters (including matters disclosed in any Survey or any update thereto) are not acceptable to Buyer (individually, a “Disapproved Title MatterSurvey”). Any matter within Within ten (10) days of the later of the Effective Date and receipt of the Title CommitmentsCommitment and complete, legible copies of all exception documents, Buyer shall notify Seller in writing as to any matters shown on the SurveysTitle Commitment that are objectionable to Buyer. Seller shall have no obligation to cure or correct Buyer title objections except that, as of Closing, Seller shall be required and hereby agrees to cure all (i) title objections which Seller has expressly agreed to cure or correct, and (ii) monetary liens, such as, but not limited to, mortgage liens, tax and assessment liens, judgment liens, construction liens and code enforcement liens (collectively, “Monetary Liens”), but not any matter that would be disclosed by liens arising under or as a currentresult of the activities of Buyer or Buyer’s agents, accurate survey or the lien of any Real Property that Buyer ad valorem real property taxes and assessments for the year of Closing and subsequent years, which is not yet due and payable. If Seller fails to so disapprove respond to Buyer in writing within ten (10) days of receipt of Xxxxx’s notice of title objections or Seller expressly refuses to cure or correct the same, Buyer shall have the right to terminate this Agreement and receive a Title Objection Notice delivered refund of the Xxxxxxx Money by delivering written notice of termination to Sellers prior to the Title Review Period shall be conclusively deemed to have been approved by BuyerSeller within five (5) days of same. If Buyer timely delivers a Title Objection Notice indicating a Disapproved Title MatterSeller elects to cure Xxxxx’s title objections, then Sellers but is unable to do so to Buyer’s reasonable satisfaction before Closing, Seller shall have two (2) Business Days after receipt of such Title Objection Notice to elect to so notify Buyer in writing (a “Title Response Notice”) that Sellers either (a) will remove such Disapproved Title Matter from title to the Real Property on or before the Closingwriting, or (b) will not cause such Disapproved Title Matter to be removed from title to the Real Property. If Sellers fail to deliver a Title Response Notice as to a particular Disapproved Title Matter within such two (2) Business Days period, then Sellers shall be deemed to have made the election in clause (b) above as to such Disapproved Title Matter. The procurement by any Seller, at its option, of a written commitment from the Title Company to issue the Title Policy or an endorsement thereto reasonably satisfactory to Buyer as of the Closing (at such Seller’s sole cost and expense) and insuring Buyer against any Disapproved Title Matter (or any “Additional Title Matter” as defined below) shall be deemed a removal thereof from title to the Real Property. If Sellers make (or are deemed to have made) the election in clause (b) above as to any Disapproved Title Matter, then Buyer shall have two (2) Business Days from the earlier of (i) the date it receives the Title Response Notice making such election, or (ii) the date that Sellers are deemed to have made such election as to such Disapproved Title Matter (but not later than the expiration of the Due Diligence Period), within which to notify Sellers in writing that Buyer elects to either (x) nevertheless accept the condition of title to the Real Property subject to such Disapproved Title Matter, or (y) terminate this Agreement. If Buyer makes the election set forth in clause (y) above, then this Agreement shall immediately terminate, Buyer shall be entitled to a return of the Exxxxxx Money, and Sellers and Buyer shall have no further rights or the right to terminate this Agreement and receive a refund of the Deposit by delivering written notice of termination to Seller within five (5) days after receiving Seller’s notice. If Buyer so terminates this Agreement, then neither party shall have any obligations hereunder, except for the under this Agreement other than those provisions hereof that which expressly survive the termination of this Agreement. If Buyer fails to notify Sellers in writing of its election within said two (2) Business Days perioddoes not so terminate this Agreement, then Buyer such uncured objections shall thereafter be deemed to be Permitted Encumbrances. The Closing shall be automatically extended, if necessary, to allow for the notice periods set forth above. In the event that the Survey reveals any matter that is objectionable to Xxxxx, then Xxxxx shall notify Seller in writing. All rights and obligations of the parties with respect to objections arising from the Survey shall be the same as objections to items appearing in the title commitment, as set forth above. All exceptions to title as shown on the Title Commitment, except for Monetary Liens, and title objections which Seller has expressly agreed to cure or correct, shall be deemed to have made the election set forth in clause (x) abovebe “Permitted Exceptions”.

