Common use of Title Insurance Clause in Contracts

Title Insurance. (a) Following completion of the 3rd party valuation of the Property, Buyer and Seller shall cause Title Company to deliver to Buyer a commitment for the Title Policy described in subsection (b) below (the “Title Commitment”), together with legible copies of all of the underlying documentation described in such Title Commitment. Seller shall, include in the Property Information the most recent surveys of the properties that comprise the Property in Seller’s possession, custody or control (the “Surveys”). The cost to deliver the Title Commitment to the Buyer shall be split equally (50% / 50%) between Buyer and Seller. (a) At Closing, and as a condition thereof, Buyer shall receive an owner’s title insurance policy (the “Title Policy”) issued by Title Company, dated the day of Closing, with liability in the full amount of the Purchase Price, the form of which shall be an American Land Title Association Owner’s Policy, Standard Form B, 1992 (or other form preferred by Buyer or required or promulgated pursuant to applicable state insurance regulations), subject only to the Permitted Exceptions (defined below). The Title Policy may contain any endorsements requested by Buyer. (b) Prior to the expiration of the Due Diligence Period, Buyer shall review title to the Property as disclosed by the Title Commitment and the Surveys, and satisfy itself as to the availability from the Title Company of the Title Policy and all requested endorsement to such Title Policy. Buyer shall have the right, at its own cost and expense, to obtain an update of the Surveys or to secure new surveys at any time prior to the expiration of the Due Diligence Period. (c) Seller shall have no obligation to remove or cure title objections, except for (1) liens of an ascertainable amount created by Seller, which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company with Buyer’s approval, (2) any exceptions or encumbrances to title which are created by Seller after the date of this Agreement without Buyer’s consent, and (3) non-consensual liens which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company. In addition, Seller shall provide the Title Company with any affidavits, ALTA statements or personal undertakings (collectively, an “Owner’s Affidavit”), in form and substance reasonably acceptable to the Title Company, that will permit the Title Company to remove the standard “mechanics lien” and “GAP” exceptions and otherwise issue the Title Policy in the form required by Buyer.

Title Insurance. Seller and Purchaser acknowledge and agree that Purchaser intends to obtain from Title Agent a current Commitment for Title Insurance based upon Chicago Title Insurance Company Commitment No. 01508.0736 in favor of Applejazz, LLC (a"Applejazz") Following completion of issued August 17, 2000, effective August 11, 2000 ("Title Commitment") covering each Real Property issued by Chicago Title Insurance Company (the 3rd party valuation of "Title Company"), whereby the Property, Buyer and Seller shall cause Title Company commits to deliver issue to Buyer Purchaser a commitment for current form ALTA Owner's Policy of Title Insurance (collectively and interchangeably, the Title Policy described in subsection (b) below (the “Title Commitment”), together with legible copies of all of the underlying documentation described in such Title Commitment. Seller shall, include in the Property Information the most recent surveys of the properties that comprise the Property in Seller’s possession, custody or control (the “Surveys”). The cost to deliver the Title Commitment to the Buyer shall be split equally (50% / 50%) between Buyer and Seller. (a) At Closing, and as a condition thereof, Buyer shall receive an owner’s title insurance policy (the “"Title Policy”") issued by Title Company, dated the day of Closing, with liability in the full amount of the Purchase Price, the form of which shall be an American Land Title Association Owner’s Policy, Standard Form B, 1992 (or other form preferred by Buyer or required or promulgated pursuant to applicable state insurance regulations)extended coverage, subject only to the matters identified on EXHIBIT "C" attached hereto and incorporated herein by reference, the Leases, existing zoning, sewer, drainage and other public utility servitudes of record, liens for ad valorem taxes which are not yet due and payable, subdivision or other covenants, restrictions and easements which do not adversely affect the use of the Real Property for its current uses, and any other exceptions agreed to by Purchaser in writing (collectively "Permitted Exceptions (defined belowExceptions"). The Title Policy may contain any endorsements requested by Buyer. (b) Prior to the expiration of the Due Diligence Period, Buyer shall review title to the Property as disclosed by the Title Commitment and the Surveys, and satisfy itself as to the availability from the Title Company of the Title Policy and all requested endorsement to such Title Policy. Buyer shall have the rightPurchaser, at its own cost and expenseoption, to may also obtain an update ALTA/ACSM "Urban" Class certified survey of any of the Surveys Real Property satisfactory to Purchaser, in its sole opinion (hereinafter, the "Survey(s)"), bearing a legal description, made by a licensed surveyor. Purchaser has obtained or shall obtain from Applejazz copies of any prior title evidence, such as a current abstract or title policy, and any prior surveys Seller may have previously delivered to secure new surveys at Applejazz, of any time prior to the expiration of the Due Diligence Period. (c) Real Property to expedite further examination of title. Purchaser and Seller shall acknowledge and agree that Purchaser is hereby deemed to have no obligation to remove or cure title raised as objections, except for (1) liens effective as of an ascertainable amount created by Seller, which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company with Buyer’s approval, (2) any exceptions or encumbrances to title which are created by Seller after the date of this Agreement without Buyer’s consentAgreement, and the matters set forth in that certain letter from counsel to Applejazz dated August 18, 2000 (3) non-consensual liens which liens collectively "Defects"). Seller shall cause make a good faith effort to so cure such Defects and Seller shall have twenty (20) days from the date of Purchaser's notice of such Defects to furnish evidence to the extent the Defects are cured or removed. If Seller is unable to cure such Defects within said twenty (20) days, Purchaser may, at its election, take the title as it then is upon giving to Seller notice of such election and tendering performance on its part, or Purchaser may exercise its rights to lease any of the Real Properties affected by such Defects as provided under paragraph 6(c). Closing shall be released at the Closing or affirmatively an insured over by closing so that when title is transferred to Purchaser, the Title Company. In addition, Seller shall provide the Title Company with any affidavits, ALTA statements or personal undertakings (collectively, an “Owner’s Affidavit”Policy(ies), in form and substance reasonably acceptable as aforesaid, shall be delivered to Purchaser subject only to the Title Company, that will permit the Title Company to remove the standard “mechanics lien” and “GAP” exceptions and otherwise issue the Title Policy in the form required by BuyerPermitted Exceptions.

Title Insurance. (a) Following completion of the 3rd party valuation of the Property, Buyer The Owners have delivered to Cedar a title insurance report and Seller shall cause Title Company to deliver to Buyer a commitment for the Title Policy described in subsection (b) below (the “Title "Commitment”), together with legible copies of all of the underlying documentation described in such Title Commitment. Seller shall, include in the Property Information the most recent surveys of the properties that comprise the Property in Seller’s possession, custody or control (the “Surveys”). The cost to deliver the Title Commitment to the Buyer shall be split equally (50% / 50%") between Buyer and Seller. (a) At Closing, and as for a condition thereof, Buyer shall receive an owner’s leasehold title insurance policy (the “"Title Policy”") issued by from First American Title CompanyInsurance Company ("First American"). Upon receipt of any updates or revisions to the Commitment, dated the day of Owners shall furnish copies thereof to Cedar's attorneys (the Commitment and any updates or revisions thereto are hereinafter collectively referred to as the "Report"). At Closing, with liability the Owners shall be required to remove any exceptions to title which are not Permitted Encumbrances (the "Title Objections"), including, without limitation, all mortgages and all unpaid water charges and real estate taxes (other than real estate taxes that are not yet due and payable). (b) First American shall be the sole insurer under the Title Policy; provided, however, that, in the full amount event that First American shall not be prepared at Closing to issue the Title Policy in accordance with the terms of the Purchase Price, the form of which shall be an American Land Title Association Owner’s Policy, Standard Form B, 1992 (or other form preferred by Buyer or required or promulgated pursuant to applicable state insurance regulations), this Agreement that is subject only to the Permitted Exceptions (defined below). The Title Policy may contain any endorsements requested by Buyer. (b) Prior to the expiration of the Due Diligence Period, Buyer shall review title to the Property as disclosed by the Title Commitment and the SurveysEncumbrances, and satisfy itself as Cedar is unwilling to waive any items which are not Permitted Encumbrances, and if Fidelity National Title Agency ("Fidelity") shall be prepared to issue such a Title Policy, Fidelity shall be the availability from the Title Company of sole insurer under the Title Policy (the company ultimately issuing the Title Policy, the "Title Company"). At Closing, Cedar shall pay the costs of the premium and all requested endorsement to such other costs incurred in connection with obtaining the Title Policy. Buyer shall have the right, at its own cost and expense, to obtain an update of the Surveys or to secure new surveys at any time prior to the expiration of the Due Diligence Period. (c) Seller Notwithstanding anything to the contrary contained herein, if the Owners are unable to remove any Title Objections by the Closing Date, the Owners, in order to attempt to remove such Title Objections, may adjourn the Closing to a date no later than thirty (30) days following the scheduled date of Closing set forth in Section 7 hereof. Promptly after the Owners have removed all such Title Objections, if any, the Owners shall reschedule the Closing Date, upon at least three (3) business days prior notice to Cedar (the "New Closing Notice"); provided, however, that if Cedar shall have no obligation to remove or cure title objections, except for (1) liens notified the Owners of an ascertainable amount created by Seller, any Title Objections which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company with Buyer’s approval, (2) any exceptions or encumbrances to title which are created by Seller after have arisen between the date of this Agreement without Buyer’s consentthe New Closing Notice and the rescheduled Closing Date, and (3) non-consensual liens which liens Seller shall cause to be released at the Owners may, by sending Cedar a notice, further adjourn the Closing in order to attempt to eliminate any such Title Objections. (d) If the Report discloses judgments, bankruptcies or affirmatively insured over by other returns against other persons having names the Title Company. In additionsame as, Seller or similar to, that of the Owners, the Owners shall provide the Title Company with any affidavits, ALTA statements or personal undertakings (collectively, an “Owner’s Affidavit”), in form and substance reasonably acceptable deliver to the Title Company, if required by the Title Company, affidavits showing that will permit such judgments, bankruptcies or other returns are not against the Owners in order to induce the Title Company to remove omit exceptions with respect to such judgments, bankruptcies or other returns. In addition, the standard “mechanics lien” and “GAP” exceptions and otherwise issue Owners shall deliver to the Title Policy in the form Company, if required by Buyerthe Title Company, all other affidavits customarily required of sellers of property similar to the Premises. (e) Notwithstanding anything to the contrary contained herein, the Owners shall cure and remove, at the Owners' cost and expense, (i) any violations assessed against the Premises as of the Closing Date which are not the responsibility of one or more tenants and which may be satisfied by the payment of money, (ii) all fines and penalties that shall have accrued as of the Closing Date with respect to any such violations assessed against the Premises as of the Closing Date, and (iii) any violations assessed against the Premises as of the Closing Date that adversely affect the use of the Premises more than to a de minimis extent for its present use.

Title Insurance. (a) Following completion of the 3rd party valuation of the Property, Buyer The Sellers shall and Seller shall cause MMA, RTS and the Subsidiaries to cooperate with MMA Buyer in obtaining, a good and valid, irrevocable ALTA title insurance commitment (the "Title Commitment") from a title insurance company reasonably acceptable to MMA Buyer (the "Title Company"), irrevocably committing the Title Company to deliver to Buyer a commitment for the Title Policy described in subsection (b) below (the “Title Commitment”), together with legible copies of all of the underlying documentation described in such Title Commitment. Seller shall, include in the Property Information the most recent surveys of the properties that comprise the Property in Seller’s possession, custody or control (the “Surveys”). The cost to deliver the Title Commitment to the Buyer shall be split equally (50% / 50%) between Buyer and Seller. (a) At Closing, and as a condition thereof, Buyer shall receive an owner’s title insurance policy (the “Title Policy”) issued by Title Company, dated the day of Closing, with liability in the full amount of the Purchase Price, the form of which shall be an American Land Title Association Owner’s Policy, Standard Form B, 1992 (or other form preferred by Buyer or required or promulgated pursuant to applicable state insurance regulations), subject only to the Permitted Exceptions (defined below). The Title Policy may contain satisfaction of any endorsements requested by Buyer. (b) Prior to the expiration of the Due Diligence Period, Buyer shall review title to the Property as disclosed by industry standard requirements contained in the Title Commitment and the Surveysreasonably acceptable to MMA Buyer) to issuing (i) an ALTA form of title insurance policy insuring good, valid and satisfy itself as marketable fee simple title to the availability from Owned Real Estate in RTS, in the Title Company of the Title Policy and all requested amount that MMA Buyer reasonably requests prior to Closing, or (ii) a date down and, if required by MMA Buyer, an increased amount endorsement to such the existing title insurance policy number 95080085 issued by Chicago Title Insurance Company, subject, in either case, to no Liens or other exceptions to title other than Permitted Exceptions (the "Title Policy") and insuring pedestrian and vehicular access to and from one or more legally and physically open public rights of way satisfactory to MMA Buyer, in its sole but reasonable discretion. Buyer The Title Commitment shall have the right, at its own cost and expense, to obtain an update be effective as of the Surveys or to secure new surveys at any time prior to the expiration of the Due Diligence Period. (c) Seller shall have no obligation to remove or cure title objections, except for (1) liens of an ascertainable amount created by Seller, which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company with Buyer’s approval, (2) any exceptions or encumbrances to title which are created by Seller after a date occurring not earlier than the date of this Agreement and its effective date shall be brought down to the time of the Closing. The Title Policy shall include such endorsements thereto as may reasonably be requested by MMA Buyer including, without Buyer’s consentlimitation, a zoning endorsement. On or prior to the Closing Date, RTS and/or the Sellers shall execute and (3) non-consensual liens which liens Seller shall deliver, or cause to be released at executed and delivered, to the Closing or affirmatively insured over Title Company any affidavits, standard gap indemnities and similar documents reasonably requested by the Title Company. In addition, Seller shall provide Company in connection with the issuance of the Title Company with any affidavits, ALTA statements Commitment or personal undertakings (collectively, an “Owner’s Affidavit”), in form and substance reasonably acceptable to the Title Company, that will permit the Title Company to remove the standard “mechanics lien” and “GAP” exceptions and otherwise issue the Title Policy in the form required by BuyerPolicy.

Title Insurance. Not later than twenty (20) days after the Effective Date, Buyer shall, at its expense, obtain a current title insurance commitment ("Title Commitment") for the Property issued by Specialized Title Services (the "Title Company"). Within fifteen (15) days after Buyer's receipt of the last of the following items (a) Following completion the Title Commitment, (b) the Survey, and (c) legible copies of plats,documents, instruments or agreements appearing as exceptions in the 3rd party valuation of Title Commitment, referenced on the Survey or otherwise affecting title to the Property, Buyer shall notify Seller of any exceptions or terms in the Title Commitment which are not acceptable to Buyer or any objections to matters appearing in or omitted from the Survey. Title exceptions or Survey matters which Buyer does not designate as unacceptable shall be deemed "Permitted Exceptions". Within ten (10) business days after receipt of Buyer's list of Permitted Exceptions (and unacceptable exceptions and Survey matters) which Seller shall does not intend to cure, remove or cause the Title Company to deliver delete, failing which Seller shall be deemed to have elected to not cure, remove or cause the Title Company to delete such unacceptable exceptions and Survey matters. Thereafter, if Seller and Buyer cannot agree on a final list of Permitted Exceptions within ten (10) business days after Buyer receives SellerOs list or by the end of the 10 day period described in the immediately preceding sentence, whichever occurs first, then this Agreement shall be deemed terminated, the ▇▇▇▇▇▇▇ Money shall be promptly returned to Buyer and neither party shall have any further rights or obligations hereunder except as otherwise expressly provided herein. As a commitment for condition to Closing, the Title Policy described in subsection (b) below (the “Title Commitment”), together with legible copies of all of the underlying documentation described in such Title Commitment. Seller shall, include in the Property Information the most recent surveys of the properties that comprise the Property in Seller’s possession, custody or control (the “Surveys”). The cost to deliver the Title Commitment to the Buyer Company shall be split equally (50% / 50%) between prepared to issue to Buyer and Seller. (a) At Closing, and as at Closing at Buyer's expense a condition thereof, Buyer shall receive an owner’s title insurance policy (the “"Title Policy”") issued by Title Company, dated the day of Closing, with liability in the full its then current standard ALTA Form in an amount of equal to the Purchase Price, the form of which shall be an American Land Title Association Owner’s Policy, Standard Form B, 1992 (or and containing no exceptions other form preferred by Buyer or required or promulgated pursuant to applicable state insurance regulations), subject only to than the Permitted Exceptions (defined below). The Title Policy may contain any endorsements requested by BuyerExceptions. (b) Prior to the expiration of the Due Diligence Period, Buyer shall review title to the Property as disclosed by the Title Commitment and the Surveys, and satisfy itself as to the availability from the Title Company of the Title Policy and all requested endorsement to such Title Policy. Buyer shall have the right, at its own cost and expense, to obtain an update of the Surveys or to secure new surveys at any time prior to the expiration of the Due Diligence Period. (c) Seller shall have no obligation to remove or cure title objections, except for (1) liens of an ascertainable amount created by Seller, which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company with Buyer’s approval, (2) any exceptions or encumbrances to title which are created by Seller after the date of this Agreement without Buyer’s consent, and (3) non-consensual liens which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company. In addition, Seller shall provide the Title Company with any affidavits, ALTA statements or personal undertakings (collectively, an “Owner’s Affidavit”), in form and substance reasonably acceptable to the Title Company, that will permit the Title Company to remove the standard “mechanics lien” and “GAP” exceptions and otherwise issue the Title Policy in the form required by Buyer.

Title Insurance. (a) Following completion of the 3rd party valuation of the Property, Buyer and Seller shall cause Title Company to deliver to Buyer a commitment for the Title Policy described in subsection (b) below (the “Title Commitment”), together with legible copies of all of the underlying documentation described in such Title Commitment. Seller shall, include in the Property Information the most recent surveys of the properties that comprise the Property in Seller’s possession, custody or control (the “Surveys”). The cost to deliver the Title Commitment to the Buyer shall be split equally (50% / 50%) between Buyer and Seller. (a) At Closing, and as a condition thereof, Buyer shall receive an owner’s An ALTA title insurance policy (the “Title Policy”) policy, issued by Title Company, dated the day of Closing, with liability in the full amount of the Purchase Price, the form of which shall be an American Land Title Association Owner’s Policy, Standard Form B, 1992 (or other form preferred by Buyer or required or promulgated pursuant to applicable state insurance regulations), subject only to the Permitted Exceptions (defined below). The Title Policy may contain any endorsements requested by Buyer. (b) Prior to the expiration of the Due Diligence Period, Buyer shall review title to the Property as disclosed by the Title Commitment and the Surveys, and satisfy itself as to the availability from the Title Company of the Title Policy and all requested endorsement to such Title Policy. Buyer shall have the right, at its own cost and expense, to obtain an update of the Surveys or to secure new surveys at any time prior to the expiration of the Due Diligence Period. (c) Seller shall have no obligation to remove or cure title objections, except for (1) liens of an ascertainable amount created by Seller, which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company with Buyer’s approval(which shall be approved by Administrative Agent) in the maximum amount of the Loan plus any other amount secured by the Mortgage, on a coinsurance and/or reinsurance basis if and as required by Administrative Agent, insuring without exclusion or exception for creditors’ rights that the Mortgage constitutes a valid lien covering the Land and all Improvements thereon, having the priority required by Administrative Agent and subject only to those exceptions and encumbrances (2regardless of rank or priority) any exceptions or encumbrances Administrative Agent approves, in a form acceptable to title which are created by Seller after the date of this Agreement without Buyer’s consentAdministrative Agent, and (3) non-consensual with all “standard” exceptions which can be deleted, including the exception for matters which a current survey would show, deleted to the fullest extent authorized under applicable title insurance rules, and Borrower shall satisfy all requirements therefor permitted; containing no exception for standby fees or real estate taxes or assessments other than those for the year in which the closing occurs to the extent the same are not then due and payable and endorsed “not yet due and payable” and no exception for subsequent assessments for prior years; providing full coverage against mechanics’ and materialmen’s liens which liens Seller to the extent authorized under applicable title insurance rules, and Borrower shall cause to be released at the Closing or affirmatively insured over by satisfy all requirements therefor; insuring that no restrictive covenants shown in the Title CompanyInsurance have been violated, and that no violation of the restrictions will result in a reversion or forfeiture of title; insuring all appurtenant easements; insuring that fee simple indefeasible or marketable (as coverage is available) fee simple title to the Land and Improvements is vested in Borrower; containing such affirmative coverage and endorsements (including the standard New York endorsements) as Administrative Agent may require and are available under applicable title insurance rules, and Borrower shall satisfy all requirements therefor; insuring any easements, leasehold estates or other matters appurtenant to or benefiting the Land and/or the Improvements as part of the insured estate; insuring the right of access to the Land to the extent authorized under applicable title insurance rules, and Borrower shall satisfy all requirements therefor; and containing provisions acceptable to Administrative Agent regarding advances and/or readvances of Loan funds after closing. In additionBorrower and Borrower’s counsel shall not have any interest, Seller shall provide direct or indirect, in the Title Company with (or its agent) or any affidavits, ALTA statements or personal undertakings (collectively, an “Owner’s Affidavit”), in form and substance reasonably acceptable to portion of the premium paid for the Title Company, that will permit the Title Company to remove the Insurance. The policy shall contain a pending disbursement clause in Lender’s standard “mechanics lien” and “GAP” exceptions and otherwise issue the Title Policy in the form required or such other form approved by BuyerLender.

Title Insurance. (a) Following completion the execution and delivery of the 3rd party valuation of the Propertythis Agreement, Buyer and Seller shall cause Title Company to deliver to Buyer a commitment for the Title Policy described in subsection (b) below (the “Title Commitment”), together with legible copies of all of the underlying documentation described in such Title Commitment. Seller shall, include in within two business days after the Property Information execution of this Agreement, deliver to Buyer the most recent surveys of the properties that comprise the Property in Seller’s possession, custody possession or control (the “Surveys”). The cost to deliver the Title Commitment to the Buyer shall be split equally (50% / 50%) between Buyer and Seller. (a) At Closing, and as a condition thereof, Buyer shall receive an owner’s title insurance policy (the “Title Policy”) issued by Title Company, dated the day of Closing, with liability in the full amount of the Purchase Price, the form of which shall be an American Land Title Association Owner’s Policy, Standard Form B, 1992 (or other form preferred by Buyer or required or promulgated pursuant to applicable state insurance regulations), subject only to the Permitted Exceptions (defined below). The Title Policy may contain any endorsements requested by Buyer. (b) Prior to the expiration of the Due Diligence Period, Buyer shall review title to the Property as disclosed by the Title Commitment and the Surveys, and satisfy itself as to the availability from the Title Company of the Title Policy and all requested endorsement to such Title Policy. Buyer shall have the right, at its own cost and expense, right to obtain an update of the Surveys or to secure new surveys at any time prior to the expiration of the Due Diligence Period. (c) Seller shall have no obligation to remove or cure title objections, except for (1) liens of an ascertainable amount created by Seller, which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company with Buyer’s approval, (2) any exceptions or encumbrances to title which are created by Seller after the date of this Agreement without Buyer’s consent, and (3) non-consensual liens which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company. In addition, Seller shall provide the Title Company with any affidavits, ALTA statements or personal undertakings (collectively, an “Owner’s Affidavit”), in form and substance reasonably acceptable to the Title Company, that will permit the Title Company to remove the standard “mechanics lien” and “GAP” exceptions and otherwise issue the Title Policy in the form reasonably required by Buyer.

Title Insurance. No later than forty-five (a45) Following completion of the 3rd party valuation of the Property, Buyer and Seller shall cause Title Company to deliver to Buyer a commitment for the Title Policy described in subsection (b) below (the “Title Commitment”), together with legible copies of all of the underlying documentation described in such Title Commitment. Seller shall, include in the Property Information the most recent surveys of the properties that comprise the Property in Seller’s possession, custody or control (the “Surveys”). The cost to deliver the Title Commitment to the Buyer shall be split equally (50% / 50%) between Buyer and Seller. (a) At Closing, and as a condition thereof, Buyer shall receive an owner’s title insurance policy (the “Title Policy”) issued by Title Company, dated the day of Closing, with liability in the full amount of the Purchase Price, the form of which shall be an American Land Title Association Owner’s Policy, Standard Form B, 1992 (or other form preferred by Buyer or required or promulgated pursuant to applicable state insurance regulations), subject only to the Permitted Exceptions (defined below). The Title Policy may contain any endorsements requested by Buyer. (b) Prior to the expiration of the Due Diligence Period, Buyer shall review title to the Property as disclosed by the Title Commitment and the Surveys, and satisfy itself as to the availability from the Title Company of the Title Policy and all requested endorsement to such Title Policy. Buyer shall have the right, at its own cost and expense, to obtain an update of the Surveys or to secure new surveys at any time prior to the expiration of the Due Diligence Period. (c) Seller shall have no obligation to remove or cure title objections, except for (1) liens of an ascertainable amount created by Seller, which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company with Buyer’s approval, (2) any exceptions or encumbrances to title which are created by Seller calendar days after the date of this Agreement without Agreement, Seller shall furnish to Buyer, for the Premises at Buyer’s consentexpense, and a title commitment issued by a title company or qualified law firm (3) non-consensual liens a “Title Company”), naming Buyer as the proposed insured, wherein Title Company shall agree to issue an ALTA form of owner's insurance policy of title insurance (a "Title Commitment"). Each Title Commitment shall include Title Company's requirements to issue a title policy with respect to the Premises, which liens requirements shall be satisfied by Seller shall cause to be released at on or before the Closing Date. If any of the following shall occur (collectively, a "Title Objection"): (i) any Title Commitment or affirmatively other evidence of title or search of the appropriate real estate records discloses that any party other than Seller or one of its Affiliates has title to the insured over estate covered by the Title Company. In additionCommitment; (ii) any title exception (other than a Permitted Lien) is disclosed in Schedule B to any Title Commitment; or (iii) a survey discloses any matter that affects Buyer's use of the Premises for the purpose of operating the relevant Branch, then, in each such case, Seller shall provide the use commercially reasonable efforts to cure each such Title Objection and take all commercially reasonable steps required by Title Company with any affidavits, ALTA statements or personal undertakings (collectively, to eliminate each such Title Objection as an “Owner’s Affidavit”), in form and substance exception to the applicable Title Commitment. Any Title Objection that Title Company is willing to insure over on terms reasonably acceptable to Buyer is herein referred to as an "Insured Exception." The incremental increase in the Title Company, that will permit cost of the premiums as a result of any Insured Exceptions relative to what Title Company to remove would otherwise charge for the standard “mechanics lien” and “GAP” exceptions and otherwise issue the Title Policy title insurance shall be borne by Seller. Except as provided for in the form required prior sentence, the premiums for such title insurance policy, recording costs and other similar costs, fees and expenses, if any, relating to the sale and transfer of the Premises, shall be borne by Buyer.

Title Insurance. (a) Following completion A. Simultaneously with the Effective Date of this Agreement, SELLER shall deliver to BUYER and Escrow Agent a copy of the 3rd party valuation owner's current title insurance policy, if any, together with copies of all instruments recorded in the public records or otherwise encumbering the Property, Buyer and Seller shall cause Title Company subsequent to the effective date of said Policy. B. Within twenty (20) days after the Effective Date, Escrow Agent shall, at SELLER's expense, deliver to Buyer BUYER and BUYER's Attorney for approval, as hereinafter provided, with a commitment copy provided to SELLER's attorney, a preliminary owner's title binder for the Title Policy described in subsection (b) below (the “Title Commitment”)a title insurance policy, together with legible copies of all exception documents referred to therein, to be issued by an agent of the underlying documentation described in such Title Commitment. Seller shall, include Escrow Agent licensed and qualified to do business in the state in which the Real Property Information the most recent surveys of the properties that comprise the Property in Seller’s possession, custody or control is located (the “Surveys”"State"). The cost binder and policy to be issued pursuant thereto shall be paid for by SELLER, shall be issued at the minimum promulgated rate, and shall be in an amount equal to the amount of the purchase price. The policy and binder shall be in a current ALTA standard form "B", except that there shall be no exceptions unless agreed to by BUYER. The policy shall insure marketable title. C. BUYER shall have ten (10) days after receipt of the title binder, together with copies of all exception documents referred to therein, and the survey called for in paragraph 5 hereof to give written notice to SELLER or SELLER's attorney of any objections by BUYER to the state of title (including any matters shown on the survey which are unacceptable to BUYER). Failure of BUYER to deliver a written notice of disapproval of the Title Commitment state of title to the Buyer SELLER or SELLER's attorney within said ten (10) day period shall be split equally conclusive evidence that BUYER has disapproved said preliminary title report and this Agreement shall automatically terminate, in which event, Escrow Agent shall immediately return the Deposit, plus any accrued interest, to BUYER and the parties shall be released from any further obligations hereunder. D. After due notice, SELLER shall have a reasonable time, not to exceed thirty (50% / 50%30) between Buyer days, to cure any title defects (and Seller.if necessary, the Closing shall be delayed for that period). If SELLER fails to cure any title defect as to which due notice is given, BUYER shall have the option to: (a) At Closingterminate this Agreement, in which case BUYER shall notify SELLER that BUYER will not proceed with the purchase, whereupon this Agreement shall terminate and as a condition thereofall parties shall be released from any further obligations hereunder, Buyer except that BUYER shall receive be entitled to an owner’s title insurance policy (the “Title Policy”) issued by Title Company, dated the day immediate refund of Closing, with liability all monies paid in the full amount respect of the Purchase Pricepurchase price plus accrued interest, the form of which shall be an American Land Title Association Owner’s Policyif any, Standard Form B, 1992 (or other form preferred by Buyer or required or promulgated pursuant to applicable state insurance regulations), subject only to the Permitted Exceptions (defined below). The Title Policy may contain any endorsements requested by Buyer.or (b) Prior to the expiration of the Due Diligence Period, Buyer shall review proceed under this Agreement and accept title to the Real Property subject to such defects, in which case the Closing shall take place on the later of the date set for Closing as disclosed hereinafter provided or on a date mutually agreed upon by SELLER and BUYER which shall be within ten (10) days from the date of such election by BUYER (the date finally set by the Title Commitment and parties hereto for the Surveys, and satisfy itself Closing shall be hereinafter referred to as to the availability from the Title Company of the Title Policy and all requested endorsement to such Title Policy. Buyer shall have the right, at its own cost and expense, to obtain an update of the Surveys or to secure new surveys at any time prior to the expiration of the Due Diligence Period"Closing Date"). (c) Seller E. Escrow Agent or its agent, shall have no obligation to remove or cure title objections, except for (1) liens of an ascertainable amount created by Seller, which liens Seller shall cause to be released in attendance at the Closing or affirmatively insured over by the Title Company with Buyer’s approval, (2) any exceptions or encumbrances and be in a position to title which are created by Seller after the date of this Agreement without Buyer’s consent, and (3) non-consensual liens which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company. In addition, Seller shall provide the Title Company with any affidavits, ALTA statements or personal undertakings (collectively, an “Owner’s Affidavit”), in form and substance reasonably acceptable to the Title Company, that will permit the Title Company to remove the standard “mechanics lien” and “GAP” exceptions and otherwise issue the Title Policy title policy upon recording the appropriate documents and insure that SELLER has complied with all requirements set forth under the applicable state statutes to extinguish any right of purchase or rescission in the form required by Buyerfavor of any tenants or homeowners association.

Title Insurance. Buyer may obtain, at its sole option and expense, (a) Following completion of the 3rd party valuation of the Property, Buyer and Seller shall cause Title Company to deliver to Buyer a commitment for the an ALTA Owner’s Title Insurance Policy described in subsection (b) below 2006 Form or other form of policy acceptable to Buyer (the “Title CommitmentCommitments”), together with legible copies of all of ) for each Owned Real Property (other than Owned Real Property located outside the underlying documentation described in such Title Commitment. Seller shall, include in the Property Information the most recent surveys of the properties that comprise the Property in Seller’s possession, custody or control (the “Surveys”). The cost to deliver the Title Commitment to the Buyer shall be split equally (50% / 50%United States) between Buyer and Seller. (a) At Closing, and as from a condition thereof, Buyer shall receive an owner’s title insurance policy company satisfactory to Buyer (the “Title PolicyCompany”), and (b) issued by title insurance policies from the Title Company, dated the day insuring each of Closing, with liability in the full amount Targets’ fee simple title to each Owned Real Property as of the Purchase PriceClosing Date (the “Title Policies”); provided, the form of which shall be an American Land Title Association Owner’s Policyhowever, Standard Form B, 1992 that (or other form preferred by Buyer or required or promulgated pursuant to applicable state insurance regulations), subject only to the Permitted Exceptions (defined below). The Title Policy may contain any endorsements requested by Buyer. (bi) Prior to the expiration of the Due Diligence Period, Buyer shall review title to the Property as disclosed by the Title Commitment and the Surveys, and satisfy itself as to the availability from the Title Company of the Title Policy and all requested endorsement to such Title Policy. Buyer shall have the right, at its own cost and expense, to obtain an update of the Surveys or to secure new surveys at any time prior to the expiration of the Due Diligence Period. (c) Seller shall have no obligation to remove or cure title objections, except for (1) liens of an ascertainable amount created by Seller, which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company with Buyer’s approval, (2) any exceptions or encumbrances to title which are created by Seller after the date of this Agreement without Buyer’s consent, and (3) non-consensual liens which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company. In addition, Seller Sellers shall provide the Title Company with any affidavits, ALTA statements undertakings, memoranda or personal undertakings (collectively, an “Owner’s Affidavit”), in form and substance other assurances reasonably acceptable to the Title Company, that will permit requested by the Title Company to remove the standard “mechanics lien” and “GAP” exceptions and otherwise issue the Title Policy Policies, (ii) Seller shall provide Buyer with any existing Title Commitments, Title Policies and Surveys in its possession or control and (iii) and such access shall be granted to Buyer in accordance with Section 5(e) to the extent reasonably required to conduct the Surveys. The Title Policies will insure each of Targets’ fee simple title to each Owned Real Property as of the Closing Date. If the Title Commitments or Surveys reveal any Lien on the title, other than Permitted Encumbrances, Buyer may notify Seller in writing of such objectionable matter as soon as Buyer determines that such matter is not a Permitted Encumbrance, and Sellers shall use commercially reasonable efforts to remove such objectionable matter as required pursuant to the terms of this Agreement. In the event the Title Company amends or updates the Title Commitments based on such objectionable matters, Buyer may furnish to Sellers a written statement of any objections to any matter first raised in the form required by Buyerupdated Title Commitments, other than Permitted Encumbrances, and Seller shall use commercially reasonable efforts to remove such objectionable matter.

Title Insurance. Buyer shall have received, at Buyer’s expense, the commitment of Chicago Title Company (“Title Company”) to issue, with respect to the Owned Properties and Appurtenant Easements, an endorsement to the existing Title Insurance Policy insuring the Company and delivered to Buyer which shall include (A) subject to the following proviso, an endorsement deleting the standard exclusion from coverage for loss or damage sustained by reason of the Title Company’s denial of liability under the Title Insurance Policy by reason of knowledge of officers of the Company on or prior to the Closing Date imputed to the Company after the Closing Date (“Non-Imputation Coverage”), (B) updating the date of the existing Title Insurance Policy to the Closing Date, and (C) insuring over any matter which is not a Permitted Exception or other matter reasonably acceptable to Buyer, provided that such Non-Imputation Coverage shall be a condition to Buyer’s obligations only if the Title Company will provide it without any representation, indemnity or other undertaking or agreement by Seller other than Seller’s delivery of (i) executed affidavits of the appropriate officers of the Company substantially in the form attached hereto as Exhibit D, disclosing no items other than the matters disclosed pursuant to this Agreement, and (ii) an executed indemnity of Seller substantially in the form attached hereto as Exhibit E. If the Title Company imposes any other conditions to the issuance of the Non-Imputation Coverage (other than payment of any premium by Buyer), then clause (A) above shall be deemed deleted from this Section, unless Title Company agrees to waive such other conditions. It is further agreed by Buyer and Seller that the Title Insurance Policy will also be endorsed, on or prior to the Closing Date, to reflect (a) Following completion the acquisition by the Company prior to the Effective Date of the 3rd party valuation of fee simple title to the Property, Buyer and Seller shall cause Title Company to deliver to Buyer a commitment for three (3) parcels identified in the Title Insurance Policy described as Tract 1, Tract 2 and Tract 3 (as exceptions from the description of Parcel 1 in subsection Exhibit A), and (b) below (the “Title Commitment”), together with legible copies of all identification of the underlying documentation described in such Title Commitment. Seller shall, include in the Property Information the most recent surveys zoning classification and permitted uses of the properties that comprise the Property in Seller’s possession, custody or control (the “Surveys”). The cost to deliver the Title Commitment to the Buyer shall be split equally (50% / 50%) between Buyer and Seller. (a) At Closing, and land as a condition thereof, Buyer shall receive an owner’s title insurance policy (the “Title Policy”) issued by Title Company, dated the day of Closing, with liability in the full amount of the Purchase Price, the form of which shall be an American Land Title Association Owner’s Policy, Standard Form B, 1992 (or other form preferred by Buyer or required or promulgated pursuant to applicable state insurance regulations), subject only to the Permitted Exceptions (defined below). The Title Policy may contain any endorsements requested by Buyer. (b) Prior to the expiration of the Due Diligence Period, Buyer shall review title to the Property as disclosed by the Title Commitment and the Surveys, and satisfy itself as to the availability from the Title Company date of the Title Policy and all requested endorsement to such Title Policy. Buyer shall have the right, at its own cost and expense, to obtain an update of the Surveys or to secure new surveys at any time prior to the expiration of the Due Diligence Period. (c) Seller shall have no obligation to remove or cure title objections, except for (1) liens of an ascertainable amount created by Seller, which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company with Buyer’s approval, (2) any exceptions or encumbrances to title which are created by Seller after the date of this Agreement without Buyer’s consent, and (3) non-consensual liens which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company. In addition, Seller shall provide the Title Company with any affidavits, ALTA statements or personal undertakings (collectively, an “Owner’s Affidavit”), in form and substance reasonably acceptable to the Title Company, that will permit the Title Company to remove the standard “mechanics lien” and “GAP” exceptions and otherwise issue the Title Insurance Policy in the form required by BuyerALTA Endorsement Form 3.1 currently made part of the Title Insurance Policy.

Title Insurance. A. Buyer shall order from a reputable title insurance company which is licensed to do business in the States of Connecticut and New York (athe "Title Company"), within five (5) Following completion days after the execution of this Agreement, time being of the 3rd party valuation of essence, a title report with respect to the Property, Buyer Property and Seller shall cause request the Title Company to deliver to Buyer the Sellers a commitment for the Title Policy described in subsection (b) below (the “Title Commitment”), together with legible copies of all copy thereof promptly upon receipt of the underlying documentation described same, but, in such Title Commitment. Seller shallall events, include in not later than the Property Information the most recent surveys expiration of the properties that comprise Review Period, time being of essence. If such title report discloses title defects or exceptions to title which are not included within the Permitted Exceptions and if, by reason of such title defects or exceptions, the Sellers shall be unable to convey title to the Property in Seller’s possessionaccordance with the provisions of this Agreement, custody or control (then the “Surveys”). The cost Sellers shall have the right, but not the obligation, to deliver attempt to cause the Title Commitment Company to omit such defects or exceptions from the title insurance policy to be issued to the Buyer and, for such purpose, the Sellers shall be split equally entitled to one or more adjournments of the Closing for a period not exceeding sixty (50% / 50%60) between Buyer days in the aggregate. If the Sellers refuse or are unable to eliminate any such title defects or exceptions and Seller. (a) At convey title to the Property in accordance with the terms of this Agreement by the Closing, as the same may be adjourned as aforesaid, then the Buyer, as its sole and as exclusive remedy, may elect by written notice to the Sellers to either (i) reject title to the Property and terminate this Agreement, or (ii) accept title to the Property subject to such defects or exceptions without any abatement of the Purchase Price or liability on the part of the Sellers. If Buyer shall reject title under subsection (i) above, then neither party shall have any liability whatsoever to the other hereunder except that Buyer shall be entitled to a prompt refund of the Deposit and the net cost of any title commitments and survey charges not exceeding $15,000.00 in the aggregate. The existence of any condition thereofto which Buyer agrees to take subject under this Agreement shall not be deemed or construed to render Sellers' title unmarketable, and notwithstanding that such conditions may render title unmarketable, Buyer shall receive an owner’s not have the right to reject title insurance policy (the “Title Policy”) issued by Title Companyreason thereof, dated the day of Closing, with liability in the full amount of the Purchase PricePrice shall not in any respect be reduced, and Buyer shall not be entitled to damages therefor. Anything contained in this subparagraph to the contrary notwithstanding, the form of which Buyer shall accept such title to the Property as the Title Company shall be an American Land Title Association Owner’s Policy, Standard Form B, 1992 (or other form preferred by Buyer or required or promulgated pursuant willing to applicable state insurance regulations)insure, subject only to the Permitted Exceptions Exceptions. Notwithstanding anything to the contrary contained herein, Sellers shall be obligated to remove any title exceptions for mortgages made by Sellers, tax liens against Sellers or imposed upon the Property, judgment liens against Sellers, or mechanics liens for work performed at the request of Sellers and which in each case may be removed by the payment of a liquidated sum and any title exception (defined below). The Title Policy may contain any endorsements requested other than the Permitted Exceptions) created by BuyerSellers' voluntary acts after the date hereof. (b) Prior to the expiration B. If a search of the Due Diligence Periodtitle discloses judgments, bankruptcies or other returns entered against any other person or entity having a name the same as or similar to that of Sellers, Sellers shall, at the Closing, deliver to Buyer affidavits showing that such judgments, bankruptcies or other returns are not against Sellers. C. Except as provided in paragraph A above, the Sellers do not agree to undertake, and nothing herein contained shall review be construed to require Sellers to bring any action or proceeding or otherwise to incur any expense whatsoever to render title to the Property as disclosed by the Title Commitment and the Surveyseither acceptable to Buyer, and satisfy itself as to the availability from the Title Company of the Title Policy and all requested endorsement to such Title Policy. Buyer shall have the rightinsurable, at its own cost and expense, to obtain an update of the Surveys or to secure new surveys at any time prior to be in accordance with the expiration provisions of the Due Diligence Periodthis Agreement. (c) Seller shall have no obligation to remove or cure D. Except as provided in paragraph A above, the premium for Buyer's title objections, except for (1) liens of an ascertainable amount created by Seller, which liens Seller shall cause insurance policy to be released at the Closing or affirmatively insured over issued by the Title Company with Buyer’s approval, (2) any exceptions or encumbrances pursuant to title which are created by Seller after the date of this Agreement without Buyer’s consentCommitment, and (3) non-consensual liens which liens Seller all related charges and survey costs incurred in connection with the Commitment or such policy, shall cause to be released at the Closing or affirmatively insured over by the Title Company. In addition, Seller shall provide the Title Company with any affidavits, ALTA statements or personal undertakings (collectively, an “Owner’s Affidavit”), in form and substance reasonably acceptable to the Title Company, that will permit the Title Company to remove the standard “mechanics lien” and “GAP” exceptions and otherwise issue the Title Policy in the form required paid by Buyer.

Title Insurance. (a) Following completion The Lead Arranger, the Administrative Agent and the Collateral Agent shall have received in respect of the 3rd party valuation of the Property, Buyer and Seller shall cause Title Company to deliver to Buyer each Mortgaged Property a commitment for the Title Policy described in subsection (b) below (the “Title Commitment”), together with legible copies of all of the underlying documentation described in such Title Commitment. Seller shall, include in the Property Information the most recent surveys of the properties that comprise the Property in Seller’s possession, custody or control (the “Surveys”). The cost to deliver the Title Commitment to the Buyer shall be split equally (50% / 50%) between Buyer and Seller. (a) At Closing, and as a condition thereof, Buyer shall receive an ownermortgagee’s title insurance policy (or policies) or marked up unconditional binder for such insurance or unconditional commitment to issue a title policy for such insurance. Each such policy shall (i) be in an amount satisfactory to the “Title Policy”Lead Arranger and the Administrative Agent; (ii) issued by Title Companyinsure that the Mortgage insured thereby creates a valid first Lien on, dated and security interest in, such Mortgaged Property free and clear of all defects and encumbrances, except as disclosed therein; (iii) name the day of ClosingCollateral Agent, with liability in for the full amount benefit of the Purchase PriceSecured Parties, as the insured thereunder; (iv) be in the form of which shall be an American Land Title Association Owner’s Policy, Standard Form B, 1992 (or other form preferred by Buyer or required or promulgated pursuant to applicable state insurance regulations), subject only ALTA Loan Policy acceptable to the Permitted Exceptions (defined below). The Title Policy may contain any endorsements requested by Buyer. (b) Prior to the expiration of the Due Diligence Period, Buyer shall review title to the Property as disclosed by the Title Commitment Lead Arranger and the SurveysAdministrative Agent; (v) not include the “standard” title exceptions, and satisfy itself as to the availability from the Title Company of the Title Policy and all requested endorsement to such Title Policy. Buyer shall have the right, at its own cost and expense, to obtain an update of the Surveys or to secure new surveys at any time prior to the expiration of the Due Diligence Period. (c) Seller shall have no obligation to remove or cure title objections, except for (1) liens of an ascertainable amount created by Seller, which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company with Buyer’s approval, (2) including any exceptions for mechanics’ liens: (vi) contain such endorsements and affirmative coverage as the Lead Arranger or encumbrances to title which are created by Seller after the date of this Agreement without Buyer’s consentAdministrative Agent may reasonably request, and (3) non-consensual liens which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company. In addition, Seller shall provide the Title Company with any affidavits, ALTA statements or personal undertakings (collectively, an “Owner’s Affidavit”), each in form and substance reasonably acceptable to the Lead Arranger and the Administrative Agent, and (vii) be issued by title companies reasonably satisfactory to the Lead Arranger and the Administrative Agent (including any such title companies acting as co-insurers or reinsurers, at the option of the Lead Arranger or the Administrative Agent), it being agreed that ▇▇▇▇▇▇▇ Title Insurance Company is acceptable to the Lead Arranger and the Administrative Agent (in each such case, a “Title Company”). The Lead Arranger, the Administrative Agent and the Collateral Agent shall have received evidence reasonably satisfactory to each of them that all premiums in respect of each such policy, any charges for mortgage recording tax, and all related expenses, if any, have been paid or will permit be paid on the Closing Date and that all mortgage tax and related affidavits, if any, have been delivered to the Title Company Company. The Lead Arranger, the Administrative Agent and the Collateral Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to remove title in, the standard “mechanics lien” and “GAP” exceptions and otherwise issue the Title Policy in the form required by Buyertitle policy or policies referred to above.

Title Insurance. (a) Following completion of At Closing, the 3rd party valuation of the Property, Buyer and Seller shall cause Title Company to deliver shall issue the Owner’s Title Policy to Buyer a commitment for the Title Policy described in subsection (b) below (the “Title Commitment”), together with legible copies of all of the underlying documentation described in such Title Commitment. Seller shall, include in the Property Information the most recent surveys of the properties that comprise the Property in Seller’s possession, custody or control (the “Surveys”). The cost pursuant to deliver the Title Commitment in such form as Buyer determines is acceptable to Buyer, insuring that fee simple title to the Real Property is vested in Buyer shall be split equally (50% / 50%) between Buyer and Seller. (a) At Closing, and as a condition thereof, Buyer shall receive an owner’s title insurance policy (the “Title Policy”) issued by Title Company, dated the day of Closing, with liability in the full amount of the Purchase Price, the form of which shall be an American Land Title Association Owner’s Policy, Standard Form B, 1992 (or other form preferred by Buyer or required or promulgated pursuant to applicable state insurance regulations), subject only to the Permitted Exceptions (defined below)Exceptions. The Title Policy may contain any endorsements requested by Buyer. (b) Prior to After the expiration of the Due Diligence Period, Buyer shall review title be entitled to request that the Title Company provide such further endorsements (or amendments) to the Property Owner’s Title Policy as disclosed by Buyer may reasonably require, provided that (a) such endorsements (or amendments) shall be at no cost to, and shall impose no additional liability on, Seller, (b) Buyer’s obligations under this Agreement shall not be conditioned upon Buyer’s ability to obtain any such endorsements that Buyer did not obtain in the Title Commitment and the Surveysor any endorsements thereto, and satisfy itself as to the availability from the Title Company of the Title Policy and all requested endorsement to such Title Policy. Buyer shall have the rightor reissuances thereof, at its own cost and expense, to obtain an update of the Surveys or to secure new surveys at any time prior to the expiration of received during the Due Diligence Period. , and, if Buyer is unable to obtain such endorsements, Buyer shall nevertheless be obligated to proceed to close the Transaction without reduction of or set off against the Purchase Price (as Buyer has the opportunity to determine during the Due Diligence Period whether such endorsements are acceptable to Buyer), and (c) Seller shall have no obligation to remove or cure title objections, except for (1) liens of an ascertainable amount created by Seller, which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company with shall not be delayed as a result of Buyer’s approval, (2) any exceptions or encumbrances to title which are created by Seller after the date of this Agreement without Buyer’s consent, and (3) non-consensual liens which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company. In addition, Seller shall provide the Title Company with any affidavits, ALTA statements or personal undertakings (collectively, an “Owner’s Affidavit”), in form and substance reasonably acceptable to the Title Company, that will permit the Title Company to remove the standard “mechanics lien” and “GAP” exceptions and otherwise issue the Title Policy in the form required by Buyerrequest.

