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. (b) Approval by Buyer of any additional material, adverse title exceptions, defects, encumbrances or other title matters first disclosed in writing after the Title Review Period (“Additional Title Matters”) shall be a condition precedent to Buyer’s obligations to purchase the Assets (Buyer hereby agreeing that its approval of Additional Title Matters shall not be unreasonably withheld). Unless Buyer gives written notice (“Additional Title Disapproval Notice”) that it disapproves any Additional Title Matters, stating the Additional Title Matters so disapproved, before the sooner to occur of the Closing or five (5) Business Days after receipt of written notice of such Additional Title Matters, Buyer shall be deemed to have approved such Additional Title Matters. Sellers shall have until three (3) Business Days after receipt of any Additional Title Disapproval Notice (“Additional Title Response Period”) to notify Buyer in writing (“Additional Title Disapproval Response”) of the Additional Title Disapproval Matters, if any, which Sellers will cure prior to Closing. Sellers’ failure to provide such Additional Title Disapproval Response shall be deemed to constitute Sellers’ election not to cure any Additional Title Disapproval Matters. If Sellers do not agree to cure all Additional Disapproved Matters, then Buyer may, at its option, terminate this Agreement upon written notice to Sellers but only if given prior to the sooner to occur of the Closing or five (5) days after Buyer receives the Additional Title Disapproval Response, or if Sellers do not provide the Additional Title Disapproval Response, five (5) days after the end of the Additional Title Response Period, in which case 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 give such termination notice by such date, Buyer shall be deemed to have waived its objection to, and to have approved, the matters set forth in Sellers’ notice.

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. (b) Approval by Buyer of any additional material, adverse title exceptions, defects, encumbrances or other title matters first disclosed in writing after the Title Review Period Notice Deadline (“Additional Title Matters”) shall be a condition precedent to Buyer’s obligations to purchase the Assets Property (Buyer hereby agreeing that its approval of Additional Title Matters shall not be unreasonably withheld). Unless Buyer gives written notice (“Additional Title Disapproval Notice”) that it disapproves any Additional Title Matters, stating the Additional Title Matters so disapproved, before the sooner to occur of the Closing or five (5) Business Days days after receipt of written notice of such Additional Title Matters, Buyer shall be deemed to have approved such Additional Title Matters. Sellers Seller shall have until three (3) Business Days after receipt of any the Closing within which to remove the disapproved Additional Title Disapproval Notice Matters set forth therein from title (“Seller having the right but not the obligation to do so). In the event Seller determines at any time that it is unable or unwilling to remove any one or more of such disapproved Additional Title Response Period”) to notify Buyer in writing (“Additional Title Disapproval Response”) of the Additional Title Disapproval Matters, if anySeller shall give written notice to Buyer to such effect; in such event, which Sellers will cure prior to Closing. Sellers’ failure to provide such Additional Title Disapproval Response shall be deemed to constitute Sellers’ election not to cure any Additional Title Disapproval Matters. If Sellers do not agree to cure all Additional Disapproved Matters, then Buyer may, at its option, terminate this Agreement upon written notice to Sellers Seller but only if given prior to the sooner to occur of the Closing or five (5) days after Buyer receives the Additional Title Disapproval Response, or if Sellers do not provide the Additional Title Disapproval Response, five (5) days after the end of the Additional Title Response PeriodSeller’s notice, in which case 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 give such termination notice by such date, Buyer shall be deemed to have waived its objection to, and to have approved, the matters set forth in Sellers’ Seller’s notice.

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 (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. (b) Approval by Buyer of any additional material, adverse title exceptions, defects, encumbrances or other title matters first disclosed in writing after the Title Review Period (“Additional Title Matters”) shall be a condition precedent to Buyer’s obligations to purchase the Assets (Buyer hereby agreeing that its approval of Additional Title Matters shall not be unreasonably withheld). Unless Buyer gives written notice (“Additional Title Disapproval Notice”) that it disapproves any Additional Title Matters, stating the Additional Title Matters so disapproved, before the sooner to occur of the Closing or five (5) Business Days after receipt of written notice of such Additional Title Matters, Buyer shall be deemed to have approved such Additional Title Matters. Sellers shall have until three (3) Business Days after receipt of any Additional Title Disapproval Notice (“Additional Title Response Period”) to notify Buyer in writing (“Additional Title Disapproval Response”) of the Additional Title Disapproval Matters, if any, which Sellers will cure prior to Closing. Sellers’ failure to provide such Additional Title Disapproval Response shall be deemed to constitute Sellers’ election not to cure any Additional Title Disapproval Matters. If Sellers do not agree to cure all Additional Disapproved Matters, then Buyer may, at its option, terminate this Agreement upon written notice to Sellers but only if given prior to the sooner to occur of the Closing or five (5) days after Buyer receives of Buyer's notice if Hyde Park intends to cure any Title Defect or other objection. If Hyde Park elects to cure, Hyde Park shall use diligent efforts to cure the Additional Title Disapproval Response, Defects and/or objections by the Closing Date (as it may be extended). If Hyde Park elects not to cure or if Sellers do such Title Defects and/or objections are not provide the Additional Title Disapproval Response, five (5) days after the end of the Additional Title Response Period, in which case this Agreement shall immediately terminatecured, Buyer shall be entitled have the right, in lieu of any other remedies, to: (i) refuse to purchase the Partnership Interests, terminate this Agreement 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 give the Purchase Price on account of such termination notice by such date, Buyer shall be deemed to have waived its objection to, and to have approved, the matters set forth in Sellers’ noticeTitle Defects.

Title Insurance and Survey. (a) Buyer shall notify Sellers in writing In the event (x) the “Agreed Upon 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) Defects specified are not acceptable to Buyer cured on or before the Closing, (individually, y) 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 Required Cure Item is not cured on or before the Closing, or (bz) if Seller does not timely notify Buyer that Seller will not cause remove Title Defects within the ten (10) days as specified above (in which case Buyer shall make its election pursuant to this subsection (a) prior to five (5) days following the date of 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 periodNotice), 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 option to: (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 accept Seller’s interest in writing that Buyer elects to either (x) nevertheless accept the condition of title to the Real Property subject to such Disapproved Title MatterDefect(s) or Required Cure Item(s), in which event such Title Defect(s) or Required Cure Item(s) shall become part of the Permitted Exceptions, and to close the transaction contemplated hereby in accordance with the terms of this Agreement; (yii) pay any amount necessary, not to exceed $200,000, to cure the Agreed Upon Title Defect or Required Cure Item(s) and deduct such amount from the Purchase Price; or (iii) by giving Seller written notice of Buyer’s election, 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 refund of the Exxxxxx MoneyMoney Deposit, and Sellers and Buyer in which event no party shall have no any further rights or obligations to the other hereunder, except for such rights and obligations that, by the provisions hereof that expressly express terms hereof, survive any termination of this Agreement. If Buyer fails elects to notify Sellers in writing proceed with the Closing without giving notice of its election within said two of this option (2) Business Days periodii), then Buyer shall it will be deemed to have made accepted such Title Defect(s) or Required Cure Item(s)as Permitted Exceptions. Notwithstanding the election set forth foregoing, nothing contained in clause (x) abovesection shall limit the right of the Buyer to pursue any and all remedies provided in Section 11.2 of this Agreement as a result of Seller’s default. (b) Approval by Buyer of any additional materialNotwithstanding anything in this Agreement to the contrary, adverse title exceptions, defects, encumbrances Seller covenants and agrees that at or other title matters first disclosed in writing after the Title Review Period (“Additional Title Matters”) shall be a condition precedent to Buyer’s obligations to purchase the Assets (Buyer hereby agreeing that its approval of Additional Title Matters shall not be unreasonably withheld). Unless Buyer gives written notice (“Additional Title Disapproval Notice”) that it disapproves any Additional Title Matters, stating the Additional Title Matters so disapproved, before the sooner to occur of the Closing or five (5) Business Days after receipt of written notice of such Additional Title Matters, Buyer shall be deemed to have approved such Additional Title Matters. Sellers shall have until three (3) Business Days after receipt of any Additional Title Disapproval Notice (“Additional Title Response Period”) to notify Buyer in writing (“Additional Title Disapproval Response”) of the Additional Title Disapproval Matters, if any, which Sellers will cure prior to Closing. Sellers, Seller shall (i) pay or cause to be paid in full and cause to be canceled and discharged or otherwise bond and discharge as liens against the Property all mechanics’, materialmen’s, repairmen’s, contractors’ failure to provide such Additional Title Disapproval Response shall or other similar Liens which encumber the Property as of the Effective Date created by, through or under Seller or which may be deemed to constitute Sellers’ election not to cure any Additional Title Disapproval Matters. If Sellers do not agree to cure all Additional Disapproved Mattersfiled against the Property after the Effective Date created by, then Buyer may, at its option, terminate this Agreement upon written notice to Sellers but only if given through or under Seller and on or prior to the sooner Closing Date (ii) pay or cause to occur be paid in full all past due ad valorem taxes and assessments of any kind constituting a lien against the Property which are due and payable, and (iii) for the Existing Mortgage, pay or cause to be paid in full, or cause to be canceled and discharged all security deeds or other security instruments encumbering the property and created by or through Seller, except to the extent Buyer otherwise assumes any of the Closing obligations secured by such instruments, and all judgments which have attached to and become a lien against the Property by, through or five (5) days after Buyer receives under Seller. In the Additional Title Disapproval Response, event Seller fails to cause such liens and encumbrances to be paid and canceled at or if Sellers do not provide the Additional Title Disapproval Response, five (5) days after the end of the Additional Title Response Period, in which case this Agreement shall immediately terminateprior to Closing, Buyer shall be entitled to a return of pay such amount to the Exxxxxx Money, holder thereof as may be required to pay 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 give such termination notice by such date, Buyer shall be deemed to have waived its objection tocancel same, and to have approved, credit the matters set forth in Sellers’ noticeamount so paid against the Purchase Price allocated to the Buyer pursuant to Section 2.3 hereof.

Title Insurance and Survey. (a) Buyer 6.4.1 Seller shall notify Sellers in writing have obtained, at Seller's expense, a title commitment (the “"Title Objection Notice”) by 5:00 p.m. (Central timeCommitment") on the date that is four (4) Business Days prior to the date of expiration of the Due Diligence Period current ALTA form from a title insurance company (the “"Title Review Period”Insurance Company") as to which matters, if any, within wherein the Title Commitments and which survey matters (including matters disclosed Insurance Company shall agree to insure 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 fee simple title to the Real Property. If Sellers fail The exceptions to deliver a title specified in the Title Response Notice as Commitment shall be limited to a particular Disapproved Title Matter within the preprinted or standard exceptions to title (the "Standard Exceptions"), the lien for taxes not yet due and payable (the "Permitted Tax Lien") and such two other exceptions (the "Other Permitted Exceptions") that will neither (1) materially impair Buyer's ability to use the Real Property in the operation of the Business in the manner in which it is now used, nor (2) Business Days periodconstitute or evidence a mortgage or other lien (other than a Permitted Tax Lien) against such title, then Sellers except mortgages or other liens that will be released at Closing at Seller's expense. 6.4.2 Seller shall have obtained, at Seller's expense, a current "as built" survey (each, a "Survey") of the Real Property. Such Survey shall be deemed to have made the election in clause (b) above as to such Disapproved Title Matter. The procurement prepared by any Sellera registered surveyor, at its optionshall comply with current ALTA Minimum Standard Detail Requirements, of shall be accompanied by a written commitment from certification sufficient for the Title Insurance Company's deletion of the Standard Exceptions relating to survey matters, and shall not disclose any matters which would materially impair Buyer's ability to use any of the Real Property in the operation of the Business in the manner in which it is now used. 6.4.3 On the Closing Date, the Title Insurance Company shall have unconditionally agreed in writing to issue pursuant to the Title Policy or an endorsement thereto reasonably satisfactory to Buyer Commitment a final title policy as of the Closing (at such Seller’s sole cost and expense) and Date insuring fee simple title in 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, subject only to the Permitted Tax Lien and Other Permitted Exceptions. If Sellers make (On or are deemed before the Closing Date, Seller shall execute and deliver 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 Insurance Company an affidavit regarding mechanic's liens sufficient to allow deletion of such election, or (ii) liens as a Standard Exception 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 final 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) abovepolicy. 6.4.4 If within sixty (b) Approval by Buyer of any additional material, adverse title exceptions, defects, encumbrances or other title matters first disclosed in writing after the Title Review Period (“Additional Title Matters”) shall be a condition precedent to Buyer’s obligations to purchase the Assets (Buyer hereby agreeing that its approval of Additional Title Matters shall not be unreasonably withheld). Unless Buyer gives written notice (“Additional Title Disapproval Notice”) that it disapproves any Additional Title Matters, stating the Additional Title Matters so disapproved, before the sooner to occur of the Closing or five (5) Business Days after receipt of written notice of such Additional Title Matters, Buyer shall be deemed to have approved such Additional Title Matters. Sellers shall have until three (3) Business Days after receipt of any Additional Title Disapproval Notice (“Additional Title Response Period”) to notify Buyer in writing (“Additional Title Disapproval Response”) of the Additional Title Disapproval Matters, if any, which Sellers will cure prior to Closing. Sellers’ failure to provide such Additional Title Disapproval Response shall be deemed to constitute Sellers’ election not to cure any Additional Title Disapproval Matters. If Sellers do not agree to cure all Additional Disapproved Matters, then Buyer may, at its option, terminate this Agreement upon written notice to Sellers but only if given prior to the sooner to occur of the Closing or five (5) days after Buyer receives the Additional Title Disapproval Response, or if Sellers do not provide the Additional Title Disapproval Response, five (560) days after the end of the Additional date hereof: 6.4.4.1 A Title Response Period, in which case 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 Commitment has not been obtained for the provisions hereof that expressly survive termination of this Agreement. If Buyer fails to give such termination notice by such dateReal Property, Buyer shall be deemed to have waived its objection tothe conditions precedent in foregoing Subsections 6.4.1 and 6.4.3 with respect to the Real Property. 6.4.4.2 A Survey has not been obtained by Seller and provided to Buyer for the Real Property, and Buyer shall be deemed to have approved, waived the matters set forth condition precedent in Sellers’ noticeforegoing Subsection 6.

Title Insurance and Survey. (a) Within five (5) days after the execution of this Agreement, Buyer shall notify Sellers in writing order commitments for owner’s policies of title insurance (the “Title Objection NoticeCommitment”) issued by 5:00 p.m. the Title Insurer covering fee simple title to the Property, in which the Title Insurer shall agree to insure, in such amount as Buyer deems adequate, merchantable title to such interests free from the Schedule B standard printed exceptions and all other exceptions except for (Central timei) on exceptions which, under applicable state rules and regulations, cannot be deleted or modified and (ii) Permitted Exceptions, with such endorsements as Buyer shall reasonably require and with insurance coverage over any “gap” period. Such Title Commitments shall have attached thereto complete, legible copies of all instruments noted as exceptions therein, and shall be delivered promptly to Buyer upon receipt by Seller. Buyer shall furnish Seller with a copy of the date that is four title commitment and attachments, and all subsequent revisions thereof, promptly upon receipt of same. (4b) Business Days If (i) any of the Title Commitments reflect any exceptions to title other than Permitted Liens which are not acceptable to Buyer in Buyer’s sole discretion, or (ii) the Survey to be obtained by Buyer pursuant to Section 7.6(d) below discloses anything not acceptable to Buyer in Buyer’s sole discretion, or (iii) at any time prior to the date Closing, title to Seller’s interests in the Property is encumbered by any exception to title other than Permitted Liens, which was not on the initial Title Commitment for the Property and is not acceptable to Buyer in Buyer’s sole discretion (any such exception or unacceptable statement of expiration fact being referred to herein as a “Title Defect”), then Buyer shall, on or before the earlier of five (5) days before the end of the Due Diligence Period or ten (10) days following receipt of such Title Commitment, as the case may be, give Seller written notice of such Title Defect (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 MatterNotice”). Such Title Notice shall include a copy of the relevant Title Commitment and copies of the exceptions. Any matter within exception to title that is (x) disclosed in the Title CommitmentsCommitment, or (y) identified on a Survey, which, in either case, is not identified as a Title Defect in the Title Notice, shall be deemed to be a “Permitted Exception” for purposes of this Agreement. Seller shall, within ten (10) days after receipt of any such Title Notice, notify Buyer whether Seller will take the action necessary to remove the Title Defects. On or before the Closing, Seller shall provide Buyer with reasonable evidence of removal of the items it notifies Buyer that it will cure (the “Agreed Upon Title Defects”). Notwithstanding anything contained herein to the contrary, the Surveysfollowing items (the “Required Cure Items”) must be cured prior to or at Closing (with Seller having the right to apply the portion of the Purchase Price allocated to either such party pursuant to Section 2.3 hereof, or a portion thereof, for such purpose): (w) all mechanics’, materialmen’s, repairmen’s, contractors’ or other similar Liens which encumber the Property as of the Effective Date created by, through or under Seller or which may be filed against the Property after the Effective Date created by, through or under Seller 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 on or prior to the Closing Date (x) all mortgages, security deeds, and other security instruments, except for the Existing Mortgages, (y) all past Taxes, and (z) all judgments against the Seller which may constitute a Lien. (c) In the event (x) the Agreed Upon Title Review Period shall be conclusively deemed to have been approved by Buyer. If Buyer timely delivers Defects specified are not cured on or before the Closing, (y) 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 Required Cure Item is not cured on or before the Closing, or (bz) if Seller does not timely notify Buyer that Seller will not cause remove Title Defects within the ten (10) days as specified above (in which case Buyer shall make its election pursuant to this subsection (c) prior to five (5) days following the date of 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 periodNotice), 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 option to: (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 accept Seller’s interest in writing that Buyer elects to either (x) nevertheless accept the condition of title to the Real Property subject to such Disapproved Title MatterDefect(s) or Required Cure Item(s), in which event such Title Defect(s) or (yRequired Cure Item(s) terminate shall become part of the Permitted Exceptions, and to close the transaction contemplated hereby in accordance with the terms of this Agreement. If Buyer makes ; (ii) pay any amount reasonably necessary but not to exceed $250,000.00 to cure the election items set forth in clause (ySection 7.6(b)(w) above, then or $100,000.00 to cure any Agreed Upon Title Defects other than Required Cure Items (such amounts so paid to be hereinafter referred to as the “Cure Amount”), and deduct such Cure Amount from the Purchase Price; or (iii) by giving Seller written notice of Buyer’s election, terminate this Agreement shall immediately terminate, Buyer shall be entitled to and receive a return refund of the Exxxxxx MoneyMoney Deposit, and Sellers and Buyer in which event no party shall have no any further rights or obligations to the other hereunder, except for such rights and obligations that, by the provisions hereof that expressly express terms hereof, survive any termination of this Agreement. If Buyer fails elects to notify Sellers in writing proceed with the Closing without giving notice of its election within said two of this option (2) Business Days periodii), then Buyer shall it will be deemed to have made accepted such Title Defect(s) or Required Cure Item(s)as Permitted Exceptions. Notwithstanding the election set forth foregoing, nothing contained in clause (x) abovesection shall limit the right of the Buyer to pursue any and all remedies provided in Section 11.2 of this Agreement as a result of Seller’s default; provided, however, that the inability of Seller, having used commercially reasonable efforts to cure Title Defects or Required Cure Items other than monetary encumbrances shall not be deemed to be a breach by Seller of this Agreement. (bd) Approval by Buyer of any additional materialNotwithstanding anything in this Agreement to the contrary, adverse title exceptions, defects, encumbrances Seller covenants and agrees that at or other title matters first disclosed in writing after the Title Review Period (“Additional Title Matters”) shall be a condition precedent to Buyer’s obligations to purchase the Assets (Buyer hereby agreeing that its approval of Additional Title Matters shall not be unreasonably withheld). Unless Buyer gives written notice (“Additional Title Disapproval Notice”) that it disapproves any Additional Title Matters, stating the Additional Title Matters so disapproved, before the sooner to occur of the Closing or five (5) Business Days after receipt of written notice of such Additional Title Matters, Buyer shall be deemed to have approved such Additional Title Matters. Sellers shall have until three (3) Business Days after receipt of any Additional Title Disapproval Notice (“Additional Title Response Period”) to notify Buyer in writing (“Additional Title Disapproval Response”) of the Additional Title Disapproval Matters, if any, which Sellers will cure prior to Closing. Sellers, Seller shall (i) pay or cause to be paid in full and cause to be canceled and discharged or otherwise bond and discharge as liens against the Property all mechanics’, materialmen’s, repairmen’s, contractors’ failure to provide such Additional Title Disapproval Response shall or other similar Liens which encumber the Property as of the Effective Date created by, through or under Seller or which may be deemed to constitute Sellers’ election not to cure any Additional Title Disapproval Matters. If Sellers do not agree to cure all Additional Disapproved Mattersfiled against the Property after the Effective Date created by, then Buyer may, at its option, terminate this Agreement upon written notice to Sellers but only if given through or under Seller and on or prior to the sooner Closing Date (ii) pay or cause to occur be paid in full all past due ad valorem taxes and assessments of any kind constituting a lien against the Property which are due and payable, and (iii) for the Existing Mortgage, pay or cause to be paid in full, or cause to be canceled and discharged all security deeds or other security instruments encumbering the property and created by or through Seller, except to the extent Buyer otherwise assumes any of the Closing obligations secured by such instruments, and all judgments which have attached to and become a lien against the Property by, through or five (5) days after Buyer receives under Seller. In the Additional Title Disapproval Response, event Seller fails to cause such liens and encumbrances to be paid and canceled at or if Sellers do not provide the Additional Title Disapproval Response, five (5) days after the end of the Additional Title Response Period, in which case this Agreement shall immediately terminateprior to Closing, Buyer shall be entitled to a return of pay such amount to the Exxxxxx Money, holder thereof as may be required to pay 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 give such termination notice by such date, Buyer shall be deemed to have waived its objection tocancel same, and to have approvedcredit the amount so paid against the Purchase Price allocated to the Buyer pursuant to Section 2.3 hereof. Notwithstanding the foregoing, nothing contained in section shall limit the right of the Buyer to pursue any and all remedies provided in Section 11.2 of this Agreement as a result of Seller’s default. Buyer acknowledges that instruments discharging mortgages and other monetary encumbrances may be recorded after the Closing in accordance with conveyancing practices customary in Boston, Massachusetts. (e) Seller has provided Buyer with a copy of the most recent existing boundary survey for the Property. Buyer may order one or more boundary surveys for the Property (the “Survey”) prepared by a registered land surveyor or surveyors satisfactory to Buyer. Buyer acknowledges that it has received delivery of the survey entitled “Land Title Survey in Boston, MA (South Boston) Prepared for Bay View of Boston Associates, L.P., 1000 Xxxxxxxx Xxxx Xxxxxx, Xxxxxxxxxxxxx 00000” by Hxxxxxx Associates with most recent update February 28, 2012 as well as the Surveyor’s Report with Surveyor’s Report Addendum dated February 28, 2012 and deems the matters shown thereon as acceptable to Buyer. At Closing, the matters set forth Title Insurer shall be prepared to issue a title insurance policy in Sellers’ noticeaccordance with the Title Commitment, with all endorsements reasonably required by Buyer and with coverage over any “gap” period. (f) All Title Expenses shall be paid by the parties in accordance with Section 9.4 hereof. “Title Expenses” shall include all costs and expenses of obtaining the Survey and Title Commitment, together with any endorsements required by any lender financing the Buyer’s acquisition of the Property. “Title Expenses” shall exclude any costs and expenses incurred or required to be incurred to cure any Title Defects or Required Cure Items.

Title Insurance and Survey. (a) Within five (5) days after the execution of this Agreement, Buyer shall notify Sellers in writing order commitments for owner’s policies of title insurance (the “Title Objection NoticeCommitment”) issued by 5:00 p.m. the Title Insurer covering fee simple title to the Property, in which the Title Insurer shall agree to insure, in such amount as Buyer deems adequate, merchantable title to such interests free from the Schedule B standard printed exceptions and all other exceptions except for (Central timei) on exceptions which, under applicable state rules and regulations, cannot be deleted or modified and (ii) Permitted Exceptions, with such endorsements as Buyer shall reasonably require and with insurance coverage over any “gap” period. Such Title Commitments shall have attached thereto complete, legible copies of all instruments noted as exceptions therein, and shall be delivered promptly to Buyer upon receipt by Seller. Buyer shall furnish Seller with a copy of the date that is four title commitment and attachments, and all subsequent revisions thereof, promptly upon receipt of same. (4b) Business Days If (i) any of the Title Commitments reflect any exceptions to title other than Permitted Liens which are not acceptable to Buyer in Buyer’s sole discretion, or (ii) the Survey to be obtained by Buyer pursuant to Section 7.5(d) below discloses anything not acceptable to Buyer in Buyer’s sole discretion, or (iii) at any time prior to the date Closing, title to Seller’s interests in the Property is encumbered by any exception to title other than Permitted Liens, which was not on the initial Title Commitment for the Property and is not acceptable to Buyer in Buyer’s sole discretion (any such exception or unacceptable statement of expiration fact being referred to herein as a “Title Defect”), then Buyer shall, on or before the earlier of five (5) days before the end of the Due Diligence Period or ten (10) days following receipt of such Title Commitment, as the case may be, give Seller written notice of such Title Defect (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 MatterNotice”). Such Title Notice shall include a copy of the relevant Title Commitment and copies of the exceptions. Any matter within exception to title that is (x) disclosed in the Title CommitmentsCommitment, the Surveysor (y) identified on a Survey, and any matter that would be disclosed by a currentwhich, accurate survey of any Real Property that Buyer fails to so disapprove in either case, is not identified as a Title Objection Notice delivered to Sellers prior to Defect in the Title Review Period Notice, shall be conclusively deemed to have been approved by Buyerbe a “Permitted Exception” for purposes of this Agreement. If Buyer timely delivers a Title Objection Notice indicating a Disapproved Title MatterSeller shall, then Sellers shall have two within ten (210) Business Days days after receipt of any such Title Objection Notice to elect to Notice, notify Buyer in writing whether Seller will take the action necessary to remove the Title Defects. On or before the Closing, Seller shall provide Buyer with reasonable evidence of removal of the items it notifies Buyer that it will cure (a the “Agreed Upon Title Response NoticeDefects”). Notwithstanding anything contained herein to the contrary, the following items (the “Required Cure Items”) that Sellers must be cured prior to or at Closing (with Seller having the right to apply the portion of the Purchase Price allocated to either such party pursuant to Section 2.3 hereof, or a portion thereof, for such purpose): (ax) will remove such Disapproved all mortgages, security deeds, and other security instruments except for the Existing Mortgages, (y) all past Taxes, and (z) all judgments against the Seller which may constitute a Lien. (c) In the event (x) the Agreed Upon Title Matter from title to Defects specified are not cured on or before the Real Property Closing, (y) a Required Cure Item is not cured on or before the Closing, or (bz) if Seller does not timely notify Buyer that Seller will not cause remove Title Defects within the ten (10) days as specified above (in which case Buyer shall make its election pursuant to this subsection (c) prior to five (5) days following the date of 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 periodNotice), 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 option to: (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 accept Seller’s interest in writing that Buyer elects to either (x) nevertheless accept the condition of title to the Real Property subject to such Disapproved Title MatterDefect(s) or Required Cure Item(s), in which event such Title Defect(s) or Required Cure Item(s) shall become part of the Permitted Exceptions, and to close the transaction contemplated hereby in accordance with the terms of this Agreement; (yii) pay any amount necessary to cure the Agreed Upon Title Defect or Required Cure Item(s) and deduct such amount from the Purchase Price; provided that such deduction shall not exceed One Hundred Thousand Dollars ($100,000.00); or (iii) by giving Seller written notice of Buyer’s election, 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 which event no party shall have no any further rights or obligations to the other hereunder, except for such rights and obligations that, by the provisions hereof that expressly express terms hereof, survive any termination of this Agreement. If Buyer fails elects to notify Sellers in writing proceed with the Closing without giving notice of its election within said two of this option (2) Business Days periodii), then Buyer shall it will be deemed to have made accepted such Title Defect(s) or Required Cure Item(s)as Permitted Exceptions. Notwithstanding the election set forth foregoing, nothing contained in clause (x) abovesection shall limit the right of the Buyer to pursue any and all remedies provided in Section 11.2 of this Agreement as a result of Seller’s default. (bd) Approval by Seller will provide Buyer with copies of any additional material, adverse title exceptions, defects, encumbrances or other title matters first disclosed in writing after existing boundary surveys for the Title Review Period (“Additional Title Matters”) shall be a condition precedent to Buyer’s obligations to purchase the Assets (Buyer hereby agreeing that its approval of Additional Title Matters shall not be unreasonably withheld)Property. Unless Buyer gives written notice (“Additional Title Disapproval Notice”) that it disapproves any Additional Title Matters, stating the Additional Title Matters so disapproved, before the sooner to occur of the Closing or five (5) Business Days after receipt of written notice of such Additional Title Matters, Buyer shall be deemed to have approved such Additional Title Matters. Sellers shall have until three (3) Business Days after receipt of any Additional Title Disapproval Notice (“Additional Title Response Period”) to notify Buyer in writing (“Additional Title Disapproval Response”) of the Additional Title Disapproval Matters, if any, which Sellers will cure prior to Closing. Sellers’ failure to provide such Additional Title Disapproval Response shall be deemed to constitute Sellers’ election not to cure any Additional Title Disapproval Matters. If Sellers do not agree to cure all Additional Disapproved Matters, then Buyer may, at its optionsole cost, terminate order one or more boundary surveys for the Property (the “Survey”) prepared by a registered land surveyor or surveyors satisfactory to Buyer. (e) Notwithstanding anything in this Agreement upon written notice to Sellers but only if given the contrary, Seller covenants and agrees that at or prior to Closing, Seller shall (i) pay or cause to be paid in full and cause to be canceled and discharged or otherwise bond and discharge as liens against the Property all mechanics’, materialmen’s, repairmen’s, contractors’ or other similar Liens which encumber the Property as of the Effective Date created by, through or under Seller or which may be filed against the Property after the Effective Date created by, through or under Seller and on or prior to the sooner Closing Date (ii) pay or cause to occur be paid in full all past due ad valorem taxes and assessments of any kind constituting a lien against the Property which are due and payable, and (iii) pay or cause to be paid in full, or cause to be canceled and discharged all security deeds or other security instruments encumbering the property and created by or through Seller, except for the Existing Mortgages and to the extent Buyer otherwise assumes any of the Closing obligations secured by such instruments, and all judgments which have attached to and become a lien against the Property by, through or five (5) days after Buyer receives under Seller. In the Additional Title Disapproval Response, event Seller fails to cause such liens and encumbrances to be paid and canceled at or if Sellers do not provide the Additional Title Disapproval Response, five (5) days after the end of the Additional Title Response Period, in which case this Agreement shall immediately terminateprior to Closing, Buyer shall be entitled to a return of pay such amount to the Exxxxxx Money, holder thereof as may be required to pay 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 give such termination notice by such date, Buyer shall be deemed to have waived its objection tocancel same, and to have approvedcredit the amount so paid against the Purchase Price allocated to the Buyer pursuant to Section 2.3 hereof. Notwithstanding the foregoing, nothing contained in section shall limit the right of the Buyer to pursue any and all remedies provided in Section 11.2 of this Agreement as a result of Seller’s default. (f) At Closing, the matters set forth Title Insurer shall be prepared to issue a title insurance policy in Sellers’ noticeaccordance with the Title Commitment, with all endorsements reasonably required by Buyer and with coverage over any “gap” period. (g) All Title Expenses shall be paid by the parties in accordance with Section 9.4 hereof. “Title Expenses” shall include all costs and expenses of obtaining the Survey and Title Commitment, together with any endorsements required by any lender financing the Buyer’s acquisition of the Property. “Title Expenses” shall exclude any costs and expenses incurred or required to be incurred to cure any Title Defects or Required Cure Items.

Title Insurance and Survey. (a) Buyer shall notify Sellers in writing The parties have ordered commitments for leasehold owner’s policies of title insurance (the “Title Objection NoticeCommitments”) issued by 5:00 p.m. First American Title Insurance Company — Washington, D.C. National Business Office (Central time“Title Insurer”) on covering each parcel of Real Property, in which the date that is four Title Insurer shall agree to insure, in such amount as Investor deems adequate, merchantable title to the leasehold interest created by the Lease Documentation in the name of the Joint Venture, free from the Schedule B standard printed exceptions and all other exceptions except Permitted Exceptions (4as defined below) Business Days with such endorsements as the Joint Venture shall reasonably require (to include a zoning and a non-imputation endorsement) and with insurance coverage over any “gap” period. Such Title Commitments shall have attached thereto complete, legible copies of all instruments noted as exceptions therein. The Joint Venture shall pay any and all costs and expenses related to the title insurance, including all search fees, closing fees and the premium for the policy issued pursuant to the Title Commitments. (b) If (1) the Title Commitments reflect any exceptions to title other than Permitted Liens which are not acceptable to the Joint Venture, or (2) the Survey delivered to the Joint Venture pursuant to Section 7.3(d) below discloses any state of fact not acceptable to the Joint Venture, or (3) at any time prior to the date Closing, title to the Real Property is encumbered by any exception to title other than Permitted Liens which was not on the initial Title Commitments and is not acceptable to the Joint Venture (any such exception or unacceptable state of expiration fact being referred to herein as a “Title Defect”), then the Joint Venture shall, on or before the later of the end of the Due Diligence Period or ten (10) days following receipt of the Title Commitments or discovery of the Title Defect, as the case may be, give Sunrise written notice of such Title Defect (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 MatterNotice”). Such Title Notice shall include a copy of the relevant Title Commitment and copies of the exceptions. 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 exception 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 that is (i) the date it receives disclosed in the Title Response Notice making such electionCommitment, or (ii) identified on a Survey, which, in either case, is not identified as a Title Defect in the date that Sellers are Title Notice, shall be deemed to be a “Permitted Exception” for purposes of this Agreement. Sunrise shall have made such election as to such Disapproved Title Matter (the right, but not later the obligation, within ten (10) days after receipt of any such Title Notice, to notify the Joint Venture that Sunrise will take the action necessary to remove such Title Defect. If Sunrise elects to so notify the Joint Venture, then, on or before the Closing for the affected Facility, Sunrise shall provide the Joint Venture with reasonable evidence of such removal or provide title insurance over such Title Defect in form satisfactory to the Joint Venture. Notwithstanding anything contained herein to the contrary, Sunrise shall be obligated (or shall cause its Affiliates) to expend whatever sums and take whatever other steps are required to cure the following Title Defects prior to, or at, the Closing: (i) All mortgages, security deeds, other security instruments or other monetary liens encumbering the Real Property, other than the expiration Senior Financing; (ii) All past due ad valorem taxes and assessments of any kind, whether or not of record, which constitute, or may constitute, a lien against the Due Diligence Period)Real Property; and (iii) Judgments against Sunrise (which do not result from acts or omissions on the part of Investor) which have attached to and become a lien against the Real Property. (c) In the event Sunrise does not notify the Joint Venture, within which such ten (10) day period, that Sunrise will cure any Title Defect, the Joint Venture shall have the option to notify Sellers (i) waive any Title Defect and proceed to Closing for such Facility or (ii) delete such Facility from this Agreement. If Sunrise notifies the Joint Venture that Sunrise will cure any Title Defect but fails to do so, or if Sunrise is obligated to cure a Title Defect pursuant to subparagraph (b) above and fails to do so, the Joint Venture shall have the right, in writing that Buyer elects addition to either the rights described in the preceding sentence, to: (x) nevertheless accept have the condition Investor pay a sum on behalf of title the Joint Venture (up to a maximum of $10,000 per Facility) necessary to cure the Real Property subject Title Defect and have the Investor deduct such amount from the Contribution to such Disapproved Title Matterbe made by the Investor on the relevant Closing Date, or (y) terminate this Agreement. If Buyer makes the election set forth pursue any and all remedies provided in clause (y) above, then Section 11.2 of this Agreement as a result of Sunrise’s default. Such maximum sum shall immediately terminate, Buyer shall be entitled to not apply in the case of liens of a return of the Exxxxxx Money, and Sellers and Buyer shall have no further rights or obligations hereunder, except for the provisions hereof liquidated amount 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) aboveare not being disputed by Sunrise. (bd) Approval by Buyer of any additional material, adverse title exceptions, defects, encumbrances or other title matters first disclosed in writing after the Title Review Period (“Additional Title Matters”) shall be a condition precedent to Buyer’s obligations to purchase the Assets (Buyer hereby agreeing that its approval of Additional Title Matters shall not be unreasonably withheld). Unless Buyer gives written notice (“Additional Title Disapproval Notice”) that it disapproves any Additional Title Matters, stating the Additional Title Matters so disapproved, before the sooner to occur of the Closing or five (5) Business Days after receipt of written notice of such Additional Title Matters, Buyer shall be deemed to have approved such Additional Title Matters. Sellers shall have until three (3) Business Days after receipt of any Additional Title Disapproval Notice (“Additional Title Response Period”) to notify Buyer in writing (“Additional Title Disapproval Response”) of the Additional Title Disapproval Matters, if any, which Sellers will cure prior to Closing. Sellers’ failure to provide such Additional Title Disapproval Response shall be deemed to constitute Sellers’ election not to cure any Additional Title Disapproval Matters. If Sellers do not agree to cure all Additional Disapproved Matters, then Buyer may, at its option, terminate this Agreement upon written notice to Sellers but only if given prior to the sooner to occur of the Closing or five (5) days after Buyer receives the Additional Title Disapproval Response, or if Sellers do not provide the Additional Title Disapproval Response, Within five (5) days after the end of the Additional Title Response Period, in which case 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 execution of this Agreement, Sunrise, at its expense (to be reimbursed by the Joint Venture at the Closing for the relevant Facility if such Closing takes place), may order boundary surveys for each parcel of the Real Property (the “Survey” or “Surveys”) prepared by a registered land surveyor or surveyors satisfactory to the Joint Venture. If Buyer fails The Surveys, if they are ordered, shall (1) be completed in accordance with reasonable survey requirements, and shall be certified to give such termination notice Sunrise, the Joint Venture, and the Title Insurer by such datesurveyor; (2) have one perimeter description for the Real Property on which each of the applicable Facilities are located; (3) show all easements, Buyer rights-of-way, setback lines, encroachments and other matters affecting the use or development of the Real Property; and (4) disclose on the face thereof the gross and net acreage of each parcel of Real Property. (e) At Closing, the Title Insurer shall be deemed prepared to have waived its objection toissue Title Policies in accordance with the Title Commitments, with all endorsements (to include zoning endorsements) included and to have approved, the matters set forth in Sellers’ noticewith coverage over any “gap” period.

Title Insurance and Survey. (a) Seller has provided Buyer shall notify Sellers in writing with a commitment for an owner’s policy of title insurance (the “Title Objection NoticeCommitment”) issued by 5:00 p.m. (Central time) on the date that is four (4) Business Days prior Title Insurer covering fee simple title to the date of expiration Property, in which the Title Insurer shall agree to insure, in the amount of the Due Diligence Period Purchase Price, good and indefeasible title to the Property free from the Schedule B standard printed exceptions and all other exceptions except for (the i) exceptions which, under applicable state rules and regulations, cannot be deleted or modified and (ii) Permitted Exceptions, with such endorsements as Buyer shall reasonably require and with insurance coverage over any “Title Review Period”gap” period. Seller shall provide, or cause to be provided, to Buyer complete, legible copies of all instruments noted as exceptions therein, and shall be delivered promptly to Buyer upon receipt by Seller. (b) as to which matters, if any, within If (i) any of the Title Commitments and reflect any exceptions to title other than Permitted Exceptions (other than exceptions which survey matters (including matters disclosed in any Survey or any update theretoconstitute Permitted Exceptions pursuant to Section A.7.5(b)(iii) below) which 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 electiondiscretion, or (ii) the date that Sellers are deemed Survey to have made be obtained by Buyer pursuant to Section 7.5(e) below discloses anything not acceptable to Buyer in Buyer’s sole discretion, or (iii) at any time prior to the Closing, title to Seller’s interests in the Property is encumbered by any exception to title other than Permitted Exceptions (other than exceptions which constitute Permitted Exceptions pursuant to Section A.7.5(b)(iii) below), which was not on the initial Title Commitment for the Property and is not acceptable to Buyer in Buyer’s sole discretion (any such election exception or unacceptable statement of fact being referred to herein as to such Disapproved a “Title Matter Defect”), then Buyer shall, on or before the later of ten (but not later than 10) days after the expiration Effective Date, or ten (10) days after receipt of the Due Diligence Periodupdated Title Commitment, as the case may be, give Seller written notice of such Title Defect (the “Title Notice”), within which . Such Title Notice shall include a copy of the relevant Title Commitment and copies of the exceptions. Any exception to notify Sellers in writing title that Buyer elects to either is (x) nevertheless disclosed in the Title Commitment, or (y) identified on a Survey, which, in either case, is not identified as a Title Defect in the Title Notice, shall be deemed to be a “Permitted Exception” for purposes of this Agreement. Seller shall have the right, but not the obligation, within ten (10) days after receipt of any such Title Notice, to notify Buyer that Seller will take the action necessary to remove such Title Defect. If Seller elects to so notify Buyer, then, on or before the earlier of (a) ten (10) days after receipt of such Title Notice, or (b) the Closing, Seller shall provide Buyer with reasonable evidence of such removal. Notwithstanding anything contained herein to the contrary, the following items (the “Required Cure Items”) must be cured prior to or at Closing (with Seller having the right to apply the portion of the Purchase Price allocated to either such party pursuant to Section 2.3 hereof, or a portion thereof, for such purpose): (w) the encroachment of the building over the setback as reflected on the survey and in the Title Notice, (x) all mortgages, security deeds, and other security instruments, (y) all past Taxes, and (z) all judgments against the Seller which may constitute a Lien against the Property. (c) In the event Buyer timely gives a Title Notice to Seller and the Title Defects specified therein are not cured on or before the Closing and Seller does not timely notify Buyer that Seller will remove Title Defects within the applicable time period as specified above, Buyer shall have the option, as Buyer’s sole and exclusive remedy, either to: (i) accept the condition of title to Seller’s interest in the Real Property subject to such Disapproved Title MatterDefect(s) or Required Cure Item(s), in which event such Title Defect(s) or Required Cure Item(s) shall become part of the Permitted Exceptions, and to close the transaction contemplated hereby in accordance with the terms of this Agreement; or (yii) by giving Seller written notice of Buyer’s election, 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 refund of the Exxxxxx MoneyXxxxxxx Money Deposit (less the Independent Contract Consideration), and Sellers and Buyer in which event no party shall have no any further rights or obligations to the other hereunder, except for such rights and obligations that, by the provisions hereof that expressly express terms hereof, 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. (b) Approval by Buyer of any additional material, adverse title exceptions, defects, encumbrances or other title matters first disclosed in writing after the Title Review Period (“Additional Title Matters”) shall be a condition precedent to Buyer’s obligations to purchase the Assets (Buyer hereby agreeing that its approval of Additional Title Matters shall not be unreasonably withheld). Unless Buyer gives written notice (“Additional Title Disapproval Notice”) that it disapproves any Additional Title Matters, stating the Additional Title Matters so disapproved, before the sooner to occur of the Closing or five (5) Business Days after receipt of written notice of such Additional Title Matters, Buyer shall be deemed to have approved such Additional Title Matters. Sellers shall have until three (3) Business Days after receipt of any Additional Title Disapproval Notice (“Additional Title Response Period”) to notify Buyer in writing (“Additional Title Disapproval Response”) of the Additional Title Disapproval Matters, if any, which Sellers will cure prior to Closing. Sellers’ failure to provide such Additional Title Disapproval Response shall be deemed to constitute Sellers’ election not to cure any Additional Title Disapproval Matters. If Sellers do not agree to cure all Additional Disapproved Matters, then Buyer may, at its option, terminate this Agreement upon written notice to Sellers but only if given prior to the sooner to occur of the Closing or five (5) days after Buyer receives the Additional Title Disapproval Response, or if Sellers do not provide the Additional Title Disapproval Response, five (5) days after the end of the Additional Title Response Period, in which case 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 give notice of its election of option (ii) within fifteen (15) days after receipt by Seller of the Title Notice, Buyer will be deemed to have accepted such Title Defect(s) or Required Cure Item(s) as Permitted Exceptions. However, if the Closing is extended pursuant to Section 9.1(b), Buyer obtains an updated Title Commitment reflecting additional items not reflected on the original Title Commitment and Buyer provides an updated Title Notice to Seller with respect to such additional items, then if Buyer fails to give notice of its election of option (ii) above within fifteen (15) days after receipt by Seller of such updated Title Notice, Buyer will be deemed to have accepted such Title Defect(s) or Required Cure Item(s) as Permitted Exceptions. Notwithstanding the foregoing, nothing contained in section shall limit the right of the Buyer to pursue any and all remedies provided in Section 11.2 of this Agreement as a result of Seller’s default other than with respect to this subsection (c). If the Title Defect is the encroachment of the building over the setback as identified on the survey and in the Title Notice and so long as either of the parties is actively pursuing the correction of such defect, then the fifteen (15) day period provided for above in this paragraph shall, with respect to such Title Defect only, be extended during the time when either such party is pursuing such correction, not to exceed the Extended Closing Date. Both parties agree to use their best efforts in pursuing the correction of such Title Defect. (d) In the event (x) Buyer timely gives a Title Notice to Seller, and Seller gives timely notice that Seller will cure and remove Title Defects, and such Title Defects specified therein are not cured on or before the Closing, or (y) if Seller does cure and remove a Required Cure Item on or before the Closing, Buyer shall have the option, as Buyer’s sole and exclusive remedy, either to: (i) accept Seller’s interest in the Real Property subject to such Title Defect(s) or Required Cure Item(s), in which event such Title Defect(s) or Required Cure Item(s) shall become part of the Permitted Exceptions, and to close the transaction contemplated hereby in accordance with the terms of this Agreement; (ii) by giving Seller written notice of Buyer’s election, pay any sum necessary to cure the Title Defect(s) Seller agreed to cure and remove or the Required Cure Item(s), as applicable, and deduct such amount from the Purchase Price in an amount not to exceed $150,000; or (iii) by giving Seller written notice of Buyer’s election, terminate this Agreement and receive a refund of the Xxxxxxx Money Deposit (less the Independent Contract Consideration), in which event no party shall have any further rights or obligations to the other hereunder, except for such rights and obligations that, by the express terms hereof, survive any termination of this Agreement. If Buyer fails to give notice of its election of option (ii) or (iii) within fifteen (15) days after receipt by Seller of the Title Notice, Buyer will be deemed to have accepted such Title Defect(s) or Required Cure Item(s) as Permitted Exceptions. However, if the Closing is extended pursuant to Section 9.1(b), Buyer obtains an updated Title Commitment reflecting additional items not reflected on the original Title Commitment and Buyer provides an updated Title Notice to Seller with respect to such additional items, then if Buyer fails to give notice of its election of option (ii) or (iii) above within fifteen (15) days after receipt by Seller of such updated Title Notice, Buyer will be deemed to have accepted such Title Defect(s) or Required Cure Item(s) as Permitted Exceptions. Notwithstanding the foregoing, nothing contained in section shall limit the right of the Buyer to pursue any and all remedies provided in Section 11.2 of this Agreement as a result of Seller’s default other than with respect to (x), (y), or (z) above in this subsection (d). If the Title Defect is the encroachment of the building over the setback as identified on the survey and in the Title Notice and so long as either of the parties is actively pursuing the correction of such defect, then the fifteen (15) day period provided for above in this paragraph shall, with respect to such Title Defect only, be extended during the time when either such party is pursuing such correction, not to exceed the Extended Closing Date. Both parties agree to use their best efforts in pursuing the correction of such Title Defect. (e) Seller has previously provided Buyer with copies of the most current existing boundary survey for the Property. Buyer may order one or more boundary surveys for the Property (the “Survey”) prepared by a registered land surveyor or surveyors satisfactory to Buyer. Each Survey shall (i) be completed in accordance with Buyer’s reasonable survey requirements, and shall be certified to Buyer, the Title Insurer and any Lender of Buyer by such datesurveyor; (ii) have one perimeter description for the Property; (iii) show all easements, rights-of-way, setback lines, encroachments and other matters affecting the use or development of the Property; and (iv) disclose on the face thereof the gross and net acreage of the Property. It is agreed that Buyer's failure to obtain such Survey shall not extend the time within which Buyer shall give the Title Notice as provided above, and Buyer shall not be entitled to object to any matter subject to the receipt of the Survey. In the event Buyer obtains a Survey of the Property other than the Survey provided by Seller to Buyer, Buyer shall provide a copy of such Survey to Seller promptly after Buyer's receipt of same. (f) Notwithstanding anything in this Agreement to the contrary, Seller covenants and agrees that at or prior to Closing, Seller shall (i) pay or cause to be paid in full or cause to be canceled and discharged or otherwise bond and discharge as liens against the Property all mechanics’, materialmen’s, repairmen’s, contractors’ or other similar Liens which encumber the Property as of the Effective Date created by, through or under Seller or which may be filed against the Property after the Effective Date created by, through or under Seller and on or prior to the Closing (ii) pay or cause to be paid in full all past due ad valorem taxes and assessments of any kind constituting a lien against the Property which are due and payable, and (iii) pay or cause to be paid in full, or cause to be canceled and discharged all security deeds or other security instruments encumbering the property and created by or through Seller, except to the extent Buyer assumes any of the obligations secured by such instruments, and all judgments which have attached to and become a lien against the Property by, through or under Seller. In the event Seller fails to cause such liens and encumbrances to be paid or released at or prior to Closing, Buyer shall be deemed entitled to have waived its objection to, and to have approvedthe remedies provided for in A.7.5(c). (g) At Closing, the matters set forth Title Insurer shall be prepared to issue a title insurance policy in Sellers’ noticeaccordance with the Title Commitment, with all endorsements reasonably required by Buyer and with coverage over any “gap” period. (h) Title expenses shall be paid by the parties in accordance with Section 9.4 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. (b) Approval by Buyer of any additional material, adverse title exceptions, defects, encumbrances or other title matters first disclosed in writing after the Title Review Period (“Additional Title Matters”) shall be a condition precedent to Buyer’s obligations to purchase the Assets (Buyer hereby agreeing that its approval of Additional Title Matters shall not be unreasonably withheld). Unless Buyer gives written notice (“Additional Title Disapproval Notice”) that it disapproves any Additional Title Matters, stating the Additional Title Matters so disapproved, before the sooner to occur of the Closing or five (5) Business Days after receipt of written notice of such Additional Title Matters, Buyer shall be deemed to have approved such Additional Title Matters. Sellers shall have until three (3) Business Days after receipt of any Additional Title Disapproval Notice (“Additional Title Response Period”) to notify Buyer in writing (“Additional Title Disapproval Response”) of the Additional Title Disapproval Matters, if any, which Sellers will cure prior to Closing. Sellers’ failure to provide such Additional Title Disapproval Response shall be deemed to constitute Sellers’ election not to cure any Additional Title Disapproval Matters. If Sellers do not agree to cure all Additional Disapproved Matters, then Buyer may, at its option, terminate this Agreement upon written notice to Sellers but only if given prior to the sooner to occur of the Closing or five (5) days after Buyer receives the Additional Title Disapproval Response, or if Sellers do not provide the Additional Title Disapproval Response, five (5) days after the end of the Additional Title Response Period, in which case 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 give such termination notice by such date, Buyer shall be deemed to have waived its objection to, and to have approved, the matters set forth in Sellers’ notice.

Title Insurance and Survey. (a) Buyer shall notify Sellers in writing A. Purchaser shall, at Purchaser’s expense, secure a commitment for an ALTA owners form of title insurance policy (the “Title Objection NoticeCommitment”) issued by 5:00 p.m. the Title Insurer in the amount of the Purchase Price with extended coverage showing Purchaser as the proposed insured subject only to Permitted Exceptions (Central time) on the date that is four (4) Business Days prior hereinafter defined), and acts done or suffered by or judgments against Purchaser, but with extended coverage as 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 general exceptions otherwise contained 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 said form 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) aboveinsurance policy. (b) Approval by Buyer of any additional material, adverse title exceptions, defects, encumbrances or other title matters first disclosed in writing after the Title Review Period (“Additional Title Matters”) shall be a condition precedent to Buyer’s obligations to purchase the Assets (Buyer hereby agreeing that its approval of Additional Title Matters shall not be unreasonably withheld). Unless Buyer gives written notice (“Additional Title Disapproval Notice”) that it disapproves any Additional Title Matters, stating the Additional Title Matters so disapproved, before the sooner to occur of the Closing or five (5) Business Days after receipt of written notice of such Additional Title Matters, Buyer shall be deemed to have approved such Additional Title Matters. Sellers shall have until three (3) Business Days after receipt of any Additional Title Disapproval Notice (“Additional Title Response Period”) to notify Buyer in writing (“Additional Title Disapproval Response”) of the Additional Title Disapproval Matters, if any, which Sellers will cure prior to Closing. Sellers’ failure to provide such Additional Title Disapproval Response shall be deemed to constitute Sellers’ election not to cure any Additional Title Disapproval Matters. If Sellers do not agree to cure all Additional Disapproved Matters, then Buyer may, at its option, terminate this Agreement upon written notice to Sellers but only if given prior to the sooner to occur of the Closing or B. Within five (5) days after Buyer following the date on which Purchaser receives the Additional Title Disapproval ResponseCommitment, or if Sellers do not provide Purchaser shall deliver to Seller written notice of any objection to those exceptions, other than Permitted Exceptions, to which Purchaser objects (collectively, the Additional Title Disapproval Response, "Unpermitted Exceptions"). If Purchaser fails to deliver that notice of objection to Seller within said five (5) days after the end of the Additional Title Response Periodday period, in which case 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 give such termination notice by such date, Buyer Purchaser shall be deemed to have waived its right to object to any exceptions not included in the Permitted Exceptions, and any exceptions not so objected to by Purchaser shall hereafter be deemed a Permitted Exception. In the event the Purchaser sends notice of Unpermitted Exceptions, Seller shall notify Purchaser within five (5) days following the date of Purchaser's notice of the objection that the Unpermitted Exceptions will be removed from the Commitment or insured over by the title company pursuant to an to the or (ii) that has not to, or has failed to, have the Unpermitted Exceptions removed or insured over by the title company. If Seller notifies Purchaser that Seller has chosen not to, or has failed to, have the Unpermitted Exceptions removed or insured over within the five (5) day period, Purchaser may elect either to terminate this Contract, in which event the Exxxxxx Money shall be retained by Seller, and neither party will have any further obligations under this Contract, or to take title as it then is, which election must be made within five (5) days following the expiration of the five (5) day period. If Purchaser makes no election or firmly elects to take the title as is, then (i) the Purchaser shall be deemed to have approvedagreed to accept the title as disclosed in the Commitment without any reduction of Purchase Price; (ii) all Unpermitted Exceptions not removed from the Commitment will thenceforth be deemed Permitted Title Exceptions, and (iii) this Contract shall remain in full force and effect. Anything to the matters set forth contrary in Sellers’ noticethis Contract notwithstanding, Seller shall have no affirmative obligations hereunder to expend any funds or incur any liabilities in order to cause any title exceptions to be removed from the Commitment or insured over.

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 to have made the election set forth in clause (x) above. (b) Approval by Buyer of any additional material, adverse title exceptions, defects, encumbrances or other title matters first disclosed in writing after the Title Review Period (“Additional Title Matters”) shall be a condition precedent to Buyer’s obligations decline to purchase the Assets (Buyer hereby agreeing that its approval of Additional Title Matters shall not be unreasonably withheld). Unless Buyer gives written notice (“Additional Title Disapproval Notice”) that it disapproves any Additional Title Matters, stating the Additional Title Matters such Lot so disapproved, before the sooner to occur of the Closing or five (5) Business Days after receipt of written notice of such Additional Title Matters, Buyer shall be deemed to have approved such Additional Title Matters. Sellers shall have until three (3) Business Days after receipt of any Additional Title Disapproval Notice (“Additional Title Response Period”) to notify Buyer in writing (“Additional Title Disapproval Response”) of the Additional Title Disapproval Matters, if any, which Sellers will cure prior to Closing. Sellers’ failure to provide such Additional Title Disapproval Response shall be deemed to constitute Sellers’ election not to cure any Additional Title Disapproval Matters. If Sellers do not agree to cure all Additional Disapproved Matters, then Buyer may, at its option, terminate this Agreement upon written notice to Sellers but only if given prior to the sooner to occur of the Closing or five (5) days after Buyer receives the Additional Title Disapproval Response, or if Sellers do not provide the Additional Title Disapproval Response, five (5) days after the end of the Additional Title Response Period, in which case 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 give such termination notice by such date, Buyer shall be deemed to have waived its objection to, and to have approved, the matters set forth in Sellers’ noticeaffected.

Title Insurance and Survey. (a) Within fifteen (15) days of the Effective Date, Buyer shall notify Sellers in writing provide Buyer and Seller with the following: (i) an ALTA Form B Title Insurance Commitment (the “"COMMITMENT") issued by First American Title Objection Notice”("TITLE COMPANY"), whereby the Title Company agrees to issue an ALTA Form B owner's policy of title insurance ("TITLE POLICY") by 5:00 p.m. (Central time) on in the date that is four (4) Business Days prior to the date of expiration amount 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 SurveysPurchase Price at Closing, and any matter that would be disclosed by a current, accurate survey (ii) hard copies of any Real Property that Buyer fails all exceptions to so disapprove title set forth 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 Commitment. (b) will not cause such Disapproved Title Matter to be removed from title to Buyer shall have 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 Sellerright, 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 Buyer's sole cost and expense, to obtain an up to date survey of the Property (certified to a date after the Effective Date) which survey shall be certified to the Buyer, Seller, Title Company, Lender and insuring Buyer against each of Buyer's and Seller's respective legal counsel ("SURVEY"). (c) From and after the expiration of the Inspection Period, all title and survey matters affecting the Property, other than (a) any Disapproved Title Matter liens or encumbrances resulting from Seller's actions, and (or b) any “Additional Title Matter” as defined belowother title matters that Seller has expressly agreed in writing to cure within five (5) business days following the expiration of the Inspection Period, shall be deemed a removal thereof from title to the Real Propertybe accepted by Buyer ("Permitted Exceptions"). If Sellers make any title matter arises after the effective date of the Commitment or expiration of the Inspection Period (and prior to Closing) that results in any liens or are deemed encumbrances on the Property resulting from Seller's actions or those of occupants of the Property or that would render title unmarketable, then, within ten (10) days after Buyer has written notice of same, Buyer may notify Seller in writing, specifying Buyer's objection to have madesuch title matter. If Seller does not cure such title matter within thirty (30) days after receipt of Buyer's written notice (the election in clause (b) above as to any Disapproved Title Matter"TITLE CURE PERIOD"), then Buyer shall have two the option, to be exercised by giving written notice to Seller within ten (210) Business Days from the earlier of (i) the date it receives days after 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 Cure Period of the Due Diligence Period), within which to notify Sellers in writing that Buyer elects to either (x) nevertheless accept the condition of accepting title to the Real Property subject to such Disapproved Title Matter, as it then exists without any reduction of the Purchase Price or (y) terminate terminating this Agreement. If Buyer makes In the election set forth in clause (y) aboveevent of such termination, then the Deposit, together with all interest thereon, shall be refunded to Buyer, all obligations of the parties hereto shall cease, and this Agreement shall immediately terminate, Buyer shall be entitled void and without recourse to a return of the Exxxxxx Money, and Sellers and Buyer shall have no further rights or obligations hereunder, parties hereto except for the with respect to provisions hereof that expressly which specifically survive termination of this Agreementtermination. 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. (b) Approval by Buyer of any additional material, adverse title exceptions, defects, encumbrances or other title matters first disclosed in writing after the Title Review Period (“Additional Title Matters”) shall be a condition precedent to Buyer’s obligations to purchase the Assets (Buyer hereby agreeing that its approval of Additional Title Matters shall does not be unreasonably withheld). Unless Buyer gives written notice (“Additional Title Disapproval Notice”) that it disapproves any Additional Title Matters, stating the Additional Title Matters so disapproved, before the sooner to occur of the Closing or five (5) Business Days after receipt of give written notice of termination within such Additional Title Matters10-day period, Buyer shall be deemed to have approved elected to accept title to the Property as it then exists without any reduction of the Purchase Price. Seller agrees to remove by payment, bonding or otherwise any lien against the Property capable of removal by the payment of money or bonding, unless such Additional Title Matters. Sellers shall have until three lien is accepted (3or deemed accepted) Business Days after receipt of any Additional Title Disapproval Notice (“Additional Title Response Period”) to notify by Buyer in writing (“Additional Title Disapproval Response”) of the Additional Title Disapproval Matters, if any, which Sellers will cure prior to Closing. Sellers’ failure to provide such Additional Title Disapproval Response shall be deemed to constitute Sellers’ election not to cure any Additional Title Disapproval Matters. If Sellers do not agree to cure all Additional Disapproved Matters, then Buyer may, at its option, terminate accordance with this Agreement upon written notice to Sellers but only if given prior to the sooner to occur of the Closing or five (5) days after Buyer receives the Additional Title Disapproval Response, or if Sellers do not provide the Additional Title Disapproval Response, five (5) days after the end of the Additional Title Response Period, in which case 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 give such termination notice by such date, Buyer shall be deemed to have waived its objection to, and to have approved, the matters set forth in Sellers’ noticelien is caused solely from Seller's actions.

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 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. (b) Approval by Buyer of any additional material, adverse title exceptions, defects, encumbrances or other title matters first disclosed in writing after the Title Review Period (“Additional Title Matters”) shall be a condition precedent to Buyer’s obligations to purchase the Assets (Buyer hereby agreeing that its approval of Additional Title Matters shall not be unreasonably withheld). Unless Buyer gives written notice (“Additional Title Disapproval Notice”) that it disapproves any Additional Title Matters, stating the Additional Title Matters so disapproved, before the sooner to occur of the Closing or five (5) Business Days after receipt of written notice of such Additional Title Matters, Buyer shall be deemed to have approved such Additional Title Matters. Sellers shall have until three (3) Business Days after receipt of any Additional Title Disapproval Notice (“Additional Title Response Period”) to notify Buyer in writing (“Additional Title Disapproval Response”) of the Additional Title Disapproval Matters, if any, which Sellers will cure prior to Closing. Sellers’ failure to provide such Additional Title Disapproval Response shall be deemed to constitute Sellers’ election not to cure any Additional Title Disapproval Matters. If Sellers do not agree to cure all Additional Disapproved Matters, then Buyer may, at its option, at any time prior to such removal or receipt of such reasonable written assurances, terminate this Agreement upon written by giving notice of such termination to Sellers but only if given prior Seller. On such termination Closing Agent shall refund the Deposit and all interest accrued thereon to the sooner to occur Buyer and all rights and obligations of the Closing or five (5) days after Seller and Buyer receives the Additional Title Disapproval Response, or if Sellers do not provide the Additional Title Disapproval Response, five (5) days after the end of the Additional Title Response Period, in which case 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 give such termination notice the preliminary commitment, dated as of the closing date and insuring Buyer in the amount of the purchase price against loss or damage by such date, 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 waived its objection to, has not disapproved of as provided herein; and to have approved, the matters set forth in Sellers’ noticereal property taxes and assessments that are not delinquent.

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 in clause (x) above. (b) Approval by Buyer of any additional material, adverse title exceptions, defects, encumbrances or other title matters first disclosed in writing after the Title Review Period (“Additional Title Matters”) shall be a condition precedent to Buyer’s obligations to purchase the Assets (Buyer hereby agreeing that its approval of Additional Title Matters shall not be unreasonably withheld). Unless Buyer gives written notice (“Additional Title Disapproval Notice”) that it disapproves any Additional Title Matters, stating the Additional Title Matters so disapproved, before the sooner to occur form and substance of the Closing or five Survey and all matters shown thereon (5) Business Days after receipt of written notice of such Additional Title Matters, Buyer shall be deemed to have approved such Additional Title Matters. Sellers shall have until three (3) Business Days after receipt of any Additional Title Disapproval Notice (“Additional Title Response Period”) to notify Buyer in writing (“Additional Title Disapproval Response”) of the Additional Title Disapproval Matters, if any, which Sellers will cure prior to Closing. Sellers’ failure to provide such Additional Title Disapproval Response shall be deemed to constitute Sellers’ election not to cure any Additional Title Disapproval Matters. If Sellers do not agree to cure all Additional Disapproved Matters, then Buyer may, at its option, terminate this Agreement upon written notice to Sellers but only if given prior to the sooner to occur of the Closing or five (5) days after Buyer receives the Additional Title Disapproval Response, or if Sellers do not provide the Additional Title Disapproval Response, five (5) days after the end of the Additional Title Response Period, in which case 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 Purchaser's Survey Objections if same are timely raised) and such matters shall be included in the term "Permitted Exceptions" as used herein. The parties hereby acknowledge that expressly survive termination the twenty (20) day 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. If Buyer fails to give such termination notice by such date, Buyer shall be deemed to have waived its objection to, and to have approved, the matters set forth in Sellers’ notice.

Title Insurance and Survey. (a) Within five (5) days after the execution of this Agreement, Buyer shall notify Sellers in writing order commitments for owner’s policies of title insurance (the “Title Objection NoticeCommitment”) issued by 5:00 p.m. the Title Insurer covering fee simple title to the Real Property, in which the Title Insurer shall agree to insure, in such amount as Buyer deems adequate (Central timebut not to exceed the Purchase Price), merchantable title to such interests free from the Schedule B standard printed exceptions and all other exceptions except for (i) on exceptions which, under applicable state rules and regulations, cannot be deleted or modified and (ii) Permitted Exceptions, with such endorsements as Buyer shall reasonably require and with insurance coverage over any “gap” period. Such Title Commitments shall have attached thereto complete, legible copies of all instruments noted as exceptions therein, and shall be delivered promptly to Buyer upon receipt by Seller. Buyer shall furnish Seller with a copy of the date that is four title commitment and attachments, and all subsequent revisions thereof, promptly upon receipt of same. (4b) Business Days If (i) any of the Title Commitments reflect any exceptions to title other than Permitted Liens which are not acceptable to Buyer in Buyer’s sole discretion, or (ii) the Survey below discloses anything not acceptable to Buyer in Buyer’s sole discretion, or (iii) at any time prior to the date Closing, title to Seller’s interests in the Property is encumbered by any exception to title other than Permitted Liens, which was not on the initial Title Commitment for the Property and is not acceptable to Buyer in Buyer’s sole discretion (any such exception or unacceptable statement of expiration fact being referred to herein as a “Title Defect”), then Buyer shall, on or before the earlier of fifteen (15) days before the end of the Due Diligence Period or ten (10) days following receipt of such Title Commitment, as the case may be, give Seller written notice of such Title Defect (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 MatterNotice”). Such Title Notice shall include a copy of the relevant Title Commitment and copies of the exceptions. Any matter within exception to title that is (x) disclosed in the Title CommitmentsCommitment, or (y) identified on a Survey, which, in either case, is not identified as a Title Defect in the Title Notice, shall be deemed to be a “Permitted Exception” for purposes of this Agreement. Seller shall, within ten (10) days after receipt of any such Title Notice, notify Buyer whether Seller will take the action necessary to remove the Title Defects. On or before the Closing, Seller shall provide Buyer with reasonable evidence of removal of the items it notifies Buyer that it will cure (the “Agreed Upon Title Defects”). Notwithstanding anything contained herein to the contrary, the Surveysfollowing items (the “Required Cure Items”) must be cured prior to or at Closing (with Seller having the right to apply the portion of the Purchase Price allocated to either such party pursuant to Section 2.3 hereof, or a portion thereof, for such purpose): (w) all mechanics’, materialmen’s, repairmen’s, contractors’ or other similar Liens which encumber the Property as of the Effective Date created by, through or under Seller or which may be filed against the Property after the Effective Date created by, through or under Seller 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 on or prior to the Closing Date (with Seller having the right to cure such mechanics’, materialmen’s, repairmen’s, contractors’ or other similar Liens by bonding around the same), (x) all mortgages, security deeds, and other security instruments, (y) all past Taxes, and (z) all judgments which have attached to and become a lien against the Property by, through, or under Seller. (c) In the event (x) the Agreed Upon Title Review Period shall be conclusively deemed to have been approved by Buyer. If Buyer timely delivers Defects specified are not cured on or before the Closing, (y) 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 Required Cure Item is not cured on or before the Closing, or (bz) if Seller does not timely notify Buyer that Seller will not cause remove Title Defects within the ten (10) days as specified above (in which case Buyer shall make its election pursuant to this subsection (c) prior to five (5) days following the date of 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 periodNotice), 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 option to: (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 accept Seller’s interest in writing that Buyer elects to either (x) nevertheless accept the condition of title to the Real Property subject to such Disapproved Title MatterDefect(s) or Required Cure Item(s), in which event such Title Defect(s) or Required Cure Item(s) shall become part of the Permitted Exceptions, and to close the transaction contemplated hereby in accordance with the terms of this Agreement; (yii) pay up to $150,000.00 to cure any Agreed Upon Title Defects or any Required Cure Items and deduct any amount so paid from the Purchase Price; (iii) by giving Seller written notice of Buyer’s election, 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 refund of the Exxxxxx MoneyMoney Deposit, and Sellers and Buyer in which event no party shall have no any further rights or obligations to the other hereunder, except for such rights and obligations that, by the provisions hereof that expressly express terms hereof, survive any termination of this Agreement. If Buyer fails elects to notify Sellers in writing proceed with the Closing without giving notice of its election within said two of this option (2) Business Days periodii), then Buyer shall it will be deemed to have made accepted such Title Defect(s) or Required Cure Item(s)as Permitted Exceptions. Notwithstanding the election set forth foregoing, nothing contained in clause (x) abovethis Section 7.6 shall limit the right of the Buyer to pursue any and all remedies provided in Section 11.2 of this Agreement as a result of Seller’s default. (bd) Approval by Buyer of any additional materialNotwithstanding anything in this Agreement to the contrary, adverse title exceptions, defects, encumbrances Seller covenants and agrees that at or other title matters first disclosed in writing after the Title Review Period (“Additional Title Matters”) shall be a condition precedent to Buyer’s obligations to purchase the Assets (Buyer hereby agreeing that its approval of Additional Title Matters shall not be unreasonably withheld). Unless Buyer gives written notice (“Additional Title Disapproval Notice”) that it disapproves any Additional Title Matters, stating the Additional Title Matters so disapproved, before the sooner to occur of the Closing or five (5) Business Days after receipt of written notice of such Additional Title Matters, Buyer shall be deemed to have approved such Additional Title Matters. Sellers shall have until three (3) Business Days after receipt of any Additional Title Disapproval Notice (“Additional Title Response Period”) to notify Buyer in writing (“Additional Title Disapproval Response”) of the Additional Title Disapproval Matters, if any, which Sellers will cure prior to Closing. Sellers, Seller shall (i) pay or cause to be paid in full and cause to be canceled and discharged or otherwise bond and discharge as liens against the Property all mechanics’, materialmen’s, repairmen’s, contractors’ failure to provide such Additional Title Disapproval Response shall or other similar Liens which encumber the Property as of the Effective Date created by, through or under Seller or which may be deemed to constitute Sellers’ election not to cure any Additional Title Disapproval Matters. If Sellers do not agree to cure all Additional Disapproved Mattersfiled against the Property after the Effective Date created by, then Buyer may, at its option, terminate this Agreement upon written notice to Sellers but only if given through or under Seller and on or prior to the sooner Closing Date (ii) pay or cause to occur be paid in full all past due ad valorem taxes and assessments of any kind constituting a lien against the Property which are due and payable, and (iii) pay or cause to be paid in full, or cause to be canceled and discharged all security deeds or other security instruments encumbering the property and created by or through Seller, except to the extent Buyer otherwise assumes any of the Closing obligations secured by such instruments, and all judgments which have attached to and become a lien against the Property by, through or five (5) days after Buyer receives under Seller. In the Additional Title Disapproval Response, event Seller fails to cause such liens and encumbrances to be paid and canceled at or if Sellers do not provide the Additional Title Disapproval Response, five (5) days after the end of the Additional Title Response Period, in which case this Agreement shall immediately terminateprior to Closing, Buyer shall be entitled to a return of pay such amount to the Exxxxxx Money, holder thereof as may be required to pay 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 give such termination notice by such date, Buyer shall be deemed to have waived its objection tocancel same, and to have approvedcredit the amount so paid against the Purchase Price allocated to the Buyer pursuant to Section 2.3 hereof. Notwithstanding the foregoing, nothing contained in this Section 7.6 shall limit the right of the Buyer to pursue any and all remedies provided in Section 11.2 of this Agreement as a result of Seller’s default. (e) At Closing, the matters set forth Title Insurer shall be prepared to issue a title insurance policy in Sellers’ noticeaccordance with the Title Commitment, with all endorsements reasonably required by Buyer and with coverage over any “gap” period. (f) All Title Expenses shall be paid by the parties in accordance with Section 9.4 hereof. “Title Expenses” shall include all costs and expenses of obtaining the Survey and Title Commitment, together with any endorsements required by any lender financing the Buyer’s acquisition of the Property. “Title Expenses” shall exclude any costs and expenses incurred or required to be incurred to cure any Title Defects or Required Cure Items.

Title Insurance and Survey. (a) Within five (5) days after the execution of this Agreement, Buyer shall notify Sellers in writing order commitments for owner’s policies of title insurance (the “Title Objection Commitment”) issued by the Title Company, as agent for First American Title Insurance Company, covering fee simple title to the Property. Such Title Commitments shall have attached thereto complete, legible copies of all instruments noted as exceptions therein, and shall be delivered promptly to Buyer upon receipt by Seller. Buyer shall furnish Seller with a copy of the title commitment and attachments, and all subsequent revisions thereof, promptly upon receipt of same. (b) If (i) either of the Title Commitments reflect any exceptions to title other than Permitted Encumbrances which are not acceptable to Buyer in Buyer’s sole discretion, or (ii) the Survey to be obtained by Buyer pursuant to Section 3.6(d) below discloses anything not acceptable to Buyer in Buyer’s sole discretion, (any such exception or unacceptable statement of fact being referred to herein as a “Title Defect”), then Buyer shall give Seller written notice of such Title Defect within ten (10) days of Buyer’s receipt of such Title Commitment (the “Title Notice”) by 5:00 p.m. (Central time) on ). The Title Notice shall include a copy of the date relevant Title Commitment and copies of the exceptions. Any exception to title that is four (4x) Business Days disclosed in the Title Commitment, or (y) identified on a Survey, which, in either case, is not identified as a Title Defect in the Title Notice, shall be irrevocably deemed to be a “Permitted Encumbrance” for purposes of this Agreement (collectively, “Permitted Encumbrances”). Seller shall have the right, but not the obligation, within ten (10) days after receipt of any such Title Notice, to notify Buyer that Seller will take the action necessary to remove such Title Defect. If Seller elects to so notify Buyer, then, on or before the Closing, Seller shall provide Buyer with reasonable evidence of such removal. Notwithstanding anything contained herein to the contrary, the following items (collectively, the “Required Cure Items”) must be cured prior to or at Closing (with Seller having the date right to apply the portion of the Purchase Price allocated to either such party pursuant to Section 2.3 hereof, or a portion thereof, for such purpose): (x) all deeds of trust, mortgages, security deeds, and other security instruments, (y) all past Taxes, the failure to pay which would result in a statutory lien being imposed upon the Real Property, and (z) all judgments against the Seller which may constitute a Encumbrance against all or part of the Property. In addition, if at any time after the expiration of the Due Diligence Period and prior to the Closing, title to Seller’s interests in the Property is encumbered by any Title Defect, which was not on the initial Title Commitment for the Property and was solely caused by the action or inaction of Seller (the collectively, “Title Review PeriodPast Effective Date Encumbrances”) 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 is not acceptable to Buyer in Buyer’s sole discretion, then Buyer shall within ten (individually10) days following receipt of actual notice thereof, give Seller a “Disapproved Title Matter”)Notice with respect to any such Past Effective Date Encumbrances. Any matter within In the Title Commitments, the Surveys, and any matter that would be disclosed by a current, accurate survey of any Real Property that event Buyer fails to so disapprove in deliver a Title Objection Notice delivered with respect to Sellers prior a Past Effective Date Encumbrance within such ten (10) day period, such Past Effective Date Encumbrance shall constitute a Permitted Encumbrance. (c) In the event (x) Buyer timely gives a Title Notice to Seller and the Title Review Period shall be conclusively deemed to have been approved by Buyer. If Buyer timely delivers Defects specified therein are not cured on or before the Closing, (y) 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 Required Cure Item is not cured on or before the Closing, or (bz) if Seller does not timely notify Buyer that Seller will not cause such Disapproved remove Title Matter Defects within the ten (10) days as specified above (in which case Buyer shall make its election pursuant to be removed from title this subsection (c) prior 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 earlier of the Closing or fifteen (at 15) days following the date of 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 MatterNotice), then Buyer shall have two (2) Business Days from the earlier of option to: (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 accept Seller’s interest in writing that Buyer elects to either (x) nevertheless accept the condition of title to the Real Property subject to such Disapproved Title MatterDefect(s) or Required Cure Item(s), in which event such Title Defect(s) or Required Cure Item(s) shall become part of the Permitted Encumbrances, and to close the transaction contemplated hereby in accordance with the terms of this Agreement; (yii) in the case of Required Cure Item(s), pay any sum necessary to cure the Required Cure Item(s) and deduct such amount from the Purchase Price; or (iii) by giving Seller written notice of Buyer’s election, 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 which event no party shall have no any further rights or obligations to the other hereunder, except for such rights and obligations that, by the provisions hereof that expressly express terms hereof, survive any termination of this Agreement. If Buyer fails elects to notify Sellers in writing proceed with the Closing without giving notice of its election within said two under paragraph (2ii) Business Days periodimmediately above or this paragraph (iii), then Buyer shall will be irrevocably deemed to have made accepted such Title Defect(s) or Required Cure Item(s) as Permitted Encumbrances. Notwithstanding the election set forth foregoing, nothing contained in clause (xthis Section 3.6(c) aboveshall limit the right of the Buyer to pursue any and all remedies provided in Section 11.2 of this Agreement as a result of Seller’s default. (bd) Approval by Seller has previously provided Buyer with copies of any additional materialexisting boundary surveys for the Property. Buyer may order one or more boundary surveys for the Property (the “Survey”) prepared by a registered land surveyor or surveyors satisfactory to Buyer. Each Survey shall (i) be completed in accordance with Buyer’s reasonable survey requirements, adverse title exceptionsand shall be certified to Buyer, defects, encumbrances or other title matters first disclosed in writing after the Title Review Period Company, First American Title Insurance Company and any Lender of Buyer by such surveyor; (“Additional Title Matters”ii) shall be a condition precedent to Buyer’s obligations to purchase have one perimeter description for the Assets Property; (Buyer hereby agreeing that its approval of Additional Title Matters shall not be unreasonably withheld). Unless Buyer gives written notice (“Additional Title Disapproval Notice”iii) that it disapproves any Additional Title Mattersshow all easements, stating rights-of-way, setback lines, encroachments and other matters affecting the Additional Title Matters so disapproved, before the sooner to occur use or development of the Closing or five Property; and (5iv) Business Days after receipt of written notice of such Additional Title Matters, Buyer shall be deemed to have approved such Additional Title Matters. Sellers shall have until three (3) Business Days after receipt of any Additional Title Disapproval Notice (“Additional Title Response Period”) to notify Buyer in writing (“Additional Title Disapproval Response”) disclose on the face thereof the gross and net acreage of the Additional Title Disapproval Matters, if any, which Sellers will cure Property. (e) Seller covenants and agrees that at or prior to Closing. Sellers, Seller shall (i) pay or cause to be paid in full and cause to be canceled and discharged or otherwise bond and discharge as Encumbrances against the Property all mechanics’, materialmen’s, repairmen’s, contractors’ failure to provide such Additional Title Disapproval Response shall or other similar Encumbrances which encumber the Property as of the Effective Date created by, through or under Seller or which may be deemed to constitute Sellers’ election not to cure any Additional Title Disapproval Matters. If Sellers do not agree to cure all Additional Disapproved Mattersfiled against the Property after the Effective Date created by, then Buyer may, at its option, terminate this Agreement upon written notice to Sellers but only if given through or under Seller and on or prior to the sooner Closing Date, (ii) pay or cause to occur be paid in full all past due ad valorem taxes and assessments of any kind constituting an Encumbrance against the Property which are due and payable, and (iii) pay or cause to be paid in full, or cause to be canceled and discharged all security deeds or other security instruments encumbering the property and created by or through Seller, except to the extent Buyer assumes any of the Closing obligations secured by such instruments, and all judgments which have attached to and become an Encumbrance against the Property by, through or five (5) days after Buyer receives under Seller. In the Additional Title Disapproval Response, event Seller fails to cause such liens and encumbrances to be paid and canceled at or if Sellers do not provide the Additional Title Disapproval Response, five (5) days after the end of the Additional Title Response Period, in which case this Agreement shall immediately terminateprior to Closing, Buyer shall be entitled to a return of pay such amount to the Exxxxxx Money, holder thereof as may be required to pay 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 give such termination notice by such date, Buyer shall be deemed to have waived its objection tocancel same, and to have approvedcredit the amount so paid against the Purchase Price allocated to the Buyer pursuant to Section 2.3 hereof. Notwithstanding the foregoing, nothing contained in this Section 3.6(c) shall limit the matters set forth right of the Buyer to pursue any and all remedies provided in Sellers’ noticeSection 11.2 of this Agreement as a result of Seller’s default. (f) All Title Expenses shall be paid by the parties in accordance with Section 9.4 hereof. “Title Expenses” shall include all costs and expenses of obtaining the Survey and Title Commitment, together with any endorsements required by any lender financing the Buyer’s acquisition of the Property. “Title Expenses” shall exclude any costs and expenses incurred or required to be incurred to cure any Title Defects or Required Cure Items.

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 (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. (b) Approval by Buyer of any additional material, adverse title exceptions, defects, encumbrances or other title matters first disclosed in writing after the Title Review Period (“Additional Title MattersClosing Encumbrances”) shall be a condition precedent deemed approved by the Purchasers and the Property will be conveyed to Buyer’s obligations Frontier Disposal subject to purchase the Assets (Buyer hereby agreeing that its approval of Additional Title Matters shall not be unreasonably withheld). Unless Buyer gives written notice (“Additional Title Disapproval Notice”) that it disapproves any Additional Title Matters, stating the Additional Title Matters so disapproved, before the sooner to occur of the Closing or five (5) Business Days after receipt of written notice of such Additional Title Matters, Buyer Encumbrances. The Purchasers shall be deemed to have approved such Additional Title Matters. Sellers shall have until three (3) Business Days after receipt of any Additional Title Disapproval Notice (“Additional Title Response Period”) to notify Buyer in writing (“Additional Title Disapproval Response”) of the Additional Title Disapproval Matters, if any, which Sellers will cure prior to Closing. Sellers’ failure to provide such Additional Title Disapproval Response shall be deemed to constitute Sellers’ election not to cure any Additional Title Disapproval Matters. If Sellers do not agree to cure responsible for all Additional Disapproved Matters, then Buyer may, at its option, terminate this Agreement upon written notice to Sellers but only if given prior costs and expenses related to the sooner to occur of the Closing or five (5) days after Buyer receives the Additional Title Disapproval Response, or if Sellers do not provide the Additional Title Disapproval Response, five (5) days after the end of the Additional Title Response Period, in which case 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 give such termination notice by such date, Buyer shall be deemed to have waived its objection to, and to have approvedCommitment, the matters set forth in Sellers’ noticetitle policy or title policies and the Surveys.

Title Insurance and Survey. (a) 6.4.1 Buyer shall notify Sellers in writing have obtained, at Buyer's expense, 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 owned by Seller (the "Owned 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 Owned Real Property in the operation of the Due Diligence Period Stations 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. 6.4.2 Buyer shall have obtained, at Buyer's expense, a current "as built" survey (each, a "Survey") of each portion of the “Owned 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 Owned Real Property in the operation of the Stations in the manner in which it is now used. 6.4.3 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 Buyer timely delivers Commitment 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 final 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 policy as of the Closing (at such Seller’s sole cost and expense) and Date insuring fee simple title in Buyer against any Disapproved Title Matter (or any “Additional Title Matter” as defined below) shall be deemed a removal thereof from title to the Owned 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 Property covered by the Title Response Notice making such electionCommitment, 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 subject only to the Real Property subject Permitted Tax Lien and Other Permitted Exceptions. On or before the Closing Date, Seller shall execute and deliver to the Title Insurance Company an affidavit regarding mechanic's liens sufficient to allow deletion of such Disapproved Title Matter, or (y) terminate this Agreement. If Buyer makes liens as a Standard Exception in 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) abovefinal title policy. 6.4.4 If within sixty (b) Approval by Buyer of any additional material, adverse title exceptions, defects, encumbrances or other title matters first disclosed in writing after the Title Review Period (“Additional Title Matters”) shall be a condition precedent to Buyer’s obligations to purchase the Assets (Buyer hereby agreeing that its approval of Additional Title Matters shall not be unreasonably withheld). Unless Buyer gives written notice (“Additional Title Disapproval Notice”) that it disapproves any Additional Title Matters, stating the Additional Title Matters so disapproved, before the sooner to occur of the Closing or five (5) Business Days after receipt of written notice of such Additional Title Matters, Buyer shall be deemed to have approved such Additional Title Matters. Sellers shall have until three (3) Business Days after receipt of any Additional Title Disapproval Notice (“Additional Title Response Period”) to notify Buyer in writing (“Additional Title Disapproval Response”) of the Additional Title Disapproval Matters, if any, which Sellers will cure prior to Closing. Sellers’ failure to provide such Additional Title Disapproval Response shall be deemed to constitute Sellers’ election not to cure any Additional Title Disapproval Matters. If Sellers do not agree to cure all Additional Disapproved Matters, then Buyer may, at its option, terminate this Agreement upon written notice to Sellers but only if given prior to the sooner to occur of the Closing or five (5) days after Buyer receives the Additional Title Disapproval Response, or if Sellers do not provide the Additional Title Disapproval Response, five (560) days after the end date hereof: 6.4.4.1 A Title Commitment has not been obtained for any portion of the Additional Title Response Period, in which case 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 give such termination notice by such dateOwned Real Property, Buyer shall be deemed to have waived its objection tothe conditions precedent in foregoing Subsections 6.4.1 and 6.4.3 with respect to such portion of the Owned Real Property. 6.4.4.2 A Survey has not been obtained by Buyer for any portion of the Owned Real Property, and Buyer shall be deemed to have approved, waived the matters set forth condition precedent in Sellers’ noticeforegoing Subsection 6.

Title Insurance and Survey. (a) Buyer Each Seller shall notify Sellers in writing permit the Purchaser to obtain before the Closing Date a commitment for title insurance (a "TITLE COMMITMENT") from a title insurance company selected by the Purchaser (the “Title Objection Notice”"TITLE COMPANY") by 5:00 p.m. (Central time) on to issue, at the date that is four (4) Business Days prior Purchaser's expense, an owner's title insurance policy insuring the fee simple interest of such Seller in and to the date Owned Real Property and a lessee's title insurance policy insuring the leasehold interest of expiration such Seller in and to the Leased Real Property (each, a "TITLE POLICY"). The Title Commitments shall be in the amount authorized by the Purchaser, shall set forth the status of the Due Diligence Period (title of 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 SurveysReal Property, and any matter that would be disclosed by a current, accurate survey shall show all Liens and all other matters 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 record affecting the Real Property. If Sellers fail to deliver a The Title Response Notice as to a particular Disapproved Title Matter within such two (2) Business Days period, then Sellers Policies 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 issued on 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) aboveDate. (b) Approval Each Seller shall permit the Purchaser to obtain at its own expense before the Closing Date a survey (a "SURVEY") of each parcel of Real Property which shall: (i) be prepared by Buyer a registered land surveyor selected by the Purchaser; (ii) be certified to the Title Company, the Purchaser (or any Designee) and the Purchaser's lenders; and (iii) show with respect to the Real Property: (A) the legal description of the Real Property (which shall be the same as the Title Policy pertaining thereto); (B) all buildings, structures and improvements thereon and all restrictions of record and other restrictions that have been established by an applicable zoning or building code or ordinance and all easements or rights of way across or serving the Real Property (including any additional materialoff-site easements affecting or appurtenant thereto); (C) no material encroachments upon the Real Property or adjoining parcels by buildings, adverse title exceptions, defects, encumbrances structures or other title matters first disclosed improvements; (D) access to such parcel from a public street; and (E) a flood certification reasonably satisfactory to the Purchaser to the effect that no portion of the Real Property is located within a flood hazard area. (c) The Purchaser may at its election inform Radio Unica in writing after within thirty (30) days of the date of this Agreement with respect to which of the Real Property it intends to obtain Title Review Period (“Additional Commitments and Surveys. The Purchaser's failure thereafter to use commercially reasonable efforts to obtain any such Title Matters”) shall be a condition precedent Commitments and Surveys, or any election by Purchaser not to Buyer’s obligations to purchase the Assets (Buyer hereby agreeing that its approval of Additional obtain any such Title Matters Commitments and Surveys, shall not be unreasonably withheld). Unless Buyer gives written notice (“Additional a breach of this Agreement, but the condition to Closing in Section 9.3(g) with respect to such Title Disapproval Notice”) that it disapproves any Additional Title Matters, stating the Additional Title Matters so disapproved, before the sooner to occur of the Closing or five (5) Business Days after receipt of written notice of such Additional Title Matters, Buyer Commitments and Surveys shall be deemed to have approved such Additional Title Matters. Sellers shall have until three (3) Business Days after receipt of any Additional Title Disapproval Notice (“Additional Title Response Period”) to notify Buyer in writing (“Additional Title Disapproval Response”) of the Additional Title Disapproval Matters, if any, which Sellers will cure prior to Closing. Sellers’ failure to provide such Additional Title Disapproval Response shall be deemed to constitute Sellers’ election not to cure any Additional Title Disapproval Matters. If Sellers do not agree to cure all Additional Disapproved Matters, then Buyer may, at its option, terminate this Agreement upon written notice to Sellers but only if given prior to the sooner to occur of the Closing or five (5) days after Buyer receives the Additional Title Disapproval Response, or if Sellers do not provide the Additional Title Disapproval Response, five (5) days after the end of the Additional Title Response Period, in which case 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 give such termination notice by such date, Buyer shall be deemed to have waived its objection to, and to have approved, the matters set forth in Sellers’ noticewaived.

Title Insurance and Survey. Buyer shall have obtained, at Buyer's expense, a title commitment (athe "Title Commitment") on the current ALTA form from a title insurance company (the "Title Insurance Company") wherein the Title Insurance Company shall agree to insure in Buyer fee simple title to each parcel of Real Property owned by Seller (the "Owned Real Property"). The exceptions to title specified in the Title Commitment shall be limited to the 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 Owned Real Property in the operation of the Stations 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. Furthermore: (i) Buyer shall notify Sellers have obtained, at Buyer's expense, a current "as-built" survey (each, a "Survey") of each portion of the Owned 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 Insurance Company's deletion of the Standard Exceptions relating to survey matters, and shall not disclose any matters which would materially impair Buyer's ability to use any of the surveyed Owned Real Property in the operation of the Stations in the manner in which it is now used; (ii) On the Closing Date, the Title Insurance Company shall have unconditionally agreed 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 issue pursuant to the Title Review Period Commitment a final title policy, the premium for which shall be conclusively deemed to have been approved paid by the 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 Date insuring fee simple title in Buyer against any Disapproved Title Matter (or any “Additional Title Matter” as defined below) shall be deemed a removal thereof from title to the Owned Real Property covered by the Title Commitment, subject only to the Permitted Tax Lien and Other Permitted Exceptions. On or before the Closing Date, Seller shall execute and deliver to the Title Insurance Company an affidavit regarding mechanic's liens sufficient to allow deletion of such liens as a Standard Exception in the final title policy; and (iii) If within sixty (60) days after the date hereof: (a) A Title Commitment has not been obtained for any portion of the Owned 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. (b) Approval by Buyer of any additional material, adverse title exceptions, defects, encumbrances or other title matters first disclosed in writing after the Title Review Period (“Additional Title Matters”) shall be a condition precedent to Buyer’s obligations to purchase the Assets (Buyer hereby agreeing that its approval of Additional Title Matters shall not be unreasonably withheld). Unless Buyer gives written notice (“Additional Title Disapproval Notice”) that it disapproves any Additional Title Matters, stating the Additional Title Matters so disapproved, before the sooner to occur of the Closing or five (5) Business Days after receipt of written notice of such Additional Title Matters, Buyer shall be deemed to have approved waived the conditions precedent in foregoing Subsections (h) and (h)(ii) with respect to such Additional Title Matters. Sellers shall have until three (3) Business Days after receipt of any Additional Title Disapproval Notice (“Additional Title Response Period”) to notify Buyer in writing (“Additional Title Disapproval Response”) portion of the Additional Title Disapproval MattersOwned Real Property. (b) A Survey has not been obtained by Buyer for any portion of the Owned Real Property, if any, which Sellers will cure prior to Closing. Sellers’ failure to provide such Additional Title Disapproval Response Buyer shall be deemed to constitute Sellers’ election have waived the condition precedent in foregoing Subsection (h)(i) with respect to such portion of the Owned Real Property, and shall be deemed to have waived the condition precedent in foregoing Subsection (h)(ii) to the extent satisfaction of such condition with respect to such portion of the Owned Real Property would require such Survey. (c) Buyer does not to cure any Additional Title Disapproval Matters. If Sellers do not agree to cure all Additional Disapproved Matters, then Buyer may, at its option, terminate this Agreement upon by written notice to Sellers but only if given prior to the sooner to occur Seller within ten (10) days of receipt of the Closing Title Commitment and Survey specifically identify and object to a defect or five (5) days after Buyer receives the Additional Title Disapproval Response, or if Sellers do not provide the Additional Title Disapproval Response, five (5) days after the end exception to title to any of the Additional Title Response Period, in which case 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 give such termination notice by such dateOwned Real Property, Buyer shall be deemed to have waived its objection to, and right to have approved, the matters set forth in Sellers’ noticeobject to such defect or exception.

Title Insurance and Survey. (a) Buyer shall notify Sellers in writing In the event (x) the “Agreed Upon 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) Defects specified are not acceptable to Buyer cured on or before the Closing, (individually, y) 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 Required Cure Item is not cured on or before the Closing, or (bz) if Seller does not timely notify Buyer that Seller will not cause remove Title Defects within the ten (10) days as specified above (in which case Buyer shall make its election pursuant to this subsection (a) prior to five (5) days following the date of 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 periodNotice), 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 option to: (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 accept Seller’s interest in writing that Buyer elects to either (x) nevertheless accept the condition of title to the Real Property subject to such Disapproved Title MatterDefect(s) or Required Cure Item(s), in which event such Title Defect(s) or Required Cure Item(s) shall become part of the Permitted Exceptions, and to close the transaction contemplated hereby in accordance with the terms of this Agreement; (yii) pay any amount necessary, not to exceed $200,000, to cure the Agreed Upon Title Defect or Required Cure Item(s) and deduct such amount from the Purchase Price; or (iii) by giving Seller written notice of Buyer’s election, 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 refund of the Exxxxxx MoneyMoney Deposit, and Sellers and Buyer in which event no party shall have no any further rights or obligations to the other hereunder, except for such rights and obligations that, by the provisions hereof that expressly express terms hereof, survive any termination of this Agreement. If Buyer fails elects to notify Sellers in writing proceed with the Closing without giving notice of its election within said two of this option (2) Business Days periodii), then Buyer shall it will be deemed to have made accepted such Title Defect(s) or Required Cure Item(s)as Permitted Exceptions. Notwithstanding the election set forth foregoing, nothing contained in clause (x) abovesection shall limit the right of the Buyer to pursue any and all remedies provided in Section 11.2 of this Agreement as a result of Seller’s default. (b) Approval by Buyer of any additional materialNotwithstanding anything in this Agreement to the contrary, adverse title exceptions, defects, encumbrances Seller covenants and agrees that at or other title matters first disclosed in writing after the Title Review Period (“Additional Title Matters”) shall be a condition precedent to Buyer’s obligations to purchase the Assets (Buyer hereby agreeing that its approval of Additional Title Matters shall not be unreasonably withheld). Unless Buyer gives written notice (“Additional Title Disapproval Notice”) that it disapproves any Additional Title Matters, stating the Additional Title Matters so disapproved, before the sooner to occur of the Closing or five (5) Business Days after receipt of written notice of such Additional Title Matters, Buyer shall be deemed to have approved such Additional Title Matters. Sellers shall have until three (3) Business Days after receipt of any Additional Title Disapproval Notice (“Additional Title Response Period”) to notify Buyer in writing (“Additional Title Disapproval Response”) of the Additional Title Disapproval Matters, if any, which Sellers will cure prior to Closing. Sellers, Seller shall (i) pay or cause to be paid in full and cause to be canceled and discharged or otherwise bond and discharge as liens against the Property all mechanics’, materialmen’s, repairmen’s, contractors’ failure to provide such Additional Title Disapproval Response shall or other similar Liens which encumber the Property as of the Effective Date created by, through or under Seller or which may be deemed to constitute Sellers’ election not to cure any Additional Title Disapproval Matters. If Sellers do not agree to cure all Additional Disapproved Mattersfiled against the Property after the Effective Date created by, then Buyer may, at its option, terminate this Agreement upon written notice to Sellers but only if given through or under Seller and on or prior to the sooner Closing Date, (ii) pay or cause to occur be paid in full all past due ad valorem taxes and assessments of any kind constituting a lien against the Closing Property which are due and payable, and (iii) all judgments which have attached to and become a lien against the Property by, through or five (5) days after Buyer receives under Seller. In the Additional Title Disapproval Response, event Seller fails to cause such liens and encumbrances to be paid and canceled at or if Sellers do not provide the Additional Title Disapproval Response, five (5) days after the end of the Additional Title Response Period, in which case this Agreement shall immediately terminateprior to Closing, Buyer shall be entitled to a return of pay such amount to the Exxxxxx Money, holder thereof as may be required to pay 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 give such termination notice by such date, Buyer shall be deemed to have waived its objection tocancel same, and to have approvedcredit the amount so paid against the Purchase Price allocated to the Buyer pursuant to Section 2.3 hereof. (c) At Closing, the matters set forth Title Insurer shall be prepared to issue a title insurance policy in Sellers’ noticeaccordance with the Title Commitment, with all endorsements reasonably required by Buyer and with coverage over any “gap” period.

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”. (b) Approval Prior to Closing, Seller will cause the Title Company to issue an updated Title Commitment (“Title Update”) and provide the same to Buyer. If the Title Update contains any conditions which did not appear in the Title Commitment, and such items have not been approved or waived in writing by Buyer of any additional material, adverse title exceptions, defects, encumbrances or other title matters first disclosed in writing after the Title Review Period (“Additional Title Matters”) shall be a condition precedent to Buyer’s obligations to purchase the Assets (Buyer hereby agreeing that its approval of Additional Title Matters shall not be unreasonably withheld). Unless Buyer gives written notice (“Additional Title Disapproval Notice”) that it disapproves any Additional Title Matters, stating the Additional Title Matters so disapproved, before the sooner to occur of the Closing or five (5) Business Days after receipt of written notice of such Additional Title Mattersaccordance with this Agreement, Buyer shall be deemed have the right to have approved object to such Additional Title Matters. Sellers shall have until three (3) Business Days after receipt of any Additional Title Disapproval Notice (“Additional Title Response Period”) to notify Buyer new or different conditions in writing (“Additional Title Disapproval Response”) of the Additional Title Disapproval Matters, if any, which Sellers will cure prior to Closing. Sellers’ failure All rights and obligations of the parties with respect to provide such Additional objections arising from the Title Disapproval Response Update shall be the same as objections to items appearing in the Title Commitment, subject to the provisions of this section, together with the ability of Buyer to terminate this Agreement and receive a refund of the Deposit, by delivering written notice of termination to Seller and Escrow Agent prior to the Closing, in the event Seller elects, or is deemed to constitute Sellers’ election have elected, to not cure any title objections to the new conditions, or having elected to cure any Additional Title Disapproval Matterstitle objections to the new conditions has not satisfied Buyer as to the cure or correction of Buyer’s title objections to the new conditions, other than Monetary Liens. If Sellers do not agree to cure all Additional Disapproved MattersBuyer so terminates this Agreement, then Buyer may, at its option, terminate neither party shall have any obligations under this Agreement upon written notice to Sellers but only if given prior to the sooner to occur of the Closing or five (5) days after Buyer receives the Additional Title Disapproval Response, or if Sellers do not provide the Additional Title Disapproval Response, five (5) days after the end of the Additional Title Response Period, in other than those provisions which case 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 the termination of this Agreement. If Buyer fails to give such termination notice by such date, Buyer shall be deemed to have waived its objection to, and to have approved, the matters set forth in Sellers’ notice.

Title Insurance and Survey. (a) Within five (5) days after the execution of this Agreement, Buyer shall notify Sellers in writing order commitments for owner’s policies of title insurance (the “Title Objection NoticeCommitment”) issued by 5:00 p.m. the Title Insurer covering fee simple title to the Property, in which the Title Insurer shall agree to insure, in such amount as Buyer deems adequate, merchantable title to such interests free from the Schedule B standard printed exceptions and all other exceptions except for (Central timei) on exceptions which, under applicable state rules and regulations, cannot be deleted or modified and (ii) Permitted Exceptions, with such endorsements as Buyer shall reasonably require and with insurance coverage over any “gap” period. Such Title Commitments shall have attached thereto complete, legible copies of all instruments noted as exceptions therein, and shall be delivered promptly to Buyer upon receipt by Seller. Buyer shall furnish Seller with a copy of the date that is four title commitment and attachments, and all subsequent revisions thereof, promptly upon receipt of same. (4b) Business Days If (i) any of the Title Commitments reflect any exceptions to title other than Permitted Liens which are not acceptable to Buyer in Buyer’s sole discretion, or (ii) the Survey to be obtained by Buyer pursuant to Section 7.6(d) below discloses anything not acceptable to Buyer in Buyer’s sole discretion, or (iii) at any time prior to the date Closing, title to Seller’s interests in the Property is encumbered by any exception to title other than Permitted Liens, which was not on the initial Title Commitment for the Property and is not acceptable to Buyer in Buyer’s sole discretion (any such exception or unacceptable statement of expiration fact being referred to herein as a “Title Defect”), then Buyer shall, on or before the earlier of five (5) days before the end of the Due Diligence Period or ten (10) days following receipt of such Title Commitment, as the case may be, give Seller written notice of such Title Defect (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 MatterNotice”). Such Title Notice shall include a copy of the relevant Title Commitment and copies of the exceptions. Any matter within exception to title that is (x) disclosed in the Title CommitmentsCommitment, or (y) identified on a Survey, which, in either case, is not identified as a Title Defect in the Title Notice, shall be deemed to be a “Permitted Exception” for purposes of this Agreement. Seller shall, within ten (10) days after receipt of any such Title Notice, notify Buyer whether Seller will take the action necessary to remove the Title Defects. On or before the Closing, Seller shall provide Buyer with reasonable evidence of removal of the items it notifies Buyer that it will cure (the “Agreed Upon Title Defects”). Notwithstanding anything contained herein to the contrary, the Surveysfollowing items (the “Required Cure Items”) must be cured prior to or at Closing (with Seller having the right to apply the portion of the Purchase Price allocated to either such party pursuant to Section 2.3 hereof, or a portion thereof, for such purpose): (w) all mechanics’, materialmen’s, repairmen’s, contractors’ or other similar Liens which encumber the Property as of the Effective Date created by, through or under Seller or which may be filed against the Property after the Effective Date created by, through or under Seller 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 on or prior to the Closing Date (x) all mortgages, security deeds, and other security instruments, (y) all past Taxes, and (z) all judgments against the Seller which may constitute a Lien. (c) In the event (x) the Agreed Upon Title Review Period shall be conclusively deemed to have been approved by Buyer. If Buyer timely delivers Defects specified are not cured on or before the Closing, (y) 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 Required Cure Item is not cured on or before the Closing, or (bz) if Seller does not timely notify Buyer that Seller will not cause remove Title Defects within the ten (10) days as specified above (in which case Buyer shall make its election pursuant to this subsection (c) prior to five (5) days following the date of 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 periodNotice), 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 option to: (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 accept Seller’s interest in writing that Buyer elects to either (x) nevertheless accept the condition of title to the Real Property subject to such Disapproved Title MatterDefect(s) or Required Cure Item(s), in which event such Title Defect(s) or (yRequired Cure Item(s) terminate shall become part of the Permitted Exceptions, and to close the transaction contemplated hereby in accordance with the terms of this Agreement. If Buyer makes ; (ii) pay any amount reasonably necessary but not to exceed $250,000.00 to cure the election items set forth in clause (ySection 7.6(b)(w) above, then or $100,000.00 to cure any Agreed Upon Title Defects other than Required Cure Items (such amounts so paid to be hereinafter referred to as the “Cure Amount”), and deduct such Cure Amount from the Purchase Price; or (iii) by giving Seller written notice of Buyer’s election, terminate this Agreement shall immediately terminate, Buyer shall be entitled to and receive a return refund of the Exxxxxx MoneyMoney Deposit, and Sellers and Buyer in which event no party shall have no any further rights or obligations to the other hereunder, except for such rights and obligations that, by the provisions hereof that expressly express terms hereof, survive any termination of this Agreement. If Buyer fails elects to notify Sellers in writing proceed with the Closing without giving notice of its election within said two of this option (2) Business Days periodii), then Buyer shall it will be deemed to have made accepted such Title Defect(s) or Required Cure Item(s)as Permitted Exceptions. Notwithstanding the election set forth foregoing, nothing contained in clause (x) abovesection shall limit the right of the Buyer to pursue any and all remedies provided in Section 11.2 of this Agreement as a result of Seller’s default; provided, however, that the inability of Seller, having used commercially reasonable efforts to cure Title Defects or Required Cure Items other than monetary encumbrances shall not be deemed to be a breach by Seller of this Agreement. (bd) Approval by Buyer of any additional materialNotwithstanding anything in this Agreement to the contrary, adverse title exceptions, defects, encumbrances Seller covenants and agrees that at or other title matters first disclosed in writing after the Title Review Period (“Additional Title Matters”) shall be a condition precedent to Buyer’s obligations to purchase the Assets (Buyer hereby agreeing that its approval of Additional Title Matters shall not be unreasonably withheld). Unless Buyer gives written notice (“Additional Title Disapproval Notice”) that it disapproves any Additional Title Matters, stating the Additional Title Matters so disapproved, before the sooner to occur of the Closing or five (5) Business Days after receipt of written notice of such Additional Title Matters, Buyer shall be deemed to have approved such Additional Title Matters. Sellers shall have until three (3) Business Days after receipt of any Additional Title Disapproval Notice (“Additional Title Response Period”) to notify Buyer in writing (“Additional Title Disapproval Response”) of the Additional Title Disapproval Matters, if any, which Sellers will cure prior to Closing. Sellers, Seller shall (i) pay or cause to be paid in full and cause to be canceled and discharged or otherwise bond and discharge as liens against the Property all mechanics’, materialmen’s, repairmen’s, contractors’ failure to provide such Additional Title Disapproval Response shall or other similar Liens which encumber the Property as of the Effective Date created by, through or under Seller or which may be deemed to constitute Sellers’ election not to cure any Additional Title Disapproval Matters. If Sellers do not agree to cure all Additional Disapproved Mattersfiled against the Property after the Effective Date created by, then Buyer may, at its option, terminate this Agreement upon written notice to Sellers but only if given through or under Seller and on or prior to the sooner Closing Date (ii) pay or cause to occur be paid in full all past due ad valorem taxes and assessments of any kind constituting a lien against the Property which are due and payable, and (iii) pay or cause to be paid in full, or cause to be canceled and discharged all security deeds or other security instruments encumbering the property and created by or through Seller, except to the extent Buyer otherwise assumes any of the Closing obligations secured by such instruments, and all judgments which have attached to and become a lien against the Property by, through or five (5) days after Buyer receives under Seller. In the Additional Title Disapproval Response, event Seller fails to cause such liens and encumbrances to be paid and canceled at or if Sellers do not provide the Additional Title Disapproval Response, five (5) days after the end of the Additional Title Response Period, in which case this Agreement shall immediately terminateprior to Closing, Buyer shall be entitled to a return of pay such amount to the Exxxxxx Money, holder thereof as may be required to pay 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 give such termination notice by such date, Buyer shall be deemed to have waived its objection tocancel same, and to have approvedcredit the amount so paid against the Purchase Price allocated to the Buyer pursuant to Section 2.3 hereof. Notwithstanding the foregoing, nothing contained in section shall limit the right of the Buyer to pursue any and all remedies provided in Section 11.2 of this Agreement as a result of Seller’s default. Buyer acknowledges that instruments discharging mortgages and other monetary encumbrances may be recorded after the Closing in accordance with conveyancing practices customary in Boston, Massachusetts. (e) Seller has provided Buyer with a copy of the most recent existing boundary survey for the Property. Buyer may order one or more boundary surveys for the Property (the “Survey”) prepared by a registered land surveyor or surveyors satisfactory to Buyer. Buyer acknowledges that it has received delivery of the survey entitled “Final As-Built Plan in Dorchester, MA for Axxxx Square Limited Partnership” dated August 8, 1995, updated February 19, 2003 and September 6, 2005, as well as the Surveyor’s Report dated January 31, 1995, updated September 7, 2005, and deems the matters shown thereon as acceptable to Buyer. (f) At Closing, the matters set forth Title Insurer shall be prepared to issue a title insurance policy in Sellers’ noticeaccordance with the Title Commitment, with all endorsements reasonably required by Buyer and with coverage over any “gap” period. (g) All Title Expenses shall be paid by the parties in accordance with Section 9.4 hereof. “Title Expenses” shall include all costs and expenses of obtaining the Survey and Title Commitment, together with any endorsements required by any lender financing the Buyer’s acquisition of the Property. “Title Expenses” shall exclude any costs and expenses incurred or required to be incurred to cure any Title Defects or Required Cure Items.

Title Insurance and Survey. (a) Buyer, at Seller’s sole cost and expense, shall obtain an Owner’s Policy of Title Insurance (“Title Policy”) issued by First American Title Insurance Company (as coordinated from its Denver office, the “Title Company”) for the Real Estate, dated the Closing Date, and insuring Buyer against loss under the provisions of the Title Policy, subject only to those title exceptions permitted by this Agreement, or as may be approved by Buyer in writing. The Title Commitment (as defined below) shall commit to delete or insure over the standard exceptions which relate to: (1) Parties in possession; (2) Unrecorded easements; (3) Survey matters; (4) Any unrecorded mechanics’ liens; (5) Gap period (effective date of Title Commitment to the date the deed is recorded); (6) Unpaid taxes, assessments and unredeemed tax sales prior to the year of Closing; and (7) Assessments for the year of Closing. The premium to obtain this coverage shall be paid by Seller. (b) Within [ ] ([ ]) days after Effective Date, Seller shall provide Buyer (a) copies of any existing owner’s policy of title insurance, title commitments and/or abstracts in Seller’s possession, and (b) copies of any surveys of the Real Estate in Seller’s possession. Buyer shall cause the Title Company to issue a commitment for Title Insurance (“Title Commitment”), including copies of recorded documents evidencing title exceptions. Buyer may employ a Registered Professional Land Surveyor to prepare an update of any existing survey of the Real Estate provided by Seller hereunder or a new ALTA Survey Plat (“Survey,” and together with the Title Commitment, the “Title Documents”), at Buyer’s expense, for the Real Estate dated after the Effective Date of this Agreement. (c) On or before the expiration of the Inspection Period, Buyer shall notify Sellers Seller in writing (the “Title Objection Notice”) by 5:00 p.m. (Central time) on of either its approval of the date Title Documents, or in the event that any title defect or matter appears in the Title Documents 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 unacceptable to Buyer (individually, a “Disapproved Title MatterDefect”). Any matter within the , its objection to such Title CommitmentsDefects, 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 which approval or disapproval shall be conclusively deemed to have been approved by in Buyer’s sole and absolute discretion. If Buyer timely delivers a Title Objection Notice indicating a Disapproved Title Matterdisapproves of any matter affecting title to the Real Estate, then Sellers Seller shall have two until 5:00 P.M. on the day that is seven (27) Business Days days after Seller’s receipt of such the Title Objection Notice to elect to notify Buyer in writing of its election, which shall be in Seller’s sole and absolute discretion, to (a “1) cure or eliminate any one or more of the Title Response Notice”) that Sellers either (a) will remove such Disapproved Title Matter from title Defects prior to the Real Property on or before the Closing, or (b2) will not cause such Disapproved cure or eliminate the Title Matter Defects. If Seller elects to be removed from title cure or eliminate any of the Title Defects, it shall have until one (1) day prior to Closing to cure or eliminate the same. In the event that Seller elects not to cure or eliminate the Title Defects to the Real Property. If Sellers fail satisfaction of Buyer, or is unable to deliver a cure or eliminate the Title Response Notice as Defects to a particular Disapproved Title Matter within such two the satisfaction of Buyer, Buyer may: (1) terminate this Agreement by delivering written notice to Seller, or (2) Business Days period, then Sellers accept such title as Seller can deliver. Seller’s failure to timely respond to Buyer’s Title Notice objecting to any Title Defects shall conclusively be deemed to have made be Seller’s election to not cure or eliminate Title Defects. Notwithstanding any of the election in clause (b) above as to such Disapproved Title Matter. The procurement by any foregoing, 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) , shall at Closing (but shall not be obligated prior thereto), remove of record all monetary and insuring Buyer against any Disapproved financing liens and encumbrances affecting the Property caused by Seller and, if necessary, Seller shall deliver to the Title Matter (or any “Additional Title Matter” as defined below) shall be deemed a removal thereof from Company prior to Closing additional funds necessary to clear title to the Real Property. If Sellers make (or are deemed Property of such monetary and financing liens and encumbrances caused by Seller; provided, however, that if Seller is unable to have made) deliver clear title to the election in clause (b) above as Property due to any Disapproved Title Mattermonetary and financing liens and encumbrances affecting the Property caused by third parties that Seller is unable or unwilling to resolve as of Closing, 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 right 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 In the election set forth in clause (y) aboveevent of termination pursuant to this Section 7(c), then this Agreement shall immediately terminate, Buyer shall be entitled to a return of the Exxxxxx Money, and Sellers and Buyer parties shall have no further rights or obligations hereunder, hereunder (except for those obligations which this Agreement expressly provides shall survive such termination), and 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 Xxxxxxx Money shall be deemed returned to have made the election Buyer, less one half of any charge by the Title Company to act as escrow holder, and less the sum of $100.00 to be retained by Seller as independent consideration for Buyer’s right to terminate under this Section 7(c). Any exceptions remaining after the cure and/or waiver provisions set forth in clause (x) above. (b) Approval by Buyer of any additional material, adverse title exceptions, defects, encumbrances or other title matters first disclosed in writing after the Title Review Period (“Additional Title Matters”this Section 7(c) shall be a condition precedent to Buyer’s obligations to purchase the Assets (Buyer hereby agreeing that its approval of Additional Title Matters shall not be unreasonably withheld). Unless Buyer gives written notice (“Additional Title Disapproval NoticePermitted Exceptions.”) that it disapproves any Additional Title Matters, stating the Additional Title Matters so disapproved, before the sooner to occur of the Closing or five (5) Business Days after receipt of written notice of such Additional Title Matters, Buyer shall be deemed to have approved such Additional Title Matters. Sellers shall have until three (3) Business Days after receipt of any Additional Title Disapproval Notice (“Additional Title Response Period”) to notify Buyer in writing (“Additional Title Disapproval Response”) of the Additional Title Disapproval Matters, if any, which Sellers will cure prior to Closing. Sellers’ failure to provide such Additional Title Disapproval Response shall be deemed to constitute Sellers’ election not to cure any Additional Title Disapproval Matters. If Sellers do not agree to cure all Additional Disapproved Matters, then Buyer may, at its option, terminate this Agreement upon written notice to Sellers but only if given prior to the sooner to occur of the Closing or five (5) days after Buyer receives the Additional Title Disapproval Response, or if Sellers do not provide the Additional Title Disapproval Response, five (5) days after the end of the Additional Title Response Period, in which case 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 give such termination notice by such date, Buyer shall be deemed to have waived its objection to, and to have approved, the matters set forth in Sellers’ notice.

Title Insurance and Survey. a. On or before ten (a10) Buyer days after the Effective Date, Seller shall notify Sellers in writing obtain, at its sole cost and expense, a commitment, for Purchaser for the issuance of a policy of title insurance (the “Title Objection NoticeCommitment”) by 5:00 p.m. (Central time) on applicable to the Club Facilities dated no earlier than the date that is four (4) Business Days prior to the date of expiration of the Due Diligence Period hereof, from Chicago Title Insurance Company or an alternate title insurance company approved by Purchaser (the “Title Review PeriodCompany”). The Title Commitment shall contain no exceptions relating to mechanic’s liens, possession, judgments, filled lands, gap or other exceptions not reasonably acceptable to Purchaser, and Seller shall execute such standard documents as may be required by the Title Company to remove all such exceptions. General exceptions one through four shall be deleted from the Title Commitment. In the event Purchaser within said ten-day period fails to acquire an updated survey or a waiver of the requirement of an updated survey as set forth in Section 4.2(c), the Title Commitment shall include a full survey exception. b. Purchaser shall review the Title Commitment within ten (10) as to which mattersdays of receipt thereof and notify Seller within such ten (10) day period of its objections, if any, within the Title Commitments and which survey to any 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 affecting title to the Real Property Club Facilities, reasonably objected to by Purchaser (the “Unpermitted Title Matters”); provided, however, that any item appearing in the Existing Title Commitment or Existing Survey must be objected to as provided in the above Section 4.1. Seller shall have until the Closing Date to remedy or remove objection(s) timely made by Purchaser to Purchaser’s reasonable satisfaction. Seller agrees that it will use its good faith diligent efforts to remove or make acceptable to Purchaser any Unpermitted Title Matter to Seller’s title to the Club Facilities. If Seller shall fail despite such good faith diligent efforts to remove or make acceptable any Unpermitted Title Matter then, at Purchaser’s option, this Agreement shall be null and void and all further obligations of the parties hereunder shall cease. In such event, the Xxxxxxx Money shall be promptly returned to Purchaser. c. Purchaser shall, at its own expense, contract to have an updated survey of the Club Facilities, which shall be certified to Purchaser, Title Company and any designee of Purchaser; provided, however, that in the event Purchaser within five business days of the Effective Date provides Seller (i) a commitment from a title insurance company to insure title based on the Existing Surveys without a full update as long as an inspection letter is available and (ii) Purchaser’s proposed lender confirms in writing that an updated Existing Survey will not be required by Purchaser’s proposed lender based on the title insurance being available without a standard survey exception, no updated Existing Surveys need be obtained as long as the required inspection letter is provided to Seller within the time period otherwise set forth to provide the updated Existing Surveys. If an updated survey is determined to be necessary, Purchaser shall provide Seller with the updated Existing Surveys 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. (b) Approval by Buyer of any additional material, adverse title exceptions, defects, encumbrances or other title matters first disclosed in writing after the Title Review Period (“Additional Title Matters”) shall be a condition precedent to Buyer’s obligations to purchase the Assets (Buyer hereby agreeing that its approval of Additional Title Matters shall not be unreasonably withheld). Unless Buyer gives written notice (“Additional Title Disapproval Notice”) that it disapproves any Additional Title Matters, stating the Additional Title Matters so disapproved, before the sooner to occur of the Closing or forty-five (5) Business Days after receipt of written notice of such Additional Title Matters, Buyer shall be deemed to have approved such Additional Title Matters. Sellers shall have until three (3) Business Days after receipt of any Additional Title Disapproval Notice (“Additional Title Response Period”) to notify Buyer in writing (“Additional Title Disapproval Response”) of the Additional Title Disapproval Matters, if any, which Sellers will cure prior to Closing. Sellers’ failure to provide such Additional Title Disapproval Response shall be deemed to constitute Sellers’ election not to cure any Additional Title Disapproval Matters. If Sellers do not agree to cure all Additional Disapproved Matters, then Buyer may, at its option, terminate this Agreement upon written notice to Sellers but only if given prior to the sooner to occur of the Closing or five (5) days after Buyer receives the Additional Title Disapproval Response, or if Sellers do not provide the Additional Title Disapproval Response, five (545) days after the end Effective Date. Within said forty-five (45) day period, Purchaser shall notify Seller of any survey matters to which Purchaser objects; provided, however, that any item must be objected to as provided in the Additional Title Response Periodabove Section 4.1. Seller shall have until the Closing Date to remedy or remove objection(s) timely made by Purchaser to Purchaser’s reasonable satisfaction. If Seller shall fail despite such good faith diligent efforts to remove or make acceptable any such objections to the survey then, in which case at Purchaser’s option, this Agreement shall immediately terminatebe null and void and all further obligations of the parties hereunder shall cease. In such event, Buyer the Xxxxxxx Money shall be entitled promptly returned 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 give such termination notice by such date, Buyer shall be deemed to have waived its objection to, and to have approved, the matters set forth in Sellers’ noticePurchaser.