Title Insurance and Survey. (a) Buyer shall notify Sellers in writing (the “Title Objection Notice”) by 5:00 p.m. (Central time) on the date that is four (4) Business Days prior to the date of expiration of the Due Diligence Period (the “Title Review Period”) as to which matters, if any, within the Title Commitments and which survey matters (including matters disclosed in any Survey or any update thereto) are not acceptable to Buyer (individually, a “Disapproved Title Matter”). Any matter within the Title Commitments, the Surveys, and any matter that would be disclosed by a current, accurate survey of any Real Property that Buyer fails to so disapprove in a Title Objection Notice delivered to Sellers prior to the Title Review Period shall be conclusively deemed to have been approved by Buyer. If Buyer timely delivers a Title Objection Notice indicating a Disapproved Title Matter, then Sellers PURCHASER shall have two received a title insurance commitment, reflecting good, marketable and insurable title (2fee simple or leasehold estate, as applicable) Business Days after receipt in the name of such Title Objection Notice to elect to notify Buyer in writing (a “Title Response Notice”) that Sellers either (a) will remove such Disapproved Title Matter from title to the Real Property on or before the ClosingPURCHASER, or (b) will not cause such Disapproved Title Matter to be removed from title its assigns, as proposed insured, to the Real Property, and each Lease to be conveyed to Purchaser at Closing free and clear of all liens, claims, encumbrances and adverse rights or interests except those specifically provided for herein. If In the event the title commitments disclose any matters which render title unmarketable or which do (or could in the future) materially interfere with the current use or operation of any of the Real Property or such Leases, Purchaser shall notify Sellers fail promptly of any such items. Sellers then shall have the right for a period of thirty (30) days to deliver take all steps to cure or remove such matters of record that have been reasonably objected to by Purchaser or Purchaser's lender. The failure to record the leasehold documentation for a Title Response Notice as leasehold because of an express provision in the lease prohibiting recordation or landlord's refusal to execute the leasehold documentation in recordable form shall not be a particular Disapproved Title Matter within such two defect. If, at the expiration of said thirty (230) Business Days day period, then Sellers shall then be unable to convey good or marketable title free and clear of all such encumbrances and defects or obtain affirmative insurance Purchaser shall not be deemed to have made the election in clause (b) above as to such Disapproved Title Matter. The procurement by suffer any Seller, at its option, of a written commitment from the Title Company to issue the Title Policy loss or an endorsement thereto reasonably satisfactory to Buyer as damage because of the Closing (at such Seller’s sole cost and expense) and insuring Buyer against any Disapproved Title Matter (encumbrance or any “Additional Title Matter” as defined below) defect, the following remedies shall be deemed a removal thereof from title to the Real Property. If Sellers make (or are deemed to have made) the election in clause (b) above as to any Disapproved Title Matter, then Buyer shall have two (2) Business Days from the earlier of apply: (i) Purchaser may elect to accept such title as Sellers may be able to convey, with a credit against the date it receives monies payable at the Title Response Closing equal to the reasonably estimated costs to cure the same up to $10,000 per property or $50,000 in the aggregate made in good faith, but without any other credit or liability on the part of Sellers, (ii) if Sellers are unable to convey good and marketable title (fee simple or leasehold estate, as applicable) free and clear of all encumbrances and defects except those permitted by this Agreement to any of the properties set forth on Exhibit AA in accordance with the terms hereof, then Purchaser may terminate this Agreement in its entirety without any liability and Sellers will notify the Escrow Agent of their consent and approval of the Notice making such electionof Claim for release to Purchaser, or (iiiii) the date that if Sellers are deemed unable to have made such election convey good and marketable title (fee simple or leasehold estate, as applicable) free and clear of all encumbrances and defects except those permitted by this Agreement to such Disapproved Title Matter any more than five (but not later than the expiration 5) of the Due Diligence Period)Other Properties, within which to notify Sellers in writing that Buyer elects to either (x) nevertheless accept the condition of title to the Real Property subject to such Disapproved Title Matter, or (y) then Purchaser may terminate this AgreementAgreement in its entirety without any liability and Sellers will notify the Escrow Agent of their consent and approval of the Notice of Claim for release to Purchaser. If Buyer makes the election set forth in clause (y) above, then Purchaser does not exercise its remedies to terminate this Agreement and does not elect to accept title with uncured title matters, for each such property not conveyed at the Initial Closing Sellers shall immediately terminate, Buyer shall be entitled execute and deliver to Purchaser a return lease or management agreement for a period of six (6) months for a total consideration to SELLERS in the Exxxxxx Money, and sum of ONE DOLLAR ($1.00) to allow Sellers and Buyer shall have no further rights or obligations hereunder, except for additional time to cure the provisions hereof that expressly survive termination of this Agreement. If Buyer fails to notify Sellers in writing of its election within said two (2) Business Days period, then Buyer shall be deemed to have made the election set forth in clause (x) aboveobjectionable title matters.

Title Insurance and Survey. Within fifteen (a15) days after the Effective Date, Seller shall provide Buyer with a current preliminary commitment for owner's title insurance with extended coverage (ALTA Form 1970-B, as revised in 1984 or if unavailable, Form B-1987) issued by Chicago Title Insurance Company, with copies of all documents listed as exceptions set forth therein. Within thirty (30) days after the Effective Date, Seller shall provide Buyer with a current ALTA/ACSM survey with land area certification of the Property, at Seller's cost. Buyer shall have fifteen (15) days from the later receipt of either the preliminary committment or the survey (and any amendments, supplements and revisions to either in which new or revised exceptions or items first appear) to notify Sellers Seller of its disapproval of any exceptions shown in writing (the “Title Objection Notice”) by 5:00 p.m. (Central time) preliminary commitment or any items on the date that is four (4) Business Days prior to the date of expiration of the Due Diligence Period (the “Title Review Period”) as to which matters, if anysurvey. If, within twenty (20) days after the Title Commitments and which survey matters (including matters disclosed in any Survey or any update thereto) are not acceptable to Buyer (individually, a “Disapproved Title Matter”). Any matter within the Title Commitments, the Surveys, and any matter that would be disclosed by a current, accurate survey of any Real Property that Buyer fails to so disapprove in a Title Objection Notice delivered to Sellers prior to the Title Review Period shall be conclusively deemed to have been approved by Buyer. If Buyer timely delivers a Title Objection Notice indicating a Disapproved Title Matter, then Sellers shall have two (2) Business Days after receipt of such Title Objection Notice notice Seller has not removed or given reasonable written assurances to elect to notify Buyer in writing (a “Title Response Notice”) that Sellers either (a) such disapproved exceptions or items will remove such Disapproved Title Matter from title to the Real Property be removed on or before the Closingclosing, or (b) will not cause such Disapproved Title Matter to be removed from title to the Real Property. If Sellers fail to deliver a Title Response Notice as to a particular Disapproved Title Matter within such two (2) Business Days period, then Sellers shall be deemed to have made the election in clause (b) above as to such Disapproved Title Matter. The procurement by any SellerBuyer may, at its option, at any time prior to such removal or receipt of a such reasonable written commitment from assurances, terminate this Agreement by giving notice of such termination to Seller. On such termination Closing Agent shall refund the Title Company to issue the Title Policy or an endorsement thereto reasonably satisfactory Deposit and all interest accrued thereon to Buyer as and all rights and obligations of the Closing (at such Seller’s sole cost Seller and expense) and insuring Buyer against any Disapproved Title Matter (or any “Additional Title Matter” as defined below) shall be deemed a removal thereof from title to the Real Property. If Sellers make (or are deemed to have made) the election in clause (b) above as to any Disapproved Title Matter, then Buyer shall have two (2) Business Days from the earlier of (i) the date it receives the Title Response Notice making such election, or (ii) the date that Sellers are deemed to have made such election as to such Disapproved Title Matter (but not later than the expiration of the Due Diligence Period), within which to notify Sellers in writing that Buyer elects to either (x) nevertheless accept the condition of title to the Real Property subject to such Disapproved Title Matter, or (y) terminate this Agreement. If Buyer makes the election set forth in clause (y) above, then under this Agreement shall immediately terminate, terminate and be of no further force or effect. Buyer agrees not to record the survey in advance of closing and then only just ahead of the recording of the deed as part of the closing process. Neither Seller nor Buyer shall be entitled required to a return of the Exxxxxx Moneyclose, and Sellers the Deposit and all interest thereon shall be returned to Buyer, if any exception or item disapproved by Buyer as herein provided cannot be removed by the date of closing; provided, however, that Buyer may elect to waive any disapproved exceptions or items and close on the remaining terms. Notwithstanding the foregoing, Seller shall have no further rights remove any defect or obligations hereunderencumbrance attaching by, except for through or under Seller after the provisions hereof that expressly survive termination Effective Date of this Agreement. If Exceptions to be discharged by Seller may be paid out of the purchase price at closing. As soon as available after closing, Seller shall provide to Buyer fails a policy of title insurance pursuant to notify Sellers the preliminary commitment, dated as of the closing date and insuring Buyer in writing the amount of its election within said two (2) Business Days period, then the purchase price against loss or damage by reason of defect in Buyer's title to the Property subject only to the printed exclusions and general exceptions appearing in the policy form; any Permitted Exceptions; the exceptions specified in the preliminary commitment which Buyer shall be deemed to have made the election set forth in clause (x) abovehas not disapproved of as provided herein; and real property taxes and assessments that are not delinquent.

Title Insurance and Survey. (a) 9.5.1 Buyer at its own expense shall notify Sellers in writing have obtained a title commitment (the “"Title Objection Notice”) by 5:00 p.m. (Central timeCommitment") on the date that is four current ALTA form from a title insurance company (4the "Title Insurance Company") Business Days prior wherein the Title Insurance Company shall agree to insure in Buyer fee simple title to each parcel of Real Property. The exceptions to title specified in the Title Commitment shall be limited to the date of expiration preprinted or standard exceptions to title (the "Standard Exceptions"), the lien for taxes not yet due and payable (the "Permitted Tax Lien") and such other exceptions (the "Other Permitted Exceptions") that will neither (1) materially impair Buyer's ability to use the insured Real Property in the operation of the Due Diligence Period Station in the manner in which it is now used, nor (2) constitute or evidence a mortgage or other lien (other than a Permitted Tax Lien) against such title, except mortgages or other liens that will be released at Closing at Seller's expense. 9.5.2 Buyer at its own expense shall have obtained a current "as built" survey (each, a "Survey") of each portion of the “Real Property. Each such Survey shall be prepared by a registered surveyor, shall comply with current ALTA Minimum Standard Detail Requirements, shall be accompanied by a certification sufficient for the Title Review Period”) as Insurance Company's deletion of the Standard Exceptions relating to which survey matters, if anyand shall not disclose any matters which would materially impair Buyer's ability to use any of the surveyed Real Property in the operation of the Station in the manner in which it is now used. 9.5.3 On the Closing Date, within the Title Commitments and which survey matters (including matters disclosed Insurance Company shall have unconditionally agreed in any Survey or any update thereto) are not acceptable writing to Buyer (individually, a “Disapproved Title Matter”). Any matter within the Title Commitments, the Surveys, and any matter that would be disclosed by a current, accurate survey of any Real Property that Buyer fails to so disapprove in a Title Objection Notice delivered to Sellers prior issue pursuant to the Title Review Period shall be conclusively deemed to have been approved by Buyer. If Commitment a final title policy as of the Closing Date insuring fee simple title in Buyer timely delivers a Title Objection Notice indicating a Disapproved Title Matter, then Sellers shall have two (2) Business Days after receipt of such Title Objection Notice to elect to notify Buyer in writing (a “Title Response Notice”) that Sellers either (a) will remove such Disapproved Title Matter from title to the Real Property on covered by the Title Commitment, subject only to the Permitted Tax Lien and Other Permitted Exceptions. On or before the ClosingClosing Date, or (b) will not cause such Disapproved Title Matter to be removed from title Seller shall execute and deliver to the Real PropertyTitle Insurance Company an affidavit regarding mechanic's liens sufficient to allow deletion of such liens as a Standard Exception in the final title policy. 9.5.4 If Sellers fail to deliver a Title Response Notice as to a particular Disapproved Title Matter within such two sixty (260) Business Days period, then Sellers shall be deemed to have made the election in clause (b) above as to such Disapproved Title Matter. The procurement by any Seller, at its option, of a written commitment from the Title Company to issue the Title Policy or an endorsement thereto reasonably satisfactory to Buyer as of the Closing (at such Seller’s sole cost and expense) and insuring Buyer against any Disapproved Title Matter (or any “Additional Title Matter” as defined below) shall be deemed a removal thereof from title to the Real Property. If Sellers make (or are deemed to have made) the election in clause (b) above as to any Disapproved Title Matter, then Buyer shall have two (2) Business Days from the earlier of (i) days after the date it receives the Title Response Notice making such election, or (ii) the date that Sellers are deemed to have made such election as to such Disapproved Title Matter (but not later than the expiration of the Due Diligence Period), within which to notify Sellers in writing that Buyer elects to either (x) nevertheless accept the condition of title to the Real Property subject to such Disapproved Title Matter, or (y) terminate this Agreement. If Buyer makes the election set forth in clause (y) above, then this Agreement shall immediately terminate, Buyer shall be entitled to a return of the Exxxxxx Money, and Sellers and Buyer shall have no further rights or obligations hereunder, except for the provisions hereof that expressly survive termination of this Agreement. If Buyer fails to notify Sellers in writing of its election within said two (2) Business Days period, then Buyer shall be deemed to have made the election set forth in clause (x) above.hereof:

Title Insurance and Survey. (a) Buyer Purchaser shall notify Sellers in writing (the “Title Objection Notice”) by 5:00 p.m. (Central time) on the date that is four (4) Business Days prior have received an owner's title insurance policy with respect to the date of expiration of the Due Diligence Period (the “Title Review Period”) as to which matters, if any, within the Title Commitments and which survey matters (including matters disclosed in any Survey or any update thereto) are not acceptable to Buyer (individually, a “Disapproved Title Matter”). Any matter within the Title Commitments, the Surveyseach Owned Property, and any matter that would be disclosed by a current, accurate survey of any Real Leased Property that Buyer fails to so disapprove in a Title Objection Notice delivered to Sellers prior to where the Title Review Period shall be conclusively deemed to have been approved by Buyer. If Buyer timely delivers a Title Objection Notice indicating a Disapproved Title Matter, then Sellers shall have two (2) Business Days after receipt of such Title Objection Notice to elect to notify Buyer in writing (a “Title Response Notice”) that Sellers either (a) will remove such Disapproved Title Matter from title to the Real Property on or before the Closing, or (b) will not cause such Disapproved Title Matter to be removed from title to the Real Property. If Sellers fail to deliver a Title Response Notice as to a particular Disapproved Title Matter within such two (2) Business Days period, then Sellers shall be deemed to have made the election in clause (b) above as to such Disapproved Title Matter. The procurement by any Seller, at its option, length of a lease exceeds five (5) years, issued by First American Title Insurance Company, written commitment from the Title Company to issue the Title Policy or an endorsement thereto reasonably satisfactory to Buyer as of the Closing (at Date, insuring Purchaser in such Seller’s sole cost amounts and expense) together with such endorsements, and insuring Buyer against any Disapproved Title Matter (or any “Additional Title Matter” otherwise in such form, as defined below) Purchaser shall be deemed a removal thereof from require. Such title insurance policy shall insure fee simple title to each Owned Real Property and the leasehold interest in each Leased Property, free and clear of all Liens other than Permitted Liens. For all Leased Property Purchaser shall have received an estoppel certificate from the owner thereof in a form reasonably acceptable to Purchaser including representations that the entire Lease as amended is attached thereto, that there is no breach or default by any party under the Lease, that all rents and other sums due to the landlord under the Lease have been timely paid through the date thereof and other commercially reasonable assurances. For all other Leased Property, Seller shall use its reasonable best efforts to obtain and deliver to Purchaser an estoppel certificate from the owner thereof in a form reasonably acceptable to Purchaser including representations that the entire Lease as amended is attached thereto, that there is no breach or default by any party under the lease, that all rents and other sums due to the landlord under the lease have been timely paid through the date thereof and other commercially reasonable assurances. For all indebtedness to be assumed by Purchaser that constitutes a lien on the Real Property, Seller shall use its reasonable best efforts to obtain and deliver to Purchaser an estoppel certificate from the lender that the note as amended is attached thereto, that there is no breach or default by any party under the loan documents, that all loan payments and other sums due to the lender under the loan documents have been timely paid through the date thereof and other commercially reasonable assurances. If Sellers make (or are deemed to have made) the election in clause (b) above as to any Disapproved Title Matter, then Buyer Purchaser shall have two (2) Business Days from the earlier of (i) the date it receives the received an appropriately certified ALTA/NSPS Land Title Response Notice making such election, or (ii) the date that Sellers are deemed to have made such election as to such Disapproved Title Matter (but not later Survey showing no Liens other than the expiration of the Due Diligence Period)Permitted Liens, within which and otherwise in form and substance satisfactory to notify Sellers in writing that Buyer elects to either (x) nevertheless accept the condition of title to Purchaser, for the Real Property subject to such Disapproved Title Matter, or (y) terminate this Agreement. If Buyer makes the election set forth in clause (y) above, then this Agreement shall immediately terminate, Buyer shall be entitled to a return of the Exxxxxx Money, and Sellers and Buyer shall have no further rights or obligations hereunder, except for the provisions hereof that expressly survive termination of this Agreement. If Buyer fails to notify Sellers in writing of its election within said two (2) Business Days period, then Buyer shall be deemed to have made the election set forth in clause (x) aboveProperty.

Title Insurance and Survey. The Sellers shall provide to the Purchasers within fifteen (15) days after the date of this Agreement or as soon thereafter as Sellers receive it, (a) Buyer shall notify Sellers in writing a commitment or commitments of title insurance (individually and collectively, the “Title Commitment”) issued by a title company reasonably acceptable to the Purchasers and its financing sources (the “Title Objection NoticeCompany”), and legible photocopies of all recorded items described as exceptions therein, committing to insure in an amount reasonably determined by the Purchasers and approved by Title Company, (i) Frontier Disposal’s fee interest in any Owned Real Property and (ii) Frontier Disposal’s leasehold interest in any Leased Real Property, and (b) an ALTA-ASCM survey or surveys (individually and collectively, the “Survey”) by 5:00 p.m. of the Owned Real Property (Central time) on the date that is four (4) Business Days prior and to the date extent required by any party providing financing to the Purchasers, any Leased Real Property), certified to Frontier Disposal and the Title Company and the Purchasers’ financing sources, if applicable. If the Purchasers shall notify the Sellers within ten (10) days of expiration its receipt of the Due Diligence Period Title Commitment, legible copies of all exception documents and the Survey of any Encumbrance or other matter affecting fee or leasehold title to the Property which, in the reasonable determination of the Purchasers, will interfere with the use of, or diminish the value of, the Property, or is otherwise objectionable to the Purchasers (the “Title Review Period”) as to which matters, if any, within the Title Commitments and which survey matters (including matters disclosed in any Survey or any update thereto) are not acceptable to Buyer (individuallyeach, a “Disapproved Title MatterDefect”). Any matter within the Title Commitments, the Surveys, and any matter that would be disclosed by a current, accurate survey of any Real Property that Buyer fails to so disapprove in a Title Objection Notice delivered to Sellers prior to the Title Review Period shall be conclusively deemed to have been approved by Buyer. If Buyer timely delivers a Title Objection Notice indicating a Disapproved Title Matter, then the Sellers shall have two (2) Business Days after receipt exercise their best efforts to remove or, with the consent of such Title Objection Notice to elect to notify Buyer in writing (a “Title Response Notice”) that Sellers either (a) will remove such Disapproved Title Matter from title to the Real Property on or before Purchasers, but at the ClosingSellers’ sole cost and expense, or (b) will not cause such Disapproved Title Matter to be removed from title to the Real Property. If Sellers fail to deliver a Title Response Notice as to a particular Disapproved Title Matter within such two (2) Business Days period, then Sellers shall be deemed to have made the election in clause (b) above as to such Disapproved Title Matter. The procurement by any Seller, at its option, of a written commitment from the Title Company to issue commit to insure over by endorsement, each Title Defect prior to Closing; provided, in no event shall Sellers be required to pay for such endorsements in excess of an aggregate of $2,600. Without limiting the foregoing, the Sellers shall cause to be removed, at Closing, any Title Defects which are voluntary liens, mortgages or security interests, and any standby fees, annual taxes and assessments by Governmental Authorities, and all mechanic’s and materialmen’s liens. If the Sellers are unable to remove any Title Defects after receiving the Purchasers’ notice of Title Defects or to satisfy any other requirements from the Purchasers or the Title Policy or an endorsement thereto reasonably satisfactory to Buyer as of the Closing (at such Seller’s sole cost and expense) and insuring Buyer against any Disapproved Title Matter (or any “Additional Title Matter” as defined below) shall be deemed a removal thereof from title Company related to the Real Property. If Sellers make (or are deemed to have made) the election in clause (b) above as to any Disapproved Title MatterCommitment, then Buyer shall have two (2) Business Days from the earlier of Sellers may notify the Purchasers that any such Title Defect will not be removed and in such event the Purchasers may either (i) terminate this Agreement (in which event the date it receives Sellers and the Title Response Notice making such electionPurchasers will be relieved from any further obligations hereunder), or (ii) accept such Title Defects and continue to Closing, in which event such Title Defects will be Closing Encumbrances. Any Encumbrance or other matters contained in the date that Sellers are deemed to have made such election as to such Disapproved Title Matter (but not later than the expiration of the Due Diligence Period), within which to notify Sellers in writing that Buyer elects to either (x) nevertheless accept the condition of title policy issued pursuant to the Real Property subject to such Disapproved Title Matter, or Commitment and in the final Survey at Closing (ythe “Closing Encumbrances”) terminate this Agreement. If Buyer makes the election set forth in clause (y) above, then this Agreement shall immediately terminate, Buyer shall be entitled to a return of the Exxxxxx Money, and Sellers and Buyer shall have no further rights or obligations hereunder, except for the provisions hereof that expressly survive termination of this Agreement. If Buyer fails to notify Sellers in writing of its election within said two (2) Business Days period, then Buyer shall be deemed approved by the Purchasers and the Property will be conveyed to have made Frontier Disposal subject to the election set forth in clause (x) aboveClosing Encumbrances. The Purchasers shall be responsible for all costs and expenses related to the Title Commitment, the title policy or title policies and the Surveys.

Title Insurance and Survey. As a condition to each closing, title to the Lots at Closing shall be good of record and fully merchantable, insurable and conveyed to Purchaser by special warranty deeds subject only to the Permitted Exceptions (aas herein after defined). During the first twenty (20) Buyer days of the Study Period, Purchaser shall notify Sellers in writing obtain, at Purchaser’s sole cost and expense, an ALTA form title insurance commitment for the Property issued by Commonwealth Land Title Insurance Company, a national title insurance company (the “Title Objection NoticeCompany”). Purchaser may also obtain, during the first twenty (20) by 5:00 p.m. (Central time) on the date that is four (4) Business Days prior to the date of expiration days of the Due Diligence Period (Study Period, at Purchaser’s sole cost and expense, a current ALTA/ACSM survey of the “Title Review Period”) as Property. In the event the title commitment discloses any exceptions to title or matters which matters, if any, within the Title Commitments and which survey matters (including matters disclosed in any Survey or any update thereto) are not acceptable to Buyer Purchaser (individuallyeach, a “Disapproved Title MatterDefect”). Any matter , or the survey discloses any encroachment or violation which is not acceptable to Purchaser (each, a “Survey Defect”), Purchaser shall notify Seller in writing of such Title Defect or Survey Defect, as the case may be, within the Title Commitments, the Surveys, and any matter that would be disclosed by a current, accurate survey five (5) days of any Real Property that Buyer fails to so disapprove in a Title Objection Notice delivered to Sellers prior to the Title Review Period shall be conclusively deemed to have been approved by Buyer. If Buyer timely delivers a Title Objection Notice indicating a Disapproved Title Matter, then Sellers shall have two (2) Business Days after Purchaser’s receipt of such Title Objection Notice to elect to notify Buyer in writing (a “Title Response Notice”) that Sellers either (a) will remove such Disapproved Title Matter from title to the Real Property on commitment or before the Closing, or (b) will not cause such Disapproved Title Matter to be removed from title to the Real Propertysurvey. If Sellers fail Purchaser fails to deliver timely notify Seller of a Title Response Notice as to a particular Disapproved Title Matter within such two (2) Business Days periodDefect or Survey Defect, then Sellers Purchaser shall be deemed to have made accepted title and/or survey matters reflected in the election in clause title commitment and/or survey. Seller shall have thirty (b30) above as days after receipt of such notice to such Disapproved Title Matter. The procurement by any Seller, at its option, of a written commitment from remove the Title Company to issue Defect or Survey Defect and provide Purchaser evidence of such removal. In the event that a Title Policy or an endorsement thereto reasonably satisfactory to Buyer as Defect, other than one that may be cured solely by the payment of the Closing money (at such Seller’s sole cost and expense) and insuring Buyer against any Disapproved Title Matter (or any “Additional Title Matter” as defined below) which monetary lien Seller shall be deemed obligated to remedy), or a removal thereof from title to the Real Property. If Sellers make (or are deemed to have made) the election in clause (b) above as to any Disapproved Title MatterSurvey Defect is not cured, then Buyer Purchaser shall have two (2) Business Days from the earlier of right to either: (i) the date it receives the accept such Title Response Notice making such electionDefect or Survey Defect and proceed to Closing, or (ii) the date that Sellers are deemed to have made such election as to such Disapproved Title Matter (but not later than the expiration of the Due Diligence Period), within which to notify Sellers in writing that Buyer elects to either (x) nevertheless accept the condition of title to the Real Property subject to such Disapproved Title Matter, or (y) terminate this Agreement. If Buyer makes the election set forth in clause (y) aboveContract, then this Agreement shall immediately terminate, Buyer shall be entitled to receive a return of the Exxxxxx MoneyDeposit, including any interest thereon, and Sellers in which event neither party shall have any further liability to the other, except for those obligations which expressly survive the termination hereof. Any item contained in the title commitment or any matter shown on the survey to which Purchaser does not timely object shall be considered a “Permitted Exception” and Buyer Seller shall have no further rights obligation with respect to such Permitted Exceptions. Permitted Exceptions shall also include real estate taxes not yet due and payable, utility and access easements of record, and other title and survey matters which do not materially interfere with or obligations hereundermaterially increase the cost of Purchaser’s home construction, and the declarations, covenants, conditions and restrictions of record. From and after the Effective Date, Seller shall not, except as otherwise provided for herein, encumber or change the state to title. Notwithstanding the foregoing, Seller shall have the right to grant such easements as may be required by applicable governmental authorities and/or utility providers in connection with obtaining final site plan and/or subdivision plan for the provisions hereof that expressly survive termination Property in accordance with the terms hereof. In the event any such easements materially interfere with or materially increase the cost of this Agreement. If Buyer fails Purchaser’s home construction or marketing activities Purchaser shall have the right to notify Sellers in writing of its election within said two (2) Business Days period, then Buyer shall be deemed decline to have made the election set forth in clause (x) abovepurchase any such Lot so affected.

Title Insurance and Survey. (a) Buyer Borrower shall notify Sellers in writing (have delivered to Lender updated surveys and/or survey certificates and/or recourse representations consistent with the “Title Objection Notice”) by 5:00 p.m. (Central time) on the date that is four (4) Business Days prior to the date of expiration of the Due Diligence Period (the “Title Review Period”) as to which matters, if any, within the Title Commitments and which survey matters (including matters disclosed in any Survey or any update thereto) are not Supplemental Loan Commitment acceptable to Buyer (individually, a “Disapproved Title Matter”). Any matter within the Title Commitments, the Surveys, Lender and any matter that would be disclosed by a current, accurate survey of any Real Property that Buyer fails sufficient to so disapprove in a Title Objection Notice delivered to Sellers prior to the Title Review Period shall be conclusively deemed to have been approved by Buyer. If Buyer timely delivers a Title Objection Notice indicating a Disapproved Title Matter, then Sellers shall have two (2) Business Days after receipt of such Title Objection Notice to elect to notify Buyer in writing (a “Title Response Notice”) that Sellers either (a) will remove such Disapproved Title Matter from title to the Real Property on or before the Closing, or (b) will not cause such Disapproved Title Matter to be removed from title to the Real Property. If Sellers fail to deliver a Title Response Notice as to a particular Disapproved Title Matter within such two (2) Business Days period, then Sellers shall be deemed to have made the election in clause (b) above as to such Disapproved Title Matter. The procurement by any Seller, at its option, of a written commitment from allow the Title Company to issue the updated Title Policy or an endorsement thereto Policies (hereinafter defined) without a general survey exception and Lender’s “date-down” reports of the A.L.T.A. extended coverage policies of title insurance with Form 1 coverage, together with such endorsements as delivered to Original Lender on the A Loan Closing Date (such policies and endorsements being hereinafter referred to as the “Title Policies”), in the amount of the B Loan and issued by First American Title Insurance Company (the “Title Company”), fully paid and in form and substance reasonably satisfactory to Buyer as Lender, insuring that Borrower is the owner of the Closing (at such Seller’s sole cost Properties in fee simple, and expense) that the Mortgages are valid first liens on the Properties in favor of Lender, free and insuring Buyer against any Disapproved Title Matter (or any “Additional Title Matter” as defined below) shall be deemed a removal thereof from clear of all liens, encumbrances and exceptions to title to the Real Property. If Sellers make (or are deemed to have made) the election in clause (b) above as to any Disapproved Title Matterwhatsoever, then Buyer shall have two (2) Business Days from the earlier of other than (i) the date it receives the Title Response Notice making such electioncurrent real property taxes not delinquent, or and (ii) such exceptions to title which appear in the date that Sellers final Title Policies accepted by Lender in connection with the closing of the Loan (excepting therefrom all pre-printed and/or standard exceptions) or as are deemed otherwise approved in writing by Lender (collectively, the “Permitted Exceptions”). The updated Title Policies shall effect full coverage against losses arising out of encroachments on boundary, setback lines or easements, against losses from existing mechanics’ or materialmen’s liens and subsequent mechanics’ and materialmen’s liens which may gain priority over the Mortgages and against such other losses with respect to have made such election which Lender may request coverage, and shall be issued without any creditors’ rights exception, general survey exception, or general exception as to such Disapproved rights of parties in possession. The updated Title Matter Policies shall include, in addition to all coverages and endorsements (but not later than if available in the expiration jurisdiction of the Due Diligence Period)Property) required at the A Loan Closing Date: a date down endorsement, within which to notify Sellers a modification and additional advance endorsement (CLTA 110.10) and such other endorsements as Lender may require (similar CLTA Form 11.05) in writing that Buyer elects to either (x) nevertheless accept connection with the condition of title to the Real Property subject to such Disapproved Title Matter, or (y) terminate this Agreement. If Buyer makes the election set forth in clause (y) above, then this Agreement shall immediately terminate, Buyer shall be entitled to a return Closing of the Exxxxxx Money, and Sellers and Buyer shall have no further rights or obligations hereunder, except for the provisions hereof that expressly survive termination of this Agreement. If Buyer fails to notify Sellers in writing of its election within said two (2) Business Days period, then Buyer shall be deemed to have made the election set forth in clause (x) aboveB Loan.