Title Insurance. (a) Following completion Seller agrees to convey merchantable title to the real estate herein by providing a standard Owners Title Insurance Policy in the total amount of the 3rd party valuation purchase price from Attorney's Title Company d/b/a Republic County Title Company, Concordia, KS. The title insurance policy provided, after closing, shall guarantee the merchantability of the Propertytitle to the real estate, subject to easements, visible and of record, which do not affect the merchantability of the title. Upon the execution of this Contract, a Title Commitment shall be prepared. Upon delivery of the Preliminary Owner's Title Commitment, the Buyer shall have a reasonable time, not to exceed five (5) business days, to examine the same and return the same to Seller with any written objections to the title within such time, otherwise any such objections shall be deemed to be waived. The Seller shall cause Title Company to deliver to Buyer have a commitment for the Title Policy described in subsection (b) below (the “Title Commitment”)reasonable time, together with legible copies of all of the underlying documentation described in such Title Commitment. Seller shall, include in the Property Information the most recent surveys of the properties that comprise the Property in Seller’s possession, custody or control (the “Surveys”). The cost to deliver after the Title Commitment has been received and after receiving any written objections from Buyer, to correct any defects in title. If the title to the real estate should prove uninsurable, then the Buyer may void this Contract without any further claim or damages, and all payments made hereunder by the Buyer shall be split returned to the Buyer, as the sole and exclusive remedy. Any questions concerning marketable title will be determined as nearly as possible in accordance with the Title Standards Handbook published by the Kansas Bar Association. If the Seller is unable to provide merchantable title, any ▇▇▇▇▇▇▇ money paid shall be returned to Buyer. By agreement of the parties, the expense of providing the Owner's Title Insurance Policy shall be divided equally (50% / 50%) between Buyer and Seller. (a) At Closingthem, and as if a condition thereofMortgage Title Insurance Policy is required, Buyer shall receive an owner’s title insurance policy (the “Title Policy”) issued by Title Company, dated the day of Closing, with liability in the full amount expense of the Purchase Price, the form of which providing said Mortgage Title Insurance Policy shall be an American Land Title Association Owner’s Policy, Standard Form B, 1992 (or other form preferred paid by Buyer or the Buyer. Seller shall be responsible for the preparation and recording of any curative documents required or promulgated pursuant to applicable state insurance regulations), subject only to the Permitted Exceptions (defined below)establish title in Seller. The Title Policy may contain any endorsements requested by Buyer. (b) Prior to the expiration of the Due Diligence Period, Buyer shall review title to the Property as disclosed by parties agree that the Title Commitment and the Surveys, and satisfy itself as to the availability from the Title Company of the Title Policy and all requested endorsement to such Title Policy. Buyer shall have the right, at its own cost and expense, to obtain an update of the Surveys or to secure new surveys at any time prior to the expiration of the Due Diligence Period. (c) Seller shall have no obligation to remove or cure title objections, except for (1) liens of an ascertainable amount created by Seller, which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company with Buyer’s approval, (2) any exceptions or encumbrances to title which are created by Seller after the date of this Agreement without Buyer’s consent, and (3) non-consensual liens which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company. In addition, Seller shall provide the Title Company with any affidavits, ALTA statements or personal undertakings (collectively, an “Owner’s Affidavit”), in form and substance reasonably acceptable to the Title Company, that will permit the Title Company to remove the standard “mechanics lien” and “GAP” exceptions and otherwise issue the Title Policy in the form required by Buyer.Insurances does not cover:

Title Insurance. (a) Following completion of the 3rd party valuation of the PropertyAt Buyer’s option and at Buyer’s sole cost and expense, Buyer may obtain policies, dated the Closing Date, on ALTA 1992 Owner’s Form B with extended coverage guaranteeing the standard exceptions to title customarily contained in such policies, covering the Transmission Fee Interests and Seller shall cause Title Company to deliver to Buyer the Material Easements issued by a commitment for the Title Policy described in subsection (b) below nationally recognized title insurance company (the “Title CommitmentCompany”), together with legible copies of all insuring, as of the underlying documentation described Closing Date, the fee simple title of Buyer in such Title Commitment. Seller shall, include Transmission Fee Interests or easement estate of Buyer in the Property Information the most recent surveys of the properties that comprise the Property Material Easements in Seller’s possession, custody or control (the “Surveys”). The cost to deliver the Title Commitment to the Buyer shall be split equally (50% / 50%) between Buyer and Seller. (a) At Closing, and as a condition thereof, Buyer shall receive an owner’s title insurance policy (the “Title Policy”) issued amount reasonably determined by Title Company, dated the day of Closing, with liability in the full amount of the Purchase Price, the form of which shall be an American Land Title Association Owner’s Policy, Standard Form B, 1992 (or other form preferred by Buyer or required or promulgated pursuant to applicable state insurance regulations)Buyer, subject only to the Permitted Exceptions (defined below)Encumbrances. The Title Policy may contain any endorsements requested by Seller shall cooperate reasonably and in good faith in Buyer. (b) Prior ’s efforts to the expiration obtain such policies of the Due Diligence Periodtitle insurance, Buyer shall review title including executing and delivering, or causing to the Property as disclosed by the Title Commitment be executed and the Surveysdelivered, and satisfy itself as to the availability from the Title Company of the Title Policy and all any affidavits reasonably requested endorsement to such Title Policy. Buyer shall have the right, at its own cost and expense, to obtain an update of the Surveys or to secure new surveys at any time prior to the expiration of the Due Diligence Period. (c) Seller shall have no obligation to remove or cure title objections, except for (1) liens of an ascertainable amount created by Seller, which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company or Buyer in connection with the issuance of the policies and to provide affirmative endorsements for no mechanics’ liens; provided that to the extent Buyer requests Seller to provide such cooperation and/or execute and deliver such affidavits, and without limiting any rights Buyer has under this Agreement, including Article X, Buyer shall indemnify and hold harmless Seller, its officers, directors and Affiliates from and against Losses suffered or incurred by any of them with respect to any Claims made by third parties relating to or based upon any affidavit of Seller provided at Buyer’s approvalrequest pursuant to this Section 7.17; provided, (2) however, that Buyer shall not have any exceptions obligation to indemnify and hold harmless Seller, its officers, directors or encumbrances Affiliates to title which are created the extent that any such Losses suffered or incurred arose from information provided by Seller after in writing in any affidavit pursuant to this Section 7.17 failing to be true and correct in all material respects. For the date avoidance of this Agreement without Buyer’s consentdoubt, and (3) non-consensual liens which liens Seller shall cause not be obligated to furnish any title insurance policies to Buyer and it shall not be released a requirement of or condition to the Closing that Buyer obtain or be able to obtain any such policies. Prior to the Closing Date, at the Closing or affirmatively insured over by the Title Company. In additionrequest of Buyer, Seller shall provide the Title Company to Buyer abstracts of title with any affidavits, ALTA statements or personal undertakings (collectively, an “Owner’s Affidavit”), in form and substance reasonably acceptable respect to the Title CompanyTransmission Fee Interests, that will permit to the Title Company to remove the standard “mechanics lien” and “GAP” exceptions and otherwise issue the Title Policy in the form required by Buyerextent available.

Title Insurance. (aSchedule 5.8(d)(i) Following completion sets forth a description of the 3rd party valuation of Real Property. Buyer has ordered from the Property, Buyer and Seller shall cause Title Company to deliver to Buyer a title insurance search and commitment for the Title Policy described in subsection (b) below a title insurance policy (the “Title Commitment”), together with legible copies setting forth the status of all of title to the underlying documentation described Real Property and any defects in such or exceptions or objections to title (“Title Commitment. Seller shall, include in the Property Information the most recent surveys of the properties that comprise the Property in Seller’s possession, custody or control (the “SurveysExceptions”). The cost to deliver No later than ten (10) business days after Buyer’s receipt of the Survey and Title Commitment to the Buyer shall be split equally (50% / 50%) between Buyer and Seller. (a) At Closing, and as a condition thereofCommitment, Buyer shall receive an owner’s title insurance policy (the “notify Seller of any Title Policy”) issued by Title Company, dated the day of Closing, with liability in the full amount of the Purchase Price, the form of which shall be an American Land Title Association Owner’s Policy, Standard Form B, 1992 (or other form preferred by Buyer or required or promulgated pursuant to applicable state insurance regulations), subject only to the Permitted Exceptions (defined below). The Title Policy may contain any endorsements requested by Buyer. (b) Prior to the expiration of the Due Diligence Period, Buyer shall review title to the Property as disclosed by the Title Commitment (or the Current Survey) which are not Permitted Encumbrances and are objectionable to Buyer (“Title Objections”). Each Title Exception not objected to shall be deemed a Permitted Encumbrance. Upon receipt of a Title Objection, Seller may notify Buyer by written notice (the Surveys“Response Notice”), and satisfy itself as to the availability from the Title Company not later than five (5) business days after receipt of the Title Policy Objection (the “Cure Notice Deadline”) that either (i) Seller agrees to cure, at Seller’s expense, all Title Objections prior to Closing, or (ii) Seller does not intend to cure such Title Objections. A title defect shall be deemed cured if Title Company deletes reference to the item constituting the title defect as an encumbrance and exception to the Title Company’s insurance coverages without additional or special premium. If Seller declines to cure the Title Objections prior to Closing, Buyer may terminate this Agreement by written notice delivered to Seller within five (5) business days after receipt of the Response Notice and Seller shall reimburse Buyer for all of its costs and expenses incurred in connection with the due diligence, the negotiation of the letter of intent between Seller and Buyer dated January 24, 2008 and this Agreement (including the negotiation of all associated agreements and all requested endorsement to actions performed as part of this Agreement). Such termination shall be Buyer’s sole remedy. If Buyer does not terminate this Agreement, such Title Policy. Buyer Objections shall be deemed Permitted Encumbrances; provided, however, that if such a Title Objection can be cured by the payment of money only, Buyer’s shall have the right, at its own cost and expense, to obtain an update of the Surveys or to secure new surveys at any time prior to the expiration of the Due Diligence Period. (c) Seller shall have no obligation to remove or cure title objections, except for (1) liens of an ascertainable amount created by Seller, which liens Seller shall cause to be released option at the Closing or affirmatively insured over by to deduct from the Purchase Price the amount of money necessary, in the opinion of the Title Company with Buyer’s approvalCompany, (2) any exceptions or encumbrances to title cure the Title Objection, which are created by Seller after the date amount may include such other sums as may be deemed necessary of this Agreement without Buyer’s consent, and (3) non-consensual liens which liens Seller shall cause to be released at the Closing or affirmatively insured over desirable by the Title Company. In addition, Seller shall provide the Title Company with any affidavits, ALTA statements or personal undertakings (collectively, an “Owner’s Affidavit”), in form and substance reasonably acceptable to the Title Company, that will permit the Title Company to remove the standard “mechanics lien” and “GAP” exceptions and otherwise issue the Title Policy in the form required by Buyer.

Title Insurance. (a) Following completion of the 3rd party valuation of the Prior to adding any Property as a Borrowing Base Property, Buyer and Seller Borrower shall cause Title Company to deliver to Buyer a commitment for the Title Policy described in subsection (b) below (the “Title Commitment”), together provide Lender with legible copies of all of the underlying documentation described in such Title Commitment. Seller shall, include in the Property Information the most recent surveys of the properties that comprise the Property in Seller’s possession, custody or control (the “Surveys”). The cost to deliver the Title Commitment to the Buyer shall be split equally (50% / 50%) between Buyer and Seller. (a) At Closing, and as a condition thereof, Buyer shall receive an owner’s 2006 Form ALTA extended coverage title insurance policy (or local equivalent in the “Title Policy”State in which the Property is located) issued by Chicago Title Insurance Company or another title insurer acceptable to Lender in its sole discretion (which discretion may specifically include the right to refuse to accept policies from LandAmerica Title Insurance Company, dated the day of ClosingLawyers Title Insurance Company and Commonwealth Land Title Insurance Company), with liability in the full maximum amount of the Purchase Price, Loan plus any other amount secured by the form of which shall be an American Land Title Association Owner’s Policy, Standard Form B, 1992 Security Instrument (or other form preferred a pro rated amount of the Loan Amount together with a tie in endorsement, as determined by Buyer or required or promulgated pursuant to applicable state insurance regulationsLender), subject only to on a coinsurance and/or reinsurance basis if and as required by Lender, insuring without exclusion or exception for creditors' rights (including the Permitted Exceptions (defined below). The Title Policy may contain endorsement of any endorsements requested by Buyer. (b) Prior to standard exclusion appearing in the expiration Jacket or standard conditions of the Due Diligence Period, Buyer shall review such title to the Property as disclosed by the Title Commitment and the Surveys, and satisfy itself as to the availability from the Title Company insurance policy out of the Title Policy and all requested endorsement to such Title Policy. Buyer shall have the right, at its own cost and expense, to obtain an update of the Surveys or to secure new surveys at any time prior to the expiration of the Due Diligence Period. (c) Seller shall have no obligation to remove or cure title objections, except for (1) liens of an ascertainable amount created by Seller, which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company with Buyer’s approval, (2) any exceptions or encumbrances to title which are created by Seller after the date of this Agreement without Buyer’s consent, and (3) non-consensual liens which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company. In addition, Seller shall provide the Title Company with any affidavits, ALTA statements or personal undertakings (collectively, an “Owner’s Affidavit”), exclusions in form and substance reasonably acceptable to Lender) that the Title CompanySecurity Instrument encumbering the Property to be added as a Borrowing Base Property constitutes a valid lien covering said Property and all Improvements thereon, that will permit having the Title Company first priority required by Lender and subject only to remove the standard “mechanics lien” and “GAP” those exceptions and otherwise issue encumbrances (regardless of rank or priority) Lender approves, in a form acceptable to Lender and with such endorsements as Lender may require, and with all "standard" exceptions which can be deleted, including the Title Policy exception for matters which a current survey would show, deleted to the fullest extent authorized under applicable title insurance rules, and Borrower shall satisfy all requirements therefor permitted; containing no exception for standby fees or real estate taxes or assessments other than those for the year in which the closing occurs to the extent the same are not then due and payable and endorsed "not yet due and payable" and no exception for subsequent assessments for prior years; providing full coverage against mechanics' and materialmen's liens to the extent authorized under applicable title insurance rules, and Borrower shall satisfy all requirements therefor; insuring that no restrictive covenants shown in the form required by Buyertitle insurance have been violated, and that no violation of the restrictions will result in a reversion or forfeiture of title; insuring all appurtenant easements; insuring that fee simple indefeasible or marketable (as coverage is available) fee simple or leasehold (as applicable) title to such Property and Improvements is vested in Borrower (or a Permitted Subsidiary in the case of the Properties described in Schedule 6.10 and 6.11 and not other Properties); containing such affirmative coverage and endorsements as Lender may require and are available under applicable title insurance rules, and Borrower shall satisfy all requirements therefor; insuring any easements, leasehold estates or other matters appurtenant to or benefiting the Property and/or the Improvements as part of the insured estate; insuring the right of access to the Property to the extent authorized under applicable title insurance rules and regulations.

Title Insurance. (a) Following completion At the Close of Escrow, the 3rd party valuation of the Property, Buyer and Seller shall cause Title Company shall issue to deliver to Buyer a commitment for the Title Policy described in subsection (b) below (the “Title Commitment”)Buyer, together with legible copies of all of the underlying documentation described in such Title Commitment. Seller shall, include in the Property Information the most recent surveys of the properties that comprise the Property in at Seller’s possessionsole cost and expense, custody or control (the “Surveys”). The cost to deliver the Title Commitment to the Buyer shall be split equally (50% / 50%) between Buyer and Seller. (a) At Closing, and as a condition thereof, Buyer shall receive an ownerCLTA Owner’s Form of title insurance policy (the “Title Policy”) issued by Title Company), dated the day of Closing, with liability in the full amount of the Purchase PricePrice which is allocated to the Real Property, insuring that title to the form of which shall be an American Land Title Association Owner’s Policy, Standard Form B, 1992 (or other form preferred by Real Property is vested in Buyer or required or promulgated pursuant to applicable state insurance regulations), subject only to the Permitted Exceptions (defined below). The Title Policy may contain any endorsements requested by Buyer. (b) Prior to the expiration of the Due Diligence Period, Buyer shall review title to the Property as disclosed by the Title Commitment and the Surveys, and satisfy itself as to the availability from the Title Company of the Title Policy and all requested endorsement to such Title PolicyExceptions. Buyer shall have the rightright to procure an ALTA Extended Coverage Owner’s Policy of Title Insurance (“ALTA Policy”) as long as the issuance of the ALTA Policy does not delay or extend the Closing Date. Buyer shall pay for the increased cost of such ALTA Policy, the cost of any survey that the Title Company requires for issuance of an ALTA Policy as provided in Section 4.4 below, and for the cost of any other increase in the amount or scope of title insurance if requested by Buyer. Buyer may request that the Title Company provide, at its own Buyer’s sole cost and expense, such endorsements (or amendments) to the Owner’s Title Policy as Buyer may reasonably require, provided that (a) such endorsements (or amendments) shall be at no cost or additional liability to Seller, (b) except as otherwise provided in this Agreement or as offered by Seller to cure a Title Objection, Buyer’s obligations under this Agreement shall not be conditioned upon Buyer’s ability to obtain an update such endorsements and, if Buyer is unable to obtain such endorsements, Buyer shall nevertheless be obligated to proceed to close the transaction contemplated by this Agreement (the “Transaction”) without reduction of or set off against the Surveys or to secure new surveys at any time prior to the expiration of the Due Diligence Period. Purchase Price, and (c) Seller the Close of Escrow shall have no obligation to remove or cure title objections, except for (1) liens not be delayed as a result of an ascertainable amount created by Seller, which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company with Buyer’s approval, (2) any exceptions or encumbrances to title which are created by Seller after the date of this Agreement without Buyer’s consent, and (3) non-consensual liens which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company. In addition, Seller shall provide the Title Company with any affidavits, ALTA statements or personal undertakings (collectively, an “Owner’s Affidavit”), in form and substance reasonably acceptable to the Title Company, that will permit the Title Company to remove the standard “mechanics lien” and “GAP” exceptions and otherwise issue the Title Policy in the form required by Buyerrequest.

Title Insurance. (a) Following completion of the 3rd party valuation of the Property, Buyer and Seller shall cause Title Company to deliver to Buyer a commitment for the Title Policy described in subsection (b) below (the “Title Commitment”), together with legible copies of all of the underlying documentation described in such Title Commitment. Seller shall, include in the Property Information the most recent surveys of the properties that comprise the Property in at Seller’s possession's expense, custody or control secure a --------------- commitment (the “Surveys”). The cost to deliver the "Title Commitment to the Buyer shall be split equally (50% / 50%Commitment") between Buyer and Seller. (a) At Closing, and as a condition thereof, Buyer shall receive for an owner’s 's policy of title insurance policy (the “"Title Policy”) issued by Title Company"), dated the day of Closing, with liability in the full amount of the Purchase Price, the form of which shall be an on American Land Title Association Owner’s Policy, Standard standard form of owner'S marketability policy (ALTA Form B, 1992 (or other form preferred by Buyer or required or promulgated pursuant to applicable state insurance regulations), subject only without exceptions other than as herein below specifically provided or set forth on Exhibit "B" affixed hereto, to be issued by such title company reasonably acceptable to Purchaser (the Permitted Exceptions "Title Company"), in an amount not less than the Purchase Price and deliver same to Purchaser on or before twenty (defined below)20) days after the date of execution of this Agreement by Seller. The Title Policy may contain any endorsements requested by Buyer. (b) Prior to the expiration shall insure Purchaser, that upon consummation of the Due Diligence Periodpurchase and sale herein contemplated, Buyer shall review Purchaser will be vested with good, fee simple, marketable and insurable title to the Property Property, subject to no liabilities, encumbrances or exceptions, except as disclosed by set forth on Exhibit "B". With respect to any exception contained in the Title Commitment for unfiled and the Surveysunrecorded materialman's and mechanics' liens, Seller hereby covenants and satisfy itself as agrees to the availability from furnish the Title Company of the Title Policy with such affidavits and all requested endorsement to such Title Policy. Buyer shall have the right, at its own cost and expense, to obtain an update of the Surveys or to secure new surveys at any time prior to the expiration of the Due Diligence Period. (c) Seller shall have no obligation to remove or cure title objections, except for (1) liens of an ascertainable amount created by Seller, which liens Seller shall cause to indemnities as may be released at the Closing or affirmatively insured over required by the Title Company with Buyer’s approval, (2) any exceptions or encumbrances in order to title which are created by Seller after the date of this Agreement without Buyer’s consent, and (3) non-consensual liens which liens Seller shall cause to be released at the Closing or affirmatively insured over by issue the Title CompanyPolicy without such exception. In addition, Seller shall provide hereby agrees to pay for the cost of the Title Survey certified to Purchaser and the Title Company with any affidavitsand adequate to remove the so-called standard exceptions from the Title Policy. Any liens related to debts of Seller which are to be paid or otherwise satisfied at Closing by Seller shall not be deemed to be title defects. If the Title Commitment discloses judgments, ALTA statements bankruptcies or personal undertakings (collectivelyother returns against other persons having names the same as or similar to that of the Seller, an “Owner’s Affidavit”)the Seller, in form on request, shall deliver to Purchaser and substance reasonably acceptable to the Title Company, affidavits showing that will permit such judgments, bankruptcies or other returns are not against the Seller. Seller shall also deliver any reasonable affidavits and reasonable documentary evidence required by the Title Company to remove eliminate all exceptions other than the standard “mechanics lien” and “GAP” approved exceptions and otherwise issue appearing in the Title Policy in the form required by BuyerCommitment.

Title Insurance. (a) Following completion of the 3rd party valuation of the With respect to each Property, Buyer at the applicable Purchaser’s sole cost (subject to Sections 7.4 and Seller shall cause 7.6), delivery at the Closing of a standard 2006 form of an American Land Title Association partner policy of title insurance, or a final marked up title commitment signed and dated by the Title Company to deliver to Buyer representing same which shall be conditioned only on paying the premium therefor (individually, a commitment for the “Title Policy described in subsection (b) below (Policy” and collectively, the “Title CommitmentPolicies”), together with legible copies of all dated as of the underlying documentation described in such Title Commitment. Seller shall, include in the Property Information the most recent surveys of the properties that comprise the Property in Seller’s possession, custody or control (the “Surveys”). The cost to deliver the Title Commitment to the Buyer shall be split equally (50% / 50%) between Buyer and Seller. (a) At Closing, and as a condition thereof, Buyer shall receive an owner’s title insurance policy (the “Title Policy”) issued by Title Company, dated the day of ClosingClosing Date, with liability in the full amount requested by the applicable Purchaser (but not greater than the Property Value for such Property immediately following Closing), issued by Fidelity National Title Insurance Company (“Fidelity Title”) (with, at Primary Purchaser’s election, co-insurance for 50% of the Purchase Price, the form of which total policy amount to be provided by such other title insurance company as shall be an American Land Title Association Ownerselected by Primary Purchaser, subject to Seller’s Policyreasonable approval, Standard Form Band provided that WPG or Seller shall not be required to take any actions or provide any assurances (including, 1992 (or other form preferred by Buyer or required or promulgated without limitation, with respect to the affidavits set forth pursuant to Section 4.2.2(d) hereof) beyond those required by Fidelity Title), insuring the applicable state insurance regulations)Purchaser’s indirect interest in such Real Property, subject only to the following (collectively, the “Permitted Exceptions Encumbrances”) applicable to such Real Property: (defined below). The Title Policy may contain any endorsements requested by Buyeri) Non-delinquent real property taxes and all assessments and unpaid installments thereof that are not delinquent. (bii) Prior to The Leases and Specialty Leases, including any Leases and Specialty Leases executed in accordance with this Agreement after the expiration Effective Date, and the rights of the Due Diligence Period, Buyer shall review title to the Property as disclosed by the Title Commitment and the Surveys, and satisfy itself as to the availability from the Title Company of the Title Policy and all requested endorsement to such Title Policy. Buyer shall have the right, at its own cost and expense, to obtain an update of the Surveys or to secure new surveys at any time prior to the expiration of the Due Diligence Periodtenants thereunder. (ciii) Seller shall have no obligation The reciprocal easement and operating agreements affecting such Property and any supplement or other ancillary agreements relating thereto, in each case as enumerated on Exhibit G (individually, an “REA” and collectively, the “REAs”), and the rights of the parties, other than the Property Owners, thereunder (individually, an “REA Party” and collectively, the “REA Parties”). (iv) Any other lien, encumbrance, easement or other exception or matter voluntarily imposed, or consented to remove in writing, by such Purchaser prior to or cure as of the Closing. (v) Any matters disclosed in the title objectionsinsurance commitments (the “Title Commitments”) identified on Exhibit L, except for (1) the monetary liens of an ascertainable amount created by Sellerlisted out or otherwise specifically referenced on such Exhibit L under the category “Unpermitted Exceptions/Requirements”, as to which monetary liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company with Buyer’s approval, (2) any exceptions or encumbrances to title which are created by Seller after the date of this Agreement without Buyer’s consent, and (3) non-consensual liens which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company. In addition, Seller shall provide the Title Company with any affidavits, ALTA statements or personal undertakings (collectively, an “Owner’s Affidavit”), in form and substance reasonably acceptable to the Title Company, that will permit the Title Company to remove insure over or otherwise omit as an exception to the standard “mechanics lien” applicable Title Policy. (vi) The Assumed Mortgage Debt Loan Documents and “GAP” exceptions and otherwise issue New Mortgage Debt Loan Documents pertaining to such Real Property. (vii) Any other matter affecting title or survey first disclosed to Purchasers after execution of this Agreement (it being agreed that any matters disclosed on previous loan policies or owner’s policies delivered to Purchasers, which were not disclosed on the Title Policy Commitments, shall, without limitation, be deemed to have first been disclosed after execution of this Agreement) to which the applicable Purchaser does not object within five (5) business days after receiving written notice thereof from Seller, WPG or the Title Company (or as to which matter the Title Company agrees to omit or insure over); provided that the applicable Purchaser agrees not to object to matters that do not materially adversely affect either (a) the operation of the subject Property Group as currently operated, or (b) the fair market value of such Property Group. Notwithstanding the foregoing, any matter which can be cured by the payment of money shall not be a Permitted Encumbrance under this clause (vii) and shall be removed by Seller at Seller’s sole cost at or prior to Closing. The Title Policies shall include, at Purchasers’ sole cost, such title insurance endorsements, including non-imputation endorsements (if available in the applicable jurisdiction), as Purchasers may reasonably request, and which shall be in such form as Purchasers may reasonably request and which are available in the applicable jurisdiction; provided that (i) none of Primary Purchaser, Parallel Purchaser or their respective affiliates has taken any action, or failed to take any action required of Purchasers, that would cause the Title Company to refuse to issue such endorsements in such form, and (ii) the same does not result in any new or additional (including without limitation in respect of the caps, baskets and survival periods herein) obligation, covenant, representation or warranty of the Seller Parties under this Agreement beyond those expressly set forth in this Agreement. For purposes of this Agreement, no action by Buyerthe WPG Parties, any Partnership Entity, any Parallel Partnership Entity or any of their affiliates prior to the Closing shall be an action of Purchasers or any affiliate of Purchasers.

Title Insurance. Purchaser agrees to make, promptly after the signing hereof, application for a title report (a“Purchaser’s Title Report”) Following completion of the 3rd party valuation of the Property, Buyer and Seller shall cause from Chicago Title Insurance Company to deliver to Buyer a commitment for the Title Policy described in subsection (b) below (the “Title CommitmentCompany”), together with legible copies . Purchaser acknowledges receipt of all a copy of the underlying documentation described in such title commitment No. 3104-00760 of Chicago Title Commitment. Seller shallInsurance Company dated September 2, include in the Property Information the most recent surveys of the properties that comprise the Property in Seller’s possession, custody or control 2004 (the “Surveys”). The cost to deliver the Contract Title Commitment to the Buyer shall be split equally (50% / 50%) between Buyer and Seller. (a) At Closing, and as a condition thereof, Buyer shall receive an owner’s title insurance policy (the “Title PolicyReport”) issued by Title Company, dated and the day of Closing, with liability in the full amount Contract Survey. Purchaser agrees to pay any update of the Purchase Price, Contract Survey ordered or arranged for by or at the form request of which shall be an American Land Title Association Owner’s Policy, Standard Form B, 1992 (or other form preferred by Buyer or required or promulgated pursuant to applicable state insurance regulations), subject only Purchaser. Purchaser acknowledges and agrees that Purchaser has no objection to the Permitted Exceptions (defined below)Encumbrances and the Permitted Encumbrances shall remain and Purchaser shall be obligated to accept title subject to same. The Purchaser shall deliver to Seller’s attorneys, ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq., a copy of Purchaser’s Title Policy may contain any endorsements requested by Buyer. (b) Prior Report and, if Purchaser elects to obtain an updated Contract Survey, such updated Contract Survey. If, at or prior to the expiration of the Due Diligence PeriodClosing Date, Buyer shall review title to the Property as disclosed by the Title Commitment and the Surveys, and satisfy itself as to the availability from the Title Company of shall deliver to Purchaser and/or Seller’s attorneys any update or revision to the Contract Title Policy Report or the Purchaser’s Title Report which discloses additional liens, encumbrances or other title exceptions which are not Permitted Encumbrances, then any such additional liens, encumbrances or other title exceptions shall be deemed objected to by Purchaser (unless otherwise waived by Purchaser in writing) and all requested endorsement shall constitute a “Subsequent Title Objection”. In the event there is a Subsequent Title Objection which is not waived by Purchaser, and which Seller is unable to such Title Policy. Buyer shall have the right, at its own cost and expense, to obtain an update of the Surveys or to secure new surveys at any time remedy prior to the expiration Closing Date, Purchaser hereby grants to Seller a reasonable adjournment of the Due Diligence PeriodClosing Date not to exceed thirty (30) days during which ▇▇▇▇ ▇▇▇▇▇▇ may attempt to remedy same. (c) Seller shall have no obligation to remove or cure title objections, except for (1) liens of an ascertainable amount created by Seller, which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company with Buyer’s approval, (2) any exceptions or encumbrances to title which are created by Seller after the date of this Agreement without Buyer’s consent, and (3) non-consensual liens which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company. In addition, Seller shall provide the Title Company with any affidavits, ALTA statements or personal undertakings (collectively, an “Owner’s Affidavit”), in form and substance reasonably acceptable to the Title Company, that will permit the Title Company to remove the standard “mechanics lien” and “GAP” exceptions and otherwise issue the Title Policy in the form required by Buyer.

Title Insurance. (a) Following completion of the 3rd party valuation of the Property, Buyer and Seller shall cause cooperate with Purchaser in obtaining a binding commitment for an owner's policy of title insurance to be issued by the Title Company to deliver to Buyer a commitment for the Title Policy described in subsection (b) below (the “Title Commitment”), together with legible copies of all of the underlying documentation described in such Title Commitment. Seller shall, include in the Property Information the most recent surveys of the properties that comprise the Property in Seller’s possession, custody or control (the “Surveys”). The cost to deliver the Title Commitment to the Buyer shall be split equally (50% / 50%) between Buyer and Seller. (a) At Closing, and as a condition thereof, Buyer shall receive an owner’s title insurance policy (the “Title Policy”) issued by Title Company, dated the day of Closing, with liability in the full amount of the Purchase Price, the form of which shall be an Purchaser on American Land Title Association Owner’s PolicyForm B-1970 (THE "TITLE COMMITMENT"), Standard Form B, 1992 (or other form preferred by Buyer or required or promulgated committing to insure Purchaser's good and marketable fee simple title to the Hotel. The title policy to be issued pursuant to applicable state insurance regulations), subject only the Title Commitment (THE "TITLE POLICY") shall be in an amount at least equal to the Permitted Exceptions (defined below). portion of the Purchase Price allocable to the value of the Hotel, as shown in EXHIBIT B. The Title Policy may contain shall show no liens, mortgages, deeds of trust, security interests, pledges, charges, options, encroachments, easements, covenants, leases, reservations or restrictions of any endorsements requested kind (THE "ENCUMBRANCES") other than: (i) the lien of any mortgage or deed of trust executed by BuyerPurchaser in favor of Purchaser's lender; (ii) applicable zoning regulations and ordinances; (iii) liens for taxes, assessments and governmental charges not yet due and payable; and (iv) the Permitted Exceptions. (b) Prior Purchaser agrees to notify Seller (THE "TITLE OBJECTION NOTICE") of any objections to exceptions appearing in the expiration Title Commitment within ten (10) days following receipt of the Due Diligence Period, Buyer shall review title to the Property as disclosed by both the Title Commitment and the Surveyssurvey described in Section 6.3. Within five (5) days following Purchaser's notice, and satisfy itself as Seller shall notify Purchaser either that it will eliminate all exceptions to the availability from the Title Company of the Title Policy and all requested endorsement to such Title Policy. Buyer shall have the right, at its own cost and expense, to obtain an update of the Surveys or to secure new surveys at any time which Purchaser has objected prior to the expiration Closing Date or specifying exceptions which it will not eliminate. If Seller elects not to remove all exceptions to title to which Purchaser has objected, Purchaser may terminate this Agreement in its sole discretion and receive a return of the Due Diligence Period.Deposit. If Seller agrees to eliminate all exceptions to which Purchaser has objected or if Purchaser subsequently elects to accept any such exceptions and continue this Agreement, Purchaser and Seller shall initial a list of all exceptions which Purchaser agrees to accept (THE "PERMITTED EXCEPTIONS"), which list shall be attached hereto as EXHIBIT K. (c) Seller shall have no obligation to remove or cure The title objections, except for (1) liens of an ascertainable amount created by Seller, which liens Seller shall cause policy to be released issued at the Closing or affirmatively insured over by the shall include such additional endorsements as Purchaser reasonably may request in its Title Company with Buyer’s approval, (2) any exceptions or encumbrances to title which are created by Seller after the date of this Agreement without Buyer’s consent, and (3) non-consensual liens which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company. In addition, Seller shall provide the Title Company with any affidavits, ALTA statements or personal undertakings (collectively, an “Owner’s Affidavit”), in form and substance reasonably acceptable to the Title Company, that will permit the Title Company to remove the standard “mechanics lien” and “GAP” exceptions and otherwise issue the Title Policy in the form required by BuyerObjection Notice.

Title Insurance. (a) Following completion of A. On the 3rd party valuation of the Propertyclosing date, Buyer and Seller shall cause will obtain an Owner's Policy of Title Company to deliver to Buyer a commitment for the Title Policy described in subsection (b) below (the “Title Commitment”), together with legible copies of all of the underlying documentation described in such Title Commitment. Seller shall, include in the Property Information the most recent surveys of the properties that comprise the Property in Seller’s possession, custody or control (the “Surveys”). The cost to deliver the Title Commitment to the Buyer shall be split equally (50% / 50%) between Buyer and Seller. (a) At Closing, and as a condition thereof, Buyer shall receive an owner’s title insurance policy (the “Title Policy”) issued by Title Company, dated the day of Closing, with liability Insurance in the full amount of the Purchase Pricepurchase price to be issued by the Akron office of Chicago Title Insurance Company (hereinafter called "title company") in its customary form, insuring marketable title to the form of which shall Properties to be an American Land Title Association Owner’s Policy, Standard Form B, 1992 (or other form preferred by Buyer or required or promulgated pursuant to applicable state insurance regulations)good in Buyer, subject only to any exceptions to be set forth in the Permitted Exceptions (defined deed which are approved by Buyer as set forth below). The Prior to closing, each party will receive an insured closing letter from Chicago Title Policy may contain any endorsements Insurance Company. B. A preliminary title report, with a special tax search included, in the form of a commitment to issue the required title policy requested by Buyer. Buyer (b"title report") Prior to the expiration of the Due Diligence Period, Buyer shall review title to the Property as disclosed by the Title Commitment and the Surveys, and satisfy itself as to the availability from the Title Company of the Title Policy and all requested endorsement to such Title Policy. Buyer shall have the right, at its own cost and expense, to obtain an update of the Surveys or to secure new surveys at any time prior to the expiration of the Due Diligence Period. (c) Seller shall have no obligation to remove or cure title objections, except for (1) liens of an ascertainable amount created by Seller, which liens Seller shall cause to will be released at the Closing or affirmatively insured over by the Title Company with Buyer’s approval, (2) any exceptions or encumbrances to title which are created ordered by Seller after for the date benefit of this Agreement without Buyer’s consent, and (3) non-consensual liens which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title CompanyBuyer upon execution hereof. In addition, upon execution hereof, Buyer will order an ALTA survey of the Properties. The title report and the survey must be completed within forty-five (45) days from the date hereof. Within ten (10) days of Buyer's receipt of the title report and the ALTA survey for both Properties, Buyer will notify Seller and the title company of any restrictions, reservations, limitations, easements and conditions of record (together herein called "title defects") disclosed in said title report or survey which are objectionable to Buyer. Buyer's failure to object in writing within such 10-day period shall be deemed to be an approval by Buyer for the items set forth therein and a waiver of any items so disclosed. If Buyer objects to a title defect, and Seller does not remove such title defect within twenty (20) days thereafter, then this transaction will be null and void and any purchase price already paid will be returned to Buyer. On the closing date, the escrow agent shall notify Seller and Buyer as to whether the title company is then in a position to issue its title insurance. If the escrow agent shall notify the parties that (a) the title company will issue the title insurance, this transaction shall be consummated in accordance with the terms and provisions of this Agreement; or (b) the title company will not issue the title insurance, and if Buyer does not forthwith waive the title defects that the escrow agent shall recite as preventing such issuance, or if Seller does not forthwith cure the same, then the closing of this transaction shall be postponed for a reasonable period of time not to exceed thirty (30) days until Seller shall provide the Title Company with any affidavitsremove said title defects. If Seller is unable to cure such title defects within said thirty (30) days, ALTA statements or personal undertakings (collectivelythis Agreement shall be null and void, an “Owner’s Affidavit”), all funds and documents previously deposited in form and substance reasonably acceptable escrow shall be returned to the Title Companyparties, and there shall be no further liability between the parties. If Buyer shall waive such title defects by so notifying the escrow agent in writing, or if Seller shall have cured such defects, as provided herein, the obligations of the parties hereunder shall not be affected by reason thereof, there shall be no abatement or reduction of the purchase price, and this transaction shall be consummated in accordance with the terms and provisions of this Agreement, except that will permit the Title Company to remove the standard “mechanics lien” and “GAP” such title defects that are waived by Buyer, if any, shall be set forth as exceptions and otherwise issue the Title Policy in the form required by Buyerdeed and in the title insurance.

Title Insurance. Within thirty (a30) Following completion days after the date this Agreement is signed by the parties, Seller, at Seller’s expense, shall cause the title insurance company to deliver to Purchaser a preliminary commitment for title insurance (“Preliminary Report”) showing the condition of the 3rd party valuation of title to the Property, Buyer together with copies of all Exceptions listed therein. 5.1 Purchaser shall have ten (10) days after its receipt of the Preliminary Report to review the report and to notify the Seller, in writing, of Purchaser’s objections to any Exceptions shown in the Preliminary Report. Those special exceptions not objected to by Purchaser within ten days will be deemed to be acceptable to the Purchaser (the “Permitted Exceptions”). 5.2 If the Purchaser notifies Seller of its objections to any Exceptions, Seller will have seven (7) days after receiving such notice to give Purchaser a written notice stating whether Seller will remove any or all of the Exceptions which have been objected to by Purchaser. If Seller fails to provide a written notice to Purchaser within seven days, the Seller will be deemed to have elected not to remove the objectionable Exceptions. 5.3 Within five (5) days after receiving the Seller’s written notice or within five (5) days after the expiration of the seven day period if the Seller does not respond, Purchaser shall by written notice to the Seller, elect whether to purchase the Property subject to the objectionable Exceptions that will not be removed by the Seller. If the Purchaser elects not to purchase the Property subject to the objectionable Exceptions, this Agreement shall terminate and the E▇▇▇▇▇▇ Money shall be repaid to the Purchaser. If the Purchaser elects to proceed with the purchase, the objectionable Exceptions shall be deemed to have been accepted by the Purchaser and shall become Permitted Exceptions. 5.4 In the event that, after the date of the Preliminary Report, any new items appear of record, Closing Agent shall cause Title Company the title company to deliver to Buyer the Purchas a commitment for the Title Policy described in subsection supplemental Preliminary Report (b“Supplemental Report”) below (the “Title Commitment”), together with legible copies of all of title exceptions described therein. Purchaser shall have ten (10) Business Days or until the underlying documentation described in such Title Commitment. Closing Date, whichever occurs first, to give written notice to the Seller shall, include (“Objection Notice”) disapproving any items contained in the Property Information Supplemental Report and identifying items disapproved in Purchaser’s sole discretion. If Purchaser delivers an Objection Notice, Seller may remove the most recent surveys of disapproved items on or before Closing. If the properties that comprise Seller does not remove the Property in Seller’s possessiondisapproved items, custody or control (then the “Surveys”). The cost Purchaser may elect not to deliver close the Title Commitment purchase and the E▇▇▇▇▇▇ Money shall be returned to the Buyer shall be split equally (50% / 50%) between Buyer and SellerPurchaser. (a) 5.5 At Closing, and as a condition thereof, Buyer Seller shall receive furnish to Purchaser an ownerAmerican Land Title Association standard form Owner’s title insurance policy (the “or Purchaser’s Policy of Title Policy”) issued by Title Company, dated the day of Closing, with liability Insurance in the full amount of the Purchase Price, the . The title policy to be issued shall contain no exceptions other than those provided in said standard form of which shall be an American Land Title Association Owner’s Policy, Standard Form B, 1992 (or other form preferred by Buyer or required or promulgated pursuant to applicable state insurance regulations), subject only to plus the Permitted Exceptions (defined below)Exceptions. The Title Policy may contain any endorsements requested If title is not insurable as above provided and cannot be made so insurable by Buyer. (b) Prior to the expiration of the Due Diligence PeriodTermination Date set forth in Section 6.9, Buyer shall review title to the Property as disclosed by the Title Commitment and the Surveys, and satisfy itself as to the availability from the Title Company of the Title Policy and all requested endorsement to such Title Policy. Buyer shall have the right, at its own cost and expense, to obtain an update of the Surveys or to secure new surveys at any time prior to the expiration of the Due Diligence Period. (c) Seller shall have no obligation to remove or cure title objections, except for (1) liens of an ascertainable amount created by Seller, which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company with Buyer’s approval, (2) any exceptions or encumbrances to title which are created by Seller after the date of this Agreement without Buyer’s consent, and (3) non-consensual liens which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company. In addition, Seller shall provide the Title Company with any affidavits, ALTA statements or personal undertakings (collectively, an “Owner’s Affidavit”), in form and substance reasonably acceptable to the Title Companyterminate; provided however, that will permit Purchaser may waive defects in writing and elect to purchase the Title Company to remove the standard “mechanics lien” and “GAP” exceptions and otherwise issue the Title Policy in the form required by BuyerProperty.

Title Insurance. Administrative Agent shall have received (awith a copy for each Lender) Following completion of the 3rd party valuation of the Propertyand approved an ALTA title insurance policy, Buyer and Seller shall cause Title Company to deliver to Buyer a commitment for issued by the Title Policy described in subsection Insurer (bwhich shall be approved by the Administrative Agent) below (the “Title Commitment”), together with legible copies of all of the underlying documentation described in such Title Commitment. Seller shall, include in the Property Information the most recent surveys of the properties that comprise the Property in Seller’s possession, custody or control (the “Surveys”). The cost to deliver the Title Commitment to the Buyer shall be split equally (50% / 50%) between Buyer and Seller. (a) At Closing, and as a condition thereof, Buyer shall receive an owner’s title insurance policy (the “Title Policy”) issued by Title Company, dated the day of Closing, with liability in the full maximum amount of the Purchase PriceLoan plus any other amount secured by the Mortgage, on a coinsurance and/or reinsurance basis if and as required by Administrative Agent, insuring without exclusion or exception for creditors' rights that the form of which shall be an American Mortgage constitutes a valid lien covering the Land Title Association Owner’s Policyand all Improvements thereon, Standard Form B, 1992 (or other form preferred having the priority required by Buyer or required or promulgated pursuant to applicable state insurance regulations), Administrative Agent and subject only to those exceptions and encumbrances (regardless of rank or priority) Administrative Agent approves, in a form acceptable to Administrative Agent, and with all "standard" exceptions which can be deleted, including the Permitted Exceptions (defined below). The Title Policy may contain any endorsements requested by Buyer. (b) Prior exception for matters which a current survey would show, deleted to the expiration fullest extent authorized under applicable title insurance rules, and Borrower shall satisfy all requirements therefor permitted; containing no exception for standby fees or real estate taxes or assessments other than those for the year in which the closing occurs to the extent the same are not then due and payable and endorsed "not yet due and payable" and no exception for subsequent assessments for prior years; providing full coverage against mechanics' and materialmens' liens to the extent authorized under applicable title insurance rules, and Borrower shall satisfy all requirements therefor; insuring that no restrictive covenants shown in the Title Insurance have been violated, and that no violation of the Due Diligence Period, Buyer shall review restrictions will result in a reversion or forfeiture of title; insuring all appurtenant easements; insuring that fee simple indefeasible or marketable (as coverage is available) fee simple title to the Property Land and Improvements is vested in Borrower; containing such affirmative coverage and endorsements as disclosed by the Title Commitment Administrative Agent may require and the Surveysare available under applicable title insurance rules, and Borrower shall satisfy itself all requirements therefor; insuring any easements, leasehold estates or other matters appurtenant to or benefiting the Land and/or the Improvements as part of the insured estate; insuring the right of access to the availability from the Title Company of the Title Policy and all requested endorsement to such Title Policy. Buyer shall have the right, at its own cost and expense, to obtain an update of the Surveys or to secure new surveys at any time prior Land to the expiration of the Due Diligence Period. (c) Seller shall have no obligation to remove or cure extent authorized under applicable title objections, except for (1) liens of an ascertainable amount created by Seller, which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company with Buyer’s approval, (2) any exceptions or encumbrances to title which are created by Seller after the date of this Agreement without Buyer’s consentinsurance rules, and (3) non-consensual liens which liens Seller Borrower shall cause to be released at the Closing or affirmatively insured over by the Title Company. In addition, Seller shall provide the Title Company with any affidavits, ALTA statements or personal undertakings (collectively, an “Owner’s Affidavit”), in form satisfy all requirements therefor; and substance reasonably containing provisions acceptable to the Title Company, that will permit the Title Company to remove the standard “mechanics lien” and “GAP” exceptions and otherwise issue the Title Policy in the form required by BuyerAdministrative Agent regarding advances and/or readvances of Loan funds after closing.

Title Insurance. (a) Following completion of the 3rd party valuation of the Property, Buyer and The Seller shall cause Title Company to obtain and shall deliver to the Buyer within twenty (20) days from the date hereof, a commitment for an ALTA Owner's Policy of Title Insurance for the Property together with a copy of all documents referenced therein (the "TITLE COMMITMENT"), issued by the Title Policy described in subsection (b) below (the “Title Commitment”), together with legible copies of all of the underlying documentation described in such Title Commitment. Seller shall, include Company in the Property Information the most recent surveys of the properties that comprise the Property in Seller’s possession, custody or control (the “Surveys”). The cost to deliver the Title Commitment to the Buyer shall be split equally (50% / 50%) between Buyer and Seller. (a) At Closing, and as a condition thereof, Buyer shall receive an owner’s title insurance policy (the “Title Policy”) issued by Title Company, dated the day of Closing, with liability in the full amount of the Purchase Price, containing the form agreement by the Title Company to insure fee simple title to the Property in the Buyer's name as of which the Closing Date. The Seller shall be an American Land cause the Title Association Owner’s Policy, Standard Form B, 1992 (or other form preferred by Company to issue to the Buyer or required or promulgated pursuant to applicable state a title insurance regulations)policy based upon the Title Commitment, subject only to the Permitted Exceptions Encumbrances (defined belowthe "TITLE POLICY"), on the Closing Date. The Seller will deliver to the Title Company all affidavits, undertakings, and other title clearance documents reasonably necessary to cause the Title Company to issue the Title Policy. The Title Policy may contain any endorsements requested by Buyer. (b) Prior to the expiration will be dated as of the Due Diligence Period, Buyer shall review Closing Date and insure title to the Property as disclosed by the Title Commitment and the Surveys, and satisfy itself as subject only to the availability from the Title Company of the Permitted Encumbrances. The Title Policy and all requested endorsement to such Title Policy. Buyer shall have the right, at its own cost and expense, to obtain an update of the Surveys or to secure new surveys at any time prior to the expiration of the Due Diligence Period. (c) Seller shall have no obligation to remove or cure title objections, except for (1) liens of an ascertainable amount created by Seller, which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company with Buyer’s approval, (2) any exceptions or encumbrances to title which are created by Seller after the date of this Agreement without Buyer’s consent, and (3) non-consensual liens which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company. In addition, Seller shall provide the Title Company with any affidavits, ALTA statements or personal undertakings (collectively, an “Owner’s Affidavit”), in a form and substance reasonably acceptable satisfactory to the Title CompanyBuyer and shall include the following endorsements: (i) extended coverage endorsement (insuring over the general or standard exceptions); (ii) ALTA Form 3.1 zoning endorsement (with parking), (iii) a survey accuracy endorsement (insuring that will permit the Property described therein is the real property shown on the Survey delivered with respect thereto and that such Survey is an accurate survey thereof); (iv) access endorsement (insuring that the Property described therein is adjacent to a public street and has direct and unencumbered pedestrian and vehicular access to and from such public street); (v) ALTA Form 9 owner's comprehensive endorsement; (vi) tax parcel number endorsement (insuring that the tax parcel number in the endorsement includes all of the Property insured thereunder and no other real property); (vii) if the Property insured therein consists of one or more adjacent parcels, a contiguity endorsement (insuring that all of such parcels are contiguous to one another without any gaps or gores); and (viii) utilities endorsement (insuring the availability of utilities to the Property). The Seller shall pay all costs and expenses of the Title Company to remove the standard “mechanics lien” Commitment, Title Policy, and “GAP” exceptions and otherwise issue the Title Policy in the form required by Buyerall related work charges.

Title Insurance. (a) Following completion a. Purchaser acknowledges receipt of the 3rd party valuation of the Property, Buyer and Seller shall cause Title Company to deliver to Buyer a commitment for the Title Policy described in subsection (b) below (the “Title Commitment”), together with legible copies of all of the underlying documentation described in such Title Commitment. Seller shall, include in the Property Information the most recent surveys of the properties that comprise the Property in Seller’s possession, custody or control (the “Surveys”). The cost to deliver the Title Commitment to the Buyer shall be split equally (50% / 50%) between Buyer and Seller. (a) At Closing, and as a condition thereof, Buyer Purchaser shall receive an owner’s title insurance policy (the “Title Policy”) issued by Title Company, dated the day of Closing, with liability in the full amount of the Purchase Price, the form of which shall be an American Land Title Association Owner’s Policy, Standard Form B, 1992 (or other form preferred by Buyer or required or promulgated pursuant to applicable state insurance regulations), subject only to the Permitted Exceptions (defined below). The Title Policy may contain any endorsements requested by Buyer. (b) Prior to the expiration of the Due Diligence Period, Buyer shall review cause title to the Property as disclosed Premises to be insured by the Title Commitment Insurer at Purchaser’s sole cost and expense (Purchaser and Seller acknowledge and agree that Fidelity will be the Surveyslead title insurer for Purchaser’s owner’s policy as well as any loan policy which may be procured by Purchaser, and satisfy itself as however, Purchaser may select another nationally recognized title insurance company to the availability from the Title Company co-insure for up 50% of the Title Policy and all requested endorsement to total aggregate coverage procured by Purchaser under such Title Policypolicies). Buyer shall have the rightExcept as otherwise expressly provided in this Agreement, at its own cost and expense, to obtain an update of the Surveys or to secure new surveys at any time prior to the expiration of the Due Diligence Period. (c) Seller shall have no obligation to remove any exception to title. Except for the items specifically identified on the first page of Exhibit 4(a)(i) (the “Title Objections”), Purchaser unconditionally waives any right to object to any matters set forth in the Commitment as of the date hereof. At Closing, Seller shall deliver and Purchaser shall accept the Premises subject only to the Permitted Exceptions. If exceptions to title appear on the Commitment or cure any update or continuation of the Commitment (each a “Continuation”) which are not Permitted Exceptions, Purchaser shall notify Seller thereof within the earlier of five (5) business days after Purchaser receives such Continuation and the last business day prior to the Closing Date, TIME BEING OF THE ESSENCE, and if Seller is unable, or elects not to attempt, to eliminate such exceptions to title, or if Seller elects to attempt to eliminate any such exceptions to title objectionsbut is unable to do so or thereafter decides not to eliminate the same, except for and accordingly, is unable to convey title to the Premises in accordance with the provisions of this Agreement, Seller shall so notify Purchaser and, within five (15) liens business days after receipt of an ascertainable amount created by such notice from Seller, Purchaser shall elect either (i) to terminate this Agreement by notice given to Seller (TIME BEING OF THE ESSENCE with respect to Purchaser’s notice), in which liens Seller shall cause to be released at event the Closing or affirmatively insured over by the Title Company with Buyer’s approval, (2) any exceptions or encumbrances to title which are created by Seller after the date provisions of Article 14 of this Agreement shall apply, or (ii) to accept title to the Premises subject to such exceptions, without Buyer’s consentany abatement of the Purchase Price. If Purchaser shall not notify Seller of such election within such five (5) business day period, TIME BEING OF THE ESSENCE, Purchaser shall be deemed to have elected clause (ii) above with the same force and effect as if Purchaser had elected clause (3ii) non-consensual liens within such five (5) business day period. b. If the Commitment or any Continuation discloses judgments, bankruptcies or similar returns against persons or entities having names the same as or similar to that of Seller but which liens returns are not against Seller, Seller, on request, shall deliver to Purchaser and Title Insurer affidavits reasonably acceptable to Seller shall cause to be released at the Closing effect that such judgments, bankruptcies or affirmatively insured over by the Title Company. In addition, Seller shall provide the Title Company with any affidavits, ALTA statements or personal undertakings (collectively, an “Owner’s Affidavit”)returns are not against Seller, in form and substance reasonably acceptable sufficient to permit removal of same as exceptions in Purchaser’s title policy. c. If the Commitment or any Continuation discloses exceptions (other than the Permitted Exceptions) which (i) may be removed solely by reference to Seller’s existing title policy, or (ii) were created, consented to or affirmatively permitted by Seller in writing after the date hereof, then Seller shall cause such exceptions to be satisfied, bonded over or otherwise secured to enable the Title Company, that will permit Insurer to insure over the Title Company Objections or to remove the standard “mechanics lien” Title Objections from Purchaser’s title insurance policy (except that Seller shall not be required to satisfy the current mortgage covering the Premises if it is assigned pursuant to Section 41 below). Notwithstanding the foregoing, Seller, at its option in lieu of satisfying such exceptions, may deposit with Title Insurer such amount of money and “GAP” provide such documentation, affidavits and indemnities as may be reasonably determined by Title Insurer as being sufficient to induce it to insure Purchaser against collection of such liens and/or encumbrances, including interest and penalties, out of or against the Premises, in which event such exceptions and otherwise issue shall not be objections to title. d. Seller shall be entitled to one or more adjournments of the Title Policy Closing Date, not to exceed sixty (60) days in the form aggregate, to remove any exceptions to title which Seller is obligated to remove under this Agreement or elects to attempt, but is not obligated, to remove. e. Notwithstanding the foregoing provisions of this Article 13, in the event that Title Insurer shall raise an exception to title which is not a Permitted Exception, Seller shall have no obligation to eliminate such exception and Purchaser shall have no right to terminate the Agreement by reason of such exception (and such exception shall be deemed a Permitted Exception) if First American Title Insurance Company, Commonwealth Fidelity, Chicago or S▇▇▇▇▇▇ Title Insurance Company, shall be prepared to insure title to the Premises at regular rates without such exception. f. Purchaser shall pay the costs of examination of title and any owner’s or mortgagee’s policy of title insurance to be issued insuring Purchaser’s title to the Premises, as well as all other title charges, survey fees, recording charges (other than to remove of record or satisfy exceptions to title which are not Permitted Exceptions) and any and all other title and survey costs or expenses incident to the Closing or in connection therewith. g. Notwithstanding anything in Article 13 hereof to the contrary, Purchaser may at any time accept such title as Seller can convey, without reduction of the Purchase Price or any credit or allowance on account thereof or any claim against Seller. Subject to Section 16(d), the acceptance of the Deed by Purchaser shall be deemed to be full performance of, and discharge of, every agreement and obligation on Seller’s part to be performed under this Agreement, except for the documents delivered at Closing and such matters which are expressly stated in this Agreement to survive the Closing, to the limit of such survival. h. Notwithstanding anything in Article 13 hereof to the contrary Seller agrees (and the proceeds of this sale may be used at Closing) (i) to remove any encumbrance on the Premises, which was suffered, caused or created by Seller and can be removed or released by the payment of a liquidated sum of money, and (ii) to eliminate any other title defect which is not curable solely by the payment of a liquidated sum of money, provided that Seller shall not be required to spend an amount in excess of Five Hundred Thousand Dollars ($500,000.00)(the “Title Cure Amount”). Nothing contained herein, however shall require Seller to remove any encumbrance or title defect which is required to be removed by Buyerany Tenant.

Title Insurance. (a) Following completion of the 3rd party valuation of the Property, Buyer and Seller shall cause Title Company to deliver to Buyer a commitment for the Title Policy described in subsection (b) below (the “Title Commitment”), together with legible copies of all of the underlying documentation described in such Title Commitment. Seller shall, include in the Property Information the most recent surveys of the properties that comprise the Property in Seller’s possession, custody or control (the “Surveys”). The cost to deliver the Title Commitment to the Buyer shall be split equally (50% / 50%) between Buyer and Seller. (a) At Closingleast fifteen (15) days from the Effective Date, and as Seller shall provide to Buyer a condition thereof, Buyer shall receive an owner’s title insurance policy commitment together with respect to the Property (the “Title PolicyCommitment”) issued by a title underwriter (“Title Company”) selected by Seller, dated the day of Closing, with liability in the full amount by an agent of the Purchase PriceTitle Company selected by Seller, binding the form Title Company to insure, pursuant to an ALTA Form B title insurance policy in favor of which shall be an American Land Title Association Buyer (“Owner’s Policy”), Standard Form Bgood, 1992 (or other form preferred by Buyer or required or promulgated pursuant marketable, insurable, fee simple title to applicable state insurance regulations)the Property, subject only to the Permitted Exceptions (defined below)Exceptions. The delivery of the Commitment to Buyer shall be accompanied with hard copies or electronic copies of all items shown on Schedule B-II of the Commitment. Notwithstanding anything contained herein to the contrary, at Closing, Seller shall provide Buyer with (i) the Closing Affidavit in form reasonably required by the Title Company to delete the pre-printed exceptions with regard to mechanic’s liens (other than those created by or through Buyer), the parties-in-possession or the gap exceptions; (ii) such documentation as reasonably required to satisfy of record any mortgage, judgment or mechanic’s lien or other lien which encumbers the Property so that the Property can be conveyed to Buyer free of all such encumbrances; and (iii) evidence of Seller being current and in good standing with authority to convey the Property to Buyer. Furthermore, during the term of this Agreement, Seller shall not, except as provided in this Agreement, without in each instance first obtaining Buyer’s written consent, which may be withheld in Buyer’s reasonable discretion, consent to or permit (i) any modifications to existing easements, covenants, conditions, restrictions, or rights of way affecting the Property, (ii) any new easements, covenants, conditions, restrictions, or rights of way affecting the Property, (iii) any zoning changes or other changes of governmental approvals with respect to the Property. Additionally, to the extent that the Buyer shall provide the Title Company with an ALTA survey having an effective date within ninety (90) days of the Closing, then the Owner’s Policy may contain any endorsements requested by Buyer.shall delete the preprinted survey exception and will only show matters shown on such Survey. RM:7208919:11 April 13, 2010 (b) Prior to On or before the expiration of the Due Diligence PeriodReview Date, Buyer shall review notify Seller of any defect or other objection with respect to the condition of title to the Property as disclosed determined by Buyer in its sole discretion. In the event Buyer shall timely object to matters set forth in the Commitment or the Survey (or, if not obtained by Buyer, any existing survey of the Property), Seller shall have the right to attempt to cure such matter objected to by Buyer on or prior to the Title Commitment and Cure Date. In the Surveys, and satisfy itself as event that prior to the availability from Title Cure Date Seller has not, for any reason, corrected such title defect, then Buyer shall have, at Buyer’s option, the Title Company right to terminate this Agreement prior to the end within five (5) days of the expiration of the Title Policy Cure Date, whereupon this Agreement shall terminate, the Deposit shall be returned to Buyer and the parties released of all requested endorsement further obligations each has to the other under this Agreement, except the parties shall not be released with respect to the Surviving Obligations. In the event Buyer does not elect such right of termination within five (5) days of the expiration of the Title PolicyCure Date, then this Agreement shall automatically terminate, unless Buyer has delivered written notice to Seller in writing within five (5) days of the expiration of the Title Cure Date that Buyer accepts title to the Property without diminution of any of the consideration payable under this Agreement and such matter(s) pertaining to the Property as of the Title Cure Date as set forth in the Commitment shall be deemed a Permitted Exception. In the event Buyer does not object to matters set forth in the Commitment or Survey prior to the Inspection Completion Date, then all such matters shown in the Commitment or matters of Survey shall be Permitted Exceptions. Notwithstanding anything contained in this Section 7 to the contrary, (whether or not Buyer objects to same) at Closing the Seller agrees that it shall provide the Agreed Cure Items. (c) After the Inspection Completion Date and prior to Closing, Buyer shall have the rightright from time to time to periodically update the Commitment. If new title exceptions are shown in any update which were not shown in Schedule B-II of the original Commitment, which are not Permitted Exceptions, Buyer shall have the right to object to defects in title within ten (10) days after Buyer becomes aware of such new title exception. If Seller does not remove the defects within ten (10) days of Buyer’s notification of same in accordance with the terms of this Section 7, Buyer shall have the option, exercisable by delivering written notice to Seller within five (5) days after the end of such period, of either accepting the title in its existing condition, with any such matters being deemed Permitted Exceptions, or of terminating this Agreement, whereupon the Deposit shall be returned to Buyer and the parties released of all further obligations each has to the other under this Agreement, except the parties shall not be released with respect to the Surviving Obligations. Buyer’s failure to cancel as aforesaid will be deemed its acceptance of any such new title exceptions as Permitted Exceptions. Notwithstanding anything to the contrary contained in this Agreement, if any title objection by Buyer consists of a mortgage, tax lien on the Property (other than the Permitted Exceptions), code enforcement lien or judgment lien recorded against the Property, regardless of the amount of the same, Seller shall be required to remove the same by payment, by bonding, or causing the Title Company to insure over the same or otherwise. If Seller fails to remove at its own cost and expenseor prior to Closing any such, tax lien on the Property (other than the Permitted Exceptions), code enforcement lien, mortgage or judgment lien recorded against the Property, Buyer may, but shall not be obligated to, close title subject to such deed of, tax lien on the Property (other than the Permitted Exceptions), code enforcement lien, mortgage or judgment lien against Seller resulting in a lien on the Property with a credit against the Purchase Price in the amount reasonably required to remove same. (d) On or before the expiration of the Review Date, Buyer shall have the right to obtain an update of the Surveys Survey, or obtain a new survey (collectively referred to secure new surveys at herein for the purposes of this Section 6(e), as the “Survey. If the Survey shows any time encroachment on the Property, or that any improvement located on the Property encroaches on the land of others, or if the Survey shows any other defect which would affect the marketability of title to the Property, in Buyer’s reasonable discretion, then Buyer shall, prior to the expiration Review Date, notify Seller in writing of the Due Diligence Period.specific defect, and thereafter such encroachment or defect shall be treated in the same manner as title defects are treated under this Section 7. RM:7208919:11 April 13, 2010 (ce) Seller shall have no obligation to remove or cure title objections, except for Within fifteen (115) liens of an ascertainable amount created by Seller, which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company with Buyer’s approval, (2) any exceptions or encumbrances to title which are created by Seller days after the date of this Agreement without Buyer’s consent, and (3) non-consensual liens which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company. In additionEffective Date, Seller shall provide to Buyer, for Buyer’s review and approval, the Title Company proposed metes and bounds legal description for the Property. The parties agree to use commercially reasonable efforts and to cooperate with any affidavits, ALTA statements each other to reach mutual agreement regarding the legal description of the Property (the “Metes and Bounds Description”) on or personal undertakings before a date which is twenty (collectively, an “Owner’s Affidavit”), in form and substance reasonably acceptable 20) days prior to the Title Company, that will permit the Title Company to remove the standard “mechanics lien” and “GAP” exceptions and otherwise issue the Title Policy in the form required by BuyerInspection Completion Date.

Title Insurance. (a) Following completion the execution and delivery of the 3rd party valuation of the Propertythis Agreement, at Seller’s expense, Buyer and Seller shall cause Title Company to deliver to Buyer a commitment for the Title Policy described in subsection (b) below (the “Title Commitment”), together with legible copies of all of the underlying documentation described in such Title Commitment. Seller shall, include in within two business days after the Property Information execution of this Agreement, deliver to Buyer the most recent surveys of the properties that comprise the Property in Seller’s possession, custody possession or control (the “Surveys”). The cost to deliver the Title Commitment to the Buyer shall be split equally (50% / 50%) between Buyer and Seller. (ab) At Closing, and as a condition thereof, Buyer shall receive an owner’s title insurance policy (the “Title Policy”) issued by Title Company, dated the day of Closing, with liability in the full amount of the Purchase Price, the form of which shall be an American Land Title Association Owner’s Policy, Standard Form B, 1992 (or other form preferred by Buyer or required or promulgated pursuant to applicable state insurance regulations), subject only to the Permitted Exceptions (defined below). The Title Policy may contain any endorsements requested by Buyer. (bc) Prior to the expiration of the Due Diligence Period, Buyer shall review title to the Property as disclosed by the Title Commitment and the Surveys, and satisfy itself as to the availability from the Title Company of the Title Policy and all requested endorsement to such Title Policy. Buyer shall have the right, at its own cost and expense, right to obtain an update of the Surveys or to secure new surveys at any time prior to the expiration of the Due Diligence Period. (cd) Seller shall have no obligation to remove or cure title objections, except for (1) liens of an ascertainable amount created by Seller, which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company with Buyer’s approval, (2) any exceptions or encumbrances to title which are created by Seller after the date of this Agreement without Buyer’s consent, and (3) non-consensual liens which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company. In addition, Seller shall provide the Title Company with any affidavits, ALTA statements or personal undertakings (collectively, an “Owner’s Affidavit”), in form and substance reasonably acceptable to the Title Company, that will permit the Title Company to remove the standard “mechanics lien” and “GAP” exceptions and otherwise issue the Title Policy in the form required by Buyer.

Title Insurance. (a) Following completion of Within 10 business days after the 3rd party valuation of the PropertyEffective Date, Buyer Seller will obtain and Seller shall cause Title Company to deliver to Buyer a title commitment for issued by the Title Policy described Company, in subsection the amount of the Purchase Price (b) below (the “Title Commitment”), together with legible access to the copies of all of underlying title documents listed in the underlying documentation Title Commitment (“Underlying Title Documents”), subject only to those matters described in such Title Commitment. Seller shallEXHIBIT B, include in the Property Information the most recent surveys of the properties that comprise the Property in Seller’s possession, custody or control attached hereto and made a part hereof (the “SurveysPermitted Exceptions”). The cost If the Title Commitment, Underlying Title Documents or the Survey disclose exceptions to deliver title, which are not acceptable to Buyer (“Unpermitted Exceptions”), Buyer will have 10 business days from the later of the delivery of the Title Commitment, the Underlying Title Documents and the Survey to object to the Unpermitted Exceptions. Buyer will provide Seller with an objection letter listing the Unpermitted Exceptions, which are not acceptable to Buyer. Seller will have until the Closing to have the Unpermitted Exceptions removed from the Title Commitment or to cure such Unpermitted Exceptions or to have the Buyer shall Title Company commit to insure against loss or damage that may be split equally (50% / 50%) between Buyer and Seller. (a) At Closingoccasioned by such Unpermitted Exceptions, and as evidenced by ▇▇▇▇▇’s receipt of a condition thereof, Buyer shall receive an owner’s proforma title insurance policy (the “Proforma Title Policy”) issued by reflecting the Title Company’s commitment to insure the Unpermitted Exceptions. If Seller fails to have the Unpermitted Exceptions removed or, dated in the day alternative, to obtain a Title Commitment insuring the Unpermitted Exceptions within the specified time, Buyer may elect to either (i) terminate this Agreement and this Agreement will become null and void without further action of the parties, or (ii) upon notice to Seller before the Closing, take title as it then is with liability the right to deduct from the Purchase Price any liens or encumbrances of a definite or ascertainable amount which are listed in the full amount Title Commitment. The Proforma Title Policy will be conclusive evidence of good title as shown therein as to all matters insured by the Purchase Price, the form of which shall be an American Land Title Association Owner’s Policy, Standard Form B, 1992 (or other form preferred by Buyer or required or promulgated pursuant to applicable state insurance regulations)Company, subject only to the Permitted Exceptions (defined below). The Title Policy may contain any endorsements requested by BuyerExceptions. (b) Prior to the expiration of the Due Diligence Period, Buyer shall review title to the Property as disclosed by the Title Commitment and the Surveys, and satisfy itself as to the availability from the Title Company of the Title Policy and all requested endorsement to such Title Policy. Buyer shall have the right, at its own cost and expense, to obtain an update of the Surveys or to secure new surveys at any time prior to the expiration of the Due Diligence Period. (c) Seller shall have no obligation to remove or cure title objections, except for (1) liens of an ascertainable amount created by Seller, which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company with Buyer’s approval, (2) any exceptions or encumbrances to title which are created by Seller after the date of this Agreement without Buyer’s consent, and (3) non-consensual liens which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company. In addition, Seller shall provide the Title Company with any affidavits, ALTA statements or personal undertakings (collectively, an “Owner’s Affidavit”), in form and substance reasonably acceptable to the Title Company, that will permit the Title Company to remove the standard “mechanics lien” and “GAP” exceptions and otherwise issue the Title Policy in the form required by Buyer.

Title Insurance. (a) Following completion As of the 3rd party valuation Close of the PropertyEscrow, Buyer and Seller shall cause First American Title Insurance Company to deliver to Buyer a commitment for the Title Policy described in subsection (b) below (the “Title CommitmentCompany”)) shall have issued or shall have unconditionally committed to issue an ALTA extended coverage owner’s policy of title insurance showing title to the Real Property vested in Buyer subject only to the Permitted Exceptions, together with legible copies of all a liability amount equal to the Purchase Price, which includes an endorsement providing affirmative mechanics’ and materialmen’s lien coverage against liens for services, labor or material arising out of the underlying documentation work described in such Title Commitment. Seller shallParagraph 5(a)(iii)(z) below, include in the Property Information the most recent surveys of the properties that comprise the Property in Seller’s possession, custody or control (the “Surveys”). The cost to deliver the Title Commitment to the Buyer which endorsement shall be split equally (50% / 50%) between in a form reasonably acceptable to Buyer and Seller. (a) At Closing, and as a condition thereof, Buyer shall receive an ownerBuyer’s title insurance policy lender (the “Title Policy”) issued by Title Company, dated the day of Closing, with liability in the full amount of the Purchase Price, the form of which shall be an American Land Title Association Owner’s Policy, Standard Form B, 1992 (or other form preferred by Buyer or required or promulgated pursuant to applicable state insurance regulations), subject only to the Permitted Exceptions (defined below). The Title Policy may contain any endorsements requested by Buyer. (b) Prior to the expiration of the Due Diligence Period, Buyer shall review title to the Property as disclosed by the Title Commitment and the Surveys, and satisfy itself as to the availability has obtained from the Title Company that certain preliminary title report with respect to the Property, dated as of March 17, 2016, and issued under order no. NCS-787084-5-SF (the “PTR”), containing such exceptions as the Title Company would specify in the Title Policy and copies of all requested endorsement documents of record identified as exceptions in such PTR. On or before the date that is five (5) days prior to such Title Policy. the Contingency Date (or within five (5) days after Buyer’s receipt of any supplemental preliminary title report that is delivered to Buyer later than the date that is five (5) days prior to the Contingency Date), Buyer shall have the rightright to give written notice to Seller disapproving any items identified as exceptions in such PTR (or supplemental preliminary title report), at and identifying the items and/or exceptions disapproved (a “Title Disapproval”). Notwithstanding anything contained herein to the contrary, Buyer shall have no right to deliver a Title Disapproval with respect to any exception contained in any such supplemental preliminary title report which (1) was also contained in the original PTR or (2) would constitute a Permitted Exception regardless of whether or not included in any such report. Any exceptions in the PTR or any supplemental preliminary title report not timely disapproved by Buyer with a Title Disapproval shall be deemed to have been approved by Buyer, other than those items Seller is obligated to remove in the last sentence of this Paragraph. Upon Buyer’s delivery of a Title Disapproval, Seller may elect, in its own cost and expensesole discretion, to obtain an update of the Surveys remove (or otherwise modify or cure in a manner reasonably satisfactory to secure new surveys Buyer) said disapproved item or items at any time or prior to the expiration Close of Escrow, by delivering written notice of such election to Buyer not later than three (3) days following the date Seller receives a Title Disapproval. If Seller does not notify Buyer in writing that Seller will eliminate (or otherwise cure to Buyer’s reasonable satisfaction) such disapproved exceptions or matters within such three (3) day period, Seller shall be deemed to have elected not to remove (or otherwise cure) such exception and Buyer shall have five (5) days following the date Seller received the Title Disapproval to terminate this Agreement in accordance with Paragraph 5(c). If Buyer fails to so terminate this Agreement, Buyer shall be deemed to have withdrawn its disapproval and approved such exception, other than those items Seller is obligated to remove in the last sentence of this Paragraph. The term “Permitted Exceptions” shall mean: the specific exceptions listed in the PTR and any supplemental preliminary title report approved or deemed approved by Buyer or which Seller has agreed to cure in a manner reasonably acceptable to Buyer; applicable zoning and building ordinances and land use regulations; such state of facts as would be disclosed by a survey or physical inspection of the Due Diligence Period. Property; the lien of taxes and assessments not yet delinquent; any standard form exclusions from coverage set forth in the jacket of the Title Policy; any exceptions caused by Buyer, its agents, representatives or employees; any liens arising from or related to Lease Inducement Costs for which Buyer is liable pursuant to Paragraph 9(f); and the rights of the tenants under the Leases, as tenants only. It shall not be a condition to the Close of Escrow if Buyer elects to obtain any endorsements (cother than the mechanic’s lien endorsement contemplated above), requests reinsurance or coinsurance, or otherwise elects to obtain any different or additional coverage in excess of that provided by the Title Policy, and in no event shall the Close of Escrow be delayed by reason of having to obtain a survey or to fulfill any other necessary title requirement, so long as the Title Company is in position to issue the Title Policy as of the Closing Date. Notwithstanding the foregoing provisions of this Paragraph 5(a)(iii) to the contrary, subject to the terms and conditions of this Agreement, (y) Seller shall have no obligation does agree to remove or cure deliver title objections, except for (1) to the Real Property at the Close of Escrow free and clear of liens of an ascertainable amount any deeds of trust and/or mortgages created by by, under or through Seller or any Affiliate of Seller, which liens Seller shall cause to be released at or prior to the Closing Close of Escrow (with Seller having the right to apply the Purchase Price or affirmatively insured over by the Title Company with Buyer’s approval, (2) any exceptions or encumbrances to title which are created by Seller after the date of this Agreement without Buyer’s consenta portion thereof for such purpose), and (3z) non-consensual liens which liens Seller shall agrees to use commercially reasonable efforts to remove or cause to be released at the Closing or affirmatively insured over by the Title Company, in a manner reasonably acceptable to Buyer, any mechanics’ or materialmen’s liens on or attaching to the Real Property relating to or arising out of any work of improvement contracted for by or on behalf of Seller or any Affiliate of Seller. In additionIf reasonably requested by the Title Company in connection with the issuance of affirmative mechanic’s and materialmen’s lien coverage to Buyer and/or Buyer’s lender, Seller shall provide the Title Company with any affidavits, ALTA statements or personal undertakings (collectively, an “Owner’s Affidavit”)a mechanics lien indemnity, in form and substance reasonably acceptable to the Title CompanyCompany and Seller, that will permit with respect to any work of improvement performed on or benefitting the Title Company to remove Real Property (and/or the standard “mechanics lien” and “GAP” exceptions and otherwise issue project of which the Title Policy in the form required Real Property is a part) which was contracted for by Buyeror on behalf of Seller or any Affiliate of Seller.

Title Insurance. Seller will cause the Company to reasonably cooperate with Buyer to allow Buyer, in its discretion, to obtain the following title insurance commitments, policies, and riders in preparation for the Closing: 5.8.1 with respect to each parcel of real estate that the Company owns (a) Following completion including the Real Estate that the Company will own as of the 3rd party valuation Closing Date), an ALTA Extended Coverage Owner’s Policy of Title Insurance Form B-1970 issued by a title insurer satisfactory to Buyer (and, if requested by Buyer, reinsured in whole or in part by one or more insurance companies and pursuant to a direct access agreement acceptable to Buyer), in such amount as Buyer may determine to be the fair market value of such real property (including all improvements located thereon), insuring title to such real property to be in the Company as of the Property, Buyer and Seller shall cause Title Company to deliver to Buyer a commitment for the Title Policy described in subsection Closing (b) below (the “Title Commitment”), together with legible copies of all of the underlying documentation described in such Title Commitment. Seller shall, include in the Property Information the most recent surveys of the properties that comprise the Property in Seller’s possession, custody or control (the “Surveys”). The cost to deliver the Title Commitment to the Buyer shall be split equally (50% / 50%) between Buyer and Seller. (a) At Closing, and as a condition thereof, Buyer shall receive an owner’s title insurance policy (the “Title Policy”) issued by Title Company, dated the day of Closing, with liability in the full amount of the Purchase Price, the form of which shall be an American Land Title Association Owner’s Policy, Standard Form B, 1992 (or other form preferred by Buyer or required or promulgated pursuant to applicable state insurance regulations), subject only to the Permitted Exceptions title exceptions described above in Section 4.13.1 and in Section 4.13.1 of the Disclosure Schedule, in the preliminary title report or title commitment, and other matters of record); and 5.8.2 with respect to each parcel of real estate that the Company leases or subleases, an ALTA Extended Coverage Leasehold Owner’s Policy of Title Insurance-1992 issued by a title insurer satisfactory to Buyer (defined below). The Title Policy may contain any endorsements and, if requested by Buyer. , reinsured in whole or in part by one or more insurance companies and pursuant to a direct access agreement acceptable to Buyer) in such amount as Buyer may determine (b) Prior to taking into account the expiration time cost of money using the Applicable Rate as the discount rate and such other factors as whether the fair market rental value of the Due Diligence Periodpremises exceeds the stipulated consideration in the lease or sublease, Buyer shall review whether the tenant or subtenant has any option to renew or extend, whether the tenant or subtenant owns any improvements located on the premises, whether the tenant or subtenant is permitted to sublease, and whether the tenant or subtenant would owe any amount under the lease or sublease if evicted), insuring title to the Property leasehold or subleasehold estate to be in the Company or its Subsidiary as disclosed by of the Title Commitment Closing (subject only to the title exceptions described above in Section 4.13.2 and in 4.13.2 of the SurveysDisclosure Schedule, in the preliminary title report or title commitment, and satisfy itself as other matters of record). Each title insurance policy delivered under Section 5.8.1 and Section 5.8.2 above shall (A) insure title to the availability real property and all recorded easements benefiting such real property, (B) contain an ALTA Zoning Endorsement 3.1 (or equivalent), (C) contain an endorsement insuring that the real property described in the title insurance policy is the same real estate as shown on the Survey delivered with respect to such property, (D) contain an endorsement insuring that each street adjacent to the real property is a public street and that there is direct and unencumbered pedestrian and vehicular access to such street from the Title Company real property, (E) if the real property consists of more than one record parcel, contain a “contiguity” endorsement insuring that all of the Title Policy record parcels are contiguous to one another and all requested an “apportionment” endorsement deleting the apportionment provisions from the title policy, (F) contain a “non-imputation” endorsement to such Title Policy. Buyer shall have the righteffect that title defects known to the officers, at its own cost directors, and expense, to obtain an update stockholders of the Surveys or to secure new surveys at any time owner prior to the expiration Closing shall not be deemed “facts known to the insured” for purposes of the Due Diligence Period. (c) Seller shall have no obligation to remove or cure title objections, except for (1) liens of an ascertainable amount created by Seller, which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company with Buyer’s approval, (2) any exceptions or encumbrances to title which are created by Seller after the date of this Agreement without Buyer’s consentpolicy, and (3G) non-consensual liens which liens Seller shall cause to be released at contain the Closing or affirmatively insured over by the Title Company. In addition, Seller shall provide the Title Company with any affidavits, ALTA statements or personal undertakings following endorsements: owner’s comprehensive (collectively, an “Owner’s Affidavit”for improved land), in form separate tax parcel, patent (if applicable), water rights (if applicable), and substance reasonably acceptable to the Title Company, that will permit the Title Company to remove the standard “mechanics lien” and “GAP” exceptions and otherwise issue the Title Policy in the form required by Buyersuch other endorsements as Buyer may require.

Title Insurance. (a) Following completion of a 110.5 endorsement or similar endorsement and/or other endorsements in form and substance satisfactory to Administrative Agent with respect to the 3rd party valuation of existing title insurance policy issued by First American Title Insurance Company on December 17, 2001 with respect to the Property, Buyer and Seller shall cause Isle-Black Hawk Property (“Isle-Black Hawk Mortgage Policy”) (the “Isle-Black Hawk Title Company to deliver to Buyer a commitment for the Title Policy described in subsection Endorsements”); (b) below form 1970 ALTA mortgagee title insurance policies or unconditional commitments therefor (the “Title Commitment”), together with legible copies of all of the underlying documentation described in such Title Commitment. Seller shall, include in the Acquisition Property Information the most recent surveys of the properties that comprise the Property in Seller’s possession, custody or control (the “Surveys”). The cost to deliver the Title Commitment to the Buyer shall be split equally (50% / 50%) between Buyer and Seller. (a) At Closing, and as a condition thereof, Buyer shall receive an owner’s title insurance policy (the “Title PolicyMortgage Policies”) issued by Title Company, dated the day of Closing, with liability in the full amount of the Purchase Price, the form of which shall be an American Land Title Association Owner’s Policy, Standard Form B, 1992 (or other form preferred by Buyer or required or promulgated pursuant to applicable state insurance regulations), subject only to the Permitted Exceptions (defined below). The Title Policy may contain any endorsements requested by Buyer. (b) Prior to the expiration of the Due Diligence Period, Buyer shall review title to the Property as disclosed by the Title Commitment and the Surveys, and satisfy itself as to the availability from the Title Company of the Title Policy and all requested endorsement to such Title Policy. Buyer shall have the right, at its own cost and expense, to obtain an update of the Surveys or to secure new surveys at any time prior to the expiration of the Due Diligence Period. (c) Seller shall have no obligation to remove or cure title objections, except for (1) liens of an ascertainable amount created by Seller, which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company with Buyer’s approvalrespect to the Acquisition Real Property, in an amount not less than the amount designated therein, insuring fee simple and/or leasehold title to the Acquisition Real Property vested in Borrower or the applicable Subsidiary Guarantor and assuring Administrative Agent that each Acquisition Property Mortgage creates a valid and enforceable First Priority mortgage Lien on the Acquisition Real Property to which it pertains, each Acquisition Property Mortgage Policy (1) shall include the following endorsements to the extent available in the State of Colorado: comprehensive, mechanics’ lien, variable rate, street address, separate tax lot, survey, contiguity, zoning (ALTA 3.1), street access, usury, subdivision map act, revolving credit, tie-in, creditors’ rights, doing business, first loss and last dollar and any other matters reasonably requested by Administrative Agent and (2) any exceptions or encumbrances to title which are created by Seller after the date of this Agreement without Buyer’s consent, and (3) non-consensual liens which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company. In addition, Seller shall provide for affirmative insurance and such reinsurance as Administrative Agent may reasonably request, all of the Title Company with any affidavits, ALTA statements or personal undertakings (collectively, an “Owner’s Affidavit”), foregoing in form and substance reasonably acceptable satisfactory to Administrative Agent; (c) a tie-in endorsement or similar endorsement in form and substance satisfactory to Administrative Agent with respect to the Isle-Black Hawk Mortgage, Isle-Black Hawk Title Endorsements and Acquisition Property Mortgage Policies (“Tie-in Endorsement”); and (d) evidence satisfactory to Administrative Agent that Borrower has (i) delivered to the Title Company, that will permit Company all certificates and affidavits required by the Title Company in connection with the issuance of the Acquisition Property Mortgage Policies, Tie-in Endorsement and Isle-Black Hawk Title Endorsements and (ii) paid to remove the standard “mechanics lien” and “GAP” exceptions and otherwise issue the Title Policy Company or to the appropriate Governmental Authorities all expenses and premiums of the Title Company in connection with the issuance of the Acquisition Property Mortgage Policies, Tie-in Endorsement and Isle-Black Hawk Title Endorsements and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the First Amendment to Mortgage and Acquisition Property Mortgages in the form required by Buyer.appropriate real estate records;

Title Insurance. On or before thirty (a30) Following completion days after the Effective Date, Seller shall provide to Purchaser through the Title Agency commitments for the issuance of an owner's fee policy of title insurance in the amount of the 3rd party valuation of the Property, Buyer and Seller shall cause Title Company to deliver to Buyer a commitment for Purchase Price committing the Title Policy described in subsection (b) below (the “Title Commitment”), together with legible copies of all of the underlying documentation described in such Title Commitment. Seller shall, include in the Property Information the most recent surveys of the properties that comprise the Property in Seller’s possession, custody or control (the “Surveys”). The cost Agency to deliver the Title Commitment to the Buyer shall be split equally (50% / 50%) between Buyer and Seller. (a) At Closing, and as issue a condition thereof, Buyer shall receive an owner’s title insurance policy (in favor of Purchaser for the “Title Policy”) issued by Title Company, dated the day of Closing, with liability Facilities in the full amount of the Purchase Price, Price (the form of which "Commitments"). Said Commitments shall be an American Land Title Association Owner’s Policy, Standard Form B, 1992 (or other form preferred by Buyer or required or promulgated pursuant commit to applicable state insurance regulations), insure title to the Facilities in Purchaser subject only to real estate taxes and assessments not yet due and payable; zoning ordinances, if any; and easements, reservations and restrictions of record which do not materially impair Purchaser's ability to utilize the Permitted Exceptions (defined below)Facilities. The Seller shall cause the Title Policy may contain any endorsements requested by Buyer. (b) Prior Agency to also simultaneously deliver a copy of the Commitments to Seller. Purchaser shall have until the expiration of the Due Diligence PeriodInspection Period to examine and notify Seller of any matters shown in the Commitments which are objectionable to Purchaser. Upon receipt of such notice, Buyer shall review title to the Property as disclosed by the Title Commitment and the Surveys, and satisfy itself as to the availability from the Title Company of the Title Policy and all requested endorsement to such Title Policy. Buyer shall have the right, at its own cost and expense, to obtain an update of the Surveys or to secure new surveys at any time prior to the expiration of the Due Diligence Period. (c) Seller shall have no obligation a reasonable period of time, not to exceed thirty (30) days, to remove or cure title objectionscorrect such defects, except for (1) excluding, however, monetary liens of an ascertainable amount created by Sellerwhich shall be discharged at or prior to Closing. If Seller does not or cannot correct the defects, which liens Seller shall cause Purchaser shall, at Purchaser's option, to be released at exercised by written notice to Seller within ten (10) days thereafter either (i) elect to take title "as is" without diminution in the Closing Purchase Price; or affirmatively insured over by (ii) terminate this Contract and receive a refund of the ▇▇▇▇▇▇▇ Money. If Purchaser fails to give timely written notice as to which option Purchaser wishes to exercise, then Purchaser shall be deemed to have elected to take title as is without diminution in the Purchase Price. At Closing, Purchaser shall obtain through the Title Company with Buyer’s approval, (2) any exceptions or encumbrances to Agency an owners fee policy of title which are created by Seller after the date of this Agreement without Buyer’s consent, and (3) non-consensual liens which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company. In addition, Seller shall provide the Title Company with any affidavits, ALTA statements or personal undertakings (collectively, an “Owner’s Affidavit”), in form and substance reasonably acceptable to the Title Company, that will permit the Title Company to remove the standard “mechanics lien” and “GAP” exceptions and otherwise issue the Title Policy insurance in the form required by Buyer.amount of the Purchase Price in accordance with the terms and provisions of this

Title Insurance. (a) Following completion of the 3rd party valuation of the Property, Buyer and Seller shall cause Title Company to deliver to Buyer a commitment for the Title Policy described in subsection (b) below (the “Title Commitment”), together with legible copies of all of the underlying documentation described in such Title Commitment. Seller shall, include in the Property Information the most recent surveys of the properties that comprise the Property in Seller’s possession, custody or control (the “Surveys”). The cost to deliver the Title Commitment As real property is added to the Buyer Collateral, ALTA 2006 Form mortgagee title insurance policies issued by a title insurance company approved by the Administrative Agent, or endorsements to such policies, shall be split equally (50% / 50%) between Buyer issued in form and Seller. (a) At Closing, substance acceptable to the Administrative Agent insuring the Administrative Agent’s Lien position and as a condition thereof, Buyer shall receive an owner’s title insurance policy (the “Title Policy”) issued by Title Company, dated the day of Closing, all appurtenances thereto with liability in the full amount of the Purchase Price, the form of which shall be an American Land Title Association Owner’s Policy, Standard Form B, 1992 (or other form preferred by Buyer or required or promulgated pursuant respect to applicable state insurance regulations)such real property, subject only to Permitted Liens (excluding clauses (c) and (h) of the Permitted Exceptions (defined belowdefinition thereof). The Title Policy may contain any amount of coverage under such policy must be no less than the aggregate Revolving Commitment. If such Property is located in a Tie-In Jurisdiction, Borrower shall provide endorsements requested by Buyer. (b) Prior to all other existing title insurance policies issued to the expiration Administrative Agent with respect to all other Properties located in Tie-In Jurisdictions reflecting an increase in the aggregate insured amount under the “tie-in” endorsements by the amount of such policy. The title insurance policies (including endorsements) shall affirmatively insure reasonable means of ingress and egress to and from the Collateral satisfactory to the Administrative Agent, to the extent available in the applicable State. The policies and all endorsements shall contain no matters objectionable to the Administrative Agent, including, without limitation, exceptions with respect to mechanics’ and materialmens’ Liens and prior years’ taxes. The policies and subsequent endorsements adding additional Collateral to the policies shall contain such endorsements as the Administrative Agent shall require, including, without limitation, to the extent available in the applicable state, the following endorsements: Environmental Protection Lien Endorsement (ALTA Form 8.1); Variable Rate Mortgage Endorsement (ALTA Form 6 or 6.1 as applicable or equivalent); Restrictions, Encroachments, Minerals Endorsement (Comprehensive Endorsement); Subdivision Endorsement; Zoning Endorsement (ALTA Form 3.2 or ALTA Form 3.1, as applicable; otherwise ALTA Form 3-06); Tie-In Spreader Endorsement; Future Advance Endorsement; Same as Survey Endorsement; Contiguity Endorsement; and Revolving Credit Endorsement. Administrative Agent must be provided with copies of all exceptions noted in the commitments and policies at the request of the Due Diligence Period, Buyer Administrative Agent. The policies and all endorsements shall review title be issued in accordance with the terms of this Agreement. Notwithstanding anything to the Property as disclosed by contrary in this Agreement or the Title Commitment and the Surveysother Loan Documents, and satisfy itself as to the availability from the Title Company of the Title Policy and all requested endorsement to such Title Policy. Buyer shall have the right, at its own cost and expense, to obtain an update of the Surveys or to secure new surveys at any time prior to the expiration of the Due Diligence Period. (c) Seller Lenders shall have no obligation to remove make any advance of Loan proceeds or cure title objectionstake any other action under the Loan Documents if a mechanics’ or materialmen’s lien has been filed against such Housing Units and/or Lots and such lien has not been released, except for (1) liens of an ascertainable amount created bonded or discharged as required by Seller, which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company with Buyer’s approval, (2) any exceptions or encumbrances to title which are created by Seller after the date Section 8.6 of this Agreement without Buyer’s consent, and (3) non-consensual liens which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company. In addition, Seller shall provide the Title Company with any affidavits, ALTA statements or personal undertakings (collectively, an “Owner’s Affidavit”), in form and substance reasonably acceptable to the Title Company, that will permit the Title Company to remove the standard “mechanics lien” and “GAP” exceptions and otherwise issue the Title Policy in the form required by BuyerAgreement.

Title Insurance. (a) Following completion of Purchaser agrees to make, promptly after the 3rd party valuation of the Property--------------- signing hereof, Buyer and Seller shall cause Title Company to deliver to Buyer application for a commitment for the Title Policy described in subsection (b) below (the “Title Commitment”), together with legible copies of all of the underlying documentation described in such Title Commitment. Seller shall, include in the Property Information the most recent surveys of the properties that comprise the Property in Seller’s possession, custody or control (the “Surveys”). The cost to deliver the Title Commitment to the Buyer shall be split equally (50% / 50%) between Buyer and Seller. (a) At Closing, and as a condition thereof, Buyer shall receive an owner’s title insurance policy directly from Chicago Title Insurance Company or Ticor Title Guarantee Company or Ticor Title Insurance Company (the “Title Policy”) issued by "Title Company"), dated and to purchase any fee title insurance policy obtained by Purchaser in connection with the day of Closing, with liability in the full amount acquisition of the Purchase Price, the form of which shall be an American Land Title Association Owner’s Policy, Standard Form B, 1992 (or other form preferred by Buyer or required or promulgated pursuant to applicable state insurance regulations), subject only to the Permitted Exceptions (defined below). The Title Policy may contain any endorsements requested by Buyer. (b) Prior to the expiration of the Due Diligence Period, Buyer shall review title to the Property as disclosed by the Title Commitment and the Surveys, and satisfy itself as to the availability directly from the Title Company of the Title Policy and all requested endorsement to such Title Policy. Buyer shall have the right, at its own cost and expense, to obtain an update of the Surveys or to secure new surveys at any time prior to the expiration of the Due Diligence Period. (c) Seller shall have no obligation to remove or cure title objections, except for (1) liens of an ascertainable amount created by Seller, which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company with Buyer’s approval, (2) any exceptions or encumbrances to title which are created by Seller after the date of this Agreement without Buyer’s consent, and (3) non-consensual liens which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company. In addition, Seller shall provide the Title Company with any affidavits, ALTA statements or personal undertakings (collectively, an “Owner’s Affidavit”), in form and substance reasonably acceptable to the Title Company, provided however, Purchaser may obtain a fee title policy conditioned upon coinsurance of one-third of the insured amount with Chicago Title Insurance Company, one-third with Ticor Title Insurance Company, and one-third with First American Title Insurance Company. Purchaser acknowledges receipt of a copy of the title report described in Schedule "J" annexed hereto (the "Contract Title Report"). Purchaser further acknowledges and agrees that will permit Purchaser has no objection to the Title Company to remove the standard “mechanics lien” and “GAP” exceptions and otherwise issue the Title Policy state of title set forth in the form required Contract Title Report except that, at or before the Closing, Seller shall cause the title exceptions listed on Schedule "K" annexed hereto to be omitted as exceptions to title by Buyerbonding, satisfaction, affirmative insurance against collection, or otherwise. The Permitted Encumbrances shall remain and Purchaser shall be obligated to accept title subject to same. With respect to any continuation of the Contract Title Report or an update to the Contract Survey, Purchaser shall deliver to Seller's attorneys, Bachner, Tally, P▇▇▇▇▇▇ & M▇▇▇▇▇ LLP, 3▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: M▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq., a copy of such continuation or updated survey together with a written statement by Purchaser of any objections to title which have appeared for the first time in such continuation or on a survey obtained by Purchaser (a "Subsequent Title Objection"), within ten (10) days of receipt of such continuation or updated survey, but in no event later than fifteen (15) days prior to the Closing Date, unless such change of circumstances occurred within such fifteen (15) day period. The failure by Purchaser to deliver any of the aforementioned documents to Seller's counsel within the time period specified in this Section 5.1 shall constitute a waiver by Purchaser of any and all objections that may arise with respect to matters contained in such documents. In the event Purchaser sends a written statement to Seller setting forth one or more Subsequent Title Objections which Seller is unable to remedy prior to the Closing Date, Purchaser hereby grants to Seller a reasonable adjournment of the Closing Date during which t▇▇▇ ▇▇▇▇▇▇ may attempt to remedy same for a period not to exceed ninety (90) days.

Title Insurance. (a) Following completion of the 3rd party valuation of the Property, Buyer and Seller shall cause Title Company to deliver to Buyer a commitment for the Title Policy described in subsection (b) below (the “Title Commitment”), together with legible copies of all of the underlying documentation described in such Title Commitment. Seller shall, include in the Property Information the most recent surveys of the properties that comprise the Property in Seller’s possession, custody or control (the “Surveys”). The cost to deliver the Title Commitment to the 8.1 Buyer shall be split equally (50% / 50%) between Buyer and Seller. (a) At Closing, and as select a condition thereof, Buyer shall receive title insurance company to furnish an owner’s title insurance policy (the “Title Policy”) issued by Title Company, dated the day of Closing, with liability in the full amount of the Purchase Price, the form of which shall be an American Land Title Association Ownerat Buyer’s Policy, Standard Form B, 1992 (or other form preferred by Buyer or required or promulgated pursuant to applicable state insurance regulations), subject only to the Permitted Exceptions (defined below)expense. The Title Policy Commitment may contain any endorsements requested Owner’s Extended Coverage (“OEC”). Any additional premium expense to obtain OEC will be paid by Buyer. (b) Prior 8.2 Buyer has the right to review and object to the expiration Abstract of Title or Title Commitment and any of the Due Diligence PeriodTitle Documents on or before Record Title Objection Deadline. Buyer’s objection may be based on any unsatisfactory form or content of Title Commitment or Abstract of Title, notwithstanding the provisions of Section 12, or any other unsatisfactory title condition, in Buyer’s sole subjective discretion. If the Abstract of Title, Title Commitment, or Title Documents are not received by Buyer shall review title on or before the Record Title Deadline, or if there is an endorsement to the Property as disclosed by the Title Commitment that adds a new Exception to title, a copy of the new Exception to title and the Surveys, and satisfy itself as modified Title Commitment will be delivered to the availability from the Title Company of the Title Policy and all requested endorsement to such Title PolicyBuyer. Buyer shall have has until the right, at its own cost earlier of Closing or ten days after receipt of such documents by Buyer to review and expense, to obtain an update of the Surveys or to secure new surveys at any time prior to the expiration of the Due Diligence Period. (c) Seller shall have no obligation to remove or cure title objections, except for object to: (1) liens of an ascertainable amount created any required Title Document not timely received by Seller, which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company with Buyer’s approval, (2) any exceptions change to the Abstract of Title, Title Commitment or, Title Documents, or encumbrances to title which are created by Seller after the date of this Agreement without Buyer’s consent, and (3) non-consensual liens which liens any endorsement to the Title Commitment. If Seller shall cause receives Buyer’s Notice to Terminate or Notice of Title Objection, pursuant to this paragraph, any title objection buy Buyer will be released at the Closing or affirmatively insured over governed by the provisions set forth below in Subsection 8.4 8.3 Seller must deliver to Buyer, on or before the Off Record Title CompanyDeadline, true copies of all existing surveys in Seller’s possession pertaining to the Property and must disclose to Buyer all easements, liens (including, without limitation, governmental improvements approved, but not yet installed) or other title matters (including, without limitation, rights of first refusal and options) not shown by public records, of which Seller has actual knowledge (“Off Record Matters”). In additionBuyer has the right to inspect the Property to investigate if any third party has any right in the Property not shown by public records. Buyer’s Notice to Terminate or Notice of Title Objection of any unsatisfactory condition (whether disclosed by Seller or revealed by such inspection, Seller shall provide the Title Company with any affidavits, ALTA statements or personal undertakings (collectively, an “Owner’s Affidavit”provisions of Sections 8.2 and 12 notwithstanding), in form and substance reasonably acceptable to the Title CompanyBuyer’s sole subjective discretion, that will permit the Title Company to remove the standard “mechanics lien” and “GAP” exceptions and otherwise issue the Title Policy in the form required must be received by Buyer.Seller on or before Off-

Title Insurance. Within thirty (a30) Following completion days after the date of this Agreement, or mutual extension thereof, Buyer shall deliver to Seller a copy of a title insurance commitment (“Commitment”) from a mutually agreeable title company bearing an effective date subsequent to the date hereof in favor of Buyer for an owner's extended title insurance policy, with applicable endorsements and/or riders, including but not limited to a zoning endorsement, insuring marketability of the 3rd party valuation title to the School Site, showing the entire fee simple interest in Seller, and in the amount of the PropertyLand Price (see Paragraph 2) plus an additional $ 33,500,000 representing the estimated value of anticipated LPS improvements on the School Site, underwritten by a title insurance company acceptable to Buyer. The Title Insurance requirement shall be referred to in this Agreement as the “Title Insurance Contingency”. Within thirty (30) days after Buyer’s receipt of the Commitment, Buyer may object to Seller’s title. Buyer shall send a copy of the Commitment along with a written statement of any objections to Seller's title to the School Site as disclosed by the Commitment to the Seller. Seller shall have thirty (30) days, or a mutually agreed upon extension thereof, after written notice from Buyer of such objections (i) to remove the objections from the Commitment, (ii) to have the title insurer commit, in writing in a form and substance that is acceptable to Buyer, to insure Buyer against loss or damage that may be occasioned by such objections or defects, and/or (iii) to provide notice to Buyer that Seller is not willing to cure some or all of the objections or is not able, upon the exercise of due diligence in good faith, to cure some or all of the objections prior to or concurrent with Buyer's acquisition of the School Site. If Seller gives notice to Buyer of any objections which it will not or cannot be cured, then Buyer shall, prior to expiration of the Closing Contingency Period, have the option of: (i) waiving such objections, proceeding with this Agreement and receiving a mutually agreed upon credit towards or reduction of the Purchase Price on account thereof; or (ii) terminating this Agreement, as provided in Paragraph 6 above. In addition to the terms and conditions of this Agreement, land title law of Nebraska and the title standards approved by the Nebraska State Bar Association to the date of examination of title shall serve as a guide of marketability of title. Buyer and Seller shall cause Title Company to deliver to Buyer a commitment for the Title Policy described in subsection each pay one-half (b1/2) below (the “Title Commitment”), together with legible copies of all of the underlying documentation described in such Title Commitment. Seller shall, include in the Property Information the most recent surveys expense of the properties that comprise the Property in Seller’s possession, custody or control (the “Surveys”). The cost to deliver the Title Commitment to the Buyer shall be split equally (50% / 50%) between Buyer and Seller. (a) At Closing, and as a condition thereof, Buyer shall receive an standard owner’s title insurance policy (issued on the “Title Policy”) issued by Title Company, dated the day of Closing, with liability School Site in the full amount of the Purchase Price, the form of which shall be an American Land Title Association Owner’s Policy, Standard Form B, 1992 Price (or other form preferred by Buyer or required or promulgated pursuant to applicable state insurance regulationssee Paragraph 2), subject only to the Permitted Exceptions and one-half (defined below). The Title Policy may contain 1/2) of any endorsements requested by Buyer. (b) Prior to the expiration of the Due Diligence Period, Buyer shall review title to the Property as disclosed by the Title Commitment and the Surveys, and satisfy itself as to the availability from the Title Company of the Title Policy and all requested endorsement to such Title Policyclosing fees. Buyer shall have pay the rightcost to obtain extended coverage in and any endorsements, at its own cost and expenseincluding the endorsements described above in this paragraph, to obtain an update of the Surveys or to secure new surveys at any time prior to the expiration of the Due Diligence Period. (c) Seller owner’s title insurance policy. Documents stamps, if any, shall have no obligation to remove or cure title objections, except for (1) liens of an ascertainable amount created be paid by Seller, which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company with Buyer’s approval, (2) any exceptions or encumbrances to title which are created by Seller after the date of this Agreement without Buyer’s consent, and (3) non-consensual liens which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company. In addition, Seller shall provide the Title Company with any affidavits, ALTA statements or personal undertakings (collectively, an “Owner’s Affidavit”), in form and substance reasonably acceptable to the Title Company, that will permit the Title Company to remove the standard “mechanics lien” and “GAP” exceptions and otherwise issue the Title Policy in the form required by BuyerEach party is responsible for their own recording fees.

Title Insurance. No later than fifteen (a15) Following completion of days after the 3rd party valuation of the PropertyEffective Date, Buyer and Seller shall cause Title Company to furnish and deliver to Buyer a for examination an ALTA commitment for marketable title insurance on the Title Policy described Property issued by a responsible title insurance company, licensed by the State of Wisconsin, committing said title insurance company to issue title insurance to the Property by an owner’s standard form ALTA policy (Form B) in subsection (b) below (the “Title Commitment”)amount of the full Purchase Price, showing all liens, encumbrances and other matters of record, together with legible copies of all documents that appear as exceptions to title. Buyer shall have until the end of the underlying documentation described in such Title Commitment. Seller shall, include in the Property Information the most recent surveys of the properties that comprise the Property in Seller’s possession, custody or control (the “Surveys”). The cost Due Diligence Period to deliver the Title Commitment to Seller written notice of objection to the condition of title. If ▇▇▇▇▇ fails to timely deliver such notice, then Buyer shall be split equally deemed to have approved of the condition of title as shown by such commitment. Exceptions to title approved by Buyer hereunder shall be deemed to be Permitted Exceptions. If, within twenty-one (50% / 50%21) between days following delivery of ▇▇▇▇▇’s notice of objection, Seller is unable to cure such defects, Buyer and Seller.shall have the option either to: (a) At ClosingTerminate this Agreement, in which case this Agreement shall be null and void, and as a condition thereof, Buyer shall receive an owner’s title insurance policy (the “Title Policy”) issued by Title Company, dated the day of Closing, with liability in the full amount of the Purchase Price, the form of which shall be an American Land Title Association Owner’s Policy, Standard Form B, 1992 (or other form preferred by Buyer or required or promulgated pursuant to applicable state insurance regulations), subject only entitled to the Permitted Exceptions (defined below). The Title Policy may contain any endorsements requested by Buyer.expeditious return of its ▇▇▇▇▇▇▇ money; or (b) Prior Waive any defects of title and perform pursuant to the expiration terms of the Due Diligence Periodthis Agreement, Buyer shall review title to the Property as disclosed by the Title Commitment and the Surveys, and satisfy itself as to the availability from the Title Company of the Title Policy and all requested endorsement to such Title Policynotwithstanding any defects in title. Buyer shall have the right, at its own cost and expense, right to obtain an update updated title commitment prior to Closing. If the updated title commitment shows any additional exceptions to title (other than the Permitted Exceptions), Buyer may provide Seller with written notice of objection to the condition of title prior to Closing, and Seller shall cure such defect within five (5) days of receiving written notice (and the Closing Date shall be extended by the same) or else Buyer may terminate the Agreement and receive a full refund of its ▇▇▇▇▇▇▇ money. All costs of providing such title commitment, and of issuing the title policy pursuant to such commitment, shall be borne by Seller and shall be paid at or before Closing. Seller shall provide a gap endorsement to the title policy, at Seller’s expense. Buyer may obtain any other endorsements to the title policy, at ▇▇▇▇▇’s expense, and ▇▇▇▇▇▇ agrees to cooperate in providing any information or documents reasonably required by the title company to obtain such endorsements. The City represents and warrants to Buyer and MOI that, as of the Surveys date hereof, and as of the Closing Date, (1) there are no at- or above-grade structures or other improvements located on the Property; (2) all previously existing at- or above-grade structures and improvements were demolished by the City and that the City complied with the Environmental Protection Provisions set forth on Exhibit B of that certain Quitclaim Deed recorded on October 8, 2012, as Document Number 4920307, in the Register of Deed’s Office for Dane County (the “Deed”) in their entirety, including, but not limited to, performance of all required remediation and abatement described in Exhibit B, Sections 1 and 2 of the Deed, to secure new surveys at permit residential occupation of the Property; 3) the City has no knowledge of any time underground structures or other underground improvements on the Property; and 4) the City has no knowledge of any contamination on the Property or adjacent to the Property that existed (i) prior to the expiration of City taking fee simple title to the Due Diligence Period. Property pursuant to the Deed that would necessitate the United States to perform remedial or corrective action as set forth in the Deed; or (cii) Seller shall have no obligation to remove or cure title objections, except for (1) liens of an ascertainable amount created by Seller, which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company with Buyer’s approval, (2) any exceptions or encumbrances to title which are created by Seller after the date of this Agreement without Buyer’s consent, and (3) non-consensual liens which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company. In addition, Seller shall provide the Title Company with any affidavits, ALTA statements or personal undertakings (collectively, an “Owner’s Affidavit”), in form and substance reasonably acceptable City took fee simple title to the Title Company, that will permit the Title Company to remove the standard “mechanics lien” and “GAP” exceptions and otherwise issue the Title Policy in the form required by BuyerProperty.

Title Insurance. (a) Following completion As a condition of Buyer’s obligation to close Escrow, TSA Title Agency shall be prepared to issue to issue its standard coverage owner’s policy of title insurance, insuring fee title to the Real Property in the amount of the 3rd party valuation Purchase Price, free and clear of all liens and encumbrances, subject only to the standard exceptions in the policy and to matters in Schedule B of the Property, Buyer Preliminary Title Report to be prepared by TSA Title Agency and approved as follows: Seller shall cause (1) an ATLA boundary survey of the Real Property (the “Survey”) to be delivered to Buyer before the Close of Escrow and (2) TSA Title Company Agency to deliver to Seller and Buyer a title commitment for the Title Policy described in subsection (b) below Real Property (the “Title Commitment”), ) together with legible copies all Schedule B documents. Buyer shall advise Seller within five (5) days of all receipt of each such item which Survey items or exceptions to the Title Commitment, if any, will not be accepted by the Buyer. If Buyer fails to give Seller notice of any objections to the Title Commitment or the Survey within such period, Buyer shall be deemed to have accepted and approved the condition of the underlying documentation described Survey and the title as reflected in such the Title Commitment. Seller shallshall have five (5) days after receipt of Buyer’s objections, include in the Property Information the most recent surveys of the properties if any, to give Buyer notice: (i) that comprise the Property in Seller’s possession, custody or control (the “Surveys”). The cost to deliver the Title Commitment to the Buyer shall be split equally (50% / 50%) between Buyer and Seller. (a) At Closing, and as a condition thereof, Buyer shall receive an owner’s title insurance policy (the “Title Policy”) issued by Title Company, dated the day of Closing, with liability in the full amount of the Purchase Price, the form of which shall be an American Land Title Association Owner’s Policy, Standard Form B, 1992 (or other form preferred by Buyer or required or promulgated pursuant to applicable state insurance regulations), subject only to the Permitted Exceptions (defined below). The Title Policy may contain Seller will remove any endorsements requested by Buyer. (b) Prior to the expiration of the Due Diligence Period, Buyer shall review title to the Property as disclosed by objectionable exceptions from the Title Commitment and provide Buyer with evidence satisfactory to Buyer of such removal, or provide Buyer with evidence satisfactory to Buyer that the Surveys, and satisfy itself as exceptions will be removed prior to the availability Close of Escrow, or (ii) that Seller elects not to cause such exception to be removed. If Seller fails to give notice to Buyer within such period, Seller will be deemed to have given notice to Buyer under clause (ii) on the fifth (5th) day after Seller’s notice of objection. If Seller gives or is deemed to have given notice under clause (ii), Buyer shall have five (5) days to proceed with the purchase and take the Real Property subject to the exceptions with no reduction in the Purchase Price or to terminate this Agreement. If Buyer fails to give notice of its election within five (5) days, then Buyer shall be deemed to have elected to terminate this Agreement. If Seller gives notice pursuant to clause (i), but fails to remove the objectionable title exception from the Title Company of the Title Policy and all requested endorsement to such Title Policy. Buyer shall have the right, at its own cost and expense, to obtain an update of the Surveys or to secure new surveys at any time Commitment prior to the expiration Close of the Due Diligence Period. (c) Seller shall have no obligation to remove or cure title objections, except for (1) liens of an ascertainable amount created by Seller, which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company with Buyer’s approval, (2) any exceptions or encumbrances to title which are created by Seller after the date of this Agreement without Buyer’s consentEscrow, and (3) non-consensual liens which liens Seller shall cause the Buyer is unwilling to be released at take title subject thereto, then Buyer may elect to terminate this Agreement, and the Closing or affirmatively insured over by the Title Company. In addition▇▇▇▇▇▇▇ Money, Seller shall provide the Title Company together with any affidavitsinterest accrued thereon, ALTA statements or personal undertakings (collectivelyshall be repaid to Buyer, an “Owner’s Affidavit”), in form and substance reasonably acceptable to the Title Company, that will permit the Title Company to remove the standard “mechanics lien” and “GAP” exceptions and otherwise issue the Title Policy in the form required by Buyerparties shall be excused from further performance hereunder.

Title Insurance. (a) Following completion the execution and delivery of the 3rd party valuation of the Propertythis Agreement, at Buyer’s expense, Buyer and Seller shall cause Title Company to deliver to Buyer a commitment for the Title Policy described in subsection (b) below (the “Title Commitment”), together with legible copies of all of the underlying documentation described in such Title Commitment. Seller shall, include in within two business days after the Property Information execution of this Agreement, deliver to Buyer the most recent surveys of the properties that comprise the Property in Seller’s possession, custody possession or control (the “Surveys”). The cost to deliver the Title Commitment to the Buyer shall be split equally (50% / 50%) between Buyer and Seller. (a) At Closing, and as a condition thereof, Buyer shall receive an owner’s title insurance policy (the “Title Policy”) issued by Title Company, dated the day of Closing, with liability in the full amount of the Purchase Price, the form of which shall be an American Land Title Association Owner’s Policy, Standard Form B, 1992 (or other form preferred by Buyer or required or promulgated pursuant to applicable state insurance regulations), subject only to the Permitted Exceptions (defined below). The Title Policy may contain any endorsements requested by Buyer. (b) Prior to the expiration of the Due Diligence Period, Buyer shall review title to the Property as disclosed by the Title Commitment and the Surveys, and satisfy itself as to the availability from the Title Company of the Title Policy and all requested endorsement to such Title Policy. Buyer shall have the right, at its own cost and expense, right to obtain an update of the Surveys or to secure new surveys at any time prior to the expiration of the Due Diligence Period. (c) Seller shall have no obligation to remove or cure title objections, except for (1) liens of an ascertainable amount created by Seller, which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company with Buyer’s approvalapproval (“Seller’s Monetary Liens”), (2) any exceptions or encumbrances to title which are created by Seller after the date of this Agreement without Buyer’s consent, and (3) non-consensual liens (other than any liens relating to Buyer’s actions), which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company. In addition, Seller shall provide the Title Company with any affidavits, ALTA statements or personal undertakings (collectively, an “Owner’s Affidavit”), in form and substance reasonably acceptable to the Title Company, that will permit the Title Company to remove the standard “mechanics lien” and “GAP” exceptions and otherwise issue the Title Policy in the form required by Buyer.

Title Insurance. (ai) Following completion Concurrently with the closing of the 3rd party valuation Loan, Borrower shall deliver or cause to be delivered to Agent a T-2 Loan Policy of the Property, Buyer and Seller shall cause Title Company to deliver to Buyer a commitment for the Title Policy described in subsection Insurance (bunmodified State of Texas Form) below (the “Title Commitment”), together with legible copies of all of the underlying documentation described in such Title Commitment. Seller shall, include in the Property Information the most recent surveys of the properties that comprise the Property in Seller’s possession, custody or control (the “Surveys”). The cost to deliver the Title Commitment to the Buyer shall be split equally (50% / 50%) between Buyer and Seller. (a) At Closing, and as a condition thereof, Buyer shall receive an owner’s title insurance policy extended coverage (the “Title Policy”) issued by the Title Company, dated the day of ClosingInsurer, with a liability limit equal to not less than the Loan Amount, and with coverage and in form satisfactory to Agent, insuring Agent's interest under the full amount of Mortgage as a valid first lien on the Purchase PriceProperty, the form of which shall be an American Land Title Association Owner’s Policy, Standard Form B, 1992 together with such reinsurance (or other form preferred by Buyer or required or promulgated pursuant to applicable state insurance regulations), subject only with direct access to the Permitted Exceptions (defined below)reinsurers thereunder) or coinsurance agreements and such endorsements to the Title Policy as Agent may require. The Title Policy may shall not be subject to any exceptions of any kind whatsoever other than the matters approved by Agent in writing. Any easements benefiting the Real Property shall be additional insured parcels under the Title Policy. Moreover, to the extent available in the Governing Jurisdiction, the Title Policy shall contain any the following endorsements, each in form and substance satisfactory to Agent: (i) Restrictions, Encroachments, Mineral Endorsement No. T-19 (ii) Access Endorsement No. T-23, (iii) survey, (iv) Environmental lien endorsement, and (v) such other endorsements requested deemed necessary by BuyerAgent. (bii) Prior to the expiration Continuation and Date-Down Endorsements. After recordation of the Due Diligence PeriodMortgage and as a condition precedent to each Advance under Schedule 2 hereof, Buyer shall review title to the Property as disclosed by the Title Commitment and the Surveys, and satisfy itself as to the availability from the Title Company of the Title Policy and all requested endorsement to such Title Policy. Buyer shall have the rightBorrower shall, at its own cost and expense, to obtain an update of the Surveys deliver or to secure new surveys at any time prior to the expiration of the Due Diligence Period. (c) Seller shall have no obligation to remove or cure title objections, except for (1) liens of an ascertainable amount created by Seller, which liens Seller shall cause to be released at the Closing or affirmatively insured over by delivered to Agent from time to time such continuation and date-down endorsements to be attached to the Title Company with Buyer’s approval, (2) any exceptions or encumbrances to title which are created by Seller after the date of this Agreement without Buyer’s consent, and (3) non-consensual liens which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company. In addition, Seller shall provide the Title Company with any affidavits, ALTA statements or personal undertakings (collectively, an “Owner’s Affidavit”)Policy, in form and substance reasonably acceptable satisfactory to Agent, as Agent deems necessary to insure the lien priority of the Mortgage as set forth in Section 7(a) hereof, as of the date of and including the amount covered by each such Advance, and Borrower agrees to furnish to the Title Company, that will permit Insurer such surveys and other information as are required by Agent or the Title Company Insurer to remove the standard “mechanics lien” and “GAP” exceptions and otherwise issue enable the Title Policy in the form required by BuyerInsurer to issue such endorsements to Agent.

Title Insurance. (a) Following completion The Purchaser may at its cost order from a reputable national title insurance company of the 3rd party valuation of Purchaser's choice (the Property"Title Company"), Buyer a title insurance report and Seller shall cause Title Company to deliver to Buyer a commitment for a leasehold owner's title insurance policy with respect to the Real Properties (the "Title Commitment"). If the Purchaser orders the Title Policy described in subsection (b) below (the “Title Commitment”), together with legible copies it will furnish a copy of all of the underlying documentation described in such Title Commitment. Seller shall, include in the Property Information the most recent surveys of the properties that comprise the Property in Seller’s possession, custody or control (the “Surveys”). The cost to deliver the Title Commitment to the Buyer shall Sellers promptly after the Purchaser's receipt thereof (but in no event less than thirty (30) days after the date of this Agreement) together with the Purchaser's notice of any Liens or other title defects that are not Permitted Liens ("Title Defects") disclosed by any such Title Commitment with respect to the Real Properties. If the Purchaser fails to object to any Title Defects set forth in the Title Commitment with respect to the Real Properties within 15 days after the receipt thereof or any other Title Defects disclosed by the Title Company in any update to the Title Commitments for the Leased Properties within 5 days after the Purchaser's receipt of such update, the Purchaser will be split equally (50% / 50%) between Buyer deemed to have waived such objection with respect to any matter theretofore disclosed to it by the Title Commitment or any update thereto to such date. Prior to or as of the Closing Date, Litho will eliminate all monetary Title Defects and Sellerwill use commercially reasonable efforts to eliminate all non-monetary Title Defects. (a) At ClosingIf Litho is unable to eliminate any non-monetary Title Defects with respect to the Real Properties to which the Purchaser has objected in writing, and as a condition thereofLitho will give prompt notice thereof to the Purchaser. Upon receipt of such notice, Buyer shall receive an owner’s title insurance policy (if Litho is unable to eliminate any such Title Defects with respect to the “Title Policy”) issued by Title Company, dated Real Properties that materially affect the day of Closing, with liability in the full amount use of the Purchase PriceReal Properties, the form of which shall be an American Land Title Association Owner’s Policy, Standard Form B, 1992 (or other form preferred by Buyer or required or promulgated pursuant Purchaser will have the option to applicable state insurance regulations), subject only to the Permitted Exceptions (defined below). The Title Policy may contain any endorsements requested by Buyerterminate this Agreement in its entirety. (b) Prior The Purchaser may at its option arrange, at its cost and expense, for (i) a current A.L.T.A. survey of the Real Properties in a form reasonably acceptable to the expiration of the Due Diligence PeriodPurchaser (each, Buyer shall review title a "Survey") to be provided to the Property as disclosed by the Title Commitment and the Surveys, and satisfy itself as Purchaser with respect to the availability Real Properties and (ii) a policy of title insurance (the "Title Policy") from the Title Company based on the Title Commitments in current A.L.T.A. Leasehold Owner's Extended Coverage Form with respect to the Real Properties in coverage amount of $2,750,000, containing such endorsements as the Purchaser reasonably requests, free and clear of all Title Defects that have been objected to by the Purchaser pursuant to Section 6.12(a) above (unless consented to by the Purchaser). All premiums, fees and charges for the issuance of each of the Title Policy and all requested endorsement to such Title Policy. Buyer shall have the right, at its own cost and expense, to obtain an update of the Surveys or to secure new surveys at any time prior to the expiration of the Due Diligence Period. (c) Seller shall have no obligation to remove or cure title objections, except Policies will be paid for (1) liens of an ascertainable amount created by Seller, which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company with Buyer’s approval, (2) any exceptions or encumbrances to title which are created by Seller after the date of this Agreement without Buyer’s consent, and (3) non-consensual liens which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company. In addition, Seller shall provide the Title Company with any affidavits, ALTA statements or personal undertakings (collectively, an “Owner’s Affidavit”), in form and substance reasonably acceptable to the Title Company, that will permit the Title Company to remove the standard “mechanics lien” and “GAP” exceptions and otherwise issue the Title Policy in the form required by BuyerPurchaser.

Title Insurance. (a) Following completion In preparation for the Closing, as soon as reasonably practicable and in no event later than 10 Business Days following the date of this Agreement, the 3rd party valuation Company will request, with respect to each parcel of Owned Real Property that is not Bank OREO, a title commitment on the PropertyALTA Form 2006 Owner’s Policy of Title Insurance (each a “Title Commitment,” collectively, Buyer and Seller shall the “Title Commitments”) issued by Canyon Title (“Title Company”), committing to insure Guaranty’s title in such parcel of Owned Real Property for the amount listed on Company Schedule 6.14(a). The Company will request on each Title Commitment that the so-called “standard printed exceptions” are deleted from the Title Commitment so that Guaranty will have extended coverage. The Company will deliver or cause the Title Company to deliver to Buyer a commitment for Guaranty, promptly after the Closing Date, an owners title insurance policy issued by the Title Policy described in subsection Company insuring Guaranty’s title to each Parcel of Owned Real Property consistent with the applicable Closing Title Commitment (bas defined below) below (each a “Title Policy,” collectively, the “Title CommitmentPolicies”), together with legible copies of all of the underlying documentation described in such Title Commitment. Seller shall, include in the Property Information the most recent surveys of the properties that comprise the Property in Seller’s possession, custody or control (the “Surveys”). The cost to deliver the Title Commitment to the Buyer shall be split equally (50% / 50%) between Buyer and Seller. (a) At Closing, and as a condition thereof, Buyer shall receive an owner’s title insurance policy (the “Title Policy”) issued by Title Company, dated the day of Closing, with liability in the full amount of the Purchase Price, the form of which shall be an American Land Title Association Owner’s Policy, Standard Form B, 1992 (or other form preferred by Buyer or required or promulgated pursuant to applicable state insurance regulations), subject only to the Permitted Exceptions (defined below)Exceptions. The Guaranty will pay the premium for each owner’s standard policy at Closing together with the costs associated with deletion of the standard printed exceptions or any endorsements to the standard Title Policy may contain any endorsements requested required by BuyerGuaranty. (b) Prior Guaranty shall review the Title Commitments and if: (i) any Title Commitment discloses that any party other than the Company or Bank has title to the expiration any of the Due Diligence Period, Buyer shall review Owned Real Property; or (ii) any title exception is disclosed in Schedule B to any Title Commitment that is not one of the Property as disclosed by Permitted Encumbrances or not one that the Company specifies when delivering the Title Commitment and to Guaranty that the Surveys, and satisfy itself as Company will cause to the availability be deleted from the Title Commitment concurrently with the Closing, including: (A) any exceptions that pertain to Liens securing any loans; and (B) any exceptions that Guaranty reasonably believes could materially and adversely affect Guaranty’s use of the Owned Real Property described therein (a “Title Objection”), Guaranty will notify the Company in writing of such matters within 15 Business Days after receiving all of the Title Policy and all requested endorsement Commitments for the Owned Real Property. The Company may elect, but shall have no obligations, within 15 Business Days of receipt of the final Title Objection (“Title Cure Period”) to remove or cure, or with Guaranty’s consent, which consent will not be unreasonably withheld or delayed, to obtain title insurance over, the title matter subject to such Title PolicyObjection. Buyer shall have If the rightCompany does not elect or is unable to remove or cure or, at its own cost and expensewith Guaranty’s consent, to obtain an update insurance over all title matters subject to the Title Objection within the Title Cure Period, Guaranty may, in its sole discretion, by written notice given to the Company (“Election Notice”) within ten days after the Title Cure Period (“Election Notice Period”), or any other cure period indicated by the Company, elect only one of the Surveys or following options: (i) waive all uncured and unremoved title matters for which Guaranty has delivered a Title Objection; (ii) except if the Owned Real Property is Bank OREO, elect to secure new surveys at any time prior have the Owned Real Property appraised by an appraiser of its choice and, if the Owned Real Property’s appraised value is less than the Owned Real Property’s book value, elect to reduce the book value by an amount up to the expiration amount by which the book value exceeds the appraised value (but only to the extent that such amount is attributable to the Title Objection) (the amount of such reduction, the Due Diligence Period“Owned Real Property Write-Down”); or (iii) terminate this Agreement if such Owned Real Property is a Required Owned Real Property. (c) Seller If the Company does not receive an Election Notice within the Election Notice Period, Guaranty shall be deemed to have no obligation accepted the status of title to remove or cure title objectionsthe Owned Real Property as shown in the initial Title Commitments and all updates and supplements thereto as reflected in the applicable updated Title Commitments, except for subject to the Permitted Exceptions (1) liens each Title Commitment after expiration of an ascertainable amount created by Seller, which liens Seller the Election Notice Period shall cause be referred to be released at the as a “Closing or affirmatively insured over by the Title Company with Buyer’s approval, (2) any exceptions or encumbrances to title which are created by Seller after the date of this Agreement without Buyer’s consent, and (3) non-consensual liens which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company. In addition, Seller shall provide the Title Company with any affidavits, ALTA statements or personal undertakings (collectively, an “Owner’s AffidavitCommitment”), in form and substance reasonably acceptable thereby to the have waived any unremoved or uncured title matters for which Guaranty has delivered a Title Company, that will permit the Title Company to remove the standard “mechanics lien” and “GAP” exceptions and otherwise issue the Title Policy in the form required by BuyerObjection.

Title Insurance. The Sellers shall obtain good and valid, irrevocable ALTA title insurance commitments (a) Following completion of collectively, the 3rd party valuation of "Title Commitments"), in final form, from Chicago Title Insurance Company (the Property"Title Company"), Buyer and Seller shall cause irrevocably committing the Title Company to deliver to Buyer a commitment for the Title Policy described in subsection (b) below (the “Title Commitment”), together with legible copies of all of the underlying documentation described in such Title Commitment. Seller shall, include in the Property Information the most recent surveys of the properties that comprise the Property in Seller’s possession, custody or control (the “Surveys”). The cost to deliver the Title Commitment to the Buyer shall be split equally (50% / 50%) between Buyer and Seller. (a) At Closing, and as a condition thereof, Buyer shall receive an owner’s title insurance policy (the “Title Policy”) issued by Title Company, dated the day of Closing, with liability in the full amount of the Purchase Price, the form of which shall be an American Land Title Association Owner’s Policy, Standard Form B, 1992 (or other form preferred by Buyer or required or promulgated pursuant to applicable state insurance regulations), subject only to the satisfaction of any reasonable requirements contained in the Title Commitments) to issuing ALTA form title insurance policies (collectively, the "Title Policies") insuring, in the amounts that Buyer reasonably requests prior to Closing good, valid, marketable, indefeasible fee simple title to each parcel of the Owned Real Property, in Buyer, subject to no Liens or other rights of occupancy or use for all or any portion thereof, options, security interests, covenants, conditions, restrictions, rights of way, easements, encroachments or other matters affecting title or other exceptions to title other than: (i) ALTA standard printed exceptions (other than mechanic's and materialmen's liens and rights of possession except if same constitute Permitted Exceptions Closing Liens) and (defined below)ii) the Permitted Closing Liens. The Title Policy may contain any endorsements requested by Buyer. (b) Prior to the expiration Commitments shall be effective as of the Due Diligence Period, Buyer shall review title to the Property as disclosed by the Title Commitment and the Surveys, and satisfy itself as to the availability from the Title Company of the Title Policy and all requested endorsement to such Title Policy. Buyer shall have the right, at its own cost and expense, to obtain an update of the Surveys or to secure new surveys at any time prior to the expiration of the Due Diligence Period. (c) Seller shall have no obligation to remove or cure title objections, except for (1) liens of an ascertainable amount created by Seller, which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company with Buyer’s approval, (2) any exceptions or encumbrances to title which are created by Seller after a date occurring not earlier than the date of this Agreement without Buyer’s consent, and (3) non-consensual liens which liens Seller the effective date thereof shall cause be brought down to be released at the Closing or affirmatively insured over Date. The Title Policies shall include such standard endorsements thereto as may reasonably be requested by the Title Company. In additionBuyer, Seller shall provide the Title Company with any affidavitsincluding, ALTA statements or personal undertakings (collectivelywithout limitation, an “Owner’s Affidavit”)access and zoning endorsements, in form and substance reasonably acceptable to Buyer. On or prior to the Closing Date, the Sellers shall execute and deliver, or cause to be executed and delivered, to the Title Company, that will permit Company any reasonable title affidavits reasonably requested by the Title Company to remove in connection with the standard “mechanics lien” and “GAP” exceptions and otherwise issue issuance of the Title Policy in Commitments or the form required by BuyerTitle Policies. The Sellers shall pay all premiums and other charges for such Title Policies and Title Commitments, including the cost of any endorsements thereto.

Title Insurance. (a) Following completion Prior to the execution of this Agreement, Seller has furnished Buyer with a pro forma standard owner’s policy of title insurance covering the Real Property issued by the Closing Agent, on which the name of the 3rd party valuation proposed insured and amount of the Property, Buyer insurance are incomplete and Seller shall cause Title Company are to deliver to Buyer a commitment for the Title Policy described in subsection (b) below be determined (the “Preliminary Title Commitment”). Within a reasonable time after the Effective Date, together with legible copies Seller shall provide an updated commitment for an ALTA standard owner’s policy of title insurance covering the Real Property issued by the Closing Agent naming the Buyer as the proposed insured and providing that the amount of title insurance shall be equal to the Purchase Price (the “Final Title Commitment”). All exceptions contained in the Preliminary Title Commitment shall be permitted exceptions to title to the Property, and may not be objected to by Buyer (the “Permitted Exceptions”). If any title exceptions are contained in the Final Title Commitment which were not contained in the Preliminary Title Commitment, other than the easement referred to in paragraph 27 below which is also one of the Permitted Exceptions, Buyer may object to such new exceptions only if the new exceptions were made by Seller and render title to the Property unmerchantable, in which case Buyer may give written notice to Seller of its objection to such title exceptions within five (5) calendar days after delivery of the Final Title Commitment to Buyer (“Title Objections”). Within five (5) Business Days after Seller’s receipt of Buyer’s Title Objections (the “Election Period”), Seller shall provide written notice to Buyer (“Seller’s Notice”) as to whether or not Seller will cure or attempt to cure any or all of the underlying documentation described Title Objections and, if applicable, the nature of each curative action that Seller is willing to undertake with respect to any Title Objection (individually and collectively, “Curative Action”). Except as expressly set forth in such any Seller’s Notice, Seller shall be deemed to have elected not to undertake any Curative Action with respect to any Title CommitmentObjections. If (1) the Curative Action set forth by Seller shallin any Seller’s Notice consists of anything less than the complete and unconditional cure of all Title Objections timely raised by Buyer, include in or (2) Seller does not reply to the Property Information Title Objections prior to the most recent surveys expiration of the properties Election Period, then Buyer may terminate this Agreement by giving written notice to Seller within two (2) Business Days after receipt of Seller’s Notice or the expiration of the Election Period without a reply from Seller, as the case may be, in which event the ▇▇▇▇▇▇▇ Money shall be immediately refunded to Buyer, and this Agreement shall have no further force or effect; provided, however, that comprise if Buyer does not give written notice of termination within the Property time specified, Buyer shall be deemed to have waived all the Title Objections except to the extent Seller has agreed to take any Curative Action as set forth in Seller’s possessionNotice, custody or control and such Title Objections shall be Permitted Exceptions except to the extent Seller has agreed to undertake Curative Action with respect thereto. If Seller agrees to take any Curative Action in a Seller’s Notice, then (A) Seller shall use commercially reasonable efforts to complete the Curative Action set forth therein not later than three (3) Business Days prior to the Closing Date (the “SurveysCurative Action Deadline”). The cost to deliver the Title Commitment to the Buyer , and (B) it shall be split equally a condition to Buyer’s obligation to purchase the Property hereunder, but not a covenant of Seller, that all Curative Action shall actually be performed on or before the Curative Action Deadline. If, by the Curative Action Deadline, Seller has been unable to complete all Curative Action set forth in Seller’s Notice, then this Agreement may be terminated at the option of Buyer, by written notice to Seller delivered within two (50% / 50%2) between Buyer and Seller. Business Days after the Curative Action Deadline, in which event: (a) the ▇▇▇▇▇▇▇ Money shall be immediately refunded to Buyer; and (b) this Agreement shall have no further force or effect. At Closing, and as Seller shall request that the Closing Agent issue to Buyer within a condition thereofreasonable time after the Closing Date, Buyer shall receive an at Seller’s expense, a standard ALTA owner’s policy of title insurance policy (covering the “Title Policy”) issued by Title Company, dated the day of Closing, with liability Real Property in the full amount of the Purchase Price, the form of which shall be an American Land Title Association Owner’s Policy, Standard Form B, 1992 (or other form preferred by Buyer or required or promulgated pursuant to applicable state insurance regulations), subject only to the Permitted Exceptions (defined below)and any other title exceptions accepted by Buyer. The Title Policy may contain Buyer may, at Buyer’s expense, obtain enhanced tile policy coverage, including the issuance of any endorsements requested by available to Buyer. (b) Prior to the expiration of the Due Diligence Period, Buyer shall review title to the Property as disclosed by the Title Commitment and the Surveysprovided however, and satisfy itself as to the availability from the Title Company of the Title Policy and all requested endorsement to such Title Policy. that Buyer shall have the right, at its own cost and expense, no right to obtain an update of the Surveys or to secure new surveys at any time prior to the expiration of the Due Diligence Period. (c) Seller shall have no obligation to remove or cure title objections, except for (1) liens of an ascertainable amount created by Seller, which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company with Buyer’s approval, (2) any exceptions or encumbrances to title which are created by Seller after the date of terminate this Agreement without Buyer’s consent, and (3) non-consensual liens which liens Seller shall cause if enhanced tilte policy coverage or particular endorsements cannot be issued to be released at the Closing or affirmatively insured over by the Title Company. In addition, Seller shall provide the Title Company with any affidavits, ALTA statements or personal undertakings (collectively, an “Owner’s Affidavit”), in form and substance reasonably acceptable to the Title Company, that will permit the Title Company to remove the standard “mechanics lien” and “GAP” exceptions and otherwise issue the Title Policy in the form required by Buyer.

Title Insurance. (a) Following completion of the 3rd party valuation of the PropertyAt Closing, Buyer and Seller shall cause arrange for the Title Company to deliver issue to Buyer a commitment for the Title Policy described in subsection (b) below (the “Title Commitment”), together with legible copies of all of the underlying documentation described in such Title Commitment. Seller shall, include in the Property Information the most recent surveys of the properties that comprise the Property in Selleror be irrevocably committed to issue to Buyer an extended coverage ALTA owner’s possession, custody or control (the “Surveys”). The cost form title policy pursuant to deliver the Title Commitment to the Buyer shall be split equally (50% / 50%) between Buyer and Seller. (a) At Closing, and as a condition thereof, Buyer shall receive an owner’s title insurance policy (the “Title Policy”) issued by Title Company), dated the day of Closing, with liability in the full amount of the Purchase Price, insuring that good leasehold title to the form of which shall be an American Land Title Association Owner’s Policy, Standard Form B, 1992 (or other form preferred by Real Property under the Ground Lease is vested in Buyer or required or promulgated pursuant to applicable state insurance regulations), subject only to the Permitted Exceptions (defined below)Exceptions. The Buyer shall cause the Title Company to allow National Land Tenure Company to place co-insurance for the Title Policy of at least 25% of the amount thereof with Commonwealth Land Title or any other national title insurer of National Land Tenure Company’s choosing. Buyer shall be entitled to request that the Title Company provide such endorsements (or amendments) to the Title Policy as Buyer may contain any reasonably require, provided that (a) such endorsements requested by Buyer. (or amendments) shall be at no cost to, and shall impose no additional liability on, Seller, (b) Prior Buyer’s obligations under this Agreement shall not be conditioned upon Buyer’s ability to the expiration of the Due Diligence Periodobtain such endorsements and, if Buyer is unable to obtain such endorsements, Buyer shall review title nevertheless be obligated to proceed to close the transaction contemplated by this Agreement without reduction of or set off against the Purchase Price, and (c) the Closing shall not be delayed as a result of Buyer’s request. Notwithstanding anything to the Property as disclosed by the Title Commitment and the Surveyscontrary, and satisfy itself as at Closing, Seller agrees to the availability from deliver to the Title Company such documents (which documents may consist of, in lieu of providing copies of any organizational documents of any member of Seller, an officer’s certificate of the Title Policy and all requested endorsement to such Title Policy. Buyer shall have the right, at its own cost and expense, to obtain an update of the Surveys or to secure new surveys at any time prior to the expiration of the Due Diligence Period. (c) Seller shall have no obligation to remove or cure title objections, except for (1) liens of an ascertainable amount created prepared by Seller, which liens Seller shall cause to be released at the Closing or affirmatively insured over ’s counsel) as are reasonably required by the Title Company with Buyerto evidence Seller’s approval, (2) any exceptions or encumbrances authority to consummate the transaction contemplated hereby and an owner’s title which are created by Seller after the date of this Agreement without Buyer’s consent, and (3) non-consensual liens which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company. In addition, Seller shall provide the Title Company with any affidavits, ALTA statements or personal undertakings (collectively, an “Owner’s Affidavit”), in form and substance reasonably acceptable to the Title Company, that will permit the Title Company to remove the standard “mechanics lien” and “GAP” exceptions and otherwise issue the Title Policy affidavit in the form required by Buyerattached hereto as Exhibit “V”.

Title Insurance. (a) Following completion the execution and delivery of the 3rd party valuation of the Propertythis Agreement, Buyer and at Seller’s expense, Seller shall cause Title Company to deliver to Buyer a commitment for the Title Policy described in subsection (b) below (the “Title Commitment”), together with legible copies of all of the underlying documentation described in such Title Commitment. Seller shall, include in within seven business days after the Property Information execution of this Agreement, deliver to Buyer the most recent surveys of the properties that comprise the Property in Seller’s possession, custody or control possession (the “Surveys”). The cost to deliver the Title Commitment to the Buyer shall be split equally (50% / 50%) between Buyer and Seller. (ab) At Closing, and as a condition thereof, Buyer shall receive an owner’s title insurance policy (the “Title Policy”) at Buyer’s expense issued by Title Company, dated the day of Closing, with liability in the full amount of the Purchase Price, the form of which shall be an American Land Title Association Owner’s Policy, Standard Form B, 1992 (or other form preferred by Buyer or required or promulgated pursuant to applicable state insurance regulations), subject only to the Permitted Exceptions (defined below). The Title Policy may contain any endorsements requested by Buyer. (bc) Prior to the expiration of the Due Diligence Period, Buyer shall review title to the Property as disclosed by the Title Commitment and the Surveys, and satisfy itself as to the availability from the Title Company of the Title Policy and all requested endorsement to such Title Policy. Buyer shall have the right, at its own cost and expense, right to obtain an update of the Surveys or to secure new surveys at any time prior to the expiration of the Due Diligence Period. (cd) Seller shall have no obligation to remove or cure title objections, except for (1) liens of an ascertainable amount created by Seller, which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company with Buyer’s approval, (2) any exceptions or encumbrances to title which are created by Seller after the date of this Agreement without Buyer’s consent, and (3) non-consensual liens which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company. In addition, Seller shall provide the Title Company with any affidavits, ALTA statements or personal undertakings (collectively, an “Owner’s Affidavit”), in form and substance reasonably acceptable to the Title Company, that will permit the Title Company to remove the standard “mechanics lien” and “GAP” exceptions and otherwise issue the Title Policy in the form required by Buyer.

Title Insurance. (a) Following completion of the 3rd party valuation of the Property, Buyer and Seller shall cause Title Company to deliver to Buyer a commitment for the Title Policy described in subsection (b) below (the “Title Commitment”), together with legible copies of all of the underlying documentation described in such Title Commitment. Seller shall, include in the Property Information the most recent surveys of the properties that comprise the Property in Seller’s possession, custody or control (the “Surveys”). The cost to deliver the Title Commitment to the Buyer shall be split equally (50% / 50%) between Buyer and Seller. (a) At Closing, and as a condition thereof, Buyer shall receive an ownerAn ALTA extended coverage lender’s title insurance policy (the “Title Policy”) policy, issued by Title Company, dated the day of Closing, with liability in the full amount of the Purchase Price, the form of which shall be an American Land Title Association Owner’s Policy, Standard Form B, 1992 (or other form preferred by Buyer or required or promulgated pursuant to applicable state insurance regulations), subject only to the Permitted Exceptions (defined below). The Title Policy may contain any endorsements requested by Buyer. (b) Prior to the expiration of the Due Diligence Period, Buyer shall review title to the Property as disclosed by the Title Commitment and the Surveys, and satisfy itself as to the availability from the Title Company of the Title Policy and all requested endorsement to such Title Policy. Buyer shall have the right, at its own cost and expense, to obtain an update of the Surveys or to secure new surveys at any time prior to the expiration of the Due Diligence Period. (c) Seller shall have no obligation to remove or cure title objections, except for (1) liens of an ascertainable amount created by Seller, which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company with Buyer’s approval(which shall be approved by Administrative Agent) in the maximum amount of the Loan plus any other amount secured by the Mortgage, on a coinsurance and/or reinsurance basis if and as required by Administrative Agent: (2a) any insuring that the Mortgage constitutes a valid lien covering the Land and all Improvements thereon, having the priority required by Administrative Agent and subject only to those exceptions and encumbrances (regardless of rank or encumbrances priority) Administrative Agent approves, in a form acceptable to title which are created by Seller after the date of this Agreement without Buyer’s consentAdministrative Agent, and with all “standard” exceptions which can be deleted, including the exception for matters which a current survey would show, deleted to the fullest extent authorized under applicable title insurance rules, and Borrower shall satisfy all requirements therefor permitted; (3b) non-consensual containing no exception for standby fees or real estate taxes or assessments other than those for the year in which the closing occurs to the extent the same are not then due and payable and endorsed “not yet due and payable” and no exception for subsequent assessments for prior years; (c) providing full coverage against mechanics’, materialmen’s and other similar liens which liens Seller to the extent authorized under applicable title insurance rules, and Borrower shall cause to be released at the Closing or affirmatively insured over by satisfy all requirements therefor; (d) insuring that no restrictive covenants shown in the Title CompanyInsurance have been violated, and that no violation of the restrictions will result in a reversion or forfeiture of title; (e) insuring all appurtenant easements; insuring that indefeasible or marketable (as coverage is available) fee simple title to the Land and fee simple title to the Improvements is vested in Borrower; (f) containing such affirmative coverage and endorsements (including the standard California endorsements) as Administrative Agent may require and are available under applicable title insurance rules, and Borrower shall satisfy all requirements therefor; (g) insuring any easements, leasehold estates or other matters appurtenant to or benefiting the Land and/or the Improvements as part of the insured estate; (h) insuring the right of access to the Land to the extent authorized under applicable title insurance rules, and Borrower shall satisfy all requirements therefor; and (i) containing provisions acceptable to Administrative Agent regarding advances and/or readvances of Loan funds after closing. In additionBorrower and Borrower’s counsel shall not have any interest, Seller shall provide direct or indirect, in the Title Company with (or its agent) or any affidavits, ALTA statements or personal undertakings (collectively, an “Owner’s Affidavit”), in form and substance reasonably acceptable to portion of the premium paid for the Title Company, that will permit the Title Company to remove the standard “mechanics lien” and “GAP” exceptions and otherwise issue the Title Policy in the form required by BuyerInsurance.

Title Insurance. (a) Following completion Within 60 days after the date of the 3rd party valuation of the PropertyTHIS AGREEMENT, Buyer and Seller PURCHASER shall cause Title Company to deliver to Buyer SELLER a commitment for a title insurance policy for the Title Policy described in subsection (b) below (the “Title Commitment”), together with legible copies of all of the underlying documentation described in such Title Commitment. Seller shall, include in the Property Information the most recent surveys of the properties that comprise the Property in Seller’s possession, custody or control (the “Surveys”). The cost to deliver the Title Commitment to the Buyer shall be split equally (50% / 50%) between Buyer and SellerPROPERTY. (a) At Closing, and as a condition thereof, Buyer Such commitment shall receive an owner’s title insurance policy (the “Title Policy”) be issued by Title Company, dated the day of Closing, with liability an authorized company in the full amount of the Purchase Price, purchase price and shall show marketable fee simple title to the form of which shall PROPERTY to be an American Land Title Association Owner’s Policy, Standard Form B, 1992 (or other form preferred by Buyer or required or promulgated pursuant to applicable state insurance regulations)vested in SELLER, subject only to the Permitted Exceptions (defined below)PERMITTED EXCEPTIONS aforesaid and liens and encumbrances of an ascertainable amount which may be removed by the payment of money at the time of closing and which SELLER may so remove at that time by using a portion of the purchase price to be paid at closing, including deposit of same for SELLER’S account with the title insurer pursuant to a "title indemnity" or similar escrow arrangement pending removal or release of such liens or encumbrances. The Title Policy may contain any endorsements requested aforesaid policy or commitment shall be conclusive evidence of good title as therein shown as to all matters insured or to be insured by Buyerthe policy. (b) Prior If the aforesaid commitment discloses any exceptions to title other than the expiration PERMITTED EXCEPTIONS (hereinafter referred to as the “NONPERMITTED EXCEPTIONS”), SELLER shall have 30 days from the date of delivery of the Due Diligence Period, Buyer shall review title commitment to SELLER to have the Property as disclosed by the Title Commitment and the Surveys, and satisfy itself as to the availability NONPERMITTED EXCEPTIONS removed from the Title Company of the Title Policy and all requested endorsement to such Title Policy. Buyer shall have the rightpolicy or commitment, or, at its own cost and SELLER’S expense, to obtain an update have the title insurer commit to insure against loss or damage that may be occasioned by such NONPERMITTED EXCEPTIONS, and in such event, the time of closing shall be the Surveys day following the date of such removal of exceptions or commitment to secure new surveys at any time prior to insure, or the expiration of the Due Diligence Perioddate for closing as provided herein, whichever comes later. (c) Seller If SELLER fails to have the NONPERMITTED EXCEPTIONS removed, or in the alternative, to obtain the commitment for title insurance specified above as to such NONPERMITTED EXCEPTIONS within the specified time, PURCHASER may, at PURCHASER’S election, terminate THIS AGREEMENT as to all of the PROPERTY or take title as then is, in either case by giving SELLER written notice of PURCHASER’S election and, in the latter case, by tendering performance on PURCHASER’S part. If PURCHASER fails to give notice of such election within ten days after the expiration of the aforesaid 30 days, then PURCHASER shall be deemed to have elected to take title as it then is, and this transaction shall close in accordance with the preceding provisions hereof. If PURCHASER shall give notice of PURCHASER'S election to terminate THIS AGREEMENT, as aforesaid, within the time provided, then THIS AGREEMENT shall thereupon, without further action by any party, become null and void and neither party shall have no any obligation to remove or cure title objections, except for (1) liens of an ascertainable amount created by Seller, which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company with Buyer’s approval, (2) any exceptions or encumbrances to title which are created by Seller after the date of this Agreement without Buyer’s consent, and (3) non-consensual liens which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company. In addition, Seller shall provide the Title Company with any affidavits, ALTA statements or personal undertakings (collectively, an “Owner’s Affidavit”), in form and substance reasonably acceptable to the Title Company, that will permit the Title Company to remove the standard “mechanics lien” and “GAP” exceptions and otherwise issue the Title Policy in the form required by Buyerhereunder.

Title Insurance. Lender shall have received (ai) Following completion any "tie-in" or similar endorsement to each such Title Insurance Policy available with respect to any Title Insurance Policy insuring the Lien of any Mortgage encumbering an Additional Property delivered to Lender in connection with such Subsequent Advance and (ii) a Title Insurance Policy (or a marked, signed and redated commitment to issue such Title Insurance Policy) insuring the Lien of any Mortgage encumbering an Additional Property delivered to Lender in connection with such Subsequent Advance, issued by a title company acceptable to Lender and dated as of the 3rd party valuation Subsequent Advance Closing Date, with reinsurance and direct access agreements acceptable to Lender, which reinsurance agreements shall not include any exception for creditors' rights if such exception may be omitted by the issuer of the Property, Buyer and Seller such reinsurance agreements. Such Title Insurance Policies shall cause Title Company to deliver to Buyer a commitment for the Title Policy described (1) provide coverage in subsection (b) below (the “Title Commitment”), together with legible copies of all of the underlying documentation described in such Title Commitment. Seller shall, include in the Property Information the most recent surveys of the properties that comprise the Property in Seller’s possession, custody or control (the “Surveys”). The cost to deliver the Title Commitment an amount equal to the Buyer shall be split equally (50% / 50%) between Buyer and Seller. (a) At Closing, and as a condition thereof, Buyer shall receive an owner’s title insurance policy (the “Title Policy”) issued by Title Company, dated the day of Closing, with liability in the full amount of the Purchase Price, the form of which shall be an American Land Title Association Owner’s Policy, Standard Form B, 1992 (or other form preferred by Buyer or required or promulgated pursuant to applicable state insurance regulations), subject only to the Permitted Exceptions (defined below). The Title Policy may contain any endorsements requested by Buyer. (b) Prior to the expiration Release Amount of the Due Diligence Periodrelated Additional Property if the tie-in or similar endorsement described above is available, Buyer shall review title or, if such endorsement is not available, in an amount equal to the Property as disclosed by the Title Commitment and the Surveys, and satisfy itself as to the availability from the Title Company one hundred twenty-five percent (125%) of the Title Policy and all requested endorsement to such Title Policy. Buyer shall have the right, at its own cost and expense, to obtain an update Release Amount of the Surveys or to secure new surveys at any time prior to the expiration of the Due Diligence Period. (c) Seller shall have no obligation to remove or cure title objections, except for (1) liens of an ascertainable amount created by Seller, which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company with Buyer’s approvalrelated Additional Property, (2) insure Lender that the relevant Mortgage creates a valid lien on such Additional Property encumbered thereby of the requisite priority, free and clear of all exceptions from coverage other than Permitted Encumbrances and standard exceptions and exclusions from coverage (as modified by the terms of any exceptions or encumbrances to title which are created by Seller after the date of this Agreement without Buyer’s consentendorsements), (3) contain such endorsements and affirmative coverages as Lender may reasonably request, and (34) non-consensual liens which liens Seller name Lender as the insured. Such Title Insurance Policies shall cause to be released at assignable. Lender also shall have received evidence that all premiums in respect of such endorsements, modifications and Title Insurance Policies have been paid or will be paid from the Closing or affirmatively insured over by proceeds of such Subsequent Advance simultaneously with the Title Company. In addition, Seller shall provide the Title Company with any affidavits, ALTA statements or personal undertakings (collectively, an “Owner’s Affidavit”), in form and substance reasonably acceptable to the Title Company, that will permit the Title Company to remove the standard “mechanics lien” and “GAP” exceptions and otherwise issue the Title Policy in the form required by Buyerclosing of such Subsequent Advance.

Title Insurance. Seller shall, within fifteen (a15) Following completion of days after the 3rd party valuation of the PropertyEffective Date, Buyer and Seller shall cause Title Company to deliver to Buyer Purchaser a current commitment for the an ALTA Form 2006 Owner’s Title Insurance Policy described in subsection (b) below (the “Title Commitment”), together with legible copies of all of the underlying documentation described in such Title Commitment. Seller shall, include in the Property Information the most recent surveys of the properties that comprise the Property in Seller’s possession, custody or control (the “Surveys”). The cost to deliver the Title Commitment to the Buyer shall be split equally (50% / 50%) between Buyer and Seller. (a) At Closing, and as a condition thereof, Buyer shall receive an owner’s title insurance policy (the “Title Policy”) issued by Title Company, dated the day of Closing, with liability in the full amount of the Purchase Price, issued by Chicago Title Insurance Company (national office located at ▇▇▇ ▇. ▇▇▇▇▇ Street, Chicago, Illinois) (“Title Insurer”). For purposes hereof, the form of which shall be an American Land Title Association term “Owner’s Policy” shall mean a basic form of ALTA 2006 Owner’s Title Insurance Policy insuring fee simple title to the Real Property and Improvements issued by the Title Insurer pursuant to the Title Commitment, Standard Form Bincluding all standard and general exceptions and exclusions raised in such form of owner’s policy. At Closing, 1992 subject to the provisions of Section 14.21 below, Seller shall, at its sole cost and expense, cause the Title Insurer to issue the Owner’s Policy (or other form preferred by Buyer or required or promulgated “marked-up” title commitment unconditionally committing the Title Insurer to issue such Owner’s Policy) to Purchaser, pursuant to applicable state insurance regulations)and in accordance with the Title Commitment, insuring fee simple title to the Real Property and the Improvements thereon in Purchaser as of the Closing Date, subject only to the Permitted Exceptions (defined and those other exceptions as Purchaser may approve or be deemed to have approved pursuant to Section 3.3 below). The Purchaser may request that Title Policy may contain any endorsements requested by Buyer. (b) Prior to the expiration of the Due Diligence PeriodInsurer issue, Buyer shall review title to the Property as disclosed by the Title Commitment and the Surveys, and satisfy itself as to the availability from the Title Company of the Title Policy and all requested endorsement to such Title Policy. Buyer shall have the right, at its own cost and expense, to obtain an update of the Surveys or to secure new surveys at any time prior to the expiration of the Due Diligence Period. (c) but Seller shall have no obligation to remove pay for or cure title objectionsto cause Title Insurer to issue, except for (1) liens of an ascertainable amount created by Sellerany available endorsements to the Owner’s Policy. For purposes hereof, which liens Seller the term “Permitted Exceptions” shall cause to be released at the Closing or affirmatively insured over by the Title Company with Buyer’s approvalmean collectively, (2i) any the general exceptions or encumbrances to title (unless Purchaser obtains coverage over the general exceptions), (ii) those exceptions which are more fully described on attached Exhibit E and (iii) exceptions which become Permitted Exceptions pursuant to Section 3.3. Except as permitted under this Agreement, no additional encumbrances may be created on the Property by Seller after the date Effective Date without the prior consent of this Agreement without Buyer’s consentPurchaser, and (3) non-consensual liens which liens Seller shall cause to consent may not be released at the Closing unreasonably withheld, conditioned, or affirmatively insured over by the Title Company. In addition, Seller shall provide the Title Company with any affidavits, ALTA statements or personal undertakings (collectively, an “Owner’s Affidavit”), in form and substance reasonably acceptable to the Title Company, that will permit the Title Company to remove the standard “mechanics lien” and “GAP” exceptions and otherwise issue the Title Policy in the form required by Buyerdelayed.

Title Insurance. (a) Following completion As of the 3rd party valuation Close of the PropertyEscrow, Buyer and Seller shall cause First American Title Insurance Company to deliver to Buyer a commitment for the Title Policy described in subsection (b) below (the “Title CommitmentCompany”)) shall have issued or shall have unconditionally committed to issue an ALTA extended coverage owner’s policy of title insurance showing title to the Real Property vested in Buyer subject only to the Permitted Exceptions, together with legible copies of all a liability amount equal to the Purchase Price, which includes an endorsement providing affirmative mechanics’ and materialmen’s lien coverage against liens for services, labor or material arising out of the underlying documentation work described in such Title Commitment. Seller shallParagraph 5(a)(iii)(z) below, include in the Property Information the most recent surveys of the properties that comprise the Property in Seller’s possession, custody or control (the “Surveys”). The cost to deliver the Title Commitment to the Buyer which endorsement shall be split equally (50% / 50%) between in a form reasonably acceptable to Buyer and Seller. (a) At Closing, and as a condition thereof, Buyer shall receive an ownerBuyer’s title insurance policy lender (the “Title Policy”) issued by Title Company, dated the day of Closing, with liability in the full amount of the Purchase Price, the form of which shall be an American Land Title Association Owner’s Policy, Standard Form B, 1992 (or other form preferred by Buyer or required or promulgated pursuant to applicable state insurance regulations), subject only to the Permitted Exceptions (defined below). The Title Policy may contain any endorsements requested by Buyer. (b) Prior to the expiration of the Due Diligence Period, Buyer shall review title to the Property as disclosed by the Title Commitment and the Surveys, and satisfy itself as to the availability has obtained from the Title Company that certain preliminary title report with respect to the Property, dated as of March 31, 2016, and issued under order no. NCS-787084-2-SF (the “PTR”), containing such exceptions as the Title Company would specify in the Title Policy and copies of all requested endorsement documents of record identified as exceptions in such PTR. On or before the date that is five (5) days prior to such Title Policy. the Contingency Date (or within five (5) days after Buyer’s receipt of any supplemental preliminary title report that is delivered to Buyer later than the date that is five (5) days prior to the Contingency Date), Buyer shall have the rightright to give written notice to Seller disapproving any items identified as exceptions in such PTR (or supplemental preliminary title report), at and identifying the items and/or exceptions disapproved (a “Title Disapproval”). Notwithstanding anything contained herein to the contrary, Buyer shall have no right to deliver a Title Disapproval with respect to any exception contained in any such supplemental preliminary title report which (1) was also contained in the original PTR or (2) would constitute a Permitted Exception regardless of whether or not included in any such report. Any exceptions in the PTR or any supplemental preliminary title report not timely disapproved by Buyer with a Title Disapproval shall be deemed to have been approved by Buyer, other than those items Seller is obligated to remove in the last sentence of this Paragraph. Upon Buyer’s delivery of a Title Disapproval, Seller may elect, in its own cost and expensesole discretion, to obtain an update of the Surveys remove (or otherwise modify or cure in a manner reasonably satisfactory to secure new surveys Buyer) said disapproved item or items at any time or prior to the expiration Close of Escrow, by delivering written notice of such election to Buyer not later than three (3) days following the date Seller receives a Title Disapproval. If Seller does not notify Buyer in writing that Seller will eliminate (or otherwise cure to Buyer’s reasonable satisfaction) such disapproved exceptions or matters within such three (3) day period, Seller shall be deemed to have elected not to remove (or otherwise cure) such exception and Buyer shall have five (5) days following the date Seller received the Title Disapproval to terminate this Agreement in accordance with Paragraph 5(c). If Buyer fails to so terminate this Agreement, Buyer shall be deemed to have withdrawn its disapproval and approved such exception, other than those items Seller is obligated to remove in the last sentence of this Paragraph. The term “Permitted Exceptions” shall mean: the specific exceptions listed in the PTR and any supplemental preliminary title report approved or deemed approved by Buyer or which Seller has agreed to cure in a manner reasonably acceptable to Buyer; applicable zoning and building ordinances and land use regulations; such state of facts as would be disclosed by a survey or physical inspection of the Due Diligence Period. Property; the lien of taxes and assessments not yet delinquent; any standard form exclusions from coverage set forth in the jacket of the Title Policy; any exceptions caused by Buyer, its agents, representatives or employees; any liens arising from or related to Lease Inducement Costs for which Buyer is liable pursuant to Paragraph 9(f); and the rights of the tenants under the Leases, as tenants only. It shall not be a condition to the Close of Escrow if Buyer elects to obtain any endorsements (cother than the mechanic’s lien endorsement contemplated above), requests reinsurance or coinsurance, or otherwise elects to obtain any different or additional coverage in excess of that provided by the Title Policy, and in no event shall the Close of Escrow be delayed by reason of having to obtain a survey or to fulfill any other necessary title requirement, so long as the Title Company is in position to issue the Title Policy as of the Closing Date. Notwithstanding the foregoing provisions of this Paragraph 5(a)(iii) to the contrary, subject to the terms and conditions of this Agreement, (y) Seller shall have no obligation does agree to remove or cure deliver title objections, except for (1) to the Real Property at the Close of Escrow free and clear of liens of an ascertainable amount any deeds of trust and/or mortgages created by by, under or through Seller or any Affiliate of Seller, which liens Seller shall cause to be released at or prior to the Closing Close of Escrow (with Seller having the right to apply the Purchase Price or affirmatively insured over by the Title Company with Buyer’s approval, (2) any exceptions or encumbrances to title which are created by Seller after the date of this Agreement without Buyer’s consenta portion thereof for such purpose), and (3z) non-consensual liens which liens Seller shall agrees to use commercially reasonable efforts to remove or cause to be released at the Closing or affirmatively insured over by the Title Company, in a manner reasonably acceptable to Buyer, any mechanics’ or materialmen’s liens on or attaching to the Real Property relating to or arising out of any work of improvement contracted for by or on behalf of Seller or any Affiliate of Seller. In additionIf reasonably requested by the Title Company in connection with the issuance of affirmative mechanic’s and materialmen’s lien coverage to Buyer and/or Buyer’s lender, Seller shall provide the Title Company with any affidavits, ALTA statements or personal undertakings (collectively, an “Owner’s Affidavit”)a mechanics lien indemnity, in form and substance reasonably acceptable to the Title CompanyCompany and Seller, that will permit with respect to any work of improvement performed on or benefitting the Title Company to remove Real Property (and/or the standard “mechanics lien” and “GAP” exceptions and otherwise issue project of which the Title Policy in the form required Real Property is a part) which was contracted for by Buyeror on behalf of Seller or any Affiliate of Seller.

Title Insurance. (a) Following completion Buyer shall have received an ALTA Owner’s Title Policy with such extended coverages and endorsements in respect of the 3rd party valuation of the Owned Real Property, Buyer the Leased Real Property and Seller shall cause Title Company to deliver to Buyer a commitment for the Title Policy described Entitled Real Property set forth in subsection (b) below (the “Title Commitment”), together with legible copies Part A of all of the underlying documentation described in such Title Commitment. Seller shall, include in the Property Information the most recent surveys of the properties that comprise the Property in Seller’s possession, custody or control (the “Surveys”). The cost to deliver the Title Commitment to the Buyer shall be split equally (50% / 50%) between Buyer and Seller. (a) At Closing, and as a condition thereof, Buyer shall receive an owner’s title insurance policy (the “Title Policy”Schedule 3.3(o) issued by Title Company, dated the day a company of ClosingBuyer’s selection in standard form, with liability said endorsements in a form reasonably acceptable to Buyer, insuring Buyer’s interests in respect thereof for an insured amount as determined by Buyer, subject to no exceptions other than Permitted Liens, and providing non-imputation coverage (without any recourse to the full amount of the Purchase PriceSellers or their Affiliates), the form cost of which shall be an American Land Title Association Owner’s Policy, Standard Form B, 1992 (or other form preferred by Buyer or required or promulgated pursuant to applicable state insurance regulations), subject only to the Permitted Exceptions (defined below). The Title Policy may contain any endorsements requested borne by Buyer. (b) Prior to the expiration of the Due Diligence Period, Buyer shall review title to the Property as disclosed by the Title Commitment and the Surveys, and satisfy itself as to the availability from the Title Company of the Title Policy and all requested endorsement to such Title Policy. Buyer shall have also received, to the rightextent reasonably necessary in order for said ALTA Owner’s Title Policy and endorsements to be issued, at its own cost (i) from Sellers (w) a letter addressed to the title company in the form of TG Form B - construction, covenants and expensesubdivision matters (04-03, rev. 05-06), as modified by Sellers, such modification to be limited solely to factual matters, including qualifiers such as "to the best of our knowledge with no duty to investigate", (x) a letter addressed to the title company in the form of TG Form D.1 - tenant leases & parties in possession (06-02, rev. 05-06), as modified by Sellers, such modification to be limited solely to factual matters, including qualifiers such as "to the best of our knowledge with no duty to investigate", (y) an estoppel certificate from Sellers in favor of the title company with respect to the Amended and Restated Ground Lease described in the Preliminary Title Report, and (z) a letter from Sellers acknowledging the termination as of Closing of the Pasture License in favor of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and the fish farm easement affecting Lot 4-A, both as described in the Preliminary Title Report, and (ii) estoppel certificates from other contracting parties with respect to the Entitled Real Property identified on Part B of Schedule 3.3(o), in each case, duly executed by the Sellers or such other contracting parties, as applicable, in favor of the title company. Notwithstanding the letter from ▇▇▇▇▇ ▇▇▇▇▇ attached to the Preliminary Title Report or the forms of title endorsements shown on Schedule 3.3(o), except for the documents specified in Section 3.3(o)(i) above, Sellers have no further obligation to provide any other documents from Sellers or from other third parties to the title company, to third parties or to Buyer in order for Buyer to obtain an update of the Surveys or to secure new surveys at any time prior to the expiration of the Due Diligence PeriodALTA Owner's Title Policy. (c) Seller shall have no obligation to remove or cure title objections, except for (1) liens of an ascertainable amount created by Seller, which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company with Buyer’s approval, (2) any exceptions or encumbrances to title which are created by Seller after the date of this Agreement without Buyer’s consent, and (3) non-consensual liens which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company. In addition, Seller shall provide the Title Company with any affidavits, ALTA statements or personal undertakings (collectively, an “Owner’s Affidavit”), in form and substance reasonably acceptable to the Title Company, that will permit the Title Company to remove the standard “mechanics lien” and “GAP” exceptions and otherwise issue the Title Policy in the form required by Buyer.

Title Insurance. Within five (a5) Following completion of business days after the 3rd party valuation of the PropertyAgreement Date, Buyer and Seller Escrow Holder shall cause Title Company to deliver to Buyer Lessee a commitment for the preliminary title report (“Preliminary Title Policy described in subsection (bReport”) below (the “Title Commitment”), together with and legible copies of all underlying title documents referenced as exceptions to title therein. Within sixty (60) days following its receipt of the underlying documentation items described in such Title Commitment. Seller shallthe immediately preceding sentence, include Lessee shall have the right to notify Lessor in writing of any matters shown in the Property Information the most recent surveys of the properties that comprise the Property in Seller’s possessionPreliminary Title Report and, custody or control (the “Surveys”). The cost to deliver the Title Commitment to the Buyer shall be split equally (50% / 50%) between Buyer and Seller. (a) At Closingif applicable, and as a condition thereof, Buyer shall receive an owner’s title insurance policy (the “Title Policy”) issued by Title Company, dated the day of Closing, with liability in the full amount of the Purchase Price, the form of which shall be an American Land Title Association Owner’s Policy, Standard Form B, 1992 (encroachments or other form preferred by Buyer or required or promulgated pursuant to applicable state insurance regulations), subject only to items shown on the Permitted Exceptions Survey (defined below), of which Lessee disapproves (each a “Title Defect”). The Any Title Policy may contain any endorsements requested by Buyer. (b) Prior to the expiration of the Due Diligence Period, Buyer shall review title to the Property as Defect or other objection disclosed by the Preliminary Title Commitment and Report (other than liens removable by the Surveys, and satisfy itself as payment of money) or any ALTA survey procured by Lessee for the Premises (“Survey”) which is not timely specified by Lessee in any written notice of Title Defects delivered to the availability from the Title Company of the Title Policy and all requested endorsement to such Title Policy. Buyer shall have the right, at its own cost and expense, to obtain an update of the Surveys or to secure new surveys at any time Lessor prior to the expiration of the Due Diligence Period. Period shall be deemed approved by Lessee. Lessor shall notify Lessee in writing within five (c5) Seller business days of Lessee’s delivery of notice of Title Defects whether or not Lessor elects to cure any Title Defect or other objection. If Lessor elects to cure, Lessor shall use diligent efforts to cure the Title Defects and/or objections as soon as reasonably possible, but no later than the Outside Option Expiration Date. If Lessor elects not to cure or if such Title Defects and/or objections are not cured, Lessee shall have no obligation the right, in lieu of any other remedies, to: (i) elect not to remove exercise the Option, terminate this Agreement and receive a return of the Year 1 Option Payment (as defined in Section 5.1 below), together with all interest accrued thereon; or cure (ii) waive such Title Defects and/or objections and proceed to exercise the Option. Without limiting the foregoing, prior to the Outside Option Expiration Date, Lessor shall, at its sole cost and expense, cause to be removed from title objectionsto the Premises any deed of trust, lien, security interest or other monetary encumbrance, except for (1) any liens of an ascertainable amount created by Seller, which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company with Buyer’s approval, (2) any exceptions or encumbrances to title which are created by Seller after the date of this Agreement without Buyer’s consent, and (3) for non-consensual liens which liens Seller shall cause delinquent taxes or assessments, whether or not Lessee affirmatively disapproves of such items in any notice to be released at the Closing or affirmatively insured over by the Title Company. In addition, Seller shall provide the Title Company with any affidavits, ALTA statements or personal undertakings (collectively, an “Owner’s Affidavit”), in form and substance reasonably acceptable to the Title Company, that will permit the Title Company to remove the standard “mechanics lien” and “GAP” exceptions and otherwise issue the Title Policy in the form required by BuyerLessor.

Title Insurance. Lessor shall have received from the Title --------------- Insurance Company its ALTA 1992 extended coverage owner's policy of title insurance, acceptable in form and substance to Lessor and Agent and their respective counsel (athe "Lessor's Policy") Following completion (or a final hand-marked original thereof signed by the Title Insurance Company containing all of the 3rd party valuation of the Property, Buyer and Seller shall cause Title Company provisions to deliver to Buyer a commitment for be included in such policy by the Title Policy described Insurance Company, in subsection which case Lessor shall receive a clean, final original of such policy within thirty (b30) below (days), insuring that Lessor has good and marketable title to the “Title Commitment”)Site, subject to such exceptions to title as are reasonably acceptable to Agent, together with complete, legible copies of all encumbrances, maps and surveys of record. Said Lessor's Policy shall contain a special "alternative estates" endorsement (without priority) insuring the insured in the event of a future recharacterization of the underlying documentation described in such Title Commitment. Seller shall, include in the Property Information the most recent surveys of the properties that comprise the Property in Seller’s possession, custody or control (the “Surveys”). The cost to deliver the Title Commitment to the Buyer shall be split equally (50% / 50%) between Buyer and Seller. (a) At Closing, and transaction as a condition thereof, Buyer loan. Lessee shall receive an owner’s title insurance policy (the “Title Policy”) issued by Title Company, dated the day of Closing, with liability in the full amount of the Purchase Price, the form of which shall be an American Land Title Association Owner’s Policy, Standard Form B, 1992 (or other form preferred by Buyer or required or promulgated pursuant to applicable state insurance regulations), subject only to the Permitted Exceptions (defined below). The Title Policy may contain any endorsements requested by Buyer. (b) Prior to the expiration of the Due Diligence Period, Buyer shall review title to the Property as disclosed by the Title Commitment and the Surveys, and satisfy itself as to the availability have received from the Title Insurance Company its ALTA 1992 extended coverage leasehold policy of title insurance, insuring the creation of the Title Policy leasehold estate and all requested endorsement to such Title Policy. Buyer shall have Lessee as the rightinsured party thereunder, at its own cost and expense, to obtain an update of the Surveys or to secure new surveys at any time prior to the expiration of the Due Diligence Period. (c) Seller shall have no obligation to remove or cure title objections, except for (1) liens of an ascertainable amount created by Seller, which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company with Buyer’s approval, (2) any exceptions or encumbrances to title which are created by Seller after the date of this Agreement without Buyer’s consent, and (3) non-consensual liens which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company. In addition, Seller shall provide the Title Company with any affidavits, ALTA statements or personal undertakings (collectively, an “Owner’s Affidavit”), acceptable in form and substance to Lessee (the "Lessee's Policy") (or a final hand-marked original thereof signed by the Title Insurance Company containing all of the provisions to be included in such policy by the Title Insurance Company, in which case Lessee shall receive a clean, final original of such policy within (30) days), insuring that Lessee has good and marketable title to a leasehold estate in the Site, subject to exceptions to title as are reasonably acceptable to Lessee, together with complete, legible copies of all encumbrances, maps and surveys of record. Agent, for the benefit of itself and Lenders, shall have received from the Title CompanyInsurance Company its ALTA 1992 form of loan policy of title insurance (the "Loan Policy"; together with the Lessee's Policy and Lessor's Policy, that will permit the "Title Company Policies"), acceptable in form and substance to remove Agent and the standard “mechanics lien” counsel therefor, insuring Agent as the insured party thereunder and “GAP” as a valid first priority mortgage lien against the Site, subject to such exceptions to title as are acceptable to Agent and otherwise issue the counsel therefor, together with complete, legible copies of all encumbrances, maps and surveys of record. The Title Policy Policies shall be dated as of the Site Acquisition Date, shall be in an amount satisfactory to Agent, Lessor and Lessee, and, to the form required extent permitted under Applicable Laws and Regulations and to the extent applicable to each type of policy, shall (x) contain affirmative endorsements as to mechanics' liens, usury, doing business, zoning (with express parking coverage), easements and rights-of-way, comprehensive coverage, encroachments, rights of access, Subdivision Map Act, contiguity and survey matters, (y) delete the creditors' rights exclusion and the general exceptions to coverage, and (z) contain such other endorsements reasonably requested by BuyerLessor, Lessee or Agent, as applicable.

Title Insurance. (a) Following completion of the 3rd party valuation of the Property, Buyer and Seller Borrower shall cause Title Company to deliver to Buyer a commitment for the Title Policy described in subsection (b) below (the “Title Commitment”), together with legible copies of all of the underlying documentation described in such Title Commitment. Seller shall, include in the Property Information the most recent surveys of the properties that comprise the Property in Seller’s possession, custody or control (the “Surveys”). The cost to deliver the Title Commitment to the Buyer shall be split equally (50% / 50%) between Buyer and Seller. (a) At Closing, and as a condition thereof, Buyer shall receive an owner’s Agent standard ALTA mortgagee title insurance policy commitments (the “Title Policy”to be issued to and reviewed and approved by Agent) and policies issued by Title Companya title insurance company approved by Agent insuring Agent’s Lien position and all appurtenances thereto for all Collateral and Properties upon which a Mortgage is granted, dated the day of Closing, with liability in the full amount of the Purchase Price, the form of which shall be an American Land Title Association Owner’s Policy, Standard Form B, 1992 (or other form preferred by Buyer or required or promulgated pursuant to applicable state insurance regulations)be granted, by Borrower and Subsidiary Guarantors, subject only to the Permitted Exceptions (defined below)Liens. The Title Policy may contain any endorsements requested by Buyer. (b) Prior As Land and Properties are added to the expiration of the Due Diligence PeriodCollateral, Buyer shall review title additional policies or endorsements to the Property as disclosed by the Title Commitment and the Surveys, and satisfy itself as to the availability from the Title Company of the Title Policy and all requested endorsement to such Title Policy. Buyer policies shall have the right, at its own cost and expense, to obtain an update of the Surveys or to secure new surveys at any time prior to the expiration of the Due Diligence Period. (c) Seller shall have no obligation to remove or cure title objections, except for (1) liens of an ascertainable amount created by Seller, which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company with Buyer’s approval, (2) any exceptions or encumbrances to title which are created by Seller after the date of this Agreement without Buyer’s consent, and (3) non-consensual liens which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company. In addition, Seller shall provide the Title Company with any affidavits, ALTA statements or personal undertakings (collectively, an “Owner’s Affidavit”), issued in form and substance reasonably substance, acceptable to Agent insuring Agent’s Lien position and all appurtenances thereto with respect to such additional Land and Properties, subject only to Permitted Liens. The commitments shall commit to insure, and the Title Companypolicies (including endorsements) shall affirmatively insure, that will permit reasonable means of ingress and egress to and from the Title Company Collateral satisfactory to remove Agent, to the standard “mechanics lien” and “GAP” exceptions and otherwise issue the Title Policy extent available in the form required by Buyerapplicable state. The policies and all endorsements shall contain no matters objectionable to Agent, including, without limitation, exceptions with respect to mechanics’ and materialmens’ Liens, for Collateral where construction is not ongoing or where construction is completed but the statutory period applicable in such jurisdiction has not ended, and prior years’ taxes. The policies and subsequent endorsements adding additional Collateral to the policies shall contain such endorsements as Agent shall require, including, without limitation, to the extent available in the applicable state, the following endorsements: Environmental Protection Lien Endorsement (ALTA Form 8.1); Variable Rate Mortgage Endorsement (ALTA Form 6 or 6.1 as applicable or equivalent); Restrictions, Encroachments, Minerals Endorsement (“Comprehensive Endorsement”); Zoning Endorsement; Tie-In Spreader Endorsement (Florida properties only, if applicable); and Revolving Credit Endorsement. Agent must be provided with copies of all exceptions noted in the commitments and policies at the request of Agent. The policies and all endorsements shall be issued on or after the Fourth Amendment Effective Date in accordance with the commitments and the terms of this Agreement. For all for Collateral where construction is not ongoing or where construction is completed but the statutory period applicable in such jurisdiction has not ended at the time the applicable title insurance is issued, Borrower shall deliver to Agent at the time any Mortgage is filed with respect to such Collateral an affidavit acceptable to Agent of the amount of any Indebtedness or other amounts due for work in progress or work which has been completed but for which payment for such work has not been made. The parties hereto agree that such amount shall be deducted from the Borrowing Base.

Title Insurance. (a) Following completion of Purchaser acknowledges that it has previously received the 3rd party valuation of the Property, Buyer and Seller shall cause Title Company to deliver to Buyer a commitment for the Title Policy described in subsection (b) below title report set forth on Schedule E-1 (the “"Title Commitment”), together with legible copies of all of the underlying documentation described in such Title Commitment. Seller shall, include in the Property Information the most recent surveys of the properties that comprise the Property in Seller’s possession, custody or control (the “Surveys”Report"). The cost to deliver the Title Commitment to the Buyer shall be split equally (50% / 50%) between Buyer and Seller. (a) At Closing, and as a condition thereof, Buyer shall receive an owner’s title insurance policy (the “Title Policy”) issued by Title Company, dated the day of Closing, with liability in the full amount of the Purchase Price, the form of which shall be an American Land Title Association Owner’s Policy, Standard Form B, 1992 (or other form preferred by Buyer or required or promulgated pursuant to applicable state insurance regulations), subject only to the Permitted Exceptions (defined below). The Title Policy may contain any endorsements requested by Buyer. (b) Prior to the expiration of the Due Diligence Period, Buyer shall Based on Purchaser's review title to the Property as disclosed by the Title Commitment and the Surveys, and satisfy itself as to the availability from the Title Company of the Title Policy Report, as of the date hereof, and all requested endorsement to such their acceptance of same, there are no Title PolicyObjections (as hereinafter defined) set forth therein which do not constitute Permitted Encumbrances other than as set forth on Schedule E-2 attached hereto. Buyer Purchaser shall have the right, at its own cost and expense, to obtain order an update of the Surveys Title Report from First American Title Insurance Company (the "Title Company") and shall instruct the Title Company to furnish a copy of such updated Title Report (the "Commitment") to Seller's attorneys, Stroock & Stroock & Lava▇ ▇▇▇, 180 ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇tn: Pete▇ ▇. ▇▇▇▇▇▇, ▇▇q., simultaneously with its delivery of same to Purchaser or its attorneys. Notwithstanding anything to the contrary contained herein, if Seller is unable to eliminate any exceptions to title which are not Permitted Encumbrances or which the Title Company refuses to omit from the Commitment ("Title Objections") by the Closing Date, Seller may, in accordance with the provisions of Section 5 hereof, adjourn the Closing, from time to time, in order to attempt to eliminate such Title Objections. Seller shall not be required to bring any action or institute any proceeding, or to secure new surveys at otherwise incur any time prior costs or expenses in order to attempt to eliminate any Title Objections or to otherwise cause title to the expiration Property to be in accordance with the terms of this Agreement on the Closing Date, except as otherwise set forth in Subsection 4(c) hereof. If, pursuant to the terms of this Agreement, Seller does not elect or is unable to eliminate any such other Title Objections, then, subject to the provisions of Subsections 4(b) and 4(c) hereof, Purchaser may, by notice given to Seller by the date which is the earlier of the Due Diligence PeriodClosing Date or thirty (30) days after Seller shall have delivered a notice to Purchaser stating that it will not eliminate such other Title Objections, either (i) elect to accept the Property subject to such other Title Objections, without any abatement of the Purchase Price, or (ii) terminate this Agreement, in which event, Escrowee shall disburse the Deposit hereunder to Purchaser. Upon termination of this Agreement pursuant to the provisions to this Section 4(a) neither party hereto shall have any further obligations hereunder other than those arising under Section 10 and 23 hereunder. (b) If on the Closing Date there are any liens or encumbrances which Seller is obligated to satisfy under this Agreement or shall otherwise elect to satisfy, Seller may use any part of the Cash Balance portion of the Purchase Price to discharge the same, either by payment or by procuring a bond satisfactory to the Title Company. (c) If the Property is subject to a lien which was filed against the Property with the consent of Seller or arising out of an affirmative act of Seller (each a "Consensual Lien") and such Consensual Lien is in a liquidated amount that may be satisfied by the payment of money only, then Seller shall have no obligation (i) be obligated to remove discharge the same by payment or cure title objections, except for bonding and (1ii) liens of an ascertainable amount created by Seller, which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company with Buyer’s approval, (2) any exceptions or encumbrances to title which are created by Seller after the date of this Agreement without Buyer’s consent, and (3) non-consensual liens which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company. In addition, Seller shall provide the Title Company with any affidavits, ALTA statements or personal undertakings (collectively, an “Owner’s Affidavit”), in form and substance reasonably acceptable to the Title Company, that will permit the Title Company to remove omit the standard “mechanics lien” and “GAP” exceptions and otherwise issue same from the Title Policy Policy. (d) If the Title Report discloses judgments, bankruptcies or other returns against other persons having names the same as, or similar to, that of Seller, Seller shall, if requested, deliver to the Title Company affidavits showing that such judgments, bankruptcies or other returns are not against Seller in order to induce the form required by BuyerTitle Company to omit exceptions with respect to such judgments, bankruptcies or other returns or to insure over the same.

Title Insurance. (a) Following completion of the 3rd party valuation of the Property, Buyer and Seller shall cause Title Company to deliver to Buyer a commitment for the Title Policy described in subsection (b) below (the “Title Commitment”), together with legible copies of all of the underlying documentation described in such Title Commitment. Seller shall, include in the Property Information the most recent surveys of the properties that comprise the Property in Seller’s possession, custody or control (the “Surveys”). The cost to deliver the Title Commitment to the Buyer shall be split equally (50% / 50%) between Buyer and Seller. (a) At Closing, and as a condition thereof, Buyer shall receive an owner’s title insurance policy (the “Title Policy”) issued by Title Company, dated the day of Closing, with liability in the full amount of the Purchase Price, the form of which shall be an American Land Title Association Owner’s Policy, Standard Form B, 1992 (or other form preferred by Buyer or required or promulgated pursuant to applicable state insurance regulations), subject only to the Permitted Exceptions (defined below). The Title Policy may contain any endorsements requested by Buyer. (b) Prior to the expiration of the Due Diligence Period, Buyer shall review title to the Property as disclosed by the Title Commitment and the Surveys, and satisfy itself as to the availability from the Title Company of the Title Policy and all requested endorsement to such Title Policy. Buyer shall have the right, at its own cost and expense, to obtain an update of the Surveys or to secure new surveys at any time prior to the expiration of the Due Diligence Period. (c) Seller shall have under no obligation to remove or cure purchase the Premises from Seller unless Buyer shall be able to obtain at closing, at Buyer's cost, an owner's policy of title objectionsinsurance (the "Policy") from Commonwealth Land Title Insurance Company, except having an address at c/o Land America Financial Group, Inc., National Commercial Services, ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ (the "Title Company"), based upon a satisfactory commitment for title insurance for the Premises (1the "Commitment") liens of an ascertainable amount created by Seller, which liens Seller shall cause to be released at the Closing or affirmatively insured over furnished to Buyer by the Title Company with Buyer’s approval, (2) any exceptions or encumbrances to title which are created by Seller after the date following execution of this Agreement without by both parties. The Commitment and Policy shall identify the Premises and all easements appurtenant thereto by the legal description(s) set forth on the Survey (as defined in Paragraph 2 above) and contain endorsements (unless prohibited by law) stating (a) that all of the parcels comprising the Premises are contiguous (if the Premises is comprised of more than one parcel) and that the Premises is contiguous to any property containing easements appurtenant thereto, (b) the zoning classification of the Premises, (c) that the Premises abuts the public street(s) immediately adjacent thereto and has direct and valid full and unrestricted access thereto at the locations designated on the site plan provided by Buyer’s consent, and (3d) non-consensual liens which liens such other endorsements as Buyer may reasonably require (the "Endorsements"). Seller hereby agrees to provide to the Title Company any abstracts of title covering the Premises and/or any other form of title evidence it may have in its possession or control, including any attorney's title opinion or any owner's title insurance policy. Buyer's decision as to whether "satisfactory" title insurance can be obtained shall be final and shall not be subject to question by Seller. Seller shall cause cooperate fully with Buyer in helping Buyer to be released at the Closing or affirmatively insured over by the Title Company. In additioneliminate such exceptions from Buyer's Commitment as Buyer may desire eliminated, and further, Seller shall provide cooperate fully with Buyer in order for all requirements of closing outlined in Buyer's Commitment to be accomplished in all respects. The Commitment and Policy must only contain exceptions for liens, encumbrances, claims, easements or other matters that would not adversely affect Buyer's intended use and development of the Title Company with any affidavits, ALTA statements or personal undertakings (collectively, an “Owner’s Affidavit”), Premises as determined in form and substance reasonably acceptable to the Title Company, that will permit the Title Company to remove the standard “mechanics lien” and “GAP” Buyer's sole discretion. Those exceptions and otherwise issue encumbrances which have been approved or accepted by Buyer hereunder shall be the Title Policy in the form required by Buyer"Permitted Encumbrances".

Title Insurance. (a) Following completion of Promptly following the 3rd party valuation of the Property, Buyer and Seller shall cause Title Company to deliver to Buyer a commitment for the Title Policy described in subsection (b) below (the “Title Commitment”), together with legible copies of all of the underlying documentation described in such Title Commitment. Seller shall, include in the Property Information the most recent surveys of the properties that comprise the Property in Seller’s possession, custody or control (the “Surveys”). The cost to deliver the Title Commitment to the Buyer shall be split equally (50% / 50%) between Buyer and Seller. (a) At Closing, and as a condition thereofEffective Date, Buyer shall receive an owner’s title insurance policy (order a Title Commitment relating to the “Title Policy”) Hotel to be issued by the Title Company, dated the day of Closing, with liability in the full amount of the Purchase Price, the form of which shall be an American Land Title Association Owner’s Policy, Standard Form B, 1992 (or other form preferred by Buyer or required or promulgated pursuant to applicable state insurance regulations), subject only to the Permitted Exceptions (defined below). The Title Policy may contain any endorsements requested by Buyer. (b) Prior Within seven (7) Business Days of receipt of the Title Commitment, but no later than July 8, 2015, Buyer shall notify Seller in writing of any Title Objections. No later than July 13, 2015, Seller shall notify Buyer (i) that it will, prior to the expiration Closing Date, eliminate or remove, or cause the Title Company to delete, the Title Objections to which Buyer has objected or (ii) that it declines to eliminate or remove, or cause the Title Company to delete, specified or all Title Objections to which Buyer objected. If Seller elects not to remove, eliminate or cause to be deleted all Title Objections, or fails to timely provide such election, Buyer may Terminate this Agreement in its sole and absolute discretion and receive a return of the Deposit; provided, however, the failure of Buyer to Terminate this Agreement on or before the Due Diligence PeriodDeadline shall be deemed Buyer’s election not to Terminate this Agreement on account of such Title Objections that Seller has not agreed to eliminate or remove or cause the Title Company to delete and all such Title Objections shall be deemed Permitted Title Exceptions. If Seller agrees in writing to take the actions necessary to eliminate or remove, or cause the Title Company to delete any Title Objections, then such exceptions shall not be Permitted Title Exceptions and Seller shall cause such Title Objections to be removed, eliminated or deleted prior to or at Closing. If Buyer does not make a timely objection to an exception to title or if Buyer elects (or is deemed to have elected to) to accept any exceptions to which Buyer has previously objected, such exceptions shall be additional Permitted Title Exceptions. Notwithstanding the foregoing or anything herein to the contrary, it is expressly agreed by the parties that mortgages, deeds of trust, construction, mechanics’ or materialmen’s liens or other liens or charges evidencing monetary encumbrances (other than liens for non-delinquent general real estate taxes or assessments) or any encumbrances created by or through or consented to by Seller or its agents after the effective date of the Title Commitment shall not be Permitted Title Exceptions and that it shall be Seller’s responsibility and obligation to remove or cause the Title Company to omit such liens or encumbrances (the “Required Cure Items”) in order to remove the same from the Title Policy. If the Title Company does not agree to remove or omit any Required Cure Items in the Title Policy, but another nationally recognized title insurance company is willing to issue the Title Policy without such Required Cure Item, the Seller shall have the right to obtain, and Buyer shall review accept, a Title Policy from such other title insurance company which shall otherwise satisfy the requirements of this Section 7.2, in which case the term “Title Company” shall be deemed to refer to such other title insurance company for the Real Property insured by such Title Policy. Any incremental cost associated with obtaining such a Title Policy from such other title insurance company shall be borne and paid at Closing solely by Seller, notwithstanding the provisions of Section 6.2. (c) If any supplement or revision to the Property as disclosed by Title Commitment and/or Survey issued subsequent to the respective dates of the Title Commitment and the SurveysSurvey contains exceptions to title or defects not shown in the original Title Commitment or the original Survey, as applicable, or previous endorsements or supplements thereto, and satisfy itself as such additional Title Objections were not caused by Buyer or any person on behalf of Buyer, then Buyer shall be entitled to object to such exceptions by written notice of objection to Seller on or before the fifth (5th) Business Day after Buyer’s receipt of the supplement showing such exceptions. Seller shall have until five (5) Business Days from the receipt of Buyer’s notice of each such additional Title Objections that comply with the requirements of this Section 7.2(c) to remove or to remedy the conditions or defects resulting in such exceptions and to procure a supplement to the availability from Title Commitment or the Title Company of the Title Policy and all requested endorsement to Survey, as applicable, removing such Title PolicyObjection or to agree in writing to cure such Title Objection(s) prior to Closing. If, despite Seller’s obligation to remove same, Seller is unable to provide for the removal of one or more of such additional Title Objections, within such five (5) Business Day period, then, at Buyer’s option, this Agreement may be Terminated upon written notice given by Buyer to Seller on or before the second (2nd) Business Day after such five (5) Business Day period. Upon delivery of such termination notice, this Agreement shall automatically Terminate and the parties shall be released from all further obligations under this Agreement (except for those which expressly survive Termination of this Agreement), provided that the Deposit shall be disbursed by Escrow Agent to Buyer; provided, further, if Buyer Terminates this Agreement because Seller is unwilling or unable to cure any Required Cure Item or other defect Seller otherwise had previously agreed to cure or remove, the same shall be treated as a default by Seller and Buyer shall have the right, at its own cost and expense, right to obtain an update avail itself of the Surveys or to secure new surveys at any time prior to the expiration of the Due Diligence Period. (c) Seller shall have no obligation to remove or cure title objections, except for (1) liens of an ascertainable amount created by Seller, which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company with Buyer’s approval, (2) any exceptions or encumbrances to title which are created by Seller after the date of this Agreement without Buyer’s consentremedies provided in, and (3) non-consensual liens which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company. In additionsubject to, Seller shall provide the Title Company with any affidavits, ALTA statements or personal undertakings (collectively, an “Owner’s Affidavit”), in form and substance reasonably acceptable to the Title Company, that will permit the Title Company to remove the standard “mechanics lien” and “GAP” exceptions and otherwise issue the Title Policy in the form required by BuyerSection 11.

Title Insurance. Within fifteen (a15) Following completion of days after the 3rd party valuation of the PropertyEffective Date, Buyer and Seller shall cause Title Company to deliver to Buyer a commitment for the Title Policy described in subsection (b) below to insure title, (the “Title Commitment”), together with legible copies of all of the underlying documentation described in such Title Commitment. Seller shall, include ) issued by a title company authorized to issue title insurance in the Property Information the most recent surveys State of the properties that comprise the Property in Seller’s possession, custody or control Montana (the “SurveysTitle Company”). The cost ) selected by Seller and approved by Buyer, which approval shall not be unreasonably withheld, committing to deliver the Title Commitment to the Buyer shall be split equally (50% / 50%) between Buyer and Seller. (a) At Closing, and as issue a condition thereof, Buyer shall receive an owner’s title insurance policy (the “Title Policy”) issued by on the ALTA Owner’s Title CompanyPolicy form, dated the day of Closing, with liability insuring marketable fee simple title in the full real estate portion of the Property, in Buyer’s name, in the amount of the Purchase Price, Price as of the form date and time of which shall be an American Land Title Association Owner’s Policy, Standard Form B, 1992 (or other form preferred by Buyer or required or promulgated pursuant to applicable state insurance regulations)the recordation of the deed, subject only to the Permitted Exceptions (defined below)Exceptions, hereinafter defined, and committing to delete the standard exceptions. The Title Policy may contain any endorsements requested by Buyer. (b) Prior to Simultaneously with the expiration delivery of the Due Diligence PeriodTitle Commitment, the Title Company shall deliver to Buyer shall review complete and legible copies of all instruments referred to in the Title Commitment affecting title to the Property as disclosed Property. Seller shall pay the cost of the Title Commitment fee, if any, and the Title Policy insurance premium for the Owner’s policy including any premiums to delete the standard exceptions, (provided however, that Buyer shall pay for the cost of any additional endorsements required by Buyer or its lender). Buyer shall have ten (10) days after receipt of the Title Commitment and associated documents (the Surveys“Title Review Period”) in which to notify Seller in writing of any objections Buyer has to any matters shown or referred to in the Title Commitment, provided however, Buyer shall pay for any survey as required by its lender or the Title company in order to cause removal of the standard exception to title coverage commonly known as the “survey exception”. Any matters which are set forth in the Title Commitment and satisfy itself to which Buyer does not object within the Title Review Period, shall be deemed to be Permitted Exceptions as to the availability from status of Seller’s title (the “Permitted Exceptions”). With regard to items to which Buyer does object within the Title Company of the Title Policy and all requested endorsement to such Title Policy. Buyer shall have the right, at its own cost and expense, to obtain an update of the Surveys or to secure new surveys at any time prior to the expiration of the Due Diligence Review Period. (c) Seller shall have no obligation to remove or cure title objections, except for (1) liens of an ascertainable amount created by Seller, which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company with Buyer’s approval, (2) any exceptions or encumbrances to title which are created by Seller after the date of this Agreement without Buyer’s consent, and (3) non-consensual liens which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company. In addition, Seller shall provide diligently attempt to cure such objections and shall have until Closing to cure the objections and complete the Title Company with any affidavitsCommitment requirements. If Seller is unable to cure such objections using reasonable diligence, ALTA statements Buyer may waive its objections and close or personal undertakings (collectivelymay terminate the Contract. If Buyer so terminates this Contract, an “Owner’s Affidavit”), in form the ▇▇▇▇▇▇▇ Money shall be returned to Buyer and substance reasonably acceptable the parties would have no further obligation one to the Title Company, that will permit the other. The Title Company shall also serve as Escrow Agent, unless Buyer and Seller mutually agree to remove the standard “mechanics lien” and “GAP” exceptions and otherwise issue the Title Policy in the form required by Buyeruse a third party Escrow Agent.

Title Insurance. (a) Following completion of the 3rd party valuation of the Propertya. Purchaser shall order, Buyer and Seller shall cause Title Company to deliver to Buyer at Purchaser‘s expense, a commitment for the Title Policy described in subsection (b) below (the “Title Commitment”), together with legible copies of all of the underlying documentation described in such Title Commitment. Seller shall, include in the Property Information the most recent surveys of the properties that comprise the Property in Seller’s possession, custody or control (the “Surveys”). The cost to deliver the Title Commitment to the Buyer shall be split equally (50% / 50%) between Buyer and Seller. (a) At Closing, and as a condition thereof, Buyer shall receive an owner’s title insurance policy (the “Title Policy”) issued by Title Company, dated the day of Closing, with liability from Escrow Agent. All matters shown in the full amount of the Purchase Price, the form of which shall be an American Land Title Association Owner’s Policy, Standard Form B, 1992 (or other form preferred by Buyer or required or promulgated pursuant to applicable state insurance regulations), subject only to the Permitted Exceptions (defined below). The Title Policy may contain any endorsements requested by Buyer. (b) Prior to the expiration of the Due Diligence Period, Buyer shall review title to the Property as disclosed by the Title Commitment and all permitted exceptions as defined in the SurveysPlan and Declaration, and satisfy itself as amended, with respect to the availability from the Title Company of the Title Policy and all requested endorsement which Purchaser fails to such Title Policy. Buyer shall have the right, at its own cost and expense, to obtain an update of the Surveys or to secure new surveys at any time object prior to the expiration of the Due Diligence Period. Inspection Period shall be deemed “Permitted Exceptions“. However, Permitted Exceptions shall not include any mechanic‘s lien or any monetary lien, or any deeds of trust, mortgage, or other loan documents secured by the Property, (c) collectively, “Liens“). Seller shall be required to cure or remove all Liens (by payment, bond deposit or indemnity acceptable to Escrow Agent). Seller shall have no obligation to cure any Permitted Exception or any other title matter objected to by Purchaser in accordance with the terms of this Agreement provided Seller notifies Purchaser of any objections which Seller elects not to remove or cure title within five (5) business days following receipt of Purchaser‘s objections. In the event that Seller refuses to remove or cure any such objections, Purchaser shall have the right to terminate this Agreement upon written notice to Seller given within five (5) business days after receipt of Seller‘s notice, upon which termination the Down Payment shall be returned to Purchaser and neither party shall have any further obligation hereunder, except for as otherwise expressly set forth herein. The title insurance procured by Purchaser is to be effective as of the Closing Date, insuring (1) subject to the standard general exceptions typically set forth in such title insurance company‘s standard form of title policy), that the Condominium has been validly created and agreeing to insure Purchaser‘s good and insurable fee title in and to the Unit, free and clear of all liens and encumbrances, except the liens of the first mortgage, if any, applied for by Purchaser herein and except tor the Permitted Exceptions. The delivery of a title insurance binder, redated to the Closing Date, and the subsequent delivery of the title insurance policy to Purchaser as soon after the Closing as the same is issued by the title insurance company, shall be conclusive evidence of Seller‘s full compliance with its obligations to convey good and insurable title, subject to the terms and conditions in the Plan and this Agreement. b. The existence of unpaid taxes or liens of any kind at the time of Closing shall not constitute an ascertainable amount created by Sellerobjection to title, which liens provided Seller shall cause deposit a sufficient amount with Purchaser‘s title insurance company, so that it shall be willing to insure against collection of same from the property herein described. I he parties agree that the Seller may pay and discharge any liens and encumbrances upon the property, not provided for in this Agreement, out of the monies to be released paid by Purchaser at the Closing time of the Closing. c. If any matter not revealed in the Title Commitment is discovered by Purchaser or affirmatively insured over by the Escrow Agent and is added to the Title Company Commitment by the Escrow Agent at or prior to Closing, Purchaser shall have until the earlier of (i) ten (10) days after the Purchaser‘s receipt of the updated, revised Title Commitment showing the new title exception, together with Buyer’s approvala legible copy of any such new matter, or (2ii) any exceptions or encumbrances to title which are created by Seller after the date of Closing, to provide Seller with written notice of its objection to any such new title exception far. “Objection“), If Seller does not remove or cure such Objection prior to the date of Closing, Purchaser may terminate this Agreement without Buyer’s consentAgreement, and (3) non-consensual liens in which liens Seller case the E▇▇▇▇▇▇ Money shall cause be returned to be released at the Closing or affirmatively insured over by the Title Company. In additionPurchaser, Seller shall provide the Title Company with reimburse Purchaser for all out of pocket costs and expenses incurred hereunder and neither party shall have any affidavitsfurther obligation hereunder, ALTA statements or personal undertakings (collectively, an “Owner’s Affidavit”), in form and substance reasonably acceptable to the Title Company, that will permit the Title Company to remove the standard “mechanics lien” and “GAP” exceptions and except as otherwise issue the Title Policy in the form required by Buyerexpressly set forth herein.

Title Insurance. (1) A Preliminary Title Report shall be issued within five (5) Seller business days after the opening of Escrow; (2) Buyer has ten (10) business days after receipt of the Preliminary Title Report to notify Seller (with copy provided to Escrow Holder) in writing of any matters disclosed therein which are not acceptable to Buyer (Buyer’s failure to timely so notify seller being ▇▇▇▇▇’s acceptance of the defect); (3) Seller has ten (10) business days from receipt of such notice in which to cure any matters affecting title to the Real Property (“Title Defects”) to which Buyer has objected, provided however, Seller has no obligation to expend any funds to cure any Title Defects; and (4) If Seller fails or refuses to timely cure the Title Defects, ▇▇▇▇▇ has five (5) business days from the expiration of ten (10) business days after Seller received the notice described in Subsection 3.02(a)(3) to (a) Following completion of deposit sufficient funds with the 3rd party valuation of the Property, Buyer and Seller shall cause Title Company to deliver to Buyer a commitment for Escrow Holder that cures the Title Policy described in subsection Defect, and Escrow Holder shall apply such funds to cure such Title Defect at the Closing Date, or (b) below (terminate this Agreement without liability on the “part of either Party, provided however, Buyer is solely responsible for the payment of all escrow fees and costs, and for the Preliminary Title Commitment”)Report, together with legible copies as provided in Section 6.08, provided further however, Buyer’s failure to terminate this Agreement shall be deemed as ▇▇▇▇▇’s acceptance of all of the underlying documentation described in such Title Commitment. Seller shall, include in the Property Information the most recent surveys of the properties that comprise the Property in Seller’s possession, custody or control (the “Surveys”). The cost to deliver the Title Commitment to the Buyer shall be split equally (50% / 50%) between Buyer and SellerDefects. (ab) At Closingthe Closing Date, and as a condition thereofto Buyer's obligation to purchase the Real Property, Escrow Holder shall issue and deliver to Buyer, its standard coverage CLTA Owner's Policy of Title Insurance insuring title to the real Property in Buyer shall receive an owner’s title insurance policy in the condition set forth in the Preliminary Title Report (the “including Title Policy”Defects therein which Seller has not cured under Section 3.02(a)(3)) issued by Title Company, dated the day of Closing, and with liability in the full amount of the Purchase Price, Price (the form of which shall be an American Land Title Association Owner’s Policy, Standard Form B, 1992 (or other form preferred by Buyer or required or promulgated pursuant to applicable state insurance regulations), subject only to the Permitted Exceptions (defined below). The Title Policy may contain any endorsements requested by Buyer. (b) Prior to the expiration of the Due Diligence Period, Buyer shall review title to the Property as disclosed by the Title Commitment and the Surveys, and satisfy itself as to the availability from the Title Company of the Title Policy and all requested endorsement to such "Title Policy. Buyer shall have the right, at its own cost and expense, to obtain an update of the Surveys or to secure new surveys at any time prior to the expiration of the Due Diligence Period"). (c) Seller shall have no obligation to remove or cure title objections, except for (1) liens of an ascertainable amount created by Seller, which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company with Buyer’s approval, (2) any exceptions or encumbrances to title which are created by Seller after the date of this Agreement without Buyer’s consent, and (3) non-consensual liens which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company. In addition, Seller shall provide the Title Company with any affidavits, ALTA statements or personal undertakings (collectively, an “Owner’s Affidavit”), in form and substance reasonably acceptable to the Title Company, that will permit the Title Company to remove the standard “mechanics lien” and “GAP” exceptions and otherwise issue the Title Policy in the form required by Buyer.

Title Insurance. (a) Following completion of On the 3rd party valuation of the PropertyClosing Date, Buyer and Seller shall cause Title Company to deliver to furnish Buyer a commitment for the Title Policy described in subsection (b) below (the “Title Commitment”), together with legible copies of all of the underlying documentation described in such Title Commitment. Seller shall, include in the Property Information the most recent surveys of the properties that comprise the Property in Seller’s possession, custody or control (the “Surveys”). The cost to deliver the Title Commitment to the Buyer shall be split equally (50% / 50%) between Buyer and Seller. (a) At Closing, and as a condition thereof, Buyer shall receive an owner’s fee policy of title insurance policy (the “Title Policy”) issued by Lake County Title Company, dated (the day of Closing, with liability “Escrow Agent “) in the full amount of the Purchase Price, Price (with all standard printed exceptions removed) insuring a good and marketable fee simple absolute title to the form of which shall be an American Land Title Association Owner’s Policy, Standard Form B, 1992 (or other form preferred by Buyer or required or promulgated pursuant to applicable state insurance regulations)Property vested in Buyer, subject only to the Permitted Exceptions (defined belowas hereinafter defined). The Title Policy may contain any endorsements requested by Buyer. (b) Prior Promptly after the execution of this Agreement, Seller agrees to the expiration deliver to Buyer and counsel for Buyer a preliminary title commitment or “binder” in respect of the Due Diligence Period, Property. Buyer shall review within three (3) business days after the receipt of the title commitment, either (i) approve the form and substance thereof, or (ii) notify Seller in writing to remove or satisfy any exceptions or other matters shown thereon which are objectionable to Buyer (said exceptions or other matters, together herein called the Property as disclosed by “Title Defects”). In the event that Buyer fails to notify Seller in writing of any Title Defects within said three (3) business day period, all exceptions other matters set forth in the Title Commitment shall be deemed approved by Buyer. Any monetary liens or encumbrances need not be objected to by Buyer and the Surveys, and satisfy itself as to the availability from the Title Company of the Title Policy and all requested endorsement to such Title Policy. Buyer shall have the rightbe removed by Seller, at its own Seller’s sole cost and expense, to obtain an update of the Surveys or to secure new surveys at any time prior to or on the Closing Date. If within ten (10) business days after receipt of notice from Buyer to Seller to remove or satisfy any such Title Defects, all such Title Defects are not removed or satisfied to Buyer’s satisfaction, then at the expiration of the Due Diligence Period. said ten (c10) Seller shall have no obligation to remove or cure title objectionsbusiness day period, except for (1) liens of an ascertainable amount created by SellerBuyer may, which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company with Buyer’s approvaloption, (2i) accept such title as Seller is able to furnish, or (ii) grant Seller additional time in which to cure any exceptions Title Defects, or encumbrances to title which are created (iii) terminate this Agreement and receive all funds and documents previously paid or deposited by Seller after the date Buyer. Upon termination of this Agreement without Buyer’s consentpursuant to this Section, and (3) non-consensual liens which liens neither party hereto shall thereafter be under any further liability or obligation to the other party hereunder, except Seller shall cause to be released at the Closing or affirmatively insured over by pay all escrow charges herein. All exceptions appearing in the Title Company. In addition, Seller shall provide Commitment to which Buyer does not object or which are deemed waived and accepted by Buyer as set forth above in this Section 4 are herein referred to as the Title Company with any affidavits, ALTA statements or personal undertakings (collectively, an “Owner’s AffidavitPermitted Exceptions.”), in form and substance reasonably acceptable to the Title Company, that will permit the Title Company to remove the standard “mechanics lien” and “GAP” exceptions and otherwise issue the Title Policy in the form required by Buyer.

Title Insurance. (a) Following completion of the 3rd party valuation of the Property, Buyer and Seller shall cause First American Title Insurance Company to deliver to Buyer a commitment for the Title Policy described in subsection (b) below (the “Title CommitmentCompany”), together with legible copies of all of the underlying documentation described in such Title Commitment. Seller shall, include in the Property Information the most recent surveys of the properties that comprise the Property in Seller’s possession, custody or control (the “Surveys”). The cost ) shall have committed to deliver the Title Commitment to the Buyer shall be split equally (50% / 50%) between Buyer and Seller. (a) At Closing, and as a condition thereof, Buyer shall receive issue an extended coverage ALTA 2006 owner’s title insurance policy policy, in form and substance substantially the same as the title commitments attached hereto as Exhibit H and otherwise in accordance with this paragraph (the “Title Policy”) issued by Title Company, dated conditioned on the day of Closing, with liability in the full amount of the Purchase Price, the form of which shall be an American Land Title Association Owner’s Policy, Standard Form B, 1992 (or other form preferred payment by Buyer or required or promulgated pursuant to applicable state insurance regulations), subject only to the Permitted Exceptions (defined below). The Title Policy may contain of any endorsements requested by Buyer. (b) Prior to the expiration of the Due Diligence Period, Buyer shall review title to the Property as disclosed by the Title Commitment fees and the Surveys, and satisfy itself as to the availability from the Title Company of the Title Policy and all requested endorsement expenses in relation to such Title Policy. , with respect to the Real Property, including the improvements thereon and easements and other rights appurtenant thereto, dated as of the Closing Date in an amount reasonably determined by Buyer but not to exceed the Base Purchase Price, including such affirmative coverage and endorsements as Buyer reasonably requests, and which are reasonably obtainable from title companies in the State of Nevada, including non-imputation coverage through a non-imputation endorsement, and subject only to Permitted Encumbrances (excluding those relating solely to the Seller Condo Units); provided, however, if after the date hereof, Title Company notifies Buyer of any new exception to title that is not a Permitted Encumbrance, Buyer shall have the rightright to disapprove such new exception by written notice to Sellers within ten (10) Business Days after such new exception is disclosed to Buyer in writing. If Buyer fails to notify Sellers of its disapproval of any such new exception within such ten (10) Business Day period, then Buyer shall be deemed to have approved such new exception and such new exception shall be deemed to be a Permitted Encumbrance. If Buyer timely disapproves such new exception, Sellers shall have the right to extend the Closing Date for such period as is reasonably required to allow Sellers to remove such new exception from title at its own cost and expense, Closing or to obtain an update affirmative coverage over such new exception. In the event Buyer fails to use its reasonable best efforts to fulfill the condition set forth in this Section 6.2(e), including by failing to cooperate with the Title Company or by otherwise failing to take any action reasonably requested of the Surveys or to secure new surveys at any time prior to the expiration of the Due Diligence Period. (c) Seller shall have no obligation to remove or cure title objections, except for (1) liens of an ascertainable amount created by Seller, which liens Seller shall cause to be released at the Closing or affirmatively insured over Buyer by the Title Company with Buyer’s approval, to obtain such Title Policy (2including failing to pay any fees and expenses in relation to such Title Policy) any exceptions or encumbrances which would be reasonably expected to title which are created by Seller after the date of this Agreement without Buyer’s consent, and (3) non-consensual liens which liens Seller shall cause to be released at the Closing or affirmatively insured over by prevent the Title Company. In addition, Seller shall provide ’s issuance of the Title Company with any affidavitsPolicy, ALTA statements or personal undertakings (collectivelyif Buyer decides not to obtain such Title Policy, an “Owner’s Affidavit”), the condition set forth in form and substance reasonably acceptable to the Title Company, that will permit the Title Company to remove the standard “mechanics lien” and “GAP” exceptions and otherwise issue the Title Policy in the form required by Buyerthis Section 6.2(e) shall be deemed satisfied.

Title Insurance. Within calendar days after the Effective Date, Purchaser shall, at Purchaser’s sole expense, procure: (ai) Following completion of the 3rd party valuation of the Property, Buyer and Seller shall cause Title Company to deliver to Buyer a title commitment for the Title Policy described in subsection (b) below (the “Title Commitment”)) covering the Property, together with legible copies binding the issuer of all of the underlying documentation described in such Title Commitment. Seller shall, include in the Property Information the most recent surveys of the properties that comprise the Property in Seller’s possession, custody or control (the “Surveys”). The cost to deliver the Title Commitment to the Buyer (such underwriter shall be split equally (50% / 50%referred to herein as the “Title Company”; the underwriter shall be a nationally recognized title insurance issuer selected by Purchaser) between Buyer and Seller. (a) At Closing, and as a condition thereof, Buyer shall receive to issue an owner’s policy of title insurance policy (the “Title Policy”) issued by Title Company, dated the day of Closing, with liability in the full amount of the Purchase Price; and (ii) true, the form correct and legible copies of which shall be an American Land Title Association Owner’s Policy, Standard Form B, 1992 (or other form preferred by Buyer or required or promulgated pursuant any and all instruments referred to applicable state insurance regulations), subject only to the Permitted Exceptions (defined below). The Title Policy may contain any endorsements requested by Buyer. (b) Prior to the expiration of the Due Diligence Period, Buyer shall review title to the Property as disclosed by in the Title Commitment and as constituting exceptions or restrictions upon the Surveys, and satisfy itself as to the availability from the Title Company title of the Title Policy and all requested endorsement to such Title PolicySeller. Buyer Purchaser shall have days after the rightreceipt of Title Commitment, at its own cost and expenseor any updates or endorsements thereto as permitted herein, to obtain an update deliver a copy of the Surveys same to Seller together with such written objections as Purchaser may have to any exceptions to title contained therein by (“Exception Objections”). Any such item to which Purchaser does not object, which Purchaser waives as permitted by this Agreement, or which is specified as such, shall be deemed a “Permitted Exception”. If there are objections by Purchaser, Seller in its sole and absolute discretion may attempt to secure new surveys at any time satisfy them prior to the expiration of the Due Diligence Period. (c) Seller shall have no obligation Closing and to remove or cure title objections, except for (1) liens of an ascertainable amount created by Seller, which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company with Buyer’s approval, (2) any exceptions or encumbrances to title which are created by Seller after the date of this Agreement without Buyer’s consent, and (3) non-consensual liens which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company. In addition, Seller shall provide the Title Company with any affidavits, ALTA statements or personal undertakings (collectively, an “Owner’s Affidavit”), in form and substance reasonably acceptable to the Title Company, that will permit the Title Company to revise Exception Objections from the Title Commitment to reflect such satisfaction or in the alternative, at Seller’s option, Seller may obtain from a different title company (“Second Title Company”), a Title Commitment which does not include the Exception Objections, or any new exception objections objectionable to the Purchaser. If the Title Company refuses to remove the standard Exception Objection, Seller may obtain from a different title company (“mechanics lien” Second Title Company”), subject to (i) and “GAP” exceptions and otherwise issue (ii) above, a Title Commitment which does not include the Title Policy in the form required by BuyerException Objections, nor any new exception objectionable to Purchaser.

Title Insurance. (a) Following completion On the Closing Date with respect to the Mortgage and the Third Lien Mortgage covering the Coal Asset and on the date of acquisition by the Company of the 3rd party valuation real property on which the Lima Energy Project will be constructed and with respect to the Mortgage thereon (it being agreed that the acquisition of such real property by the Company and the grant by the Company of a Mortgage thereon shall occur on or before October 30, 2012), deliver, or cause to be delivered, to the Administrative Agent, at the sole cost and expense of the PropertyCompany, Buyer and Seller shall cause (x) one or more fully paid ALTA standard form mortgagee policies of title insurance issued by the Title Company to deliver to Buyer a commitment Insurance Company, in favor of the Administrative Agent for the Title Policy described in subsection (b) below (benefit of the “Title Commitment”)Secured Parties, together with legible copies of all of the underlying documentation described in such Title Commitment. Seller shall, include in the Property Information the most recent surveys of the properties that comprise the Property in Seller’s possession, custody or control (the “Surveys”). The cost to deliver the Title Commitment to the Buyer shall be split equally (50% / 50%) between Buyer and Seller. (a) At Closing, and endorsements as a condition thereof, Buyer shall receive an owner’s title insurance policy (the “Title Policy”) issued by Title Company, dated the day of Closing, with liability in the full amount of the Purchase Price, the form of which shall be an American Land Title Association Owner’s Policy, Standard Form B, 1992 (or other form preferred by Buyer or required or promulgated pursuant to applicable state insurance regulations), subject only to the Permitted Exceptions (defined below). The Title Policy may contain any endorsements are requested by Buyer. (b) Prior to the expiration of the Due Diligence PeriodAdministrative Agent, Buyer shall review title to the Property as disclosed by the Title Commitment and the Surveys, and satisfy itself as to the availability from the Title Company of the Title Policy and all requested endorsement to such Title Policy. Buyer shall have the right, at its own cost and expense, to obtain an update of the Surveys or to secure new surveys at any time prior to the expiration of the Due Diligence Period. (c) Seller shall have no obligation to remove or cure title objections, except for (1) liens of an ascertainable amount created by Seller, which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company with Buyer’s approval, (2) any exceptions or encumbrances to title which are created by Seller after the date of this Agreement without Buyer’s consent, and (3) non-consensual liens which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company. In addition, Seller shall provide the Title Company with any affidavits, ALTA statements or personal undertakings (collectively, an “Owner’s Affidavit”), in each case in form and substance reasonably acceptable satisfactory to the Administrative Agent, in amounts satisfactory to the Administrative Agent, that shall (A) insure the validity and priority of the Liens created under the Mortgages and the Third Lien Mortgage, and (B) contain a pending disbursement provision satisfactory to the Administrative Agent (the "Title Insurance Policy"); and (y) ALTA surveys of recent date of the Properties (other than the Coal Asset), certified to the Administrative Agent, the Title Insurance Company and the Company, that will permit which surveys shall be in form and substance satisfactory to the Administrative Agent and the Title Company Insurance Company, and shall show (A) as to remove the standard “mechanics lien” Properties (other than the Coal Asset), the exact location and “GAP” exceptions dimensions thereof, including the location of all means of access thereto and otherwise issue all easements relating thereto, (B) that the Title Policy location of the Plant and the Lima Energy Project do not encroach on or interfere with adjacent property or existing easements or other rights (whether on, above or below ground) that can be located or plotted on the survey, and that there are no other survey defects that are material in the form required by Buyernature; and (C) no easements, rights-of-way or other encumbrances, other than Permitted Encumbrances.

Title Insurance. (a) Following completion Each of the 3rd party valuation Properties is currently covered by an owner's policy of title insurance held by the applicable Title Holding Entity. With respect to each of the Properties (together, the "Title Policy Retention Properties" and, --------------------------------- individually, a "Title Policy Retention Property") acquired by the Partnership ------------------------------- as provided in Sections 2.1, 2.2 and 2.4, the Company and the Partnership, to ------------ --- --- the extent legally permissible, shall (i) maintain the applicable title policy in full force and effect and (ii) obtain (or cause to be obtained), at the Company's expense, from the Title Company at Closing the following endorsements to the existing owner's title insurance policy with respect to such Property, Buyer in each case dated the Closing Date: (A) a date-down endorsement adding no exceptions to such existing owner's title insurance policy other than (I) an update of the real estate and Seller shall cause Title Company personal property tax exception to deliver except taxes not yet due and payable and (II) Permitted Exceptions, to Buyer a commitment for the extent not already included in such existing owner's title insurance policy; (B) an assignment endorsement modifying the named insured to be the Partnership, rather than the Title Holding Entity of such Title Policy Retention Property; (C) an endorsement increasing the insured amount to an amount equal to the Contribution Amount applicable to such Title Policy Retention Property; (D) a non-imputation endorsement; and (E) to the extent not included in such existing owner's title insurance policy, and available at commercially reasonable rates, the endorsements and coverages described in subsection Section 2.6(b). -------------- Such endorsements shall be issued to the Partnership. (b) below (the “Title Commitment”), together with legible copies of all of the underlying documentation described in such Title Commitment. Seller shall, include in the Property Information the most recent surveys of the properties that comprise the Property in Seller’s possession, custody or control (the “Surveys”). The cost With respect to deliver the Title Commitment to the Buyer shall be split equally (50% / 50%) between Buyer and Seller. (a) At Closing, and as a condition thereof, Buyer shall receive an owner’s any title insurance policy covering a Title Policy Retention Property that is not permitted by law to be endorsed in the manner contemplated by Section 2.6(a) and with respect to the remaining Properties -------------- which are not Title Policy Retention Properties, the Company or the Partnership shall obtain (or cause to be obtained), at the “Company's expense, from the Title Policy”) Company at Closing an owner's title insurance policy issued by the Title CompanyCompany in favor of the Partnership, (i) dated the day of ClosingClosing Date, with liability (ii) in the full amount of the Purchase PriceContribution Amount with respect to the applicable Property, (iii) in the form of which shall be an American Land Title Association Owner’s 's Policy, Standard Form B, 1992 B (or such other form preferred by Buyer or required or promulgated pursuant as is acceptable to the Company, if such ALTA form is not available in the state in which the applicable state insurance regulationsProperty is located), (iv) subject only to the standard exclusions from coverage contained in such policy and the Permitted Exceptions Exceptions, with full extended coverage over all standard and general exceptions (defined belowwhere available). The Title Policy may , and (v) which policy shall contain any endorsements requested by Buyer.the following endorsements, if available in such state: (bA) Prior to an ALTA 3.1 zoning endorsement; (B) a non-imputation endorsement; (C) an owner's comprehensive endorsement; (D) an access endorsement; (E) a contiguity endorsement, if applicable; (F) a survey endorsement; and (G) such other endorsements as the expiration Company shall reasonably require after review of the Due Diligence Periodsurvey, Buyer shall review title to the Property as disclosed by the Title Commitment insurance commitment and the Surveys, and satisfy itself as to the availability from the Title Company of the Title Policy and all requested endorsement to such Title Policy. Buyer shall have the right, at its own cost and expense, to obtain an update of the Surveys or to secure new surveys at any time prior to the expiration of the Due Diligence PeriodLeases. (c) Seller The transactions contemplated by this Article 2 shall have no obligation be closed by --------- means of a New York style closing, with the concurrent delivery of the documents of title and transfer of interests, delivery of the title policy and/or endorsements, and delivery of the applicable Ownership Units. The Company and/or the Partnership shall provide any undertaking to remove the Title Company reasonably necessary to effectuate the New York style closing. (d) At the Company's request, each Title Holding Entity shall promptly deliver to the Company a copy of its existing title insurance policy. Each Title Holding Entity shall, at or cure title objectionsprior to Closing, except for (1) liens of an ascertainable amount created by Seller, which liens Seller shall deliver or cause to be released at the Closing or affirmatively insured over by the Title Company with Buyer’s approval, (2) any exceptions or encumbrances to title which are created by Seller after the date of this Agreement without Buyer’s consent, and (3) non-consensual liens which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company. In addition, Seller shall provide the Title Company with any delivered such commercially reasonable affidavits, ALTA statements or personal undertakings (collectivelycertificates, an “Owner’s Affidavit”), in form information and substance instruments of indemnification as shall be reasonably acceptable required to the Title Company, that will permit induce the Title Company to remove the standard “mechanics lien” and “GAP” exceptions and otherwise issue the Title Policy in the form required title insurance policies contemplated by Buyer.this Section ------- 2.6. ---

Title Insurance. Within twenty (a20) Following completion days after the date of the 3rd party valuation of the Propertythis Agreement, Buyer and Seller or mutual written extension, Grantee Party shall cause Title Company to deliver to Buyer Grantor Party a copy of a title insurance commitment for the Title Policy described in subsection (b) below (the “Title "Commitment”), together with legible copies of all of the underlying documentation described in such Title Commitment. Seller shall, include in the Property Information the most recent surveys of the properties that comprise the Property in Seller’s possession, custody or control (the “Surveys”). The cost to deliver the Title Commitment ") bearing an effective date subsequent to the Buyer shall be split equally (50% / 50%) between Buyer and Seller. (a) At Closing, and as a condition thereof, Buyer shall receive date hereof in favor of Grantee Party for an owner’s 's title insurance policy (insuring marketability of the “Title Policy”) issued by Title Company, dated title to the day of Closing, with liability Exchange Property in the full amount of the Purchase Price, Exchange Property’s appraised value underwritten by a title insurance company acceptable to Grantee Party. The copy of the form of which Commitment shall be an American Land Title Association Owneraccompanied by a written statement of any objections to Grantor Party’s Policy, Standard Form B, 1992 (or other form preferred by Buyer or required or promulgated pursuant to applicable state insurance regulations), subject only to the Permitted Exceptions (defined below). The Title Policy may contain any endorsements requested by Buyer. (b) Prior to the expiration of the Due Diligence Period, Buyer shall review title to the Exchange Property as disclosed by the Title Commitment and Commitment. Any matter not objected to by Grantee Party within such twenty (20) day period shall be deemed approved exceptions to title by Grantee Party. Prior to Closing, Grantor Party shall deliver to Grantee Party a written statement of any objections which Grantor Party could not, upon the Surveysexercise of due diligence in good faith, and satisfy itself as cure prior to the availability from the Title Company or concurrent with Grantee Party’s acquisition of the Title Policy and all requested endorsement Exchange Property. If Grantor Party gives notice to such Title Policy. Buyer Grantee Party of any objections which cannot be cured, then Grantee Party shall have the rightoption of: (i) waiving such objections and proceeding with this Agreement or (ii) terminating this Agreement, at its own cost and expense, to obtain an update of the Surveys or to secure new surveys at thereupon this Agreement shall be null and void and neither Grantor Party nor Grantee Party shall have any time prior further obligations hereunder. In addition to the expiration terms and conditions of this Agreement, land title law of Nebraska and the Due Diligence Period. (c) Seller shall have no obligation to remove or cure title objections, except for (1) liens of an ascertainable amount created by Seller, which liens Seller shall cause to be released at the Closing or affirmatively insured over standards approved by the Title Company with Buyer’s approval, (2) any exceptions or encumbrances Nebraska State Bar Association to title which are created by Seller after the date of this Agreement without Buyer’s consent, and (3) non-consensual liens which liens Seller examination of title shall cause serve as a guide of marketability of title. Grantee Party shall be responsible for the expense of a title insurance policy issued on the Exchange Property to be released at the Closing or affirmatively insured over by the Title Company. In addition, Seller shall provide the Title Company with any affidavits, ALTA statements or personal undertakings (collectively, an “Owner’s Affidavit”), in form and substance reasonably acceptable transferred to the Title Company, that will permit the Title Company to remove the standard “mechanics lien” and “GAP” exceptions and otherwise issue the Title Policy in the form required by BuyerGrantee Party.

Title Insurance. (a) Following completion of the 3rd party valuation of the Property, Buyer A. Title Insurer has issued and delivered to Purchaser and Seller shall cause Title Company to deliver to Buyer a title insurance report and commitment dated December 10, 2014 for the Title Policy described in subsection (b) below (the “Title Commitment”), together with legible copies of all of the underlying documentation described in such Title Commitment. Seller shall, include in the Property Information the most recent surveys of the properties that comprise the Property in Seller’s possession, custody or control (the “Surveys”). The cost to deliver the Title Commitment to the Buyer shall be split equally (50% / 50%) between Buyer and Seller. (a) At Closing, and as a condition thereof, Buyer shall receive an fee owner’s title insurance policy (Title No. 820212(0–NY-CR-KV)B (“Seller’s Title Commitment”). Purchaser may order a new report (the “Title PolicyCommitment”) issued by from Title Company, dated Insurer and any update of the day of Commitment from Title Insurer. At Closing, with liability in the full amount of the Purchase Price, the form of which Purchaser shall be an American Land Title Association Owner’s Policy, Standard Form B, 1992 (or other form preferred by Buyer or required or promulgated pursuant to applicable state insurance regulations), subject only to the Permitted Exceptions (defined below). The Title Policy may contain any endorsements requested by Buyer. (b) Prior to the expiration of the Due Diligence Period, Buyer shall review cause title to the Property as disclosed Premises to be insured by the Title Commitment and the Surveys, and satisfy itself as to the availability from the Title Company of the Title Policy and all requested endorsement to such Title Policy. Buyer shall have the right, Insurer at its own Purchaser’s sole cost and expense. Except as otherwise expressly provided in this Agreement, to obtain an update of the Surveys or to secure new surveys at any time prior to the expiration of the Due Diligence Period. (c) Seller shall have no obligation to remove any exception to title. Except for the items identified in Exhibit “4(a)(ii)” (the “Known Title Objections”), Purchaser unconditionally waives any right to object to any matters set forth in Seller’s Title Commitment. At Closing, Seller shall deliver and Purchaser shall accept the Premises subject only to the Permitted Exceptions. If exceptions to title appear on the Commitment or cure any update or continuation of the Commitment (each a “Continuation”) which are not Permitted Exceptions or Required Removal Items, Purchaser shall notify Seller thereof within the earlier of five (5) business days after Purchaser receives such Continuation and the last business day prior to the Closing Date, time being of the essence, and if Seller is unable, or elects not to attempt, to eliminate such exceptions to title, or if Seller elects to attempt to eliminate any such exceptions to title objectionsbut is unable to do so or thereafter decides not to eliminate the same, except for and accordingly, is unable to convey title to the Premises in accordance with the provisions of this 18848190v.10 Agreement, Seller shall so notify Purchaser and, within five (15) liens business days after receipt of an ascertainable amount created by such notice from Seller, Purchaser shall elect either (i) to terminate this Agreement by notice given to Seller (time being of the essence with respect to Purchaser’s notice), in which liens event the provisions of Article 14 of this Agreement shall apply, or (ii) to accept title to the Premises subject to such exceptions, without any abatement of the Purchase Price. If Purchaser shall not notify Seller of such election within such five (5) business day period, time being of the essence, Purchaser shall cause be deemed to have elected clause (ii) above with the same force and effect as if Purchaser had elected clause (ii) within such five (5) business day period. B. If the Commitment discloses judgments, bankruptcies or similar returns against persons or entities having names the same as or similar to that of Seller but which returns are not against Seller, Seller, on request, shall deliver to Purchaser or Title Insurer affidavits reasonably acceptable to Seller to the effect that such judgments, bankruptcies or returns are not against Seller. C. If the Commitment discloses exceptions (other than the Permitted Exceptions) which (i) may be released at removed solely by reference to Seller’s existing title policy, or (ii) may be removed or satisfied by the Closing payment of a liquidated sum of money (the “Title Cure Amount”) not in excess of One Million Dollars and 00/100 ($1,000,000.00) in the aggregate with any sums expended or incurred by Seller pursuant to Section 16(D), or (iii) were created, consented to or affirmatively insured over by the Title Company with Buyer’s approval, (2) any exceptions or encumbrances to title which are created permitted by Seller in writing after the date of this Agreement without Buyer’s consenthereof, and or is any mortgage encumbering the Premises (3) non-consensual liens which liens except that Seller shall cause not be required to satisfy the current mortgage covering the Premises if it is assigned pursuant to Section 43 below), then in any such case, Seller shall remove such exceptions and the failure on the part of Seller to have such exceptions removed shall be released at a Seller’s Willful Default (the Closing exceptions meeting the criteria set forth in clauses (i), (ii) or affirmatively insured over by the Title Company(iii) are referred to herein as “Required Removal Items”). In addition, Seller shall provide cause the Known Title Objections and the Required Removal Items to be satisfied, bonded over or otherwise secured to enable the Title Company with any affidavitsInsurer to insure over the Known Title Objections and the Required Removal Items, ALTA statements or personal undertakings (collectively, an “Owner’s Affidavit”), in form and substance reasonably acceptable to the Title Company, that will permit the Title Company to remove the standard “mechanics lien” Known Title Objections and “GAP” exceptions the Required Removal Items from Purchaser’s title insurance policy (except that Seller shall not be required to satisfy the current mortgage covering the Premises if it is assigned pursuant to Section 43 below). The cost of removing or satisfying the Known Title Objections of the Required Removal Items described in clauses (i) and otherwise issue (iii) of this Section 13(C) shall not be counted against the Title Policy Cure Amount. Notwithstanding the foregoing, Seller, at its option in lieu of satisfying such exceptions, may deposit with Title Insurer such amount of money and provide such documentation, affidavits and indemnities as may be reasonably determined by Title Insurer as being sufficient to induce it to insure Purchaser against collection of such liens and/or encumbrances, including interest and penalties, out of or against the Premises, in which event such exceptions shall not be objections to title. D. Seller shall be entitled to one or more adjournments of the Closing Date, not to exceed sixty (60) days in the form required aggregate (in addition to all of Seller’s other adjournments under this Agreement), to remove any exceptions to title which Seller is obligated to remove under this Agreement or elects to attempt, but is not obligated, to remove. E. Notwithstanding the foregoing provisions of this Article 13, in the event that Title Insurer shall raise an exception to title which is not a Permitted Exception, Seller shall have no 18848190v.10 obligation to eliminate such exception and Purchaser shall have no right to terminate the Agreement by Buyerreason of such exception if Title Insurer shall be prepared to insure title to the Premises at regular rates without such exception. F. Purchaser shall pay the costs of examination of title and any owner’s or mortgagee’s policy of title insurance to be issued insuring Purchaser’s title to the Property, as well as all other title charges, survey fees, recording charges and any and all other costs or expenses incident to the Closing. G. Notwithstanding anything in Article 13 hereof to the contrary, Purchaser may at any time accept such title as Seller can convey, without reduction of the Purchase Price or any credit or allowance on account thereof or any claim against Seller. The acceptance of the Deed by Purchaser shall be deemed to be full performance of, and discharge of, every agreement and obligation on Seller’s part to be performed under this Agreement, except for the documents executed at Closing and such matters which are expressly stated in this Agreement to survive the Closing, to the limit of such survival.

Title Insurance. (a) Following completion of the 3rd party valuation of the Property, Buyer and Seller shall cause Title Company to deliver to Buyer a commitment for the Title Policy described in subsection (b) below (the “Title Commitment”), together with legible copies of all of the underlying documentation described in such Title Commitment. Seller shall, include in the Property Information the most recent surveys of the properties that comprise the Property in Seller’s possession, custody or control (the “Surveys”). The cost to deliver the Title Commitment to the Buyer shall be split equally (50% / 50%) between Buyer and Seller. (a) At Closing, and as a condition thereof, the Title Company shall issue to Buyer shall receive or be irrevocably committed to issue to Buyer an ownerALTA extended coverage Owner’s title insurance policy Policy of Title Insurance (the “Title Policy”) issued by Title Company, dated the day of Closing, with liability coverage in the full amount of the Purchase Price, insuring that fee title to the form of which shall be an American Land Title Association Owner’s Policy, Standard Form B, 1992 (or other form preferred by Real Property is vested in Buyer or required or promulgated pursuant to applicable state insurance regulations), subject only to the Permitted Exceptions Exceptions. Buyer shall be entitled to request that the Title Company provide such endorsements (defined belowor amendments). The , coverages, policy forms or amendments to the Title Policy as Buyer may contain any endorsements requested by Buyer. reasonably require and/or increased liability (beyond the Purchase Price) as Buyer may require, provided that the same shall (a) be at no cost to Seller; (b) Prior impose no additional liability on Seller; (c) not be a condition to the expiration Closing; and (d) shall not require any acts of Seller, including signing of any documents. If Buyer is unable to obtain any of the foregoing endorsements, coverages, policy forms or amendments, Buyer shall nevertheless be obligated to proceed to close the transaction contemplated by this Agreement without reduction of or set off against the Purchase Price, provided however, if the Title Company has agreed in writing to issue such endorsements, coverages, policy forms or amendments prior to the end of the Due Diligence Period, Buyer shall review title and if subsections (a) through (d) of the foregoing sentence are all satisfied as to the Property as disclosed by the Title Commitment each such endorsement, coverage, policy form and the Surveysamendments, and satisfy itself as if Buyer has delivered to the availability from Seller all such agreements of the Title Company of the Title Policy and all requested endorsement to such Title Policy. Buyer shall have the right, at its own cost and expense, to obtain an update of the Surveys or to secure new surveys at any time prior to the expiration end of the Due Diligence Period. (c) , then issuance of such endorsements, coverages, policy forms or amendments shall be a condition to Closing. However, under no circumstances shall the Closing be delayed as a result of Buyer’s request. Buyer shall be responsible for making any and all arrangements it deems appropriate to obtain the Title Policy at Closing and Seller shall have no obligation to remove or cure title objections, except for responsibility in connection therewith other than (1) liens of an ascertainable amount created by Seller, which liens Seller shall cause to be released at the Closing or affirmatively insured over by the deliver to Title Company with Buyerat or before Closing an owner’s approval, affidavit (2) any exceptions or encumbrances to title which are created by Seller after the date of this Agreement without Buyer’s consent, and (3) non-consensual liens which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company. In addition, Seller shall provide the Title Company with any affidavits, ALTA statements or personal undertakings (collectively, an “Owner’s Affidavit”)) substantially in the form of Exhibit C hereto, it being understood and agreed that Seller shall not be required to provide Title Company with any additional assurances, documents or acts in connection therewith; and (2) if requested by Title Company, such proof of Seller’s authority and authorization to enter into this Agreement and consummate the transactions contemplated hereby, and such proof of the power and authority of the individual(s) executing and/or delivering any instruments or other documents on behalf of Seller to act and bind Seller, as may be reasonably required by the Title Company; and (3) a “gap indemnity” in favor of the Title Company, in form and substance reasonably acceptable to Seller, to the Title Company, that will permit extent required by the Title Company to remove by reason of delay in recordation of the standard “mechanics lien” and “GAP” exceptions and otherwise issue Deed because of the Title Policy in the form required by BuyerCoVid-19 pandemic.

Title Insurance. (a) Following completion Promptly, after receipt of the 3rd party valuation a fully executed copy of the Propertythis Agreement, Buyer and Seller shall cause Title Company to deliver to Buyer order from a national title insurance company a title commitment for the Title Policy described in subsection (b) below (the “Title Commitment”), together with legible copies of all of the underlying documentation described in such Title Commitment. Seller shall, include in the Property Information the most recent surveys of the properties that comprise the Property in Seller’s possession, custody or control (the “Surveys”). The cost to deliver the Title Commitment to the Buyer shall be split equally (50% / 50%) between Buyer and Seller. (a) At Closing, and as a condition thereof, Buyer shall receive for an owner’s title insurance policy policy. If and when closing occurs, Buyer will pay the premium for the owner’s title insurance policy. Subject to the terms of this Agreement (including, without limitation, the “Due Diligence Period), Title Policy”to the Property conveyed shall be subject to the following: (i) issued by Title Company, dated the day such state of Closing, with liability in the full amount facts as a survey of the Purchase Priceproperty may show; (ii) zoning regulations, and municipal building restrictions, and all other laws, ordinances, regulations and restrictions of any duly constituted public authority enacted prior to the closing date; (iii) the lien of current taxes not due and payable; (iv) standard exceptions set forth in the form of which shall be an American Land Title Association Owner’s Policytitle insurance policy of the title insurance company selected by the Buyer; and (v) the list of exceptions (“Permitted Exceptions”) set forth on Exhibit G, Standard Form B, 1992 (or other form preferred by Buyer or required or promulgated pursuant to applicable state insurance regulations), subject only to the Permitted Exceptions (defined below). The Title Policy may contain any endorsements requested by Buyerattached hereto. (b) Prior to the expiration of the Due Diligence Period, Buyer shall review title to the Property as disclosed by the Title Commitment and the Surveys, and satisfy itself as to the availability from the Title Company of the Title Policy and all requested endorsement to such Title Policy. Buyer shall have the right, at its own cost and expense, to obtain an update of the Surveys or to secure new surveys at any time prior to the expiration of the Due Diligence Period. (c) Seller shall have no obligation to remove bring any action or cure proceeding or otherwise to incur any expense or liability (contingent or otherwise) to remedy any objection to title objections, raised by Buyer except for mortgage liens, judgment liens, tax liens and any other lien or encumbrance that can be cleared, terminated or released by the payment of a fixed sum of money or any other encumbrance that is placed on the Property after the Effective Date hereof. Except as provided above, if Seller is unable to convey title in accordance with this Agreement or does not elect to remedy any objection, Buyer may elect either to (1i) liens accept such title as Seller is able to convey on the Closing Date, without any reduction of an ascertainable amount created by the Purchase Price or any credit or allowance on account thereof or any other claim against Seller, or (ii) terminate this Agreement, in which liens case the Escrow Agent shall return the Deposit to the Buyer with the accrued interest thereon, and neither party shall have any further liability to the other except for those matters that expressly survive the termination. Such election shall be made by Buyer within three (3) Business Days of written notice by Seller to Buyer to the effect that Seller is unable to convey title in accordance with this Agreement and does not elect to remedy an objection. It is the intention of the parties that if Seller is unable or unwilling to cure any title objection (except for those which Seller is obligated to remedy as noted above) that the Buyer shall not have the remedies set forth in Section 15(a) but solely those set forth herein. (c) Even if it is not obligated to do so, Seller shall cause have the right to remedy any objection provided that it notifies Buyer of its desire to remedy the objection, within 3 days of receiving notice thereof, and diligently undertakes to attempt to remedy same. For the purpose of remedying objections which cannot be released remedied by the payment of money or bonding, Seller shall have the right to one or more adjournments of the Closing Date for an aggregate period not to exceed sixty (60) days. If Seller fails to remedy the objections prior to the date which is ten (10) days before the adjourned closing date, Seller shall be deemed to have elected not to remedy the objections and Buyer may avail itself of the options in subparagraph 5(b) above. (d) If, at the Closing Date, there are any other liens, taxes or affirmatively insured over encumbrances which Seller is obligated to pay and discharge, Seller may use any portion of the balance of the Purchase Price to satisfy the same, provided Seller shall simultaneously either deliver to Buyer at Closing, title instruments in recordable form and sufficient to satisfy such liens and encumbrances of record, together with the cost of recording and filing said instruments; or, provided that Seller has made arrangements with the Buyer’s title company, Seller may deposit with the title company sufficient monies, or provide a pay off letter from institutional lenders, acceptable to and required by the Title Company with Buyer’s approval, (2) title company to insure the obtaining and recording of such satisfactions and the issuance of title insurance to Buyer free of any exceptions such liens and encumbrances. The existence of any taxes or other liens or encumbrances shall not be deemed objections to title which are created by Seller after the date of this Agreement without Buyer’s consent, and (3) non-consensual liens which liens if Seller shall cause to be released at comply with the Closing or affirmatively insured over by the Title Company. In addition, Seller shall provide the Title Company with any affidavits, ALTA statements or personal undertakings (collectively, an “Owner’s Affidavit”), in form and substance reasonably acceptable to the Title Company, that will permit the Title Company to remove the standard “mechanics lien” and “GAP” exceptions and otherwise issue the Title Policy in the form required by Buyerforegoing requirements.

Title Insurance. Title to the Property shall be good and marketable and shall be conveyed to Purchaser free and clear of any and all liens, encumbrances, claims, and interests of any kind or nature whatsoever except the following: (a1) Following completion current real estate taxes not delinquent; and (2) such other liens, rights, and encumbrances as may be approved by Purchaser (collectively, the "Permitted Exceptions"). Within ten (10) days after Purchaser's execution of this Contract (the date upon which Purchaser executes this Contract being referred to herein as the "Effective Date"), Seller shall have furnished Purchaser, at Seller's sole cost and expense, a commitment for an owner's policy of title insurance (the "Title Commitment") issued by Chicago Title Insurance Company (the "Title Company"), containing the agreement of the 3rd party valuation Title Company to issue an owner's policy of title insurance (ALTA Form 1990B) insuring fee simple title to the Property, Buyer free and Seller shall cause Title Company to deliver to Buyer a commitment clear of all liens, encumbrances, claims, and interests except for the Title Policy described Permitted Exceptions and the standard pre-printed exceptions in subsection (b) below (the “Title Commitment”), in the name of Purchaser upon delivery of a general warranty deed from Seller to Purchaser, together with legible copies of all of instruments identified as exceptions in the underlying documentation described in such Title Commitment. Seller shall, include in The Title Commitment shall contain the Property Information the most recent surveys commitment of the properties that comprise the Property Title Company to insure such title in Seller’s possession, custody or control (the “Surveys”). The cost to deliver the Title Commitment to the Buyer shall be split equally (50% / 50%) between Buyer and Seller. (a) At Closing, and as a condition thereof, Buyer shall receive an owner’s title insurance policy (the “Title Policy”) issued by Title Company, dated the day of Closing, with liability in Purchaser for the full amount of the Purchase Price, the form of which shall be an American Land Title Association Owner’s Policy, Standard Form B, 1992 (or other form preferred by Buyer or required or promulgated pursuant to applicable state insurance regulations), subject only to the Permitted Exceptions (defined below). The Title Policy may contain any endorsements requested by Buyer. (b) Prior to the expiration of the Due Diligence Period, Buyer shall review title to the Property as disclosed Any closing fee charged by the Title Commitment Company shall be divided equally between Seller and the SurveysPurchaser. Permitted Exceptions shall be determined by Purchaser, and satisfy itself as to the availability from the Title Company in its reasonable discretion, within five (5) days after receipt of the Title Policy and all requested endorsement to such Title PolicyCommitment. Buyer shall have If any exceptions, other than the rightPermitted Exceptions, are not cured by Seller, at its own sole cost and expense, within fifteen (15) days after receipt of notice thereof from Purchaser, or thereafter waived by Purchaser as additional Permitted Exceptions, this Contract shall terminate, the Earnest Money shall be promptly returned to obtain an update of the Surveys or to secure new surveys at any time prior to the expiration of the Due Diligence Period. (c) Seller Purchaser, and neit▇▇▇ ▇▇▇ty shall have no any further obligation to remove or cure title objectionshereunder. Notwithstanding the foregoing, except for (1) liens of an ascertainable amount created by Seller, which liens Seller shall cause to be released at in the Closing or affirmatively insured over by the Title Company with Buyer’s approval, (2) any event there are exceptions or encumbrances to title which that are created by Seller after the date not acceptable to Purchaser, but are curable for an aggregate cost of this Agreement without Buyer’s consent, and (3) non-consensual liens which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company. In additionless than $2,000, Seller shall provide cure such exceptions in a reasonably prompt manner, and the Title Company with any affidavitsparties shall proceed to Closing. In the event the aggregate cost of curing such exceptions exceeds $2,000, ALTA statements unless: (i) Seller otherwise agrees in writing to cure such exceptions for amounts in excess of $2,000; or personal undertakings (collectivelyii) such additional cure obligations are waived by Purchaser, an “Owner’s Affidavit”)this Contract shall terminate, in form and substance reasonably acceptable which event the Purchaser shall be entitled to a return of the Title Company, that will permit the Title Company to remove the standard “mechanics lien” and “GAP” exceptions and otherwise issue the Title Policy in the form required by BuyerEarnest Money.

Title Insurance. (a) Following completion of the 3rd party valuation of the Property, Buyer and Seller A. G&L shall cause Title Company to deliver to Buyer obtain a current title insurance commitment for the Title Policy described in subsection (b) below Real Property (the “"Title Commitment”), ") together with legible copies of all each document shown therein as an exception. The Title Commitment shall contemplate the issuance, at the Closing, of an owner's and mortgagee's title insurance policies, ALTA current Form, for the underlying documentation described in such Title Commitment. Seller shall, include Real Property in the Property Information the most recent surveys of the properties that comprise the Property in Seller’s possession, custody or control (the “Surveys”). The cost to deliver the Title Commitment to the Buyer shall be split equally (50% / 50%) between Buyer and Seller. (a) At Closing, and as a condition thereof, Buyer shall receive an owner’s title insurance policy (the “Title Policy”) issued by Title Company, dated the day of Closing, with liability in the full amount of the Purchase PricePrice (the "Title Policy"). During the Due Diligence Period (as defined in clause (iii) of Paragraph 8A), G&L shall determine whether the form Title Commitment is acceptable. If, at or before the end of which the Due Diligence Period, G&L does not object in writing to Seller to the Title Commitment, it will be deemed acceptable to G&L. If the Title Commitment is acceptable or deemed acceptable to G&L, then the exclusions and exceptions set forth therein, except for any that Seller is obligated to remove pursuant to Paragraph 6C, shall be an American Land Title Association Owner’s Policy, Standard Form B, 1992 (or other form preferred by Buyer or required or promulgated pursuant to applicable state insurance regulations), subject only to the considered Permitted Exceptions (defined below)for purposes of this Agreement. The If the Title Policy may contain any endorsements requested by Buyer. (b) Prior Commitment is objected to in writing and such objection is not removed at or prior to the expiration of the Due Diligence Period, Buyer shall review title G&L may terminate this Agreement by notice to the Property as disclosed by the Title Commitment and the Surveys, and satisfy itself as to the availability from the Title Company of the Title Policy and all requested endorsement to such Title Policy. Buyer shall have the right, at its own cost and expense, to obtain an update of the Surveys or to secure new surveys at any time Seller prior to the expiration end of the Due Diligence Period, in which case no party shall have any further claim hereunder. (c) Seller shall have no obligation B. If the Title Commitment or any title report discloses bankruptcies, tax liens or other adverse matters affecting persons having names the same as or similar to remove or cure title objections, except for (1) liens that of an ascertainable amount created by Seller, which liens Seller, on request, shall deliver to G&L affidavits showing that such matters do not or will not affect Seller. Seller also shall cause to be released at the Closing or affirmatively insured over deliver customary affidavits, undertakings and documentary evidence required by the Title Company to eliminate the standard printed exceptions for parties in possession and mechanic's liens and, without material expense or liability to Seller, the exclusion from coverage for creditors' rights issues. C. G&L agrees to cause GLN Capital Company and The Bank of New York, as trustee, to deliver into escrow with Buyer’s approval, (2) any exceptions or encumbrances to title which are created by Seller after the date of this Agreement without Buyer’s consent, and (3) non-consensual liens which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company. In addition, Seller shall provide the Title Company releases of mortgages held by such entity with any affidavits, ALTA statements or personal undertakings (collectively, an “Owner’s Affidavit”), instructions to record the releases upon payment of $22,421,081.26 in form and substance reasonably acceptable to respect of the Title Company, that will permit the Title Company to remove the standard “mechanics lien” and “GAP” exceptions and otherwise issue the Title Policy in the form required obligations secured by Buyersuch mortgages.

Title Insurance. (a) Following completion of the 3rd party valuation of the PropertyThe Seller, Buyer and Seller at Seller’s expense, shall cause Title Company to deliver to Buyer promptly obtain a commitment for the an Owner’s Title Insurance Policy described in subsection (b) below (the “Title Commitment”), together with legible copies of all of the underlying documentation described in such Title Commitment. Seller shall, include in the Property Information the most recent surveys of the properties that comprise the Property in Seller’s possession, custody or control (the “Surveys”). The cost to deliver the Title Commitment insuring title to the Buyer shall be split equally (50% / 50%) between Buyer and Seller. (a) At ClosingReal Property comprising the Store premises, and as a condition thereof, Buyer shall receive for an owner’s title insurance policy (amount equal to the “Title Policy”) issued by Title Company, dated the day of Closing, with liability in the full amount portion of the Purchase Price, Price allocated to such Location pursuant to Schedule 3.02 hereunder and providing coverage which includes the form of which shall be an American Land Title Association standard exception waiver endorsement (ALTA Owner’s Policy). Said title insurance shall show merchantable fee title in the Seller in conformity with this Agreement, Standard Form Bapplicable Nebraska, 1992 (Kansas or other form preferred by Buyer or required or promulgated pursuant to applicable state insurance regulations)Oklahoma law, depending upon the location of the property, and prevailing title standards in the aforementioned states, subject only to Permitted Encumbrances, and other easements, covenants and restrictions of record which are acceptable to and are not objected to in writing by Purchaser’s examining attorney pursuant to Section 5.08(d) below. Notwithstanding the preceding sentence, with the exception of Store #268 in C▇▇▇▇▇, Kansas and Store #110 in Omaha, Nebraska, Purchaser’s examining attorney will not object to Permitted Exceptions Encumbrances nor to easements, covenants and restrictions of record that do not interfere with or impair the present and continued use of the Location currently used by Seller in the conduct of Seller’s business. With respect to Store #268 in C▇▇▇▇▇, Kansas and Store #110 in Omaha, Nebraska, Purchaser intends to demolish the existing buildings and improvements and construct new buildings and improvements. Purchaser may, therefore, object to any Permitted Encumbrances described in Section 5.01 subparagraph (defined belowd), and to any easements, covenants and restrictions of record that would preclude Purchaser, in Purchaser’s sole discretion, from constructing new buildings and improvements anywhere on the Locations for Store # 268 and Store # 110. Except for the Leased Real Property and as otherwise set forth in Section 5.08(a), Purchaser will not accept title to any material portion of the Real Estate in the form of a leasehold or other estate in property, except in accordance with the terms and provisions of this Agreement. The Title Policy Seller shall promptly correct any title objections or deficiencies which Purchaser may contain any endorsements requested by Buyer. (b) Prior make pursuant to the expiration foregoing provisions. Seller shall bear the cost of any additional abstracting or examination fees due to any act or omission of the Due Diligence Period, Buyer shall review title Seller prior to the Property as disclosed Transfer Date, including transfers by operation of law. If the Title Commitment and Seller is unable to produce marketable title in conformity with the Surveys, and satisfy itself as foregoing prior to the availability from the Title Company of the Title Policy and all requested endorsement Transfer Date, then, in addition to such Title Policy. Buyer any other remedies available under applicable law, Purchaser shall have the right, at its own cost option to declare this Agreement null and expense, to obtain an update of the Surveys or to secure new surveys at any time prior void with respect to the expiration of Location or Locations at issue and the Due Diligence Period. (cPurchase Price shall be adjusted in conformity with the Purchase Price allocated to the Locations as set forth in Schedule 3.02(a) Seller shall have no obligation to remove or cure title objections, except for (1) liens of an ascertainable amount created by Seller, which liens Seller shall cause to be released at the Closing or affirmatively insured over as finally adjusted by the Title Company Independent Appraisers final report in accordance with Buyer’s approval, (2) any exceptions or encumbrances to title which are created by Seller after the date provisions of this Agreement without Buyer’s consent, and (3) non-consensual liens which liens Seller shall cause to be released at the Closing or affirmatively insured over Section 3.02. Any closing costs charged by the Title Company. In addition, Seller shall provide applicable title insurance company will be divided equally between the Title Company with any affidavits, ALTA statements or personal undertakings (collectively, an “Owner’s Affidavit”), in form Purchaser and substance reasonably acceptable to the Title Company, that will permit the Title Company to remove the standard “mechanics lien” and “GAP” exceptions and otherwise issue the Title Policy in the form required by BuyerSeller.

Title Insurance. (a) Following completion Concurrently with the execution and delivery of the 3rd party valuation of the Propertythis Agreement, Buyer and shall obtain (or Seller shall cause Title Company the Escrow Holder to deliver to Buyer Buyer) (i) a commitment for the Title Policy described in subsection (b) below (the “Title Commitment”), together with legible copies of all of the underlying documentation described in such Title Commitment. Seller shall, include in the Property Information the most recent and (ii) any surveys of the properties that comprise the Property in Seller’s possession, custody possession or control (collectively, the “SurveysSurvey”). The cost to deliver the Title Commitment to the Buyer shall be split equally (50% / 50%) between Buyer and Seller. (a) At Closing, and as As a condition thereofto closing, Buyer shall receive an owner’s title insurance policy (the “Title Policy”) issued by Title Company, dated the day of Closing, with liability in the full amount of the Purchase Price, the form of which shall be an American Land Title Association Owner’s Policy, Standard Form B, 1992 (or other form preferred by Buyer or required or promulgated pursuant to applicable state insurance regulations), subject only to the Permitted Exceptions (defined below). The Title Policy may contain any endorsements requested by Buyer. (b) Prior to the expiration of the Due Diligence Period, Buyer shall review title to the Property as disclosed by the Title Commitment and the SurveysSurvey, and satisfy itself as to the availability from the Title Company of the Title Policy and all requested endorsement to such Title Policy. Buyer shall have the right, at its own cost and expense, right to obtain an update of the Surveys Survey or to secure a new surveys survey at any time prior to the expiration of the Due Diligence Period. (c) Seller shall have no obligation to remove or cure title objections, except for (1) liens of an ascertainable amount created by Seller, which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company with Buyer’s approval, (2) any exceptions or encumbrances to title which are created by Seller after the date of this Agreement without Buyer’s consent, and (3) non-consensual liens which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company. In addition, Seller shall provide the Title Company with any affidavits, ALTA statements or personal undertakings (collectively, an “Owner’s Affidavit”), in form and substance reasonably acceptable to the Title Company, that will permit the Title Company to remove the standard “mechanics lien” and “GAP” exceptions and otherwise issue the Title Policy in the form required by Buyer.

Title Insurance. Following the Execution Date and during the Study Period, Buyer shall obtain from Walker Title & Escrow Company, Inc. (athe "Title Company") Following completion a commi▇▇▇▇▇ (the "Title Commitment") showing all matters affecting title to the Real Property, together with copies of the 3rd party valuation instruments referred to therein, and binding the Title Company to issue at Closing an owners' policy of title insurance for the Real Property (the "Title Policy"). Owner hereby agrees to furnish the Title Company with such affidavits as may be reasonably required by the Title Company (and reasonably acceptable to Owner) in order to issue the Title Policy at the Closing with protection against (or without exception for) both filed and unfiled mechanics' and materialmen's liens, violations by Owner of Permitted Encumbrances, and rights of parties in possession other than under Tenant Leases. Such requirements by the Title Company shall not expand Owner's obligation to deliver title to the Property in the condition required by this Agreement. Following the Execution Date and during the Study Period, Buyer shall have the right to obtain a current, as-built survey of the Real Property (the "Survey"). At least seven business days prior to the end of the Study Period, Buyer shall notify Owner in writing specifying any objections that Buyer may have to any matter that would be a Permitted Encumbrance. Owner shall notify Buyer in writing at least three business day prior to the end of the Study Period whether Owner is willing in its sole discretion to remove any such matter to which Buyer objected. If Owner agrees in writing to remove the matter to which Buyer objected, it shall not be a Permitted Encumbrance. If Owner does not so agree, and Buyer does not terminate this Agreement during the Study Period, the matter shall be a Permitted Encumbrance. All Encumbrances that are shown on the Title Commitment, all Tenant Leases, all matters recorded in the land records on the Effective Date, and all matters that would be disclosed by an accurate survey of the Property, are collectively referred to as the "Permitted Encumbrances"; provided that the Permitted Encumbrances shall not include (i) any matter to which Buyer objected in writing and Seller shall cause Title Company which Owner agrees as described above in writing during the Study Period to deliver to Buyer a commitment for the Title Policy described in subsection remove, (bii) below (the “Title Commitment”)any mortgage, together with legible copies deed of all of the underlying documentation described in such Title Commitment. Seller shalltrust, include in the Property Information the most recent surveys of the properties that comprise the Property in Seller’s possessionmechanic's or materialman's *lien, custody or control (the “Surveys”). The cost to deliver the Title Commitment to the Buyer shall be split equally (50% / 50%) between Buyer and Seller. (a) At Closing, and as a condition thereof, Buyer shall receive an owner’s title insurance policy (the “Title Policy”) issued by Title Company, dated the day of Closing, with liability in the full amount of the Purchase Price, the form of which shall be an American Land Title Association Owner’s Policy, Standard Form B, 1992 (or other form preferred by Buyer or required or promulgated pursuant to applicable state insurance regulations), subject only to the Permitted Exceptions (defined below). The Title Policy may contain any endorsements requested by Buyer. (b) Prior to the expiration of the Due Diligence Period, Buyer shall review title to the Property as disclosed by the Title Commitment and the Surveys, and satisfy itself as to the availability from the Title Company of the Title Policy and all requested endorsement to such Title Policy. Buyer shall have the right, at its own cost and expense, to obtain an update of the Surveys or to secure new surveys at any time prior to the expiration of the Due Diligence Period. (c) Seller shall have no obligation to remove or cure title objections, except for (1) liens of an ascertainable amount lien created by SellerOwner, which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company with Buyer’s approval, (2iii) any exceptions or encumbrances to title which are created by Seller matter that Owner *creates after the date Effective Date in violation of this Agreement without Buyer’s consent, and (3) non-consensual liens which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company. In addition, Seller shall provide the Title Company with any affidavits, ALTA statements or personal undertakings (collectively, an “Owner’s Affidavit”), in form and substance reasonably acceptable to the Title Company, that will permit the Title Company to remove the standard “mechanics lien” and “GAP” exceptions and otherwise issue the Title Policy in the form required by BuyerAgreement.

Title Insurance. Buyer shall be under no obligation to purchase the Premises and other property hereunder from Seller unless Buyer can obtain from the Title Company as hereinafter designated in Paragraph 4 hereof, at Buyer's cost, a commitment and policy for satisfactory title insurance for the subject Premises and the results of a search (a) Following completion including copies of the 3rd party valuation instruments referenced in such search and affecting the Premises and personalty) of the Property, U.C.C. records of the Secretary of State of Arkansas and the U.C.C. records of the county in which the Premises is situated (the "Title Commitment"). Buyer shall obtain and Seller shall cause review the Commitment from the Title Company to deliver to Buyer a commitment for within thirty (30) days following the execution hereof. The Commitment shall identify the Premises and easements appurtenant thereto by the legal description(s) set forth on the Survey (as defined in Paragraph 2[a] above). The Title Policy described in subsection (b) below (the “Title Commitment”), together with Commitment shall be accompanied by legible copies of all of the underlying documentation described in such Title Commitmentexceptions to title referred to therein. Seller shall, include in the Property Information the most recent surveys of the properties that comprise the Property in Seller’s possession, custody or control (the “Surveys”). The cost hereby agrees to deliver the Title Commitment provide to the Buyer shall be split equally (50% / 50%) between Buyer and Seller. (a) At Closing, and as a condition thereof, Buyer shall receive an owner’s title insurance policy (the “Title Policy”) issued by Title Company, dated the day of Closing, with liability in the full amount of the Purchase Price, the form of which shall be an American Land Title Association Owner’s Policy, Standard Form B, 1992 (or other form preferred by Buyer or required or promulgated pursuant to applicable state insurance regulations), subject only to the Permitted Exceptions (defined below). The Title Policy may contain any endorsements requested by Buyer. (b) Prior to the expiration of the Due Diligence Period, Buyer shall review title to the Property as disclosed by the Title Commitment and the Surveys, and satisfy itself as to the availability from the Title Company any abstracts of title covering the Premises and/or any other form of title evidence it may have obtained, including any prior attorney's title opinion or any prior Buyer shall have a period of fifteen (15) days from receipt of the Title Policy Commitment, Survey and all requested endorsement the documents referred to therein, whichever is later, in which to review such items and to deliver to Seller in writing such objections as Buyer may have to the Title PolicyCommitment, Survey, or the other documents referred to therein. Any matters in the Title Commitment, or the documents referred to therein to which Buyer does not object within the fifteen (15) day period shall be deemed approved by Buyer and shall constitute "Permitted Exceptions" (herein so called). In the event Buyer does timely object to the Title Commitment, or the documents referred to therein as hereinbefore provided, then and in such event, Seller shall have the right, at its own cost but not the obligation, for a period of fifteen (15) days (the "Cure Period") following the receipt by Seller of Buyer's objections to attempt to cure such objections. In the event Seller fails or refuses to cure such objections within such Cure Period, then, and expensein such event, Buyer may either (i) waive such objections and proceed to obtain an update close; or (ii) terminate this Agreement, whereupon, in the latter event, the Deposit shall be refunded to Buyer by the Title Company and the parties hereto shall have no further rights or obligations hereunder except as may specifically survive under the express terms hereof. Buyer's election to cure or waive such objections or terminate this Agreement must be exercised within ten (10) business days following the expiration of the Surveys Cure Period, and Buyer's failure to exercise such election within the said ten (10) business day period shall be deemed a waiver of such objections by Buyer, in which event all such objections shall additionally be deemed "Permitted Exceptions". In the event the Title Commitment is due to expire prior to, on, or to secure new surveys at any time within then (10) days prior to the expiration date of such Title Commitment, Buyer may obtain an updated Title Commitment which shall be identical to the previously issued Title Commitment except with respect to its effective date. In the event any additional matters appear in the updated Title Commitment which were not contained in the original Title Commitment such matters shall automatically be deemed to be unacceptable to Buyer unless Buyer expressly accepts such additional matters. The Title Commitment must not contain any exceptions for liens, encumbrances, claims, easements or other matters that would adversely affect Buyer's intended use and operation of the Due Diligence Periodsubject Premises. (c) Seller shall have no obligation to remove or cure title objections, except for (1) liens of an ascertainable amount created by Seller, which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company with Buyer’s approval, (2) any exceptions or encumbrances to title which are created by Seller after the date of this Agreement without Buyer’s consent, and (3) non-consensual liens which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company. In addition, Seller shall provide the Title Company with any affidavits, ALTA statements or personal undertakings (collectively, an “Owner’s Affidavit”), in form and substance reasonably acceptable to the Title Company, that will permit the Title Company to remove the standard “mechanics lien” and “GAP” exceptions and otherwise issue the Title Policy in the form required by Buyer.

Title Insurance. Owners shall deliver to Optionee within fifteen (a15) Following completion days after the Option Exercise Date, a commitment (the “Commitment”) for an Owner’s Title Insurance Policy in the amount of the 3rd party valuation of the Property, Buyer and Seller shall cause Title Company to deliver to Buyer Purchase Price issued by a commitment for the Title Policy described in subsection (b) below title insurance company (the “Title CommitmentCompany”)) reasonably acceptable to Optionee, together with legible copies of all of documents identified on the underlying documentation described in such Title Commitment. Seller shall, include in Commitment as exceptions to the Property Information the most recent surveys of the properties that comprise the Property in Seller’s possession, custody or control (the “Surveys”)title. The cost Commitment shall fully describe the Real Property, name Optionee (or Optionee’s assignee of or under this Option) as the party to deliver be insured under the Owner’s Title Commitment Insurance Policy and commit to insure Optionee with indefeasible, good and marketable title to the Buyer shall be split equally (50% / 50%) between Buyer and Seller. (a) At Closing, and as a condition thereof, Buyer shall receive an owner’s title insurance policy (the “Title Policy”) issued by Title Company, dated the day of Closing, with liability Real Property in the full amount of the Purchase Price, the form free and clear of all liens, assessments, covenants, easements, restrictions and encumbrances of any nature whatsoever other than: (A) personal property taxes, general real estate taxes, and special assessments for public improvements (including any installments of such special assessments) that are not yet delinquent; and (B) such other exceptions to which Optionee has agreed in, or by application of, any provision in this Option. Whenever used in this Option, “Permitted Exceptions” shall be an American Land Title Association Owner’s Policy, Standard Form B, 1992 (or other form preferred by Buyer or required or promulgated pursuant to applicable state insurance regulations), subject only mean and refer to the Permitted Exceptions matters identified in clause (defined belowA) and (B) of this Section 13(iii). The Title Policy Commitment shall commit to issue, at Optionee’s sole cost, such endorsements as Optionee may contain select in its sole and absolute discretion. If Optionee has any endorsements requested by Buyer. (b) Prior objection to items disclosed in the expiration of the Due Diligence PeriodCommitment, Buyer shall review title to the Property as disclosed by the Title Commitment and the Surveys, and satisfy itself as to the availability from the Title Company of the Title Policy and all requested endorsement to such Title Policy. Buyer Optionee shall have the right, at its own cost and expense, to obtain an update of the Surveys or to secure new surveys at any time prior to the expiration of the Due Diligence Period. fifteen (c15) Seller shall have no obligation to remove or cure title objections, except for (1) liens of an ascertainable amount created by Seller, which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company with Buyer’s approval, (2) any exceptions or encumbrances to title which are created by Seller days after the date of delivery of the Commitment from Owners to Optionee to make written objections to Owners. If Optionee makes such objections, Owners shall use their collective best efforts to cure the same within thirty (30) days after receipt of such notification from Optionee (“Title Cure Period”). If the title defects noted by Optionee are not cured within the Title Cure Period, Optionee may, in its sole and absolute discretion, elect either to (X) terminate this Agreement without Buyer’s consentOption, (Y) waive such objections (the same then becoming Permitted Exceptions) and Close the Purchase Transaction, subject to any other right of Optionee to terminate this Option and the satisfaction of all other conditions required to be performed by Owners in this Option, or (Z) permit Owners additional time in which to cure such defects, and (3) non-consensual liens if necessary, extend the time in which liens Seller shall cause the Parties must Close the Purchase Transaction, provided that if Owners are unable to be released at cure the Closing or affirmatively insured over defects within the additional time provided by the Title Company. In additionOptionee, Seller shall provide the Title Company with any affidavits, ALTA statements or personal undertakings (collectively, an “Owner’s Affidavit”)Optionee may elect, in form its sole and substance reasonably acceptable absolute discretion, to the Title Company, that will permit the Title Company to remove the standard “mechanics lien” and “GAP” exceptions and otherwise issue the Title Policy in the form required by Buyerproceed under subsections (X) or (Y) of this Section 13(iii).

Title Insurance. (a) Following completion the execution and delivery of the 3rd party valuation of the Propertythis Agreement, Buyer and Seller shall at Buyer’s expense cause Title Company to deliver to Buyer a commitment for the Title Policy described in subsection (b) below (the “Title Commitment”), together with legible copies of all of the underlying documentation described in such Title Commitment. Seller shall, include in within two business days after the Property Information execution of this Agreement, deliver to Buyer the most recent surveys of the properties that comprise the Property in Seller’s possession, custody possession or control (the “Surveys”). The cost to deliver the Title Commitment to the Buyer shall be split equally (50% / 50%) between Buyer and Seller. (a) At Closing, and as a condition thereof, Buyer shall receive an owner’s title insurance policy (the “Title Policy”) issued by Title Company, dated the day of Closing, with liability in the full amount of the Purchase Price, the form of which shall be an American Land Title Association Owner’s Policy, Standard Form B, 1992 (or other form preferred by Buyer or required or promulgated pursuant to applicable state insurance regulations), subject only to the Permitted Exceptions (defined below). The Title Policy may contain any endorsements requested by Buyer. (b) Prior to the expiration of the Due Diligence Period, Buyer shall review title to the Property as disclosed by the Title Commitment and the Surveys, and satisfy itself as to the availability from the Title Company of the Title Policy and all requested endorsement to such Title Policy. Buyer shall have the right, at its own cost and expense, right to obtain an update of the Surveys or to secure new surveys at any time prior to the expiration of the Due Diligence Period. (c) Seller shall have no obligation to remove or cure title objections, except for (1) liens of an ascertainable amount created by Seller, which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company with Buyer’s approval, (2) any exceptions or encumbrances to title which are created by Seller after the date of this Agreement without Buyer’s consent, and (3) non-consensual liens which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company. In addition, Seller shall provide the Title Company with any affidavits, ALTA statements or personal undertakings (collectively, an “Owner’s Affidavit”), in form and substance reasonably acceptable to the Title Company, that will permit the Title Company to remove the standard “mechanics lien” and “GAP” exceptions and otherwise issue the Title Policy in the form required by Buyer.

Title Insurance. TAKE-OUT LENDER approves Lawyers Title Insurance Corporation (athe "Title Company") Following completion as the title insurance company that will insure the lien of TAKE-OUT LENDER's deed of trust upon the Real Property Collateral, with re-insurance being provided by the insurers, and in the percentages of liability, set forth on Exhibit A-1 hereto. TAKE-OUT LENDER approves the form of the 3rd party valuation of the Property, Buyer and Seller shall cause Title Company to deliver to Buyer a commitment for the Title Policy described in subsection (b) below (the “Title Commitment”), together with legible copies of all of the underlying documentation described in such Title Commitment. Seller shall, include in the Property Information the most recent surveys of the properties that comprise the Property in Seller’s possession, custody or control (the “Surveys”). The cost to deliver the Title Commitment to the Buyer shall be split equally (50% / 50%) between Buyer and Seller. (a) At Closing, and as a condition thereof, Buyer shall receive an owner’s title insurance policy or title commitment attached hereto as Exhibit A-2 and the endorsements attached hereto as Exhibit A-2 (i.e., subject to the third sentence of this Section 6, such endorsements constitute all endorsements that TAKE-OUT LENDER may require pursuant to clauses (ii) and (iv) of the second sentence of Paragraph 3.H. of the Take-Out Commitment) and, except for Objectionable Title Exceptions (as defined below), if any, approves the exceptions to title identified in Exhibit A-2 attached hereto and made a part hereof (as well as all Permitted Encumbrances (as defined in the Form Loan Agreement), which title insurance policy shall be updated and issued as of the date of the Take-Out Loan closing (the “Title Policy”"Take-Out Closing Date") issued by Title Company, dated and shall be in an amount that is not less than the day of Closing, with liability in the full principal amount of the Purchase PriceTake-Out Loan. Notwithstanding the foregoing, if, during the form period commencing on the date hereof and ending on the Take-Out Closing Date, (x) there shall occur a material adverse change in the financial condition of which any of the title insurers or reinsurers referenced in this Paragraph 6 and/or (y) it shall become unlawful for any such title insurer or reinsurer to issue the contemplated title insurance or reinsurance (in whole or part), then TAKE-OUT LENDER shall be an American Land Title Association Owner’s Policyentitled to replace such title insurer or reinsurer and/or the applicable title insurance or reinsurance, Standard Form Bas applicable, 1992 (with a title insurer or other form preferred by Buyer reinsurer or required title insurance or promulgated pursuant to applicable state insurance regulations)reinsurance, subject only to the Permitted Exceptions (defined below). The Title Policy may contain any endorsements requested by Buyer. (b) Prior to the expiration of the Due Diligence Periodas applicable, Buyer shall review title to the Property as disclosed by the Title Commitment and the Surveys, and satisfy itself as to the availability from the Title Company of the Title Policy and all requested endorsement to such Title Policy. Buyer shall have the right, at its own cost and expense, to obtain an update of the Surveys or to secure new surveys at any time prior to the expiration of the Due Diligence Period. (c) Seller shall have no obligation to remove or cure title objections, except for (1) liens of an ascertainable amount created by Seller, which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company with Buyer’s approval, (2) any exceptions or encumbrances to title which are created by Seller after the date of this Agreement without Buyer’s consent, and (3) non-consensual liens which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company. In addition, Seller shall provide the Title Company with any affidavits, ALTA statements or personal undertakings (collectively, an “Owner’s Affidavit”), in form and substance reasonably acceptable to TAKE-OUT LENDER. TAKE-OUT LENDER also hereby approves the Title Company, that will permit the Title Company to remove the standard “mechanics lien” and “GAP” exceptions and otherwise issue the Title Policy matters described in the form required by BuyerU.C.C. and other searches attached hereto as Exhibit A-3.

Title Insurance. (a) Following completion Purchaser and Assignee acknowledge receipt of the 3rd party valuation of the Property, Buyer and Seller shall cause Title Company to deliver to Buyer a commitment for the Title Policy described in subsection (b) below (the “Title Commitment”), together with legible copies of all of the underlying documentation described in such Title Commitment. Seller shall, include in for the Property Information the most recent surveys issuance of the properties that comprise the Property in Seller’s possession, custody or control (the “Surveys”). The cost to deliver the Title Commitment to the Buyer shall be split equally (50% / 50%) between Buyer and Seller. (a) At Closing, and as a condition thereof, Buyer shall receive an owner’s title insurance policy in an amount equal to the Purchase Price on an extended coverage ALTA Owner’s form insuring fee simple title to the Property (and including a non-imputation endorsement) (the “Title Policy”) issued by Title Company, dated the day of Closing, with liability in the full amount of the Purchase Price, the form of which shall be an American Land Title Association Owner’s Policy, Standard Form B, 1992 (or other form preferred by Buyer or required or promulgated pursuant to applicable state insurance regulations), subject only to the Permitted Exceptions (defined below). The Title Policy may contain any endorsements requested by Buyer. (b) Prior to the expiration of the Due Diligence Period, Buyer shall review title to the Property as disclosed by the Title Commitment and the Surveys, and satisfy itself as to the availability from the Title Company of the Title Policy and all requested endorsement to such Title Policy. Buyer shall have the rightSeller will, at its own Seller’s sole cost and expense, use commercially reasonable efforts to obtain an update cause all standard exceptions to be deleted from the Title Policy or modified as customary, and as reasonably acceptable to Purchaser, at the Closing, to the extent such exceptions are not Permitted Encumbrances and would reasonably be expected to have a material adverse effect on the ownership of, condition of title to, and/or access to and from the Property. Upon consummation of the Surveys Closing, the Property shall be subject to no Encumbrances other than the Permitted Encumbrances. Seller will execute and deliver or otherwise obtain such documents and instruments as the Title Company shall reasonably require to secure new surveys at issue the Title Policy, including the Title Affidavit and the Non-Imputation Affidavit, provided that in no event shall any time prior to such documents or instruments expand the expiration liability of Seller beyond the Due Diligence Periodrepresentations, warranties and covenants contained in Section 5.1. (c) If, at or prior to the Closing, the Title Commitment or any update thereto discloses judgments, bankruptcies or similar returns against persons or entities having names the same as or similar to that of Seller, the Company, and/or of any party making up Seller and/or the Company but which returns are not against Seller, the Company, or such party, Seller, on request, shall deliver to Purchaser and the Title Company affidavits to the effect that such judgments, bankruptcies or returns are not against Seller or any other party making up Seller, in form and substance sufficient to permit removal of same as exceptions in the Title Policy. (d) Seller shall have no obligation to remove or cure title objections, except for (1) liens of an ascertainable amount created by Sellerany Violations prior to Closing and Purchaser shall take the Property subject to Violations, which liens Seller Violations shall cause to be released at the Closing or affirmatively insured over by responsibility of the Title Company with Buyer’s approval, (2) any exceptions or encumbrances to title which are created by Seller after the date of this Agreement without Buyer’s consent, and (3) non-consensual liens which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company. In addition, Seller shall provide the Title Company with any affidavits, ALTA statements or personal undertakings (collectively, an “Owner’s Affidavit”), in form and substance reasonably acceptable Tenant pursuant to the Title Company, that will permit terms of the Title Company to remove the standard “mechanics lien” and “GAP” exceptions and otherwise issue the Title Policy in the form required by BuyerLease.

Title Insurance. Lender shall have received (ai) Following completion any "tie-in" or similar endorsement to each such Title Insurance Policy available with respect to any Title Insurance Policy insuring the Lien of any Mortgage encumbering an Additional Property delivered to Lender in connection with such Subsequent Advance and (ii) a Title Insurance Policy (or a marked, signed and redated commitment to issue such Title Insurance Policy) insuring the Lien of any Mortgage encumbering an Additional Property delivered to Lender in connection with such Subsequent Advance, issued by Lawyers Title Insurance Company or Commonwealth Land Title Insurance Company and dated as of the 3rd party valuation Subsequent Advance Closing Date, with reinsurance and direct access agreements reasonably acceptable to Lender, which reinsurance agreements shall not include any exception for creditors' rights if such exception may be omitted by the issuer of the Property, Buyer and Seller such reinsurance agreements. Such Title Insurance Policies shall cause Title Company to deliver to Buyer a commitment for the Title Policy described (1) provide coverage in subsection (b) below (the “Title Commitment”), together with legible copies of all of the underlying documentation described in such Title Commitment. Seller shall, include in the Property Information the most recent surveys of the properties that comprise the Property in Seller’s possession, custody or control (the “Surveys”). The cost to deliver the Title Commitment an amount equal to the Buyer shall be split equally (50% / 50%) between Buyer and Seller. (a) At Closing, and as a condition thereof, Buyer shall receive an owner’s title insurance policy (the “Title Policy”) issued by Title Company, dated the day of Closing, with liability in the full amount of the Purchase Price, the form of which shall be an American Land Title Association Owner’s Policy, Standard Form B, 1992 (or other form preferred by Buyer or required or promulgated pursuant to applicable state insurance regulations), subject only to the Permitted Exceptions (defined below). The Title Policy may contain any endorsements requested by Buyer. (b) Prior to the expiration Allocated Loan Amount of the Due Diligence Periodrelated Additional Property if the "tie-in" or similar endorsement described above is available, Buyer shall review title or, if such "tie-in" or similar endorsement is not available, in an amount equal to the Property as disclosed by the Title Commitment and the Surveys, and satisfy itself as to the availability from the Title Company one hundred twenty-five percent (125%) of the Title Policy and all requested endorsement to such Title Policy. Buyer shall have the right, at its own cost and expense, to obtain an update Allocated Loan Amount of the Surveys or to secure new surveys at any time prior to the expiration of the Due Diligence Period. (c) Seller shall have no obligation to remove or cure title objections, except for (1) liens of an ascertainable amount created by Seller, which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company with Buyer’s approvalapplicable Additional Property, (2) insure Lender that the relevant Mortgage creates a valid lien on such applicable Additional Property encumbered thereby of the requisite priority, free and clear of all exceptions from coverage other than Permitted Encumbrances and standard exceptions and exclusions from coverage (as modified by the terms of any exceptions or encumbrances to title which are created by Seller after the date of this Agreement without Buyer’s consentendorsements), (3) contain such legally available endorsements described on Exhibit R and such affirmative coverages as Lender may reasonably request, and (34) non-consensual liens which liens Seller name Lender, its successors and assigns, as the insured. Lender also shall cause to have received evidence that all premiums in respect of such endorsements, modifications and Title Insurance Policies have been paid or will be released at paid simultaneously with the Closing or affirmatively insured over by the Title Company. In addition, Seller shall provide the Title Company with any affidavits, ALTA statements or personal undertakings (collectively, an “Owner’s Affidavit”), in form and substance reasonably acceptable to the Title Company, that will permit the Title Company to remove the standard “mechanics lien” and “GAP” exceptions and otherwise issue the Title Policy in the form required by Buyerclosing of such Subsequent Advance.

Title Insurance. (a) Following completion of the 3rd party valuation of the Property, Buyer and Seller shall cause Title Company to deliver to Buyer a commitment for the Title Policy described in subsection (b) below (the “Title Commitment”), together with legible copies of all of the underlying documentation described in such Title Commitment. Seller shall, include in the Property Information the most recent surveys of the properties that comprise the Property in Seller’s possession, custody or control (the “Surveys”). The cost to deliver the Title Commitment to the Buyer shall be split equally (50% / 50%) between Buyer and Seller. (a) At Closing, and As soon as a condition thereof, Buyer shall receive an owner’s title insurance policy (the “Title Policy”) issued by Title Company, dated the day of Closing, with liability in the full amount of the Purchase Price, the form of which shall be an American Land Title Association Owner’s Policy, Standard Form B, 1992 (or other form preferred by Buyer or required or promulgated pursuant to applicable state insurance regulations), subject only to the Permitted Exceptions (defined below). The Title Policy may contain any endorsements requested by Buyer. (b) Prior to the expiration of the Due Diligence Period, Buyer shall review title to the Property as disclosed by the Title Commitment and the Surveys, and satisfy itself as to the availability from the Title Company of the Title Policy and all requested endorsement to such Title Policy. Buyer shall have the right, at its own cost and expense, to obtain an update of the Surveys or to secure new surveys at any time prior to the expiration of the Due Diligence Period. (c) Seller shall have no obligation to remove or cure title objections, except for (1) liens of an ascertainable amount created by Seller, which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company with Buyer’s approval, (2) any exceptions or encumbrances to title which are created by Seller reasonably possible after the date of this Agreement without Agreement, Seller will provide Buyer with a preliminary commitment for title insurance with standard coverage issued by Transnation Title Insurance Company, with copies of all exceptions set forth therein. Buyer shall notify Seller of (i) its disapproval of any exception shown in the preliminary commitment (other than Permitted Exceptions) within fifteen (15) days after Buyer’s consent's receipt of the preliminary commitment or Buyer shall be deemed to have waived its right to disapprove such exceptions, and (3ii) non-consensual liens which liens Seller shall cause any required endorsements to the title policy to be released at issued pursuant hereto. If, within ten (10) days after the receipt of such notice Seller has not removed or given reasonable written assurances to Buyer that such disapproved exception(s) will be removed on or before closing, Buyer may, within ten (10) days thereafter, elect to terminate this Agreement by giving notice of such termination to Seller, but if no such notice is given, Buyer shall be deemed to have waived such defects and shall purchase the Property on the remaining terms hereof. The time period for approval of exceptions to title shall be extended by any period of delay in delivering an ALTA survey of the Property pursuant to which Buyer will be able to locate any easements or encroachments onto the Property. If Buyer terminates this Agreement pursuant to this paragraph, Seller or Closing Agent shall refund the Deposit and accrued interest and all rights and obligations of Seller and Buyer under this Agreement shall terminate and be of no further force or affirmatively insured over effect. Notwithstanding the foregoing, if Seller cannot remove any disapproved exception by the Title Companytermination date, or if removal would require payment of more than the cash proceeds available to Seller from, this sale at Closing, this Agreement shall terminate and be of no further force or effect, and the Deposit and interest shall be refunded to Buyer; provided, however, that Buyer may elect to waive such disapproved exception(s) , which shall thereupon become Permitted Exceptions, and close on the remaining terms. In additionEncumbrances to be discharged by Seller may be paid out of the Purchase Price at Closing. As soon as available after Closing, Seller shall will provide to Buyer a policy of title insurance with the Title Company with any affidavits, ALTA statements or personal undertakings (collectively, an “Owner’s Affidavit”), in form and substance reasonably acceptable to the Title Company, that will permit the Title Company to remove the standard “mechanics lien” and “GAP” exceptions and otherwise issue the Title Policy in the form endorsements required by Buyer, pursuant to the preliminary commitment, dated as of the Closing Date and insuring Buyer in the amount of the Purchase Price against lost or damage by reason of defect in Buyer's title to the Property, subject only to (i) the printed exclusions and general exceptions appearing in the policy form, (ii) any Permitted Exceptions, (iii) the exceptions specified in the preliminary title report that Buyer has not disapproved of as provided herein, and (iv) real property taxes and assessments that are not delinquent.

Title Insurance. The Purchaser shall have obtained, in preparation for Closing, at the Purchaser's cost and expense, a commitment for an ALTA Owner's Title Insurance, Form B-1970, for each parcel of TBI Real Property (the "Title Commitments"), issued by First American Title Insurance Company (the "Title Insurer"), in such amount as the Purchaser determines to be the fair market value (including all improvements thereon), insuring the Purchaser's interest in such parcel as of Closing. The Purchaser shall have obtained at the time of delivery of the Title Commitments, copies of all documents of record referred to therein. The Purchaser will have obtained title insurance policies ("Title Policies") on or before the Closing, from the Title Insurer based upon the Title Commitments. The Company will deliver to the Title Insurer all customary affidavits, undertakings and other title clearance documents necessary to issue the Title Policies and endorsements thereto. Each such Title Policy will be dated as of the date of closing and (a) Following completion insure title to the applicable parcels of the 3rd party valuation of the Propertyreal estate and all recorded easements benefitting such parcels, Buyer and Seller shall cause Title Company to deliver to Buyer a commitment for the Title Policy described in subsection (b) below contain an "extended coverage endorsement" insuring over the general exceptions contained customarily in such policies, (the “Title Commitment”c) contain an ALTA Zoning Endorsement 3.1, with parking (or equivalent), together with legible copies of all of (d) contain an endorsement insuring that the underlying documentation parcel described in such Title Commitment. Seller shallPolicy is the parcel shown on the survey delivered with respect to such parcel and a survey accuracy endorsement, include in (e) contain an endorsement insuring that each street adjacent to such parcel is a public street and that there is direct and unencumbered pedestrian and vehicular access to such street from such parcel, (f) if the Property Information the most recent surveys real estate covered by such policy consists of more than one record parcel, contain a "contiguity" endorsement insuring that all of the properties that comprise record parcels are contiguous to one another, (g) contain a non-imputation endorsement, (h) contain a tax number endorsement and (i) contain such other endorsements as the Property in Seller’s possessionPurchaser and Purchaser's lender, custody or control (if any, may reasonably request. Notwithstanding the “Surveys”). The cost to deliver the Title Commitment to the Buyer shall be split equally (50% / 50%) between Buyer and Seller. (a) At Closing, and as a condition thereof, Buyer shall receive an owner’s title insurance policy (the “Title Policy”) issued by Title Company, dated the day of Closing, with liability in the full amount of the Purchase Priceforegoing, the form of which shall be an American Land Title Association Owner’s Policy, Standard Form B, 1992 (or other form preferred by Buyer or required or promulgated Purchaser acknowledges that the endorsements pursuant to applicable state insurance regulationssubsection (b), subject only to the Permitted Exceptions (defined below). The Title Policy may contain any endorsements requested by Buyer. (b) Prior to the expiration of the Due Diligence Period, Buyer shall review title to the Property as disclosed by the Title Commitment and the Surveys, and satisfy itself as to the availability from the Title Company of the Title Policy and all requested endorsement to such Title Policy. Buyer shall have the right, at its own cost and expense, to obtain an update of the Surveys or to secure new surveys at any time prior to the expiration of the Due Diligence Period. (c) Seller shall have no obligation to remove or cure title objections, except for (1) liens of an ascertainable amount created by Seller, which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company with Buyer’s approval), (2d), (e), (f) any exceptions or encumbrances to title which are created by Seller after the date of this Agreement without Buyer’s consent, and (3) non-consensual liens which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company. In addition, Seller shall provide the Title Company with any affidavits, ALTA statements or personal undertakings (collectively, an “Owner’s Affidavit”), the "Post-Closing Endorsements") will be issued on a post-closing basis in form and substance reasonably acceptable to connection with the Title Company, that will permit the Title Company to remove the standard “mechanics lien” and “GAP” exceptions and otherwise issue the Title Policy in the form required by BuyerSurveys.

Title Insurance. (a) Following completion Not less than five (5) days prior to Closing, FOUNTAIN, at ANCHOR's expense, shall deliver to ANCHOR a title commitment (hereinafter "Title Commitment") of the 3rd party valuation Property as of a current date, issued by a title company (hereinafter "Title Company) chosen by FOUNTAIN and reasonably acceptable to ANCHOR. If the Title Commitment discloses encumbrances or exceptions to title other than the Permitted Exceptions (such other exceptions being referred to as "Unpermitted Exceptions"), FOUNTAIN, at its sole cost and expense, shall use its best efforts to cause the Unpermitted Exceptions to be removed from the Title Commitment prior to the Closing; provided, however, that except for the lien of any mortgage or other encumbrance which may be removed by the payment of an ascertainable sum (which, except for the Debt, shall be removed by the Closing), FOUNTAIN shall not be required to expend more than $5,000.00 to remove any Unpermitted Exceptions. (b) If the Unpermitted Exceptions, if any, have not been so removed prior to the Closing, ANCHOR, at its sole option and upon written notice to FOUNTAIN, may elect to: (i) terminate 4 the Agreement with respect to the Property and receive a refund of Earn▇▇▇ ▇▇▇ey and thereupon ANCHOR and FOUNTAIN shall be released as to one another of all further obligations under this Agreement; or (ii) accept the conveyance of the Property, Buyer and Seller shall cause Title Company to deliver to Buyer a commitment for the Title Policy described in subsection (b) below (the “Title Commitment”), together with legible copies of all of the underlying documentation described in such Title Commitment. Seller shall, include in the Property Information the most recent surveys of the properties that comprise the Property in Seller’s possession, custody or control (the “Surveys”). The cost to deliver the Title Commitment to the Buyer shall be split equally (50% / 50%) between Buyer and Seller. (ac) At ClosingFOUNTAIN, at ANCHOR's expense, shall furnish to ANCHOR, and the consummation of a Closing shall be conditioned upon the issuance to ANCHOR by the Title Company of, an ALTA Owner's Title Insurance Policy Form B (1970, as a condition thereof, Buyer shall receive an owner’s title insurance policy amended) (the “hereinafter "Title Policy”") issued by Title Company, dated the day of Closing, with liability in the full amount of the Purchase Price, insuring good and marketable fee simple title to the form of which shall be an American Land Title Association Owner’s Policy, Standard Form B, 1992 (or other form preferred by Buyer or required or promulgated pursuant to applicable state insurance regulations)Property in ANCHOR, subject only to the Permitted Exceptions (defined below). The Title Policy may contain any endorsements requested by Buyer. (b) Prior to the expiration of the Due Diligence Period, Buyer shall review title to the Property as disclosed by the Title Commitment and the Surveysexceptions, and satisfy itself as to the availability from the Title Company of the Title Policy and all requested endorsement to such Title Policy. Buyer shall have the right, at its own cost and expense, to obtain an update of the Surveys or to secure new surveys at any time prior to the expiration of the Due Diligence Period. (c) Seller shall have no obligation to remove or cure title objections, except for (1) liens of an ascertainable amount created by Sellerif any, which liens Seller shall cause ANCHOR has agreed to be released at the Closing or affirmatively insured over by the Title Company with Buyer’s approval, (2) any exceptions or encumbrances to title which are created by Seller after the date of this Agreement without Buyer’s consent, and (3) non-consensual liens which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company. In addition, Seller shall provide the Title Company with any affidavits, ALTA statements or personal undertakings (collectively, an “Owner’s Affidavit”), in form and substance reasonably acceptable to the Title Company, that will permit the Title Company to remove the standard “mechanics lien” and “GAP” exceptions and otherwise issue the Title Policy in the form required by Buyeraccept.

Title Insurance. (a) Following completion of the 3rd party valuation of the Property, Buyer and Seller shall cause Title Company to deliver to Buyer a commitment for the Title Policy described in subsection (b) below (the “Title Commitment”), together with legible copies of all of the underlying documentation described in such Title Commitment. Seller shall, include in the Property Information the most recent surveys of the properties that comprise the Property in Seller’s possession, custody or control (the “Surveys”). The cost to deliver the Title Commitment to the Buyer shall be split equally (50% / 50%) between Buyer and Seller. (a) At Closing, and as a condition thereof, Buyer shall receive an owner’s title insurance policy (the “Title Policy”) issued by Title Company, dated the day of Closing, with liability in the full amount of the Purchase Price, the form of which shall be an American Land Title Association Owner’s Policy, Standard Form B, 1992 (or other form preferred by Buyer or required or promulgated pursuant to applicable state insurance regulations), subject only to the Permitted Exceptions (defined below). The Title Policy may contain any endorsements requested by Buyer. (b) Prior to the expiration of the Due Diligence PeriodClosing Date, Buyer shall review title to the Property as disclosed by the Title Commitment and the Surveys, and satisfy itself as to the availability from the Title Company of the Title Policy and all requested endorsement to such Title Policy. Buyer shall have the rightPurchaser may obtain, at its own cost and expense, title insurance commitments agreeing to obtain issue to Purchaser standard form lessee's policies of title insurance with respect to all Leased Real Property, together with a copy of each document to which reference is made in such commitments. For all Leased Real Property, such policies shall be the currently effective standard ALTA Form leasehold owner's policies and in such amounts as such shall be reasonably acceptable to Purchaser. All policies shall insure title in full accordance with the representations and warranties set forth herein and shall be subject only to such conditions and exceptions as shall be reasonably acceptable to Purchaser, and shall contain such endorsements as Purchaser shall reasonably request (including, but not limited to and to the extent available, an update endorsement over rights of creditors, a "gap" endorsement, an access endorsement, a zoning 3.1 endorsement, a comprehensive endorsement, a tax parcel endorsement and a non-imputation endorsement, if requested by Purchaser or Purchaser's lender). If any such title insurance commitment reflects any defect in title which could adversely impact the use or operation of the Surveys Leased Real Property or Company's facilities or stores located thereon, then Purchaser shall so advise Primary Shareholders. Purchaser and Primary Shareholders shall then cooperate in good faith to secure new surveys at any time mutually resolve each such defect to the mutual satisfaction of both parties. If the parties cannot reach a mutual resolution of all such defects prior to the expiration Closing Date and the aggregate amount required to cure all such defects is less than $50,000 and Purchaser still insists on curing such defects, then Primary Shareholders and Purchaser shall each bear one-half of the Due Diligence Period. (c) Seller cost to cure all of such defects. If the parties cannot reach a mutual resolution of all such defects prior to the Closing Date and the aggregate amount required to cure all such defects is $50,000 or more, then Purchaser shall have no obligation to remove or cure title objections, except for the option of either: (1i) liens of an ascertainable amount created by Seller, which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company with Buyer’s approval, (2) any exceptions or encumbrances to title which are created by Seller after the date of terminating this Agreement without Buyer’s consent, obligation or liability to Sellers or Company pursuant to Section 10.1.5 or (ii) closing the transactions contemplated herein and (3) submitting the dispute to arbitration for final and binding resolution pursuant to Article XI and the non-consensual liens which liens Seller prevailing party shall cause to be released at the Closing or affirmatively insured over by the Title Company. In additionpay all costs and expenses of such arbitration and, Seller shall provide the Title Company with any affidavits, ALTA statements or personal undertakings (collectively, an “Owner’s Affidavit”), in form and substance reasonably acceptable to the Title Company, that will permit the Title Company to remove the standard “mechanics lien” and “GAP” exceptions and otherwise issue the Title Policy in the form if required by Buyersuch arbitration proceeding, all costs and expenses of curing all such defects.

Title Insurance. Seller shall, within sixty (a60) Following completion days after the execution of this Agreement, at its expense, (i) commission a qualified title company to prepare and provide to Purchaser commitments for ALTA title insurance policies ("Title Commitments") with respect to the 3rd party valuation of the PropertyReal Property and leased Primary Tower Sites, Buyer and Seller shall cause provide a copy of each Title Company Commitment to deliver to Buyer a commitment for the Title Policy described in subsection (b) below (the “Title Commitment”)Purchaser, together with legible complete copies of all documents relating to the title exceptions referred to in each Title Commitment, and (ii) commission a qualified surveyor (licensed in the states where the Real Property or each leased Primary Tower Site is located) to prepare and provide to Purchaser surveys ("Surveys") of the underlying documentation described in such Real Property and the leased Primary Tower Sites depicting the location of all title exceptions. Purchaser shall have the right to disapprove of any title exceptions (whether or not disclosed on any Title Commitment) which in Purchaser's reasonable discretion have an adverse impact on the Real Property or any leased Primary Tower Site or the Purchaser's intended use thereof and Purchaser shall notify Seller of any such disapproval within fifteen (15) days after receipt of both the Title Commitments and Surveys by Purchaser. Seller shall, include All title exceptions set forth in the Property Information the most recent surveys of the properties that comprise the Property in Seller’s possession, custody Title Commitments and any supplemental reports or control (the “Surveys”). The cost updates to deliver the Title Commitment to Commitments and not disapproved by Purchaser within the Buyer time period provided herein shall be split equally (50% / 50%) between Buyer and Sellerconstitute "Permitted Title Exceptions. (a) At Closing, and as a condition thereof, Buyer shall receive an owner’s title insurance policy (the “Title Policy”) issued by Title Company, dated the day of Closing, with liability in the full amount of the Purchase Price, the form of which shall be an American Land Title Association Owner’s Policy, Standard Form B, 1992 (or other form preferred by Buyer or required or promulgated pursuant to applicable state insurance regulations), subject only to the Permitted Exceptions (defined below). The Title Policy may contain any endorsements requested by Buyer. (b) " Prior to the expiration of the Due Diligence PeriodClosing, Buyer shall review title to the Property as disclosed by the Title Commitment and the Surveys, and satisfy itself as to the availability from the Title Company of the Title Policy and all requested endorsement to such Title Policy. Buyer shall have the rightSeller may , at its own cost and expense, remove or cause to be removed all disapproved exceptions relating to the Real Property or any leased Primary Tower Site (the "Disapproved Matters") or, in the alternative, obtain an update title insurance in a form satisfactory to Purchaser insuring against the effect of the Surveys or such Disapproved Matters; provided that Seller shall not be obligated to secure new surveys spend more than Five Million Dollars ($5,000,000) at any time prior to the expiration of the Due Diligence Period. one (c1) Seller shall have no obligation site in its attempt to remove or cure title objectionsinsure over any such Disapproved Matters (other than monetary liens and encumbrances which Seller shall be required to remove regardless of amount thereof). Seller shall notify Purchaser within ten (10) days after receipt of the notice of Disapproved Matters whether it intends to remove the same. If Seller is unable to remove or endorse over any such Disapproved Matters, except for or if Seller exercises its right not to remove one or more Disapproved Matters (because Seller would be required to spend more than Five Million Dollars ($5,000,000) at such site) or if Seller does not provide an alternative tower site with comparable signal coverage and without a gap in signal coverage, Purchaser may elect (i) to terminate this Agreement or (ii) to waive such Disapproved Matters (such Disapproved Matters shall then be deemed to be Permitted Title Exceptions), in which event Purchaser shall receive a credit at the Closing in the amount, if any, by which Five Million Dollars ($5,000,000) at any one (1) liens site exceeds the amount paid by Seller (with the approval of an ascertainable amount created by SellerPurchaser, which liens Seller approval shall cause not be unreasonably withheld) with respect to be released such site to third parties in connection with removing or endorsing over the Disapproved Matters at such site, to compensate Purchaser for the Closing reduction in value of such Real Property or affirmatively insured over by the Title Company with Buyer’s approval, (2) any exceptions or encumbrances to title which are created by Seller after the date of this Agreement without Buyer’s consent, and (3) non-consensual liens which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company. In addition, Seller shall provide the Title Company with any affidavits, ALTA statements or personal undertakings (collectively, an “Owner’s Affidavit”), in form and substance reasonably acceptable to the Title Company, that will permit the Title Company to remove the standard “mechanics lien” and “GAP” exceptions and otherwise issue the Title Policy in the form required by Buyerleased Primary Tower Site resulting from such Disapproved Matters.

Title Insurance. (a) Following completion Purchaser acknowledges receipt of the 3rd party valuation of the Property, Buyer and Seller shall cause Title Company to deliver to Buyer a current commitment for the an ALTA Owner’s Title Insurance Policy described in subsection (b) below (the “Title Commitment”), together with legible copies of all of the underlying documentation described in such issued by Chicago Title Commitment. Seller shall, include in the Property Information the most recent surveys of the properties that comprise the Property in Seller’s possession, custody or control Insurance Company (the “SurveysTitle Insurer”). The cost to deliver At Closing, Purchaser shall cause the Title Commitment to the Buyer shall be split equally (50% / 50%) between Buyer and Seller. (a) At Closing, and as a condition thereof, Buyer shall receive updated for purposes of issuance of an ownerALTA Owner’s title insurance policy Policy of Title Insurance (the “Title Owner’s Policy”) issued by insuring fee simple title to the Real Property and the Improvements. Purchaser may request that Title CompanyInsurer issue, dated but Seller shall have no obligation to pay for or to cause Title Insurer to issue, any available endorsements to the day of Closing, with liability in the full amount of the Purchase Price, the form of which shall be an American Land Title Association Owner’s Policy. Upon issuance, Standard Form Bthe Owner’s Policy will except from coverage only (i) the general exceptions (unless Purchaser obtains coverage over the general exceptions), 1992 (or other form preferred by Buyer or required or promulgated ii) those exceptions which are more fully described on attached Exhibit E and (iii) exceptions which become Permitted Exceptions pursuant to applicable state insurance regulations)Section 3.3 (collectively, subject only to the “Permitted Exceptions (defined belowExceptions”). The Title Policy Except as permitted under this Agreement, no additional encumbrances may contain any endorsements requested by Buyer. (b) Prior to the expiration of the Due Diligence Period, Buyer shall review title to be created on the Property as disclosed by Seller after the Effective Date without the prior consent of Purchaser, which consent may not be unreasonably withheld, conditioned, or delayed. 22043518.5 -3- 3.2 Survey. Purchaser acknowledges receipt of an ALTA/ACSM Land Title Commitment Survey dated November 11, 2014 and the Surveys, and satisfy itself as to the availability from the Title prepared by Engineering Service Company of the Title Policy and all requested endorsement to such Title PolicyReal Property (the “Existing Survey”). Buyer shall have the rightPurchaser has ordered, at its own cost and Purchaser’s sole expense, to obtain an update updated survey of the Surveys Real Property (the “Updated Survey”) prepared by the surveyor who provided the Existing Survey. Purchaser shall deliver the Updated Survey to Seller and Title Insurer on or before the date that is two (2) business days following Purchaser’s receipt thereof; provided, however, notwithstanding anything to secure new surveys at any time the contrary contained in this Section 3, Purchaser’s failure to deliver to Seller an Updated Survey prior to the expiration of the Due Diligence Period. (c) Seller Title Review Period shall have no obligation to remove or cure title objections, except for (1) liens of an ascertainable amount created by Seller, which liens Seller shall cause be conclusively deemed to be released at Purchaser’s waiver of its right to object to any condition shown on the Closing or affirmatively insured over by the Title Company with Buyer’s approval, (2) any exceptions or encumbrances to title which are created by Seller after the date of this Agreement without Buyer’s consent, and (3) non-consensual liens which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company. In addition, Seller shall provide the Title Company with any affidavits, ALTA statements or personal undertakings (collectively, an “Owner’s Affidavit”), in form and substance reasonably acceptable Updated Survey as permitted pursuant to the Title Company, that will permit the Title Company to remove the standard “mechanics lien” and “GAP” exceptions and otherwise issue the Title Policy in the form required by Buyerterms of Section 3.3 below.

Title Insurance. (a) Following completion As a condition of the 3rd party valuation Buyer's obligation to close Escrow, Westland Title Agency of the Property, Buyer and Seller shall cause Arizona Title Company shall be prepared to deliver issue to Buyer a commitment for issue its standard coverage owner's policy of title insurance, insuring fee title to the Title Policy described in subsection (b) below (the “Title Commitment”), together with legible copies of all of the underlying documentation described in such Title Commitment. Seller shall, include Real Property in the Property Information the most recent surveys of the properties that comprise the Property in Seller’s possession, custody or control (the “Surveys”). The cost to deliver the Title Commitment to the Buyer shall be split equally (50% / 50%) between Buyer and Seller. (a) At Closing, and as a condition thereof, Buyer shall receive an owner’s title insurance policy (the “Title Policy”) issued by Title Company, dated the day of Closing, with liability in the full amount of the Purchase Price, the form free and clear of which shall be an American Land Title Association Owner’s Policy, Standard Form B, 1992 (or other form preferred by Buyer or required or promulgated pursuant to applicable state insurance regulations)all liens and encumbrances, subject only to the Permitted Exceptions standard exceptions in the policy and to matters in Schedule B of the Preliminary Title Report to be prepared by the Title Agency and approved as follows: Seller shall cause (defined below)1) an ATLA boundary survey of the Real Property (the "Survey") to be delivered to Buyer before the Close of Escrow and (2) Title Agency to deliver to Seller and Buyer a title commitment for the Real Property (the "Title Commitment") together with all Schedule B documents. The Title Policy may contain any endorsements requested by Buyer. Buyer shall advise Seller within five (b5) Prior days of receipt of each such item which Survey items or exceptions to the expiration Title Commitment, if any, will not be accepted by the Buyer. If Buyer fails to give Seller notice of any objections to the Due Diligence PeriodTitle Commitment or the Survey within such period, Buyer shall review be deemed to have accepted and approved the condition of the Survey and the title as reflected in the Title Commitment. Seller shall have five (5) days after receipt of Buyer's objections, if any, to the Property as disclosed by give Buyer notice: (i) that Seller will remove any objectionable exceptions from the Title Commitment and provide Buyer with evidence satisfactory to Buyer of such removal, or provide Buyer with evidence satisfactory to Buyer that the Surveys, and satisfy itself as exceptions will be removed prior to the availability Close of Escrow, or (ii) that Seller elects not to cause such exception to be removed. If Seller fails to give notice to Buyer within such period, Seller will be deemed to have given notice to Buyer under clause (ii) on the fifth (5th) day after Seller's notice of objection. If Seller gives or is deemed to have given notice under clause (ii), Buyer shall have five (5) days to proceed with the purchase and take the Real Property subject to the exceptions with no reduction in the Purchase Price or to terminate this Agreement. If Buyer fails to give notice of its election within five (5) days, then Buyer shall be deemed to have elected to terminate this Agreement. If Seller gives notice pursuant to clause (i), but fails to remove the objectionable title exception from the Title Company of the Title Policy and all requested endorsement to such Title Policy. Buyer shall have the right, at its own cost and expense, to obtain an update of the Surveys or to secure new surveys at any time Commitment prior to the expiration Close of the Due Diligence Period. (c) Seller shall have no obligation to remove or cure title objections, except for (1) liens of an ascertainable amount created by Seller, which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company with Buyer’s approval, (2) any exceptions or encumbrances to title which are created by Seller after the date of this Agreement without Buyer’s consentEscrow, and (3) non-consensual liens which liens Seller the Buyer is unwilling to take title subject thereto, then Buyer may elect to terminate this Agreement, and the Earnest Money, togethe▇ ▇▇▇▇ any interest accrued thereon, shall cause be repaid to Buyer, and the parties shall be released at the Closing or affirmatively insured over by the Title Company. In addition, Seller shall provide the Title Company with any affidavits, ALTA statements or personal undertakings (collectively, an “Owner’s Affidavit”), in form and substance reasonably acceptable to the Title Company, that will permit the Title Company to remove the standard “mechanics lien” and “GAP” exceptions and otherwise issue the Title Policy in the form required by Buyerexcused from further performance hereunder.

Title Insurance. (a) Following completion of Prior to the 3rd party valuation of Closing, Seller and the Property, Company shall reasonably cooperate with Buyer and Seller shall cause Title Company to deliver to Buyer a commitment obtain (i) one or more commitments for the Title Policy described in subsection (b) below title insurance (the “Title Commitment”), together with legible issued by the title company that previously issued title insurance for the Owned Real Property or another title insurance company selected by Buyer, for the issuance of the Title Policy and (ii) an ALTA/ACSM Land Title Survey in a form satisfying the requirements of the Financing (the “Survey”) of the Owned Real Property and the Material Ground Leased Property, and shall cause a copy of the Title Commitment and Survey to be delivered to Seller as soon as reasonably practicable after the Signing Date, but in any case within 90 days after the Signing Date and not less than 30 days prior to the Closing Date. The Title Commitment shall list as exceptions all Encumbrances and other exceptions to title affecting title to the Owned Real Property or the Material Ground Leased Property (collectively, the “Title Exceptions”) and include copies of all instruments creating such Title Exceptions. Buyer shall bear the cost and expense of the underlying documentation described in such Title Commitment. Seller shall, include in the Property Information the most recent surveys of the properties that comprise the Property in Seller’s possession, custody or control (the “Surveys”). The cost to deliver the Title Commitment to the Buyer shall be split equally (50% / 50%) between Buyer and Seller. (a) At Closing, and as a condition thereof, Buyer shall receive an owner’s title insurance policy (the “Title Policy”) issued by Title Company, dated the day of Closing, with liability in the full amount of the Purchase Price, the form of which shall be an American Land Title Association Owner’s Policy, Standard Form B, 1992 (or other form preferred by Buyer or required or promulgated pursuant to applicable state insurance regulations), subject only to the Permitted Exceptions (defined below). The Title Policy may contain and Survey, including any endorsements requested by Buyercancellation fees resulting from termination of this Agreement. (b) Prior to the expiration of the Due Diligence Period, Buyer shall review title to the Property as disclosed by the Title Commitment and Survey, including copies of all instruments creating Title Exceptions in the SurveysTitle Commitments. Within twenty (20) days after receiving the Title Commitment and Survey, Buyer shall provide Seller with a written notice of objection to (i) any Title Exception that is not a Permitted Encumbrance and (ii) any Title Exception disclosed on the Survey, regardless of whether a Permitted Encumbrance, if such Permitted Encumbrance would materially detract from the use, operation or financeability of the Owned Real Property or the Material Ground Leased Property or cause additional exceptions to be taken with respect to the coverage provided under the Owner Title Policy or the Lender Title Policy for the Financing (including the endorsements thereto) (each, a “Title Objection”), and Seller may at its option and in its sole and absolute discretion elect to attempt to cure, remove or otherwise satisfy itself any such Title Objections. Seller shall be required, as a condition to Buyer’s obligation to proceed to the availability Closing, (i) to remove or have removed from title all Encumbrances other than Permitted Encumbrances, including any Encumbrances evidencing or securing any Indebtedness on the Owned Real Property and (ii) to deliver to the title company issuing the Title Company Policy such affidavits, certificates, consents or other evidence of authority as such title company may require as a condition to the issuance of the Title Policy Policy. If considered reasonably necessary or desirable by Buyer in connection with the Financing and all requested endorsement by Buyer in writing prior to Closing, Seller will (i) use commercially reasonable efforts to obtain as soon as reasonably practicable (provided that obtaining such order shall not be required to be completed before Closing, or to satisfy any of the conditions to Closing set forth in Section 8.02) a final and nonappealable order of a court of competent jurisdiction vacating the condominium plat and declarations with respect to that part of the Owned Real Property currently subject to that certain Declaration of Covenants, Conditions and Restrictions, as amended, of the Windjammer Condominium, and vesting fee simple title to such Owned Real Property in the Company or the Company Subsidiaries and (ii) provide such affidavits, certificates or indemnities as such title company may require in order to remove as Title Policy. Buyer shall have Exceptions under the right, at its own cost and expense, to obtain Title Policy (A) all Permitted Encumbrances identified with an update asterisk (“*”) on Section 1.01(a) of the Surveys Disclosure Schedules and (B) any other Mechanics’ Liens with respect to work performed or to secure new surveys at any time materials supplied prior to the expiration of the Due Diligence PeriodClosing Date, regardless whether such Mechanics’ Liens are Permitted Encumbrances. (c) In the event Seller is unable or unwilling to cure any such Title Objection at or prior to the Closing, Buyer shall have no obligation the right to remove or cure title objections, except for (1) liens of an ascertainable amount created by Seller, which liens Seller shall cause to be released at the Closing or affirmatively insured close over by the Title Company with Objection(s) and, at Buyer’s approvaloption, (2) seek indemnification against Seller for all Losses related to resolving any exceptions or encumbrances to title which are created by Seller after the date of this Agreement without Buyer’s consent, and (3) non-consensual liens which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company. In addition, Seller shall provide the Title Company with any affidavits, ALTA statements or personal undertakings (collectively, an “Owner’s Affidavit”Objection(s), in form and substance reasonably acceptable to the Title Company, that will permit the Title Company to remove the standard “mechanics lien” and “GAP” exceptions and otherwise issue the Title Policy in the form required by Buyer.

Title Insurance. (a) Following completion Promptly after the opening of the 3rd party valuation of the PropertyEscrow, Buyer --------------- Escrow Holder shall order and Seller shall cause Title Company to deliver to Buyer a commitment for current preliminary title report ("Title Reports") on each of the Title Policy described in subsection (b) below (Owned Properties and the “Title Commitment”)Leased Properties, together with legible copies of all documents underlying any exceptions (the "Exceptions") shown thereon, and a map of the underlying documentation described in such Title Commitmentencroachments, easements, dedications and rights of way thereon. Seller shall, include in the Property Information the most recent surveys of the properties that comprise the Property in Seller’s possession, custody or control (the “Surveys”). The cost to deliver the Title Commitment to the Buyer shall be split equally have ten (50% / 50%10) between Buyer and Seller. (a) At Closing, and as a condition thereof, Buyer shall receive an owner’s title insurance policy (the “Title Policy”) issued by Title Company, dated the day of Closing, with liability in the full amount of the Purchase Price, the form of which shall be an American Land Title Association Owner’s Policy, Standard Form B, 1992 (or other form preferred by Buyer or required or promulgated pursuant to applicable state insurance regulations), subject only to the Permitted Exceptions (defined below). The Title Policy may contain any endorsements requested by Buyer. (b) Prior to the expiration of the Due Diligence Period, Buyer shall review title to the Property as disclosed by the Title Commitment and the Surveys, and satisfy itself as to the availability from the Title Company days after receipt of the Title Policy Reports and all requested endorsement underlying documents within which to such give notice to Seller of Buyer's approval of the Title PolicyReports or disapproval of any of the Exceptions. Buyer Buyer's failure to give any notice within the time limit shall be deemed approval of the Title Reports. Seller then shall have the right, at its own cost and expensebut not the obligation, to obtain an update elect to remove any disapproved Exceptions within ten (10) days after Buyer's notice of disapproval (the "Title Cure Period"). If Seller gives notice within the Title Cure Period that Seller will remove any Exception before the Closing Date, such Exception shall be deemed removed for purposes hereof, and Seller shall be obligated to remove such Exception before the Closing Date. With respect to any Exception consisting of a financial encumbrance such as a mortgage, deed of trust or other debt security, other than the interests of the Surveys or to secure new surveys at any time prior landlords with respect to the expiration Leased Properties, such matter shall automatically be deemed a disapproved Exception, and Seller hereby covenants to remove such Exception before the Closing Date. If Seller does not remove or agree to remove any disapproved Exception within the Title Cure Period, Buyer shall have five (5) days to give Seller notice that Buyer waives its objection to such Exception or elects to terminate this Agreement. If Buyer does not give any notice, this contingency shall be deemed satisfied. The condition of title as approved by Buyer is referred to herein as the "Approved Title." A condition to Buyer's completing this transaction shall be the willingness of Chicago Title Insurance Company ("Title Company") to issue, upon payment of Title Company's regularly scheduled premium and recordation of the Due Diligence Period. Grant Deeds or Memoranda of Lease, as applicable, an ALTA standard coverage owner's policy of title insurance for the Owned Properties, and a CLTA standard coverage leasehold policy of title insurance with respect to the Leased Properties (c) Seller the title policies shall be referred to collectively as the "Title Policies"). Each Title Policy shall have no obligation liability in the amount allocated to remove such property by Buyer, showing title to the Owned Properties or cure title objectionsthe leasehold interest in the Leased Properties vested of record in Buyer subject only to any matters in the Approved Title, except for (1) liens any other matters that Buyer has approved in writing, and the standard printed exceptions of an ascertainable amount created by Seller, which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company Policies. The Title Policies shall, at Buyer's cost, contain such special endorsements as Buyer may reasonably require, with Buyer’s approval, (2) any exceptions reinsurance or encumbrances to title which are created by Seller after the date of this Agreement without Buyer’s consent, and (3) non-consensual liens which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company. In addition, Seller shall provide the Title Company with any affidavits, ALTA statements or personal undertakings (collectively, an “Owner’s Affidavit”), in form and substance reasonably acceptable to the Title Company, that will permit the Title Company to remove the standard “mechanics lien” and “GAP” exceptions and otherwise issue the Title Policy in the form required by Buyercoinsurance as Buyer may designate.

Title Insurance. (a) Following completion of the 3rd party valuation of the PropertySeller agrees to use good faith, Buyer and Seller shall diligent efforts to cause Title Company to deliver to Buyer a commitment for the Title Insurer, at Closing, to issue (or irrevocably commit to issue) the Owner’s Policy described in subsection (b) below (the “Title Commitment”)required under this Agreement. If, together with legible copies of all of the underlying documentation described in such Title Commitment. Seller shallhowever, include in the Property Information the most recent surveys of the properties that comprise the Property in Seller’s possession, custody or control (the “Surveys”). The cost to deliver the Title Commitment Insurer fails or refuses to the Buyer shall be split equally issue (50% / 50%or irrevocably commit to issue) between Buyer and Seller. (a) At said Owner’s Policy at Closing, and as a condition thereofprovided that (i) Seller has utilized good faith, Buyer shall receive an owner’s title insurance policy diligent efforts to cause Title Insurer to issue (or irrevocably commit to issue) the “Title Policy”) issued by Title Company, dated the day of Closing, with liability in the full amount of the Purchase Price, the form of which shall be an American Land Title Association Owner’s Policy, Standard Form B, 1992 (ii) Seller has delivered all customary indemnifications and/or affidavits to the Title Insurer to enable the Title Insurer to issue (or other form preferred by Buyer or required or promulgated pursuant irrevocably commit to applicable state insurance regulations), subject only to issue) the Permitted Exceptions (defined below). The Title Policy may contain any endorsements requested by Buyer. (b) Prior to the expiration of the Due Diligence Period, Buyer shall review title to the Property as disclosed by the Title Commitment and the SurveysOwner’s Policy, and satisfy itself as to (iii) the availability from the Title Company failure of the Title Insurer to issue (or irrevocably commit to issue) the Owner’s Policy and all requested endorsement is not a result of any default of Seller hereunder, then, notwithstanding anything contained in this Agreement to such Title Policy. Buyer shall have the rightcontrary, at its own cost and expense, to obtain an update the failure of the Surveys Title Insurer to issue (or irrevocably commit to secure new surveys at any time prior issue) said Owner’s Policy shall not be deemed a default by Seller hereunder, and, in lieu thereof, and as its sole recourse, Purchaser may elect to the expiration of the Due Diligence Period. (c) Seller shall have no obligation to remove or cure title objections, except for either (1) liens of an ascertainable amount created by Sellerterminate this Agreement, in which event the ▇▇▇▇▇▇▇ Money (specifically excluding the Option Fee, which liens Seller shall cause be paid to Seller) and any interest thereon net of investment charges shall be released at forthwith returned to Purchaser, all obligations of the Closing parties hereunder shall terminate, and this Agreement shall otherwise have no further force and effect (other than those matters which expressly survive early termination of this Agreement), or affirmatively insured over by the Title Company with Buyer’s approval, (2) any exceptions or encumbrances proceed to title which are created by Seller after close the date transactions contemplated hereby in accordance with the terms of this Agreement without BuyerAgreement, whereupon Purchaser shall accept such form of title insurance policies, if any, as the Title Insurer is then prepared to issue. Purchaser’s consent, and (3) non-consensual liens which liens Seller shall cause failure to be released at make either of the two elections described in the preceding sentence on or before the Closing or affirmatively insured over by the Title Company. In addition, Seller Date shall provide the Title Company with any affidavits, ALTA statements or personal undertakings be deemed an election of option (collectively, an “Owner’s Affidavit”), in form and substance reasonably acceptable to the Title Company, that will permit the Title Company to remove the standard “mechanics lien” and “GAP” exceptions and otherwise issue the Title Policy in the form required by Buyer2) above.

Title Insurance. As of the Closing Date, the Title Company be committed to issue to American Spectrum ▇▇▇▇▇▇ Properties one or more A.L.T.A. (Form B) Owner's Policies of Title Insurance with any title endorsements which are reasonably requested by American Spectrum and are customarily and reasonably available in the applicable jurisdiction, including, without limitation, the following: (a) Following completion of the 3rd party valuation of the Property, Buyer and Seller shall cause Title Company to deliver to Buyer a commitment Form 9 – Comprehensive endorsement (modified as appropriate for the Title Policy described in subsection an owner's policy); (b) below Form 3.1 Zoning (including parking and loading); (c) survey endorsement; (d) access endorsement; (e) if the “Title Commitment”)land on which the Property is located consists of more than one parcel, together with legible copies of all a contiguity endorsement; (f) a tax parcel endorsement; (g) subdivision endorsement; (h) utility facility endorsement; (i) deletion of the underlying documentation described in such Title Commitment. Seller shall, include in the Property Information the most recent surveys creditor's rights exception; (j) deletion of the properties that comprise arbitration clause; (k) environmental lien endorsement; and (l) the Property so-called "fairway" endorsement, showing fee title to each Project vested in Seller’s possession, custody or control (the “Surveys”). The cost to deliver the Title Commitment to the Buyer shall be split equally (50% / 50%) between Buyer and Seller. (a) At Closing, and as a condition thereof, Buyer shall receive an owner’s title insurance policy (the “Title Policy”) issued by Title Company, dated the day of Closing, with liability in the full amount of the Purchase Price, the form of which shall be an American Land Title Association Owner’s Policy, Standard Form B, 1992 (or other form preferred by Buyer or required or promulgated pursuant to applicable state insurance regulations)Spectrum ▇▇▇▇▇▇ Property, subject only to the Permitted Exceptions (defined belowcollectively, the "Title Policy") (other than Nevada Treasure, which shall be vested in Nevada Treasure). ▇▇▇▇▇▇ shall use its commercially reasonable efforts to cause any Unacceptable Exceptions to be satisfied, terminated, reconveyed or otherwise expunged from the Official Records prior to the Closing Date. The Title Policy may contain any endorsements requested by Buyer. (b) Prior shall be issued with liability in an amount equal to the expiration of the Due Diligence Period, Buyer shall review title to the Property as disclosed by the Title Commitment and the Surveys, and satisfy itself as to the availability from the Title Company of the Title Policy and all requested endorsement to such Title PolicyContribution Value. Buyer American Spectrum shall have the right, at its own no cost and expenseto American Spectrum, to obtain an update of the Surveys or to secure new surveys at any time prior to the expiration of the Due Diligence Period. (c) Seller shall have no obligation to remove or cure title objections, except for (1) liens of an ascertainable amount created by Seller, which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company with Buyer’s approval, (2) any exceptions or encumbrances to title which are created by Seller after the date of this Agreement without Buyer’s consent, and (3) non-consensual liens which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company. In addition, Seller shall provide the Title Company with any affidavits, ALTA statements or personal undertakings (collectively, an “Owner’s Affidavit”), in form and substance reasonably acceptable to the Title Company, that will permit require the Title Company to remove obtain coinsurance or facultative reinsurance (together with agreements in a form and content satisfactory to American Spectrum providing American Spectrum ▇▇▇▇▇▇ Properties with the standard “mechanics lien” and “GAP” exceptions and otherwise issue right of "direct access" against the reinsurance) with respect to the Title Policy in the form required by Buyersuch amount and with such title companies as American Spectrum determines in American Spectrum's reasonable discretion.

Title Insurance. On the Closing Date, the Company shall, at the Company's expense (aexcept as provided hereinafter), cause to be issued and delivered to Purchaser a policy of title insurance (the "Title Policy") Following completion with respect to the Real Property and conforming to the following specifications: The form of the 3rd party valuation policy will be ALTA Owner's Policy Form B 1970 (amended 10/17/70), with appropriate modifications for leasehold estates, or the current approved form for the jurisdiction in which the Real Property is located, with an endorsement deleting any exclusion or exception for creditors' rights; The Title Policy will be issued by Assured Quality Title Company (the "Title Company") and shall be underwritten by First American Title Insurance Company; Reinsurance (with direct access) of all amounts in excess of $100,000,000, if any, shall be underwritten by Chicago Title Insurance Company; The insured will be Purchaser and the JV; The Title Policy shall be in an amount equal to that portion of the Purchase Price allocated to the Real Property; The Title Policy shall contain an affirmative statement of the insurer to the effect that the knowledge of the Company and First Holdings Company prior to the Closing shall not be imputed to Purchaser; The Title Policy will be dated concurrent with or subsequent to the Closing; There will be no exceptions to coverage other than the Permitted Liens. Without limiting the generality of the foregoing provisions hereof, Buyer and Seller shall cause Title Company to deliver to Buyer a commitment for the Title Policy shall not contain any exceptions with respect to: Rights or claims of parties in possession other than tenants, as tenants only, under the leases and subleases described in subsection Sections 1.01(a)(ii)(A) and 1.01(a)(ii)(B) of the Disclosure Schedule; <page>Encroachments, overlaps, boundary line disputes or any other matters which would be disclosed by an accurate survey and inspection; Easements or claims of easements not shown by the public records; Any lien, or right to a lien, for services, labor or materials heretofore or hereafter furnished; and Any other exceptions which may be designated or included as standard exceptions in the area where the Real Property is located. The Title Policy, at Purchaser's request and expense, shall contain a zoning endorsement in the form of ALTA Form 3.1 showing the zoning classification of the Real Property and confirming that the current use of the Real Property is in conformance with the applicable zoning laws and use restrictions; and The Title Policy, at Purchaser's request, will contain an assignment endorsement whereby the insurer agrees to consent to the assignment of the policy to, and to issue without charge an endorsement to the policy to show as an insured under the policy, any of the following: (bi) below any successor to Purchaser, by dissolution, liquidation, merger, consolidation, reorganization or otherwise; (ii) any stockholder of Purchaser to whom the Real Property, or any part thereof, is distributed; and (iii) any Affiliate of Purchaser, including any entity controlled by, in control of or under common control with Purchaser and to whom an interest in the Real Property, or any part thereof, is transferred by Purchaser. In the event that the Real Property, or any part thereof, consists of more than one parcel, the Title Policy shall, at Purchaser's request, contain an affirmative statement of insurance to the effect that all parcels of land constituting the Real Property, or such part thereof, are contiguous. The policy also shall contain such other affirmative statements of insurance and endorsements (for example, but not by way of limitation, an "access endorsement") as Purchaser may reasonably require. The fee or premium for any endorsements to the Title Policy whether identified in this Section 4.08 or otherwise requested by Purchaser, shall be for the account of and paid by Purchaser. The Company shall within ten (10) days after the date hereof deliver to Purchaser (i) a current commitment from the Title Company setting forth the basis upon which the Title Company is willing to insure title to the Real Property (the “"Title Commitment”"), together with legible copies and all documents referenced in Schedule B thereto, and (ii) a copy of all each survey (the "Survey") of each parcel of the underlying documentation described in such Title Commitment. Seller shall, include Real Property in the Property Information the most recent surveys of the properties that comprise the Property in Seller’s Company's possession, custody which Purchaser acknowledges and agrees shall be delivered without any representation or control (warranty of any kind as to the “Surveys”)accuracy or completeness thereof by the Company or Parent. The cost of any survey work performed or ordered by the Company prior to deliver the date hereof shall be paid for by the Company. If Purchaser requires any revisions or updates to the Survey delivered by the Company or requires a new survey, all such work shall be at the cost and expense of Purchaser. If the Title Commitment or the Survey discloses any liens, easements, restrictions, reservations or other defects or any other matters objectionable to Purchaser ("Title Objections"), other than Permitted <page>Liens, Purchaser shall advise the Buyer shall be split equally (50% / 50%) between Buyer and Seller. (a) At Closing, and as a condition thereof, Buyer shall receive an owner’s title insurance policy (the “Title Policy”) issued by Title Company, dated the day of Closing, with liability in the full amount Company of the Purchase Price, the form of which shall be an American Land Title Association Owner’s Policy, Standard Form B, 1992 same in writing within ten (or other form preferred 10) days after last receipt by Buyer or required or promulgated pursuant to applicable state insurance regulations), subject only to the Permitted Exceptions (defined below). The Title Policy may contain any endorsements requested by Buyer. (b) Prior to the expiration Purchaser of the Due Diligence Period, Buyer shall review title Title Commitment (with all documents referred to in Schedule B thereto) and the Property Survey (as disclosed revised or updated as may be required by Purchaser within 30 days after receipt of the Title Commitment and Survey). Matters not objected to by Purchaser within said period shall be deemed to be additional Permitted Liens. As to any Title Objections, the SurveysCompany may, but shall not be obligated to, remedy such matters as are susceptible of being remedied and satisfy itself shall, within ten (10) days after Purchaser gives the Company notice of its Title Objections, deliver written notice to Purchaser of those Title Objections which it shall remedy and those which it shall not remedy. Unless Purchaser elects to terminate this Agreement in accordance with clause 4.08(b)(y) below, the Company shall, as a condition to Purchaser's obligation to close hereunder, deliver to Purchaser a Title Commitment and Survey revised to reflect that any Title Objections which the availability from Company has committed to remedy have been remedied to Purchaser's reasonable satisfaction. If the Company elects not to remedy any Title Company of the Title Policy and all requested endorsement to such Title Policy. Buyer Objection, Purchaser shall have the rightoption, at which it shall exercise in writing within ten (10) days of its own cost and expense, to obtain an update receipt of the Surveys written notice from the Company, of (x) consummating the transaction contemplated hereby and accepting such title as the Company holds, without change in or to secure new surveys at any time prior to the expiration of the Due Diligence Period. (c) Seller shall have no obligation to remove terms hereof, unless such matters are encumbrances or cure title objections, except liens for (1) liens of an ascertainable amount, in which case the Company shall pay the amount created by Seller, which liens Seller shall cause thereof to be released Purchaser in cash at the Closing Closing, or affirmatively insured over by the Title Company with Buyer’s approval, (2y) any exceptions or encumbrances to title which are created by Seller after the date of terminating this Agreement without Buyer’s consent, and (3) non-consensual liens which liens Seller shall cause receiving a refund of all monies deposited hereunder. If Purchaser fails to be released at deliver the Closing or affirmatively insured over by the Title Company. In addition, Seller shall provide the Title Company with any affidavits, ALTA statements or personal undertakings (collectively, an “Owner’s Affidavit”), in form and substance reasonably acceptable to the Title Company, that will permit the Title Company to remove the standard “mechanics lien” and “GAP” exceptions and otherwise issue the Title Policy written notice required in the form required immediately preceding sentence within the period prescribed thereby, such failure shall be deemed an irrevocable election by BuyerPurchaser to proceed to close the purchase and sale contemplated by this Agreement in accordance with clause 4.08(b)(x) above.

Title Insurance. (a) Following completion of the 3rd party valuation of the Property, Buyer A. The Company shall obtain and Seller shall cause Title Company to deliver provide to Buyer a commitment for (i) a certified title chain update (the “Title Update”) issued by First American Title Insurance Company (the “Title Company”) with respect to the Real Property other than the Title Policy described in subsection Insurance Properties (bdefined below), and (ii) below a title insurance commitment (the “Title Commitment”), together with legible copies of all ) issued by the Title Company committing to issue to the Company’s designated land banker an ALTA Owner’s Policy – Form B 1970 (rev. 10-17-70 and 10-17-84) upon satisfaction of the underlying documentation described requirements set forth in such Schedule B – Section I thereof for the Title CommitmentInsurance Properties (defined below). Seller shall* Confidential information on this page has been omitted and filed separately with the Securities Exchange Commission pursuant to a Confidential Treatment Request. B. At Closing, include in the Property Information Stockholders will cause the Title Company to (i) update the Title Update to the most recent surveys effective date available with respect to those portions of the properties that comprise Real Property other than the Property in Seller’s possessionTitle Insurance Properties, custody and (ii) endorse or control (the “Surveys”). The cost to deliver ▇▇▇▇-up the Title Commitment to have an effective date as of the Buyer shall be split equally Closing Date and to unconditionally commit to issue to the Company’s designated land banker an ALTA Owner’s Policy – Form B 1970 (50% / 50%rev. 10-17-70 and 10-17-84) between Buyer and Seller. (a) At Closing, and as a condition thereof, Buyer shall receive an owner’s title insurance policy (the “Title Policy”) issued by Title Company, dated for the day of Closing, with liability in the full amount following portions of the Purchase PriceReal Property: Fountains at Crystal Creek, Indian Lakes 7 & 8, Lake ▇▇▇▇▇▇ and Oaks at ▇▇▇▇▇▇ Lakes (all to be owner’s policies to insure the form of which shall be an American Land Company’s designated land banker’s fee interest)(collectively the “Title Association Owner’s Policy, Standard Form B, 1992 (or other form preferred by Buyer or required or promulgated pursuant to applicable state insurance regulations), subject only to the Permitted Exceptions (defined belowInsurance Properties”). The Title Policy may contain any endorsements requested shall insure the foregoing in the amount of the purchase price allocable to each of the Title Insurance Properties or the amount specified by Buyer. (b) Prior to . The Title Updates shall not bring forward the expiration effective dates of the Due Diligence Periodexisting Reports, but shall list new matters arising since the applicable effective dates of the Reports. The Title Policy will include such endorsements authorized to be issued in Florida as Buyer may reasonably require, including without limitation the following endorsements: survey, contiguity, planned unit development, Florida Endorsement Form 9.1 (FF 9.1) (for vacant lands), and Florida Endorsement Form 9.2 (FF 9.2) (for improved lands). The Stockholders shall review title cause the Company to the Property as disclosed by satisfy the Title Commitment and Company’s requirements for the Surveys, and satisfy itself as to the availability from the Title Company issuance of the Title Policy and all requested endorsement to such endorsements, other than those, if any, within Buyer’s control. The promulgated premium for the Title Policy. Buyer Policy and related endorsements shall have the right, at its own cost and expense, to obtain an update of the Surveys or to secure new surveys at any time prior to the expiration of the Due Diligence Period. (c) Seller shall have no obligation to remove or cure title objections, except for (1) liens of an ascertainable amount created by Seller, which liens Seller shall cause to be released at the Closing or affirmatively insured over paid by the Title Company with Buyer’s approval, (2) any exceptions or encumbrances to title which are created by Seller after the date of this Agreement without Buyer’s consent, and (3) non-consensual liens which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company. In addition, Seller shall provide the Title Company with any affidavits, ALTA statements or personal undertakings (collectively, an “Owner’s Affidavit”), in form all abstract and substance reasonably acceptable search fees relating to the Title Company, that Update will permit be paid by the Title Company to remove the standard “mechanics lien” and “GAP” exceptions and otherwise issue the Title Policy in the form required by BuyerStockholders.

Title Insurance. (a) Following completion Purchaser acknowledges that Seller has delivered to Purchaser, and Purchaser has received, a copy of the 3rd party valuation of Seller’s current title policy for the Property, Buyer and Seller shall cause Title Company to Purchaser will obtain and deliver to Buyer Seller prior to the expiration of the Evaluation Period a copy of a commitment for the Title Policy described in subsection (b) below title insurance (the “Title Commitment”), together ) from the Title Company with legible copies of all of respect to the underlying documentation described in such Title CommitmentProperty. Seller shall, include in the Property Information the most recent surveys of the properties that comprise the Property in Seller’s possession, custody or control (the “Surveys”). The cost to deliver If the Title Commitment discloses exceptions to title which are both (A) not included within the list of permitted title matters listed on Exhibit C attached hereto and made a part hereof and (B) material and adverse to Purchaser in Purchaser’s good faith business judgment (any such exception being referred to herein as an “Unpermitted Title Exception”), then Purchaser shall have the right to give Seller notice of any such Unpermitted Title Exception on or prior to the Buyer shall be split equally date which is five (50% / 50%5) between Buyer and Seller. (a) At Closing, and as a condition thereof, Buyer shall receive an ownerdays after Purchaser’s receipt of the title insurance policy commitment (the “Title PolicyObjection Out Date”) issued by Title Company, dated the day of Closing, with liability in the full amount of the Purchase Price, the form of which shall be an American Land Title Association Owner’s Policy, Standard Form B, 1992 (or other form preferred by Buyer or required or promulgated pursuant to applicable state insurance regulations), subject only to the Permitted Exceptions (defined below). The Title Policy may contain any endorsements requested by Buyer. (b) Prior to the expiration of the Due Diligence Period, Buyer shall review title to the Property as disclosed Any matters revealed by the Title Commitment and the Surveys, and satisfy itself as that are not objected to by Purchaser on or prior to the availability Title Objection Out Date shall be deemed “Permitted Title Exceptions”. In addition, any matters revealed by the Title Commitment that do not constitute Unpermitted Title Exceptions, regardless of whether Purchaser objects thereto, shall constitute Permitted Title Exceptions. Seller shall have five (5) days following the receipt of any such notice in which to give Purchaser notice that Seller will either (a) cause such Unpermitted Title Exception(s) to be deleted as an exception from the Title Company of the Title Policy and all requested endorsement to such Title Policy. Buyer shall have the right, at its own cost and expense, to obtain an update of the Surveys Commitment or to secure new surveys at any time prior to the expiration of the Due Diligence Period. (c) Seller shall have no obligation to remove or cure title objections, except for (1) liens of an ascertainable amount created by Seller, which liens Seller shall cause to be released at the Closing or affirmatively insured over against by the Title Company with Buyer’s approval, or (2b) any exceptions or encumbrances to title which are created by Seller after the date of this Agreement without Buyer’s consent, and (3not cause such Unpermitted Title Exception(s) non-consensual liens which liens Seller shall cause to be released at deleted as an exception from the Closing Title Commitment or affirmatively insured over against by the Title Company. In additionCompany (without payment of additional charge or premium by either party); if Seller gives notice pursuant to clause (a), then Seller shall provide will cause such Unpermitted Title Exception(s) to be deleted from the Title Company with any affidavits, ALTA statements Commitment or personal undertakings (collectively, an “Owner’s Affidavit”), in form and substance reasonably acceptable to the Title Company, that will permit cause the Title Company to remove give affirmative insurance in favor of Purchaser with respect to such Unpermitted Title Exception(s) prior to the standard Closing Date (and Seller shall have the right to adjourn the Closing Date for up to four (4) days in order to effectuate same). If Seller (i) fails to give any such notice within said five (5) day period, or (ii) gives notice pursuant to clause (b) above, then Purchaser will have three (3) Business Days following the earlier of the expiration of such five (5) day period or the giving of such notice by Seller in which to elect to either (X) terminate this Agreement or (Y) waive the right to terminate this Agreement as a result of any such Unpermitted Title Exception(s), which election must be made by the giving of notice thereof to Seller within said three (3) Business Day period. If Purchaser fails to deliver such notice terminating this Agreement pursuant to clause (X) above within said three (3) Business Day period, then Purchaser shall be deemed to have waived its right to terminate this Agreement. If Purchaser elects to waive, or is deemed to have waived, the right to terminate this Agreement as aforesaid, then any Unpermitted Title Exceptions previously objected to by Purchaser shall become “mechanics lien” Permitted Title Exceptions”. If Purchaser terminates this Agreement as aforesaid, then Seller and “GAP” exceptions and otherwise issue Purchaser shall direct the Title Policy Company to return the ▇▇▇▇▇▇▇ Money Deposit to Purchaser, and neither party shall have any further obligation under this Agreement or the Section 2.2(b) Transactions, except that the obligations of the parties under the Termination Surviving Obligations shall survive. Purchaser acknowledges that Seller shall be entitled to deliver its notice under clause (a) or clause (b) above in its sole and absolute discretion subject to the form required by Buyerprovisions of Section 6.4 of this Agreement.

Title Insurance. Within five (a5) Following completion days of the 3rd party valuation Effective Date of the Propertythis Agreement, Buyer and Seller Purchaser shall cause Title Company to deliver to Buyer order a commitment for an Owner's ALTA Title Policy, without Standard Exceptions (the "Commitment"), from Liberty Title Company (the "Title Company"), and shall provide a copy of the same to Seller upon receipt. Purchaser shall notify Seller in writing within fifteen (15) days of receipt of any concerns that Purchaser may have with such Commitment. Notwithstanding the same, Purchaser shall be under no obligation to purchase the Property from Seller unless the Title Company shall deliver to Purchaser at Closing an Owner's ALTA Policy described in subsection (bof Title Insurance, which shall identify the Property and easements appurtenant thereto by the legal description(s) below (set forth on the “Title Commitment”)Survey. To satisfy the requirements hereof, together with the Commitment shall be accompanied by legible copies of all of the underlying documentation described in such Title Commitment. Seller shall, include in the Property Information the most recent surveys of the properties that comprise the Property in Seller’s possession, custody or control (the “Surveys”). The cost exceptions to deliver the Title Commitment title referred to the Buyer therein and shall be split equally (50% / 50%) between Buyer and Seller. (a) At Closing, and as a condition thereof, Buyer shall receive an owner’s title insurance policy (deemed to include the “Title Policy”) issued by Title Company, dated the day of Closing, with liability in the full amount of the Purchase Price, the form of which shall be an American Land Title Association Owner’s Policy, Standard Form B, 1992 (or other form preferred by Buyer or required or promulgated pursuant to applicable state insurance regulations), subject only to the Permitted Exceptions (defined below)same. The Title Insurance Policy may contain any endorsements requested by Buyer. (b) Prior to be issued pursuant to the expiration of the Due Diligence Period, Buyer Commitment shall review title to contain endorsements stating: (i) that the Property abuts the public street(s) immediately adjacent thereto and has direct and valid full and unrestricted access thereto at the locations designated on the Survey provided by Purchaser and (ii) such other endorsements as disclosed by Purchaser may reasonably require (the "Endorsements"), provided, however, in the event any such Endorsements shall not be included in the Title Company's standard fee for the Commitment and title insurance policy, then Purchaser shall be responsible for the Surveys, and satisfy itself as additional fees in connection with the issuance of such Endorsements. Seller hereby agrees to the availability from provide to the Title Company any abstracts of title covering the Title Policy Property and/or any other form of title evidence it may have obtained, including any former owner's title insurance policy. Purchaser's decision as to whether satisfactory title insurance can be obtained shall be final and all requested endorsement shall not be subject to such Title Policyquestion by Seller. Buyer shall have the right, at its own cost and expense, to obtain an update of the Surveys or to secure new surveys at any time prior to the expiration of the Due Diligence Period. (c) Seller shall have no obligation cooperate fully with Purchaser in helping Purchaser to remove or cure title objections, except for (1) liens of an ascertainable amount created by Seller, which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company with Buyer’s approval, (2) any eliminate such exceptions or encumbrances to title which are created by Seller after the date of this Agreement without Buyer’s consentfrom Purchaser's Commitment as Purchaser may desire eliminated, and (3) non-consensual liens which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company. In additionfurther, Seller shall provide the Title Company cooperate fully with any affidavits, ALTA statements or personal undertakings (collectively, an “Owner’s Affidavit”), Purchaser to satisfy all requirements of Closing outlined in form and substance reasonably acceptable to the Title Company, that will permit the Title Company to remove the standard “mechanics lien” and “GAP” exceptions and otherwise issue the Title Policy in the form required by BuyerPurchaser's Commitment.

Title Insurance. (a) Following completion Within twenty (20) days after the Date of the 3rd party valuation of the Propertythis Agreement, Buyer and Seller shall cause Title Company to deliver to Buyer obtain, at Buyer's expense, with a title insurance commitment for the Title Policy described in subsection (b) below (the “Title "Commitment”)") committing a title insurance company to insure Buyer's title to the Subject Property, together with legible copies of all of the underlying documentation described in such Title Commitment. Seller shall, include documents listed in the Property Information the most recent surveys of the properties that comprise the Property in Seller’s possession, custody Commitment as exceptions or control (the “Surveys”)matters required to be corrected prior to Closing. The cost to deliver the Title Commitment to the Buyer shall be split equally (50% / 50%) between Buyer and Seller. (a) At Closing, and as a condition thereof, Buyer shall receive an owner’s resulting title insurance policy (the “Title "Policy”") issued by Title Company, dated the day of Closing, with liability shall be in the full amount of the Purchase Price. All costs of the Commitment and Policy shall be paid by Buyer. The Commitment and Policy shall be in an ALTA standard form as currently authorized and approved by the Insurance Commissioner of the State of Florida. The Policy shall insure marketable title. The Commitment shall be delivered to Seller's attorney, unless Seller directs otherwise. Buyer's attorney shall have ten (10) business days before Closing to give written notice to the Seller of any objections by the Buyer to the title. Failure of Buyer's attorney to deliver such written notice of disapproval to Seller within the said time period shall be conclusive evidence that the Buyer has approved each and every matter contained in the Commitment and that Buyer will accept title in that condition subject to the other terms hereof relating to the status of such title at Closing. The Buyer shall not be required to make objection to the existence of any mortgage lien, materialmen or mechanic's lien, assessment lien or any other lien encumbering all or any part of the Subject Property, all of which are hereby deemed to be title objections. After due notice, Seller shall have a reasonable time, not to exceed fifteen (15) days, to cure any title defect and, if necessary, the form of which Closing shall be an American Land Title Association Owner’s Policydelayed for that period. If Seller fails to cure any title defect as to which due notice is given, Standard Form BBuyer shall have the option to terminate this Agreement and to notify Seller that Buyer will not proceed with the purchase, 1992 (or other form preferred by whereupon this Agreement shall terminate and the Buyer or required or promulgated pursuant to applicable state insurance regulations), subject only shall be entitled to the Permitted Exceptions (defined below)return of the ▇▇▇▇▇▇▇ Money deposited with the Escrow Agent. The Title Policy may contain any endorsements requested by BuyerIn the alternative, Buyer shall have the right to accept the title in its then existing condition and proceed to Closing as otherwise provided herein. Seller agrees to use its best efforts, in good faith to cure all title defects. (b) Prior Within fifteen (15) days prior to the expiration date of the Due Diligence PeriodClosing, Buyer shall review title deliver to Seller's attorney a written endorsement (the"Endorsement") to the Property as disclosed by Commitment. The Endorsement shall revise the Title effective date of the Commitment to a date not earlier than fifteen (15) days prior to the date of Closing. If the Endorsement shows any new exceptions to title, Buyer shall have until Closing to object thereto and in the event of objection, the preceding terms of this Section 2.1 shall apply. The commitment must be endorsed at Closing to provide that the Policy will insure against adverse matters arising between the effective date of the Commitment and the Surveys, and satisfy itself as to the availability from the Title Company recording of the Title Policy and all requested endorsement deed given to such Title Policy. Buyer shall have the right, at its own cost and expense, to obtain an update of the Surveys or to secure new surveys at any time prior to the expiration of the Due Diligence Period. (c) Seller shall have no obligation to remove or cure title objections, except for (1) liens of an ascertainable amount created by Seller, which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company with Buyer’s approval, (2) any exceptions or encumbrances to title which are created by Seller after the date of this Agreement without Buyer’s consent, and (3) non-consensual liens which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company. In addition, Seller shall provide the Title Company with any affidavits, ALTA statements or personal undertakings (collectively, an “Owner’s Affidavit”), in form and substance reasonably acceptable to the Title Company, that will permit the Title Company to remove the standard “mechanics lien” and “GAP” exceptions and otherwise issue the Title Policy in the form required by Buyer.