Common use of Title Matters Clause in Contracts

Title Matters. Seller agrees to share equally with Buyer the closing costs and the cost of a title insurance company's commitment for and policy of title insurance. Buyer shall pay for any lender’s/mortgagee’s/instrument holder’s title insurance coverage. The title insurance company will furnish a copy of the commitment for title insurance and copies of all of the exception documents referred to therein (hereafter collectively referred to as the “Title Commitment”) to Seller, Buyer, Buyer’s lender and the listing/selling broker as promptly as possible. The Title Commitment shall show a merchantable title vested in Seller, subject to easements, restrictions and protective covenants of record, right-of-way’s, setbacks, tenant rights, trees, fences, ordinances and regulations, unmatured and future assessments, restrictions and protective covenants of record, provided no forfeiture provisions as contained therein, encroachments and overlaps, zoning laws, ordinances and regulations, those exceptions which are standard to a policy of title insurance in the State of Kansas or as specified herein, and those matters attaching to the title by reason of Buyer taking title to the real property. Buyer shall have a period of five (5) days following receipt of the Title Commitment (the “Objection Period”) in which to examine the Title Commitment and advise Seller in writing of any objections ("Title Objections") the Buyer may have to Seller's title as shown in the Title Commitment. Seller shall then have a period of five (5) days in which to notify Buyer in writing of those Title Objections it elects to cure. In the event Seller elects to cure less than all of the Title Objections, Buyer shall have the right to terminate this Agreement by giving Seller written notice thereof within five (5) days of its receipt of Seller's notice, in which case the Xxxxxxx Money shall be returned to Buyer, and thereafter neither party shall have any further obligation hereunder. In the event Buyer does not terminate this Agreement, Seller shall have until Closing ("Cure Period") in which to cure the Title Objections the Seller has elected to cure, which the Buyer Agrees to extend for an additional 45 days in the event Seller has initiated a lawsuit to cure the title objection or objections. Title Objections may also be cured in accordance with applicable current titled standards in the Kansas Title Standards Handbook.

Title Matters. Seller agrees to share equally with Buyer the closing costs and the cost of a title insurance company's commitment for and policy of title insurance, procured through: High Plains Title, 000 Xxxxxxxx Xx., Xxxxx Xxxx, XX, 00000, phone 000-000-0000 in an amount equal to the full purchase price naming Buyer as the insured. Buyer shall pay for any lender’s/mortgagee’s/instrument holder’s title insurance coverage. The title insurance company High Plains Title, will furnish a copy of the commitment for title insurance and copies of all of the exception documents referred to therein (hereafter collectively referred to as the “Title Commitment”) to Seller, Buyer, Buyer’s lender lender, and the listing/selling broker as promptly as possible. The Title Commitment shall show a merchantable title vested in Seller, subject to easements, restrictions and protective covenants of record, right-of-way’s, setbacks, tenant rights, trees, fences, ordinances and regulations, unmatured and future assessments, restrictions and protective covenants of record, provided no forfeiture provisions as contained therein, encroachments and overlaps, zoning laws, ordinances and regulations, those exceptions which are standard to a policy of title insurance in the State of Kansas or as specified herein, and those matters attaching to the title by reason of Buyer taking title to the real property. Buyer shall have a period of five (5) days following receipt of the Title Commitment (the “Objection Period”) in which to examine the Title Commitment and advise Seller in writing of any objections ("Title Objections") the Buyer may have to Seller's title as shown in the Title Commitment. Seller shall then have a period of five (5) days in which to notify Buyer in writing of those Title Objections it elects to cure. In the event Seller elects to cure less than all of the Title Objections, Buyer shall have the right to terminate this Agreement by giving Seller written notice thereof within five (5) days of its receipt of Seller's notice, in which case the Xxxxxxx Money shall be returned to Buyer, and thereafter neither party shall have any further obligation hereunder. In the event Buyer does not terminate this Agreement, Seller shall have until Closing ("Cure Period") in which to cure the Title Objections the Seller has elected to cure, which the Buyer Agrees to extend for an additional 45 days in the event Seller has initiated a lawsuit to cure the title objection or objections. Title Objections may also be cured in accordance with applicable current titled standards in the Kansas Title Standards Handbook.

Title Matters. Seller agrees to share equally with Buyer the closing costs and the cost of a title insurance company's commitment for and policy of title insurance, procured through: Security 1st Title, 000 Xxxx Xxxxxx Xxxxx, Xxxxx, KS 67554 in an amount equal to the full purchase price naming Buyer as the insured. Buyer shall pay for any lender’s/mortgagee’s/instrument holder’s title insurance coverage. The title insurance company Security 1st Title, will furnish a copy of the commitment for title insurance and copies of all of the exception documents referred to therein (hereafter collectively referred to as the “Title Commitment”) to Seller, Buyer, Buyer’s lender lender, and the listing/selling broker as promptly as possible. The Title Commitment shall show a merchantable title vested in Seller, subject to easements, restrictions and protective covenants of record, right-of-way’s, setbacks, tenant rights, trees, fences, ordinances and regulations, unmatured and future assessments, restrictions and protective covenants of record, provided no forfeiture provisions as contained therein, encroachments and overlaps, zoning laws, ordinances and regulations, those exceptions which are standard to a policy of title insurance in the State of Kansas or as specified herein, and those matters attaching to the title by reason of Buyer taking title to the real property. Buyer shall have a period of five (5) days following receipt of the Title Commitment (the “Objection Period”) in which to examine the Title Commitment and advise Seller in writing of any objections ("Title Objections") the Buyer may have to Seller's title as shown in the Title Commitment. Seller shall then have a period of five (5) days in which to notify Buyer in writing of those Title Objections it elects to cure. In the event Seller elects to cure less than all of the Title Objections, Buyer shall have the right to terminate this Agreement by giving Seller written notice thereof within five (5) days of its receipt of Seller's notice, in which case the Xxxxxxx Money shall be returned to Buyer, and thereafter neither party shall have any further obligation hereunder. In the event Buyer does not terminate this Agreement, Seller shall have until Closing ("Cure Period") in which to cure the Title Objections the Seller has elected to cure, which the Buyer Agrees to extend for an additional 45 days in the event Seller has initiated a lawsuit to cure the title objection or objections. Title Objections may also be cured in accordance with applicable current titled standards in the Kansas Title Standards Handbook.

Title Matters. Seller agrees to share equally with Buyer the closing costs and the cost of a title insurance company's commitment for and policy of title insurance, procured through: Northwest Kansas Title Co, LLC; 0000 Xxxx Xx., Xxxxxxxx, Xx. 00000 in an amount equal to the full purchase price naming Buyer as the insured. Buyer shall pay for any lender’s/mortgagee’s/instrument holder’s title insurance coverage. The title insurance company Northwest Kansas Title Co, LLC; 0000 Xxxx Xx., Xxxxxxxx, Xx. 00000, will furnish a copy of the commitment for title insurance and copies of all of the exception documents referred to therein (hereafter collectively referred to as the “Title Commitment”) to Seller, Buyer, Buyer’s lender lender, and the listing/selling broker as promptly as possible. The Title Commitment shall show a merchantable title vested in Seller, subject to easements, restrictions and protective covenants of record, right-of-way’s, setbacks, tenant rights, trees, fences, ordinances and regulations, unmatured and future assessments, restrictions and protective covenants of record, provided no forfeiture provisions as contained therein, encroachments and overlaps, zoning laws, ordinances and regulations, those exceptions which are standard to a policy of title insurance in the State of Kansas or as specified herein, and those matters attaching to the title by reason of Buyer taking title to the real property. Buyer shall have a period of five (5) days following receipt of the Title Commitment (the “Objection Period”) in which to examine the Title Commitment and advise Seller in writing of any objections ("Title Objections") the Buyer may have to Seller's title as shown in the Title Commitment. Seller shall then have a period of five (5) days in which to notify Buyer in writing of those Title Objections it elects to cure. In the event Seller elects to cure less than all of the Title Objections, Buyer shall have the right to terminate this Agreement by giving Seller written notice thereof within five (5) days of its receipt of Seller's notice, in which case the Xxxxxxx Money shall be returned to Buyer, and thereafter neither party shall have any further obligation hereunder. In the event Buyer does not terminate this Agreement, Seller shall have until Closing ("Cure Period") in which to cure the Title Objections the Seller has elected to cure, which the Buyer Agrees to extend for an additional 45 days in the event Seller has initiated a lawsuit to cure the title objection or objections. Title Objections may also be cured in accordance with applicable current titled standards in the Kansas Title Standards Handbook.

Title Matters. Seller agrees to share equally with Buyer the closing costs and the cost of a title insurance company's commitment for and policy of title insurance, procured through Xxxxxx Abstract & Title, 000 X. Xxxx, Xxxxxxxx, XX 00000 in an amount equal to the full purchase price naming Buyer as the insured. Buyer shall pay for any lender’s/mortgagee’s/instrument holder’s title insurance coverage. The title insurance company Xxxxxx Abstract & Title, will furnish a copy of the commitment for title insurance and copies of all of the exception documents referred to therein (hereafter collectively referred to as the “Title Commitment”) to Seller, Buyer, Buyer’s lender lender, and the listing/selling broker as promptly as possible. The Title Commitment shall show a merchantable title vested in Seller, subject to easements, restrictions and protective covenants of record, right-of-way’s, setbacks, tenant rights, trees, fences, ordinances and regulations, unmatured and future assessments, restrictions and protective covenants of record, provided no forfeiture provisions as contained therein, encroachments and overlaps, zoning laws, ordinances and regulations, those exceptions which are standard to a policy of title insurance in the State of Kansas or as specified herein, and those matters attaching to the title by reason of Buyer taking title to the real property. Buyer shall have a period of five (5) days following receipt of the Title Commitment (the “Objection Period”) in which to examine the Title Commitment and advise Seller in writing of any objections ("Title Objections") the Buyer may have to Seller's title as shown in the Title Commitment. Seller shall then have a period of five (5) days in which to notify Buyer in writing of those Title Objections it elects to cure. In the event Seller elects to cure less than all of the Title Objections, Buyer shall have the right to terminate this Agreement by giving Seller written notice thereof within five (5) days of its receipt of Seller's notice, in which case the Xxxxxxx Money shall be returned to Buyer, and thereafter neither party shall have any further obligation hereunder. In the event Buyer does not terminate this Agreement, Seller shall have until Closing ("Cure Period") in which to cure the Title Objections the Seller has elected to cure, which the Buyer Agrees to extend for an additional 45 days in the event Seller has initiated a lawsuit to cure the title objection or objections. Title Objections may also be cured in accordance with applicable current titled standards in the Kansas Title Standards Handbook.

Title Matters. Seller agrees to share equally with Buyer the closing costs and the cost of a title insurance company's commitment for and policy of title insurance, procured through: Cheyenne County Title Company, LLC; 000 X. Xxxx; Bird City, KS 67731 (phone 000-000-0000) in an amount equal to the full purchase price naming Buyer as the insured. Buyer shall pay for any lender’s/mortgagee’s/instrument holder’s title insurance coverage. The title insurance company Cheyenne County Title Company, will furnish a copy of the commitment for title insurance and copies of all of the exception documents referred to therein (hereafter collectively referred to as the “Title Commitment”) to Seller, Buyer, Buyer’s lender lender, and the listing/selling broker as promptly as possible. The Title Commitment shall show a merchantable title vested in Seller, subject to easements, restrictions and protective covenants of record, right-of-way’s, setbacks, tenant rights, trees, fences, ordinances and regulations, unmatured and future assessments, restrictions and protective covenants of record, provided no forfeiture provisions as contained therein, encroachments and overlaps, zoning laws, ordinances and regulations, those exceptions which are standard to a policy of title insurance in the State of Kansas or as specified herein, and those matters attaching to the title by reason of Buyer taking title to the real property. Buyer shall have a period of five (5) days following receipt of the Title Commitment (the “Objection Period”) in which to examine the Title Commitment and advise Seller in writing of any objections ("Title Objections") the Buyer may have to Seller's title as shown in the Title Commitment. Seller shall then have a period of five (5) days in which to notify Buyer in writing of those Title Objections it elects to cure. In the event Seller elects to cure less than all of the Title Objections, Buyer shall have the right to terminate this Agreement by giving Seller written notice thereof within five (5) days of its receipt of Seller's notice, in which case the Xxxxxxx Money shall be returned to Buyer, and thereafter neither party shall have any further obligation hereunder. In the event Buyer does not terminate this Agreement, Seller shall have until Closing ("Cure Period") in which to cure the Title Objections the Seller has elected to cure, which the Buyer Agrees to extend for an additional 45 days in the event Seller has initiated a lawsuit to cure the title objection or objections. Title Objections may also be cured in accordance with applicable current titled standards in the Kansas Title Standards Handbook.

Title Matters. Seller agrees to share equally with Buyer the closing costs and the cost of a title insurance company's commitment for and policy of title insurance, procured through: Outback Title & Escrow Co., 000 Xxxxx Xxxx, X.X. Xxx 000, Xxxxxx Xxxxxxx, Ks., 67758 in an amount equal to the full purchase price naming Buyer as the insured. Buyer shall pay for any lender’s/mortgagee’s/instrument holder’s title insurance coverage. The title insurance company Outback Title & Escrow Co., 000 Xxxxx Xxxx, X.X. Xxx 000, Xxxxxx Xxxxxxx, Ks., 67758 will furnish a copy of the commitment for title insurance and copies of all of the exception documents referred to therein (hereafter collectively referred to as the “Title Commitment”) to Seller, Buyer, Buyer’s lender lender, and the listing/selling broker as promptly as possible. The Title Commitment shall show a merchantable title vested in Seller, subject to easements, restrictions and protective covenants of record, right-of-way’s, setbacks, tenant rights, trees, fences, ordinances and regulations, unmatured and future assessments, restrictions and protective covenants of record, provided no forfeiture provisions as contained therein, encroachments and overlaps, zoning laws, ordinances and regulations, those exceptions which are standard to a policy of title insurance in the State of Kansas or as specified herein, and those matters attaching to the title by reason of Buyer taking title to the real property. Buyer shall have a period of five (5) days following receipt of the Title Commitment (the “Objection Period”) in which to examine the Title Commitment and advise Seller in writing of any objections ("Title Objections") the Buyer may have to Seller's title as shown in the Title Commitment. Seller shall then have a period of five (5) days in which to notify Buyer in writing of those Title Objections it elects to cure. In the event Seller elects to cure less than all of the Title Objections, Buyer shall have the right to terminate this Agreement by giving Seller written notice thereof within five (5) days of its receipt of Seller's notice, in which case the Xxxxxxx Money shall be returned to Buyer, and thereafter neither party shall have any further obligation hereunder. In the event Buyer does not terminate this Agreement, Seller shall have until Closing ("Cure Period") in which to cure the Title Objections the Seller has elected to cure, which the Buyer Agrees to extend for an additional 45 days in the event Seller has initiated a lawsuit to cure the title objection or objections. Title Objections may also be cured in accordance with applicable current titled standards in the Kansas Title Standards Handbook.

Title Matters. Seller agrees has delivered or will deliver to share equally with Buyer promptly after the closing costs Effective Date hereof copies of the Existing Title Policy and Existing Survey, and within ten (10) days of the cost of a title insurance company's commitment for and policy of title insurance. Effective Date, Buyer shall pay for any lender’s/mortgagee’s/instrument holder’s title insurance coverage. The title insurance company will furnish a copy of use diligent efforts to obtain the commitment for title insurance new Title Insurance Commitment through' Escrow Agent and copies of all of the exception documents referred to therein Seller (hereafter collectively referred to as the “Title Commitment”) to Seller, at Buyer, Buyer’s lender and the listing/selling broker as promptly as possible. The Title Commitment shall show a merchantable title vested in Seller's expense, subject to easements, restrictions the provisions of Sections 2.6(a)(8) and protective covenants 2.6(b)(4) of record, right-of-way’s, setbacks, tenant rights, trees, fences, ordinances and regulations, unmatured and future assessments, restrictions and protective covenants of record, provided no forfeiture provisions as contained therein, encroachments and overlaps, zoning laws, ordinances and regulations, those exceptions which are standard this Agreement) shall use diligent efforts to a policy of title insurance in obtain the State of Kansas or as specified herein, and those matters attaching to the title by reason of Buyer taking title to the real propertynew Survey. Buyer shall will have a period of five (5) business days following after its receipt of both the new Title Insurance Commitment (and the “Objection new Survey, but in no event later than the end of the Inspection Period”) in , within which to examine the Title Commitment and advise notify Seller in writing of any conditions, defects, encroachments or other objections to title or survey which are not acceptable to Buyer. Any matter disclosed by the Title Insurance Commitment (other than liens removable by the payment of money) or by the Survey which is not timely specified in Buyer's written notice to Seller, shall be deemed a Permitted Exception. Seller shall use reasonable efforts to cure all objections to title or survey made by Buyer ("Title Objections") the Buyer may have by Closing, but shall not be obligated to Seller's title as shown cure any Title Objections, other than (i) those which are in the nature of a mortgage lien voluntarily imposed by Seller; (ii) a mechanic's or construction lien arising through Seller; or (iii) other claim arising through Seller which can be cured by the payment of money, or (iv) other claim which can be cured by the payment of money, provided the amount of money to be paid to effect the cure does not exceed $5,000.00, and further provided in no event shall Seller be obligated to institute any litigation to cure any Title CommitmentObjections. If Seller elects not to cure a Title Objection, Seller shall then have a period of five (5) days in which to notify Buyer in writing of those such election. If any Title Objections it elects to cure. In the event Seller elects to cure less than all of the Title ObjectionsObjection is not cured by Closing, Buyer shall have may (i) refuse to purchase the right to Shopping Center and terminate this Agreement by giving Seller written notice thereof within five (5) days and immediately receive a return of its receipt of Seller's notice, in which case the Xxxxxxx Money shall be returned Deposit; or (ii) waive such objection(s) and close the purchase of the Shopping Center, subject to Buyerthe Title Objection(s), and thereafter neither party shall have any further obligation hereunder. In without reduction of the event Buyer does not terminate this Agreement, Seller shall have until Closing ("Cure Period") in which to cure the Title Objections the Seller has elected to cure, which the Buyer Agrees to extend for an additional 45 days in the event Seller has initiated a lawsuit to cure the title objection or objections. Title Objections may also be cured in accordance with applicable current titled standards in the Kansas Title Standards HandbookPurchase Price.

Title Matters. Seller agrees Purchaser has approved (or is hereby deemed to share equally with Buyer have approved) the closing costs state of title to the Properties and all exceptions thereto reflected in the cost written commitments for the issuance of (a) a title insurance companypolicy for each of the Properties, copies of which commitments are attached hereto as Schedule I-1 (the "Commitments"), and (b) a Leasehold Owner's commitment Title Insurance Policy for each of the Properties naming Tenant as the insured, copies of which commitments are attached hereto as Schedule I-2 (the "Leasehold Policy Commitment") (the Commitments and Leasehold Policy Commitments herein, collectively, the "Title Commitments"). Purchaser has approved the Commitments and the form of policy provided for therein. MI has approved the Leasehold Policy Commitments and the form of title insurancethe leasehold policy provided for therein on behalf of the Tenant. Buyer In the event that Seller decides to encumber a Property with an additional document, instrument or other matter, Seller shall pay for any lender’s/mortgagee’s/instrument holder’s title insurance coverage. The title insurance company will furnish give Purchaser notice thereof together with a copy of the commitment for title insurance and copies document, instrument or other matter to be placed of all of record against the exception documents referred to therein Property (hereafter collectively referred to as the “Title Commitment”) to Seller, Buyer, Buyer’s lender and the listing/selling broker as promptly as possible"Additional Exception"). The Title Commitment shall show a merchantable title vested in Seller, subject to easements, restrictions and protective covenants of record, right-of-way’s, setbacks, tenant rights, trees, fences, ordinances and regulations, unmatured and future assessments, restrictions and protective covenants of record, provided no forfeiture provisions as contained therein, encroachments and overlaps, zoning laws, ordinances and regulations, those exceptions which are standard to a policy of title insurance in the State of Kansas or as specified herein, and those matters attaching to the title by reason of Buyer taking title to the real property. Buyer shall have a period of Within five (5) days following Business Days after receipt of the Title Commitment (the “Objection Period”) in which to examine the Title Commitment and advise Seller in writing a notice of any objections Additional Exception with respect to any Property, the Purchaser shall give the Seller notice of its approval or disapproval thereof. Purchaser shall not withhold its approval of any such Additional Exception which would be a Permitted Encumbrance specified in clauses ("Title Objections"a) the Buyer may have through (g), inclusive, of Section 1.46, and shall not unreasonably withhold, delay or condition its approval of any other Additional Exception. If Purchaser fails to Seller's title as shown in the Title Commitment. Seller shall then have a period of respond within said five (5) days in Business Day period, Purchaser shall be deemed to have approved such Additional Exception. If Purchaser unreasonably disapproves of any Additional Exception, Seller shall be excused from performing any term or condition (or any portion or aspect of a term or condition) of this Agreement which Seller is unable or unwilling to notify Buyer in writing perform as a result of those Title Objections it elects its inability to cureenter into and/or record such Additional Exception. In the event that an encumbrance is placed on any Property (other than a monetary encumbrance, which Seller elects shall pay, provided such encumbrance does not exceed $250,000) as a result of judicial action taken by a local, state, or Federal governmental entity with respect to cure less than all violation of any state or Federal environmental laws not caused by, authorized or acquiesced to by Seller, the Title Objections, Buyer Purchaser's sole remedy shall have the right be (A) to terminate this Agreement by giving Seller written notice thereof within five (5) days of its receipt of Seller's noticewith respect to the affected Property, in which case event this Agreement shall terminate and be of no further force or effect with respect to the Xxxxxxx Money shall be returned to Buyer, affected Property and thereafter neither party shall have any further obligation hereunder. In the event Buyer does not terminate this Agreement, Seller shall have until Closing reimburse to Purchaser the Purchaser's expenses incurred in respect of such affected Property, not to exceed $30,000 ("Cure Period"and direct Escrow Agent to refund to Purchaser that portion of the Deposit allocable to the affected Property as provided in Section 10.3) in which or (B) to cure consummate the Title Objections the Seller has elected to curetransactions contemplated hereby, which the Buyer Agrees to extend for an additional 45 days notwithstanding such encumbrance, without any abatement or reduction in the event Seller has initiated a lawsuit to cure Allocable Purchase Price for the title objection or objections. Title Objections may also be cured in accordance with applicable current titled standards in the Kansas Title Standards Handbookaffected Property on account thereof.

Title Matters. Seller agrees Promptly upon execution of this Agreement, the Candlewood Parties shall order from the Title Company and direct the Title Company promptly to share equally with Buyer deliver to the closing costs and the cost of Purchaser a preliminary title insurance companycommitment, for an ALTA extended owner's commitment for and policy of title insurance. Buyer shall pay for any lender’s/mortgagee’s/instrument holder’s title insurance coverage. The title insurance company will furnish a copy of the commitment for title insurance and copies of all of the exception documents referred to therein (hereafter collectively referred to as the “Title Commitment”) to Seller, Buyer, Buyer’s lender and the listing/selling broker as promptly as possible. The Title Commitment shall show a merchantable title vested in Seller, subject to easements, restrictions and protective covenants of record, right-of-way’s, setbacks, tenant rights, trees, fences, ordinances and regulations, unmatured and future assessments, restrictions and protective covenants of record, provided no forfeiture provisions as contained therein, encroachments and overlaps, zoning laws, ordinances and regulations, those exceptions which are standard to a policy of title insurance in with respect to each of the State Properties, together with complete and legible copies of Kansas or all instruments and documents referred to as specified hereinexceptions to title (collectively, and those matters attaching the "Title Commitments"). Prior to the title by reason of Buyer taking title to the real property. Buyer shall have a period of five (5) days following receipt expiration of the Title Commitment Review Period, the Purchaser shall give the Candlewood Parties notice of any title exceptions (other than Permitted Encumbrances) which adversely affect any Property in any material respect and as to which the “Objection Period”) in which Purchaser reasonably objects. If, for any reason, the Candlewood Parties are unable or unwilling to examine take such actions as may be required to cause such exceptions to be removed from the Title Commitment Commitments, the Candlewood Parties shall give the Purchaser notice thereof; it being understood and advise Seller in writing of any objections ("Title Objections") agreed that the Buyer may have to Seller's title as shown in the Title Commitment. Seller shall then have a period of five (5) days in which to notify Buyer in writing of those Title Objections it elects to cure. In the event Seller elects to cure less than all failure of the Title ObjectionsCandlewood Parties to give such notice within ten (10) Business Days after the Purchaser's notice of objection shall be deemed an election by the Candlewood Parties not to remedy such matters. If the Candlewood Parties shall be unable or unwilling to remove any title defects to which the Purchaser has reasonably objected, Buyer shall have the right Purchaser may elect (i) to terminate this Agreement by giving Seller written notice thereof within five (5) days of its receipt of Seller's noticewith respect to the affected Property, in which case event, the Xxxxxxx Money Purchase Price shall be returned reduced by the Allocable Purchase Price of the affected Properties and this Agreement shall be of no further force and effect with respect to Buyerthe affected Properties or (ii) to consummate the transactions contemplated hereby, and thereafter neither party notwithstanding such title defect, without any abatement or reduction in the Purchase Price on account thereof. The Purchaser shall have make any further obligation hereunder. In such election by written notice to the event Buyer does not terminate this Agreement, Seller shall have until Closing ("Cure Period") in which Candlewood Parties given on or prior to the fifth Business Day after the Candlewood Parties' notice of their unwillingness or inability to cure such defect. Failure of the Title Objections Purchaser to give such notice shall be deemed an election by the Seller has elected Purchaser to cure, which the Buyer Agrees to extend for an additional 45 days in the event Seller has initiated a lawsuit to cure the title objection or objections. Title Objections may also be cured proceed in accordance with applicable current titled standards in the Kansas Title Standards Handbookclause (ii) above and such exception shall be deemed a Permitted Encumbrance.

Title Matters. Seller Xxxxxx agrees to share equally with Buyer the closing costs and the cost of a title insurance company's commitment for and policy of title insurance. Buyer shall pay for any lender’s/mortgagee’s/instrument holder’s title insurance coverage. The title insurance company will furnish a copy of the commitment for title insurance and copies of all of the exception documents referred to therein (hereafter collectively referred to as the “Title Commitment”) to Seller, Buyer, BuyerXxxxx’s lender and the listing/selling broker as promptly as possible. The Title Commitment shall show a merchantable title vested in Seller, subject to easements, restrictions and protective covenants of record, right-of-way’s, setbacks, tenant rights, trees, fences, ordinances and regulations, unmatured and future assessments, restrictions and protective covenants of record, provided no forfeiture provisions as contained therein, encroachments and overlaps, zoning laws, ordinances and regulations, those exceptions which are standard to a policy of title insurance in the State of Kansas or as specified herein, and those matters attaching to the title by reason of Buyer taking title to the real property. Buyer shall have a period of five (5) days following receipt of the Title Commitment (the “Objection Period”) in which to examine the Title Commitment and advise Seller in writing of any objections ("Title Objections") the Buyer may have to Seller's title as shown in the Title Commitment. Seller shall then have a period of five (5) days in which to notify Buyer in writing of those Title Objections it elects to cure. In the event Seller elects to cure less than all of the Title Objections, Buyer shall have the right to terminate this Agreement by giving Seller written notice thereof within five (5) days of its receipt of Seller's notice, in which case the Xxxxxxx Money shall be returned to Buyer, and thereafter neither party shall have any further obligation hereunder. In the event Buyer does not terminate this Agreement, Seller shall have until Closing ("Cure Period") in which to cure the Title Objections the Seller has elected to cure, which the Buyer Agrees to extend for an additional 45 days in the event Seller has initiated a lawsuit to cure the title objection or objections. Title Objections may also be cured in accordance with applicable current titled standards in the Kansas Title Standards Handbook.

Title Matters. Seller agrees to share equally with Buyer Purchaser has received from the closing costs and the cost of Title ------------- Company a preliminary title insurance company's commitment for and a fee policy of title insurance. Buyer shall pay for any lender’s/mortgagee’s/instrument holder’s title insurance coverage. The title insurance company will furnish a copy having an effective date after the effective date of the commitment Original Agreement, for title insurance and copies of all of the exception documents referred to therein an ALTA (hereafter collectively referred to as the “Title Commitment”or such other form reasonably approved by Purchaser) to Seller, Buyer, Buyer’s lender and the listing/selling broker as promptly as possible. The Title Commitment shall show a merchantable title vested in Seller, subject to easements, restrictions and protective covenants of record, right-of-way’s, setbacks, tenant rights, trees, fences, ordinances and regulations, unmatured and future assessments, restrictions and protective covenants of record, provided no forfeiture provisions as contained therein, encroachments and overlaps, zoning laws, ordinances and regulations, those exceptions which are standard to a owner's policy of title insurance in the State of Kansas or as specified herein, and those matters attaching with respect to the Property, together with complete and legible copies of all instruments and documents referred to as exceptions to title by reason of Buyer taking title to (collectively, the real property. Buyer shall have a period of five (5) days following receipt of the Title Commitment (the “Objection Period”) in which to examine the Title Commitment and advise Seller in writing of any objections ("Title ObjectionsCommitment") ). Except as set forth on the Buyer may Diligence Notice, Purchaser ---------------- acknowledges and agrees that it does not have any other objections to Seller's any title as exceptions shown in on the Title Commitment. Seller acknowledges and agrees that Seller shall then have a period of five (5) days attempt to remedy the objections set forth in which the Diligence Notice with respect to notify Buyer in writing of those Title Objections it elects to cure. In the event Property; Seller elects to cure less than all of the Title Objections, Buyer shall have the right to adjourn the Closing Date pursuant to Section 3.6 for up to ninety (90) days for such purpose. If ----------- Seller shall be unable to remove any such title defects to which Purchaser has objected in accordance with this Section 3.3, Purchaser may elect (i) to ----------- terminate this Agreement with respect to the affected Properties, and this Agreement shall be of no further force and effect, except as otherwise expressly provided herein, or (ii) to consummate the transactions contemplated hereby, notwithstanding such title defect, without any abatement or reduction in the Purchase Price on account thereof. Purchaser shall make any such election by giving Seller written notice thereof within five (5) days to Seller given on or prior to the earlier of the Closing Date or the fifth Business Day after Seller's notice of its receipt of Seller's noticeinability to cure such defect, in which case the Xxxxxxx Money and time shall be returned of the essence with respect to Buyerthe giving of such notices by Purchaser. Failure of Purchaser to give such notice shall be deemed an election by Purchaser to proceed in accordance with clause (ii) above, and thereafter neither party such exception shall have any further obligation hereunderbe a Permitted Encumbrance. In Notwithstanding the event Buyer does not terminate this Agreementforegoing, Seller shall be obligated to take any and all actions necessary to remove as a title exception (and shall not have until Closing ("Cure Period"the aforesaid option to not cure) in which to cure any mortgages, deeds of trust, judgments and other liens of a monetary nature, as well as any liens or encumbrances created, permitted or suffered by Seller from and after the Title Objections date of the Seller has elected to cure, which the Buyer Agrees to extend for an additional 45 days in the event Seller has initiated a lawsuit to cure the title objection or objections. Title Objections may also be cured in accordance with applicable current titled standards in the Kansas Title Standards HandbookDiligence Notice.

Title Matters. Seller agrees Prior to share equally with Buyer execution of this Agreement, the closing costs Purchaser has ordered from the Title Company and directed the cost of Title Company promptly to deliver to the Purchaser a preliminary title insurance companycommitment, for an ALTA extended owner's commitment for and policy of title insurance. Buyer shall pay for any lender’s/mortgagee’s/instrument holder’s title insurance coverage. The title insurance company will furnish a copy of the commitment for title insurance and copies of all of the exception documents referred to therein (hereafter collectively referred to as the “Title Commitment”) to Seller, Buyer, Buyer’s lender and the listing/selling broker as promptly as possible. The Title Commitment shall show a merchantable title vested in Seller, subject to easements, restrictions and protective covenants of record, right-of-way’s, setbacks, tenant rights, trees, fences, ordinances and regulations, unmatured and future assessments, restrictions and protective covenants of record, provided no forfeiture provisions as contained therein, encroachments and overlaps, zoning laws, ordinances and regulations, those exceptions which are standard to a policy of title insurance in with respect to each of the State Properties, together with complete and legible copies of Kansas or all instruments and documents referred to as specified hereinexceptions to title (collectively, and those matters attaching to the title by reason of Buyer taking title to the real property"Title Commitments"). Buyer shall have a period of five Within ten (510) days following Business Days after receipt of the Title Commitment Commitments, the Purchaser shall give the ShoLodge Parties notice of any title exceptions (other than Permitted Encumbrances) which adversely affect any Property in any material respect and as to which the “Objection Period”) in which Purchaser reasonably objects. If, for any reason, the ShoLodge Parties are unable or unwilling to examine take such actions as may be required to cause such exceptions to be removed from the Title Commitment Commitments, the ShoLodge Parties shall give the Purchaser notice thereof; it being understood and advise Seller in writing of any objections ("Title Objections") agreed that the Buyer may have to Seller's title as shown in the Title Commitment. Seller shall then have a period of five (5) days in which to notify Buyer in writing of those Title Objections it elects to cure. In the event Seller elects to cure less than all failure of the Title ObjectionsShoLodge Parties to give such notice within ten (10) Business Days after the Purchaser's notice of objection shall be deemed an election by the ShoLodge Parties to remedy such matters. If the ShoLodge Parties shall be unable or unwilling to remove any title defects to which the Purchaser has reasonably objected, Buyer shall have the right Purchaser may elect (i) to terminate this Agreement by giving Seller written notice thereof within five (5) days of its receipt of Seller's noticewith respect to the affected Property, in which case event, the Xxxxxxx Money Purchase Price shall be returned reduced by the Allocable Purchase Price of the affected Properties and this Agreement shall be of no further force and effect with respect to Buyerthe affected Properties or (ii) to consummate the transactions contemplated hereby, and thereafter neither party notwithstanding such title defect, without any abatement or reduction in the Purchase Price on account thereof. The Purchaser shall have make any further obligation hereunder. In such election by written notice to the event Buyer does not terminate this Agreement, Seller shall have until Closing ("Cure Period") in which ShoLodge Parties given on or prior to the fifth Business Day after the ShoLodge Parties' notice of their unwillingness or inability to cure such defect. Failure of the Title Objections Purchaser to give such notice shall be deemed an election by the Seller has elected Purchaser to cure, which the Buyer Agrees to extend for an additional 45 days in the event Seller has initiated a lawsuit to cure the title objection or objections. Title Objections may also be cured proceed in accordance with applicable current titled standards in the Kansas Title Standards Handbookclause (ii) above and such exception shall be deemed a Permitted Encumbrance.

Title Matters. Seller agrees (a) Purchaser shall have until the end of the Inspection Period to share equally with Buyer the closing costs examine title to and the cost of a title insurance company's commitment for and policy of title insurance. Buyer shall pay for any lender’s/mortgagee’s/instrument holder’s title insurance coverage. The title insurance company will furnish a copy Survey of the commitment for title insurance Real Property and copies to furnish Seller with a written statement of all of the exception documents referred to therein (hereafter collectively referred to as the “Title Commitment”) to Seller, Buyer, Buyer’s lender and the listing/selling broker as promptly as possible. The Title Commitment shall show a merchantable title vested in Seller, subject to easements, restrictions and protective covenants of record, right-of-way’s, setbacks, tenant rights, trees, fences, ordinances and regulations, unmatured and future assessments, restrictions and protective covenants of record, provided no forfeiture provisions as contained therein, encroachments and overlaps, zoning laws, ordinances and regulations, those exceptions which are standard to a policy of title insurance in the State of Kansas or as specified herein, and those matters attaching objections to the title or Survey, if any, other than the Permitted Exceptions, accompanied by reason copies of Buyer taking Purchaser's title commitment or Survey disclosing such objections to title and all documents listed therein as exceptions to title. Thereafter, Purchaser shall have until the Closing Date in which to reexamine title to the real property. Buyer shall have a period of five (5) days following receipt of the Title Commitment (the “Objection Period”) Property and in which to examine the Title Commitment and advise give Seller in writing written notice of any additional encumbrances, other than the Permitted Exceptions and those disclosed by the earlier title examination, disclosed by such reexamination. Should Purchaser fail to notify Seller of any such objections ("Title Objections") within the Buyer may aforesaid time periods, Purchaser shall be deemed to have waived all objections to Seller's the title as shown in to the Title CommitmentProperty. Seller shall then have a period the right, until the Closing Date, to satisfy or cure all valid objections to title of five which it was timely notified by Purchaser, but not the obligation to satisfy or cure such title objections; provided, however, that Seller, upon written notice to Purchaser, may postpone the Closing by thirty (530) days in which order that such objections might be cured. Should Seller fail to notify Buyer in writing of those Title Objections it elects to cure. In satisfy or cure all such valid objections by the event Seller elects to cure less than all of the Title ObjectionsClosing Date, Buyer as postponed, if appropriate, then Purchaser shall have the right right, at Purchaser's election, either to terminate this Agreement by giving (without return of the Deposit, except as provided on Exhibit "B"), or to waive those title objections which Seller written notice thereof within five (5) days failed to satisfy or cure and proceed to close the sale of its receipt the Property contemplated herein and accept the Property subject to such objections with no reduction in the Purchase Price. For purposes of Seller's noticethis Agreement, in which case the Xxxxxxx Money term "Permitted Exceptions" shall be returned mean taxes and assessments for the Property not yet due and payable, the exceptions to Buyertitle shown on Exhibit "T-1", attached hereto, and thereafter neither party such additional title exceptions as Purchaser shall have any further obligation approve or waive hereunder. (b) In the event Buyer does that Purchaser should furnish to Seller such written statement of objections and should Seller fail to convey title to the Real Property subject only to the Permitted Exceptions and should Purchaser not waive all title objections other than the Permitted Exceptions, Purchaser's sole remedy shall be to terminate this AgreementAgreement (without return of the Deposit, Seller shall have until Closing (except as provided on Exhibit "Cure PeriodB") in which event this Agreement shall wholly cease and terminate, the parties hereto shall have no further rights or obligations hereunder, except for the Surviving Covenants, and the lien or right, if any, of the Purchaser against or to cure the Title Objections Property shall wholly cease. Except as specifically provided herein, Seller shall not be required and is not obligated hereby to bring any action or proceeding or otherwise to incur an expense to render the title to the Property free of any liens and encumbrances, subject to the Permitted Exceptions. The acceptance of a deed to the Real Property by Purchaser shall be deemed to be a full performance of and discharge of every agreement and obligation on the part of Seller has elected to curebe performed pursuant to the provisions of this Agreement, except those pursuant to any articles hereof which are herein specifically stated to survive the Closing. (c) Seller hereby covenants that it shall not voluntarily transfer, sell, assign, encumber, hypothecate or otherwise dispose of any or all of its right, title and interest in and to the Property or any portion thereof granting to any person or entity any rights with respect to the Property or any interest whatsoever therein without the consent of Purchaser, which will not be unreasonably withheld, conditioned or delayed, during the Buyer Agrees existence of this Agreement. (d) Notwithstanding any other provision of this Section 6 to extend for an the contrary, Seller shall satisfy, cure or cause to be released or bonded off of the Property, at Seller's election, (i) all materialmen's and mechanic's liens affecting the Property shown as mechanics or materialmen's liens on Exhibit "T-2", attached hereto (but not liens attaching to the Property which are caused or created by Purchaser either from work ordered by Purchaser or due to Purchaser's disclosure of information to tenants or others during the existence of this Agreement (collectively, the "Purchaser Created Liens"); (ii) the additional 45 days items listed on Exhibit "T-2", and (iii) the lien and interest of any other person or any other entity securing a loan to Seller in respect of the event Seller has initiated a lawsuit to cure the title objection or objectionsProperty. Title Objections may also be cured in accordance with applicable current titled standards in the Kansas Title Standards HandbookArticle 7.

Title Matters. Seller agrees Promptly upon execution of this Agreement, the Candlewood Parties shall order from the Title Company and direct the Title Company promptly to share equally with Buyer deliver to the closing costs and the cost of Purchaser a preliminary title insurance companycommitment, for an ALTA extended owner's commitment for and policy of title insurance. Buyer shall pay for any lender’s/mortgagee’s/instrument holder’s title insurance coverage. The title insurance company will furnish a copy of the commitment for title insurance and copies of all of the exception documents referred to therein (hereafter collectively referred to as the “Title Commitment”) to Seller, Buyer, Buyer’s lender and the listing/selling broker as promptly as possible. The Title Commitment shall show a merchantable title vested in Seller, subject to easements, restrictions and protective covenants of record, right-of-way’s, setbacks, tenant rights, trees, fences, ordinances and regulations, unmatured and future assessments, restrictions and protective covenants of record, provided no forfeiture provisions as contained therein, encroachments and overlaps, zoning laws, ordinances and regulations, those exceptions which are standard to a policy of title insurance in with respect to each of the State Properties, together with complete and legible copies of Kansas or all instruments and documents referred to as specified hereinexceptions to title (collectively, and those matters attaching to the title by reason of Buyer taking title to the real property"Title Commitments"). Buyer shall have a period of five Within ten (510) days following Business Days after receipt of the Title Commitment Commitments, the Purchaser shall give the Candlewood Parties notice of any title exceptions (other than Permitted Encumbrances) which adversely affect any Property in any material respect and as to which the “Objection Period”) in which Purchaser reasonably objects. If, for any reason, the Candlewood Parties are unable or unwilling to examine take such actions as may be required to cause such exceptions to be removed from the Title Commitment Commitments, the Candlewood Parties shall give the Purchaser notice thereof; it being understood and advise Seller in writing of any objections ("Title Objections") agreed that the Buyer may have to Seller's title as shown in the Title Commitment. Seller shall then have a period of five (5) days in which to notify Buyer in writing of those Title Objections it elects to cure. In the event Seller elects to cure less than all failure of the Title ObjectionsCandlewood Parties to give such notice within ten (10) Business Days after the Purchaser's notice of objection shall be deemed an election by the Candlewood Parties not to remedy such matters. If the Candlewood Parties shall be unable or unwilling to remove any title defects to which the Purchaser has reasonably objected, Buyer shall have the right Purchaser may elect (i) to terminate this Agreement by giving Seller written notice thereof within five (5) days of its receipt of Seller's noticewith respect to the affected Property, in which case event, the Xxxxxxx Money Purchase Price shall be returned reduced by the Allocable Purchase Price of the affected Properties and this Agreement shall be of no further force and effect with respect to Buyerthe affected Properties or (ii) to consummate the transactions contemplated hereby, and thereafter neither party notwithstanding such title defect, without any abatement or reduction in the Purchase Price on account thereof. The Purchaser shall have make any further obligation hereunder. In such election by written notice to the event Buyer does not terminate this Agreement, Seller shall have until Closing ("Cure Period") in which Candlewood Parties given on or prior to the fifth Business Day after the Candlewood Parties' notice of their unwillingness or inability to cure such defect. Failure of the Title Objections Purchaser to give such notice shall be deemed an election by the Seller has elected Purchaser to cure, which the Buyer Agrees to extend for an additional 45 days in the event Seller has initiated a lawsuit to cure the title objection or objections. Title Objections may also be cured proceed in accordance with applicable current titled standards in the Kansas Title Standards Handbookclause (ii) above and such exception shall be deemed a Permitted Encumbrance.

Title Matters. Seller agrees to share equally with Buyer the closing costs and the cost of a title insurance company's commitment for and policy of title insurance, procured through: Security 1st Title, Hutchinson, KS 67501in an amount equal to the full purchase price naming Buyer as the insured. Buyer shall pay for any lender’s/mortgagee’s/instrument holder’s title insurance coverage. The title insurance company Security 1st Title, will furnish a copy of the commitment for title insurance and copies of all of the exception documents referred to therein (hereafter collectively referred to as the “Title Commitment”) to Seller, Buyer, Buyer’s lender lender, and the listing/selling broker as promptly as possible. The Title Commitment shall show a merchantable title vested in Seller, subject to easements, restrictions and protective covenants of record, right-of-way’s, setbacks, tenant rights, trees, fences, ordinances and regulations, unmatured and future assessments, restrictions and protective covenants of record, provided no forfeiture provisions as contained therein, encroachments and overlaps, zoning laws, ordinances and regulations, those exceptions which are standard to a policy of title insurance in the State of Kansas or as specified herein, and those matters attaching to the title by reason of Buyer taking title to the real property. Buyer shall have a period of five (5) days following receipt of the Title Commitment (the “Objection Period”) in which to examine the Title Commitment and advise Seller in writing of any objections ("Title Objections") the Buyer may have to Seller's title as shown in the Title Commitment. Seller shall then have a period of five (5) days in which to notify Buyer in writing of those Title Objections it elects to cure. In the event Seller elects to cure less than all of the Title Objections, Buyer shall have the right to terminate this Agreement by giving Seller written notice thereof within five (5) days of its receipt of Seller's notice, in which case the Xxxxxxx Money shall be returned to Buyer, and thereafter neither party shall have any further obligation hereunder. In the event Buyer does not terminate this Agreement, Seller shall have until Closing ("Cure Period") in which to cure the Title Objections the Seller has elected to cure, which the Buyer Agrees to extend for an additional 45 days in the event Seller has initiated a lawsuit to cure the title objection or objections. Title Objections may also be cured in accordance with applicable current titled standards in the Kansas Title Standards Handbook.

Title Matters. Seller agrees to share equally with Buyer the closing costs and the cost of a title insurance company's commitment for and policy of title insurance, procured through: Security 1st Title, 000 Xxxx Xxxxxx Xxxxx, Xxxxx, XX 00000 in an amount equal to the full purchase price naming Buyer as the insured. Buyer shall pay for any lender’s/mortgagee’s/instrument holder’s title insurance coverage. The title insurance company Security 1st Title, will furnish a copy of the commitment for title insurance and copies of all of the exception documents referred to therein (hereafter collectively referred to as the “Title Commitment”) to Seller, Buyer, Buyer’s lender lender, and the listing/selling broker as promptly as possible. The Title Commitment shall show a merchantable title vested in Seller, subject to easements, restrictions and protective covenants of record, right-of-way’s, setbacks, tenant rights, trees, fences, ordinances and regulations, unmatured and future assessments, restrictions and protective covenants of record, provided no forfeiture provisions as contained therein, encroachments and overlaps, zoning laws, ordinances and regulations, those exceptions which are standard to a policy of title insurance in the State of Kansas or as specified herein, and those matters attaching to the title by reason of Buyer taking title to the real property. Buyer shall have a period of five (5) days following receipt of the Title Commitment (the “Objection Period”) in which to examine the Title Commitment and advise Seller in writing of any objections ("Title Objections") the Buyer may have to Seller's title as shown in the Title Commitment. Seller shall then have a period of five (5) days in which to notify Buyer in writing of those Title Objections it elects to cure. In the event Seller elects to cure less than all of the Title Objections, Buyer shall have the right to terminate this Agreement by giving Seller written notice thereof within five (5) days of its receipt of Seller's notice, in which case the Xxxxxxx Money shall be returned to Buyer, and thereafter neither party shall have any further obligation hereunder. In the event Buyer does not terminate this Agreement, Seller shall have until Closing ("Cure Period") in which to cure the Title Objections the Seller has elected to cure, which the Buyer Agrees to extend for an additional 45 days in the event Seller has initiated a lawsuit to cure the title objection or objections. Title Objections may also be cured in accordance with applicable current titled standards in the Kansas Title Standards Handbook.

Title Matters. Seller agrees to share equally with Buyer Purchaser has received from the closing costs and the cost of Title ------------- Company a preliminary title insurance company's commitment for and a fee policy of title insurance. Buyer shall pay for any lender’s/mortgagee’s/instrument holder’s title insurance coverage. The title insurance company will furnish a copy having an effective date after the date of the commitment Original Agreement, for title insurance and copies of all of the exception documents referred to therein an ALTA (hereafter collectively referred to as the “Title Commitment”or such other form reasonably approved by Purchaser) to Seller, Buyer, Buyer’s lender and the listing/selling broker as promptly as possible. The Title Commitment shall show a merchantable title vested in Seller, subject to easements, restrictions and protective covenants of record, right-of-way’s, setbacks, tenant rights, trees, fences, ordinances and regulations, unmatured and future assessments, restrictions and protective covenants of record, provided no forfeiture provisions as contained therein, encroachments and overlaps, zoning laws, ordinances and regulations, those exceptions which are standard to a owner's policy of title insurance with respect to the Property, together with complete and legible copies of all instruments and documents referred to as exceptions to title (collectively, the "Title ----- Commitment"). Except as set forth in the State of Kansas or as specified hereinDiligence Notice, and those matters attaching Purchaser ---------- acknowledges that it does not have any other objections to the title by reason of Buyer taking title to the real property. Buyer shall have a period of five (5) days following receipt of the Title Commitment (the “Objection Period”) in which to examine the Title Commitment and advise Seller in writing of any objections ("Title Objections") the Buyer may have to Seller's title as exceptions shown in on the Title Commitment. Seller acknowledges and agrees that Seller shall then have a period of five (5) days attempt to remedy the objections set forth in which the Diligence Notice with respect to notify Buyer in writing of those Title Objections it elects to curethe Property. In the event Seller elects to cure less than all of the Title Objections, Buyer shall have the right to adjourn the Closing Date pursuant to Section 3.6 for up to ninety (90) days for such purpose. If Seller ----------- shall be unable to remove any such title defects to which Purchaser has objected in accordance with this Section 3.3, Purchaser may elect (i) to terminate this ----------- Agreement, and this Agreement shall be of no further force and effect, except as otherwise expressly provided herein, or (ii) to consummate the transactions contemplated hereby, notwithstanding such title defect, without any abatement or reduction in the Purchase Price on account thereof. Purchaser shall make any such election by giving Seller written notice thereof within five (5) days to Seller given on or prior to the earlier of the Closing Date or the fifth Business Day after Seller's notice of its receipt of Seller's noticeinability to cure such defect, in which case the Xxxxxxx Money and time shall be returned of the essence with respect to Buyerthe giving of such notices by Purchaser. Failure of Purchaser to give such notice shall be deemed an election by Purchaser to proceed in accordance with clause (ii) above, and thereafter neither party such exception shall have any further obligation hereunderbe a Permitted Encumbrance. In Notwithstanding the event Buyer does not terminate this Agreementforegoing, Seller shall be obligated to take any and all actions necessary to remove as a title exception (and shall not have until Closing ("Cure Period"the aforesaid option to not cure) in which to cure any mortgages, deeds of trust, judgments and other liens of a monetary nature, as well as any liens or encumbrances created, permitted or suffered by Seller from and after the Title Objections date of the Seller has elected to cure, which the Buyer Agrees to extend for an additional 45 days in the event Seller has initiated a lawsuit to cure the title objection or objections. Title Objections may also be cured in accordance with applicable current titled standards in the Kansas Title Standards HandbookDiligence Notice.

Title Matters. Seller agrees Prior to share equally with Buyer the closing costs date hereof, the Sellers and Purchaser shall have ordered from the Title Company and directed the Title Company promptly to deliver to the Purchaser and the cost of Sellers a preliminary title insurance company's commitment for an ALTA extended owner's policy and policy of title insurance. Buyer shall pay for any lender’s/mortgagee’s/instrument holder’s title insurance coverage. The title insurance company will furnish a copy of the commitment for title insurance and copies of all of the exception documents referred to therein (hereafter collectively referred to as the “Title Commitment”) to Seller, Buyer, Buyer’s lender and the listing/selling broker as promptly as possible. The Title Commitment shall show a merchantable title vested in Seller, subject to easements, restrictions and protective covenants of record, right-of-way’s, setbacks, tenant rights, trees, fences, ordinances and regulations, unmatured and future assessments, restrictions and protective covenants of record, provided no forfeiture provisions as contained therein, encroachments and overlaps, zoning laws, ordinances and regulations, those exceptions which are standard to a ALTA leasehold policy of title insurance in with respect to each of the State Properties, together with complete and legible copies of Kansas or all instruments and documents referred to as specified hereinexceptions to title (collectively, and those matters attaching to the title by reason of Buyer taking title to the real property"Title Commitments"). Buyer shall have a period of five Within fifteen (515) days following Business Days after receipt of a Title Commitment with respect to any Property, the Purchaser shall give the Sellers notice of any title exceptions (other than Permitted Encumbrances) which adversely affect such Property in any material respect and as to which the Purchaser reasonably objects. If, for any reason, the Sellers are unable or unwilling to take such actions as may be required to cause such exceptions to be removed from the Title Commitment (Commitments, the “Objection Period”) in which to examine Sellers shall give the Title Commitment Purchaser notice thereof; it being understood and advise Seller in writing of any objections ("Title Objections") agreed that the Buyer may have to Seller's title as shown in the Title Commitment. Seller shall then have a period of five (5) days in which to notify Buyer in writing of those Title Objections it elects to cure. In the event Seller elects to cure less than all failure of the Title ObjectionsSellers to give such notice within fifteen (15) Business Days after the Purchaser's notice of objection shall be deemed an election by the Sellers not to remedy such matters. If the Sellers shall be unwilling or unable to remove any title defects to which the Purchaser has reasonably objected, Buyer shall have the right Purchaser may elect (i) to terminate this Agreement by giving Seller written notice thereof within five (5) days of its receipt of Seller's noticewith respect to the affected Property, in which case the Xxxxxxx Money event, this Agreement shall be returned of no further force and effect with respect to Buyersuch Property or (ii) to consummate the transactions contemplated hereby, and thereafter neither party notwithstanding such title defect, without any abatement or reduction in the Allocable Purchase Price of the affected Property on account thereof. The Purchaser shall have make any further obligation hereunder. In such election by written notice to the event Buyer does not terminate this Agreement, Seller shall have until Closing ("Cure Period") in which Sellers given on or prior to the fifth Business Day after the Sellers' notice of their inability or unwillingness to cure such defect. Failure of the Title Objections Purchaser to give such notice shall be deemed an election by the Seller has elected Purchaser to cure, which the Buyer Agrees to extend for an additional 45 days in the event Seller has initiated a lawsuit to cure the title objection or objections. Title Objections may also be cured proceed in accordance with applicable current titled standards in the Kansas Title Standards Handbookclause (ii) above.

Title Matters. Seller agrees Purchaser has approved (or is hereby deemed to share equally with Buyer have approved) the closing costs state of title to the Property and all exceptions thereto reflected in the cost written commitments for the issuance of (a) a title insurance companypolicy for the Property, a copy of which commitment is attached hereto as Schedule J (the "Commitment"), and (b) a Leasehold Owner's Title Insurance Policy for the Property naming Tenant as the insured, a copy of which commitment is attached hereto as Schedule K (the "Leasehold Policy Commitment") (the Commitment and Leasehold Policy Commitment herein, collectively, the "Title Commitments"). Purchaser has approved the Commitment and the form of policy provided for therein. MI has approved the Leasehold Policy Commitment and the form of the leasehold policy provided for therein on behalf of title insurancethe Tenant. Buyer In the event that Seller decides to encumber a Property with an additional document, instrument or other matter, Seller shall pay for any lender’s/mortgagee’s/instrument holder’s title insurance coverage. The title insurance company will furnish give Purchaser notice thereof together with a copy of the commitment for title insurance and copies document, instrument or other matter to be placed of all of record against the exception documents referred to therein Property (hereafter collectively referred to as the “Title Commitment”) to Seller, Buyer, Buyer’s lender and the listing/selling broker as promptly as possible"Additional Exception"). The Title Commitment shall show a merchantable title vested in Seller, subject to easements, restrictions and protective covenants of record, right-of-way’s, setbacks, tenant rights, trees, fences, ordinances and regulations, unmatured and future assessments, restrictions and protective covenants of record, provided no forfeiture provisions as contained therein, encroachments and overlaps, zoning laws, ordinances and regulations, those exceptions which are standard to a policy of title insurance in the State of Kansas or as specified herein, and those matters attaching to the title by reason of Buyer taking title to the real property. Buyer shall have a period of Within five (5) days following Business Days after receipt of the Title Commitment (the “Objection Period”) in which to examine the Title Commitment and advise Seller in writing a notice of any objections Additional Exception with respect to any Property, the Purchaser shall give the Seller notice of its approval or disapproval thereof. Purchaser shall not withhold its approval of any such Additional Exception which would be a Permitted Encumbrance specified in clauses ("Title Objections"a) through (g), inclusive, of the Buyer may have definition of Permitted Encumbrance in Section 1, and shall not unreasonably withhold, delay or condition its approval of any other Additional Exception. If Purchaser fails to Seller's title as shown in the Title Commitment. Seller shall then have a period of respond within said five (5) days in Business Day period, Purchaser shall be deemed to have approved such Additional Exception. If Purchaser unreasonably disapproves of any Additional Exception, Seller shall be excused from performing any term or condition (or any portion or aspect of a term or condition) of this Agreement which Seller is unable or unwilling to notify Buyer in writing perform as a result of those Title Objections it elects its inability to cureenter into and/or record such Additional Exception. In the event that an encumbrance is placed on any Property (other than a monetary encumbrance, which Seller elects shall pay, provided such encumbrance does not exceed $250,000) as a result of judicial action taken by a local, state, or Federal governmental entity with respect to cure less than all violation of any state or Federal environmental laws not caused by, authorized or acquiesced to by Seller, the Title Objections, Buyer shall have the right to terminate this Agreement by giving Seller written notice thereof within five (5) days of its receipt of SellerPurchaser's notice, in which case the Xxxxxxx Money sole remedy shall be returned (A) to Buyer, and thereafter neither party shall have any further obligation hereunder. In the event Buyer does not terminate this Agreement, in which event this Agreement shall terminate and be of no further force or effect and Seller shall have until Closing reimburse to Purchaser the Purchaser's expenses incurred in respect of the Property, not to exceed $5,000 ("Cure Period"and direct Escrow Agent to refund to Purchaser the Deposit as provided in Section 10.3) in which or (B) to cure consummate the Title Objections the Seller has elected to curetransactions contemplated hereby, which the Buyer Agrees to extend for an additional 45 days notwithstanding such encumbrance, without any abatement or reduction in the event Seller has initiated a lawsuit to cure Purchase Price for the title objection or objections. Title Objections may also be cured in accordance with applicable current titled standards in the Kansas Title Standards HandbookProperty on account thereof.

Title Matters. Seller agrees to share equally with Buyer the closing costs and the cost of a title insurance company's commitment for and policy of title insurance. Buyer shall pay for any lender’s/mortgagee’s/instrument holder’s title insurance coverage. The title insurance company will furnish a copy of the commitment for title insurance and copies of all of the exception documents referred to therein (hereafter collectively referred to as the “Title Commitment”) to Seller, Buyer, BuyerXxxxx’s lender and the listing/selling broker as promptly as possible. The Title Commitment shall show a merchantable title vested in Seller, subject to easements, restrictions and protective covenants of record, right-of-way’s, setbacks, tenant rights, trees, fences, ordinances and regulations, unmatured and future assessments, restrictions and protective covenants of record, provided no forfeiture provisions as contained therein, encroachments and overlaps, zoning laws, ordinances and regulations, those exceptions which are standard to a policy of title insurance in the State of Kansas or as specified herein, and those matters attaching to the title by reason of Buyer taking title to the real property. Buyer shall have a period of five (5) days following receipt of the Title Commitment (the “Objection Period”) in which to examine the Title Commitment and advise Seller in writing of any objections ("Title Objections") the Buyer may have to Seller's title as shown in the Title Commitment. Seller shall then have a period of five (5) days in which to notify Buyer in writing of those Title Objections it elects to cure. In the event Seller elects to cure less than all of the Title Objections, Buyer shall have the right to terminate this Agreement by giving Seller written notice thereof within five (5) days of its receipt of Seller's notice, in which case the Xxxxxxx Money shall be returned to Buyer, and thereafter neither party shall have any further obligation hereunder. In the event Buyer does not terminate this Agreement, Seller shall have until Closing ("Cure Period") in which to cure the Title Objections the Seller has elected to cure, which the Buyer Agrees to extend for an additional 45 days in the event Seller has initiated a lawsuit to cure the title objection or objections. Title Objections may also be cured in accordance with applicable current titled standards in the Kansas Title Standards Handbook.

Title Matters. Seller agrees Prior to share equally with Buyer execution of this Agreement, the closing costs Purchaser has ordered from the Title Company and directed the cost of Title Company promptly to deliver to the Purchaser a preliminary title insurance companycommitment, for an ALTA extended owner's commitment for and policy of title insurance. Buyer shall pay for any lender’s/mortgagee’s/instrument holder’s title insurance coverage. The title insurance company will furnish a copy of the commitment for title insurance and copies of all of the exception documents referred to therein (hereafter collectively referred to as the “Title Commitment”) to Seller, Buyer, Buyer’s lender and the listing/selling broker as promptly as possible. The Title Commitment shall show a merchantable title vested in Seller, subject to easements, restrictions and protective covenants of record, right-of-way’s, setbacks, tenant rights, trees, fences, ordinances and regulations, unmatured and future assessments, restrictions and protective covenants of record, provided no forfeiture provisions as contained therein, encroachments and overlaps, zoning laws, ordinances and regulations, those exceptions which are standard to a policy of title insurance in with respect to each of the State Properties, together with complete and legible copies of Kansas or all instruments and documents referred to as specified hereinexceptions to title (collectively, and those matters attaching to the title by reason of Buyer taking title to the real property"TITLE COMMITMENTS"). Buyer shall have a period of five Within ten (510) days following Business Days after receipt of the Title Commitment Commitments, the Purchaser shall give the ShoLodge Parties notice of any title exceptions (other than Permitted Encumbrances) which adversely affect any Property in any material respect and as to which the “Objection Period”) in which Purchaser reasonably objects. If, for any reason, the ShoLodge Parties are unable or unwilling to examine take such actions as may be required to cause such exceptions to be removed from the Title Commitment Commitments, the ShoLodge Parties shall give the Purchaser notice thereof; it being understood and advise Seller in writing of any objections ("Title Objections") agreed that the Buyer may have to Seller's title as shown in the Title Commitment. Seller shall then have a period of five (5) days in which to notify Buyer in writing of those Title Objections it elects to cure. In the event Seller elects to cure less than all failure of the Title ObjectionsShoLodge Parties to give such notice within ten (10) Business Days after the Purchaser's notice of objection shall be deemed an election by the ShoLodge Parties to remedy such matters. If the ShoLodge Parties shall be unable or unwilling to remove any title defects to which the Purchaser has reasonably objected, Buyer shall have the right Purchaser may elect (i) to terminate this Agreement by giving Seller written notice thereof within five (5) days of its receipt of Seller's noticewith respect to the affected Property, in which case event, the Xxxxxxx Money Purchase Price shall be returned reduced by the Allocable Purchase Price of the affected Properties and this Agreement shall be of no further force and effect with respect to Buyerthe affected Properties or (ii) to consummate the transactions contemplated hereby, and thereafter neither party notwithstanding such title defect, without any abatement or reduction in the Purchase Price on account thereof. The Purchaser shall have make any further obligation hereunder. In such election by written notice to the event Buyer does not terminate this Agreement, Seller shall have until Closing ("Cure Period") in which ShoLodge Parties given on or prior to the fifth Business Day after the ShoLodge Parties' notice of their unwillingness or inability to cure such defect. Failure of the Title Objections Purchaser to give such notice shall be deemed an election by the Seller has elected Purchaser to cure, which the Buyer Agrees to extend for an additional 45 days in the event Seller has initiated a lawsuit to cure the title objection or objections. Title Objections may also be cured proceed in accordance with applicable current titled standards in the Kansas Title Standards Handbookclause (ii) above and such exception shall be deemed a Permitted Encumbrance.

Title Matters. Seller agrees Purchaser has approved (or is hereby deemed to share equally with Buyer have approved) the state of title to the Properties and all exceptions thereto reflected (or to be reflected) in the policies of owner's title insurance ("Title Insurance Policies") issued to the Owners in respect of the Properties at closing costs under the Little Xxxx Xxxxx Contract. The Title Company has delivered to the Purchaser and the cost Seller a preliminary written commitment for (a) the periodic issuance of interim date-down endorsements and a final date-down endorsement to each of the Title Insurance Policies, a copy of which commitment is attached hereto as Schedule I-1 (the "Date-Down Endorsement Commitment"), and (b) for the issuance of a title insurance companyLeasehold Owner's Title Insurance Policy for each of the Properties naming Tenant as the insured, a copy of which commitment is attached hereto as Schedule I-2 (the "Leasehold Policy Commitment") (the Date-Down Endorsement Commitment and Leasehold Policy Commitment herein, collectively, the "Title Commitments"). Purchaser has approved the Date-Down Endorsement Commitment and the form of the date-down endorsement provided for therein for purposes of this Agreement. MI has approved the Leasehold Policy Commitment and the form of the leasehold policy provided for therein on behalf of title insurancethe Tenant. Buyer In the event that any Owner decides to encumber a Property with an additional document, instrument or other matter for which the Declarant's approval is required under the DCCRO, Seller (or such Owner) shall pay for any lender’s/mortgagee’s/instrument holder’s title insurance coverage. The title insurance company will furnish give Purchaser notice thereof together with a copy of the commitment for title insurance and copies document, instrument or other matter to be placed of all of record against the exception documents referred to therein Property (hereafter collectively referred to as the “Title Commitment”) to Seller, Buyer, Buyer’s lender and the listing/selling broker as promptly as possible"Additional Exception"). The Title Commitment shall show a merchantable title vested in Seller, subject to easements, restrictions and protective covenants of record, right-of-way’s, setbacks, tenant rights, trees, fences, ordinances and regulations, unmatured and future assessments, restrictions and protective covenants of record, provided no forfeiture provisions as contained therein, encroachments and overlaps, zoning laws, ordinances and regulations, those exceptions which are standard to a policy of title insurance in the State of Kansas or as specified herein, and those matters attaching to the title by reason of Buyer taking title to the real property. Buyer shall have a period of Within five (5) days following Business Days after receipt of the Title Commitment (the “Objection Period”) in which to examine the Title Commitment and advise Seller in writing a notice of any objections Additional Exception with respect to any Property, the Purchaser shall give the Seller notice of its approval or disapproval thereof. Purchaser shall not withhold its approval of any such Additional Exception which would be a Permitted Encumbrance specified in clauses ("Title Objections"a) the Buyer may have through (h), inclusive, of Section 1.45, and shall not unreasonably withhold, delay or condition its approval of any other Additional Exception. If Purchaser fails to Seller's title as shown in the Title Commitment. Seller shall then have a period of respond within said five (5) days in Business Day period, Purchaser shall be deemed to have approved such Additional Exception. If Purchaser unreasonably disapproves of any Additional Exception, Seller shall be excused from performing any term or condition (or any portion or aspect of a term or condition) of this Agreement which Seller is unable or unwilling to notify Buyer in writing perform as a result of those Title Objections it elects its inability to cureenter into and/or record such Additional Exception. In the event that an encumbrance is placed on any Property (other than a monetary encumbrance, which Seller elects shall pay, provided such encumbrance does not exceed $250,000) as a result of judicial action taken by a local, state, or Federal governmental entity with respect to cure less than all violation of any state or Federal environmental laws not caused by, authorized or acquiesced to by Seller, the Title Objections, Buyer Purchaser's sole remedy shall have the right be (A) to terminate this Agreement by giving Seller written notice thereof within five (5) days of its receipt of Seller's noticewith respect to the affected Property, in which case event this Agreement shall terminate and be of no further force or effect with respect to the Xxxxxxx Money affected Property and Seller shall be returned reimburse to BuyerPurchaser the Purchaser's expenses incurred in respect of such affected Property, not to exceed $140,000 (and thereafter neither party shall have any further obligation hereunder. In if, with respect to all Properties except for the event Buyer does affected Property, either (i) Closing has occurred, or (ii) the contemplated Closing will not occur as a result of Purchaser's election to terminate this Agreement pursuant to Sections 2.3, 2.4, 2.5, 2.7(d), 8.4 or 10.1 of this Agreement, Seller then the Deposit shall have until Closing be refunded to Purchaser) or ("Cure Period"B) in which to cure consummate the Title Objections the Seller has elected to curetransactions contemplated hereby, which the Buyer Agrees to extend for an additional 45 days notwithstanding such encumbrance, without any abatement or reduction in the event Seller has initiated a lawsuit to cure Allocable Purchase Price for the title objection or objections. Title Objections may also be cured in accordance with applicable current titled standards Ownership Interests in the Kansas Title Standards HandbookOwner of the affected Property on account thereof.

Title Matters. (a) From the Effective Date until the First Closing (the “Title Objection Period”), Purchaser shall have the right to deliver to Seller agrees written notice (“Title Objection Notice”) specifying those matters which are not acceptable conditions of title, whether in the Title Documents, the Surveys or otherwise. Except for Disapproved Matters (as defined below) and except as provided herein, all matters affecting title set forth in (i) the Title Documents, (ii) any updated, supplemental or amendment to share equally with Buyer the closing costs and the cost of a title insurance company's commitment for and policy of title insurance. Buyer shall pay for any lender’s/mortgagee’s/instrument holder’s title insurance coverage. The title insurance company will furnish a copy Title Documents issued prior to expiration of the commitment for title insurance and copies of Title Objection Period by the Title Company (together with all of the exception documents referred to therein as exceptions thereto); and (hereafter iii) any ALTA/NSPS survey of the Sites acquired by Purchaser (all such surveys collectively referred to herein as the “Title CommitmentSurvey”) not specifically disapproved by Purchaser within the Title Objection Period shall be deemed to Seller, Buyer, Buyer’s lender and the listing/selling broker as promptly as possiblehave been approved. The Title Commitment shall show a merchantable title vested in Seller, subject to easements, restrictions and protective covenants of record, right-of-way’s, setbacks, tenant rights, trees, fences, ordinances and regulations, unmatured and future assessments, restrictions and protective covenants of record, provided no forfeiture provisions as Notwithstanding anything contained therein, encroachments and overlaps, zoning laws, ordinances and regulations, those exceptions which are standard to a policy of title insurance in the State of Kansas or as specified herein, and those matters attaching herein to the title contrary, in all events, regardless of whether Purchaser has given notice of objection as stated above, Seller shall be obligated to satisfy and otherwise remove any additional encumbrances created by reason Seller after the Effective Date in violation of Buyer taking title to this Agreement, all monetary and financial liens and encumbrances encumbering the real propertyProperty claimed by or through Seller (other than current taxes not yet due and other than those arising by, through and under Purchaser) and any additional monetary and financial liens and encumbrances recorded by Seller after the Effective Date in violation of any provision of this Agreement (collectively, “Disapproved Matters”). Buyer shall have a period of Within five (5) days following after Seller’s receipt of the a Title Commitment (the “Objection Period”) in which to examine the Title Commitment and advise Seller in writing of any objections ("Title Objections") the Buyer may have to Seller's title as shown in the Title Commitment. Notice from Purchaser, Seller shall then have a period of notify Purchaser whether Seller is able and agrees to remove all or any specific objectionable items from title on or before Closing. If Seller fails to notify Purchaser or does not agree to remove (or cause the same to be removed prior to, or at, Closing) all such objectionable items within such five (5) days in which to notify Buyer in writing of those Title Objections it elects to cure. In the event Seller elects to cure less than all of the Title Objectionsday period, Buyer then Purchaser shall have the right at its election, to terminate be exercised in writing by notifying Seller prior to the expiration of the Contingency Period, of either: (A) terminating this Agreement by giving Seller written notice thereof within five (5) days of its receipt of Seller's noticeAgreement, in which case event the Xxxxxxx Money parties shall have no further obligations except for those which survive termination of the Agreement and the Asset Purchase Agreement; or (B) accepting the Property subject to the objectionable items that Seller does not agree to remove, other than, in any case, the Disapproved Matters which Seller shall be returned obligated to Buyer, and thereafter neither party shall have any further obligation hereunderremove from title on or before Closing. In the event Buyer does not terminate this Agreement, Seller shall have until Closing If Purchaser fails to give timely notice electing either alternative ("Cure Period"A) or alternative (B) in which this Section 6(a), Purchaser shall be deemed to cure have elected alternative (B). Upon Purchaser providing a Title Objection Notice within the Title Objections Objection Period, the Closing shall be delayed to allow the 5-day Seller has elected response and 5-day Purchaser election period to cure, which the Buyer Agrees to extend for an additional 45 days occur as set forth in the event Seller has initiated a lawsuit to cure the title objection or objections. Title Objections may also be cured in accordance with applicable current titled standards in the Kansas Title Standards Handbookthis Section 6(a).

Title Matters. Seller agrees to share equally with Buyer the closing costs and the cost of a title insurance company's commitment for and policy of title insurance. Buyer B uyer shall pay for any lender’s/mortgagee’s/instrument holder’s title insurance coverage. The title insurance company will furnish a copy of the commitment for title insurance and copies of all of the exception documents referred to therein (hereafter collectively referred to as the “Title Commitment”) to Seller, Buyer, Buyer’s lender and the listing/selling broker as promptly as possible. The Title Commitment shall show a merchantable title vested in Seller, subject to easements, restrictions and protective covenants of record, right-of-way’s, setbacks, tenant rights, trees, fences, ordinances and regulations, unmatured and future assessments, restrictions and protective covenants of record, provided no forfeiture provisions as contained therein, encroachments and overlaps, zoning laws, ordinances and regulations, those exceptions which are standard to a policy of title insurance in the State of Kansas or as specified herein, and those matters attaching to the title by reason of Buyer taking title to the real property. Buyer shall have a period of five (5) days following receipt of the Title Commitment (the “Objection Period”) in which to examine the Title Commitment and advise Seller in writing of any objections ("Title Objections") the Buyer may have to Seller's title as shown in the Title Commitment. Seller shall then have a period of five (5) days in which to notify Buyer in writing of those Title Objections it elects to cure. In the event Seller elects to cure less than all of the Title Objections, Buyer shall have the right to terminate this Agreement by giving Seller written notice thereof within five (5) days of its receipt of Seller's notice, in which case the Xxxxxxx Money shall be returned to Buyer, and thereafter neither party shall have any further obligation hereunder. In the event Buyer does not terminate this Agreement, Seller shall have until Closing ("Cure Period") in which to cure the Title Objections the Seller has elected to cure, which the Buyer Agrees to extend for an additional 45 days in the event Seller has initiated a lawsuit to cure the title objection or objections. Title Objections may also be cured in accordance with applicable current titled standards in the Kansas Title Standards Handbook.

Title Matters. Prior to the date hereof, the Purchaser shall have ordered from the Title Company and directed the Title Company promptly to deliver to the Purchaser, the Seller agrees to share equally with Buyer the closing costs and the cost of Tenant a preliminary title insurance company's commitment for an ALTA extended owner's policy and policy of title insurance. Buyer shall pay for any lender’s/mortgagee’s/instrument holder’s title insurance coverage. The title insurance company will furnish a copy of the commitment for title insurance and copies of all of the exception documents referred to therein (hereafter collectively referred to as the “Title Commitment”) to Seller, Buyer, Buyer’s lender and the listing/selling broker as promptly as possible. The Title Commitment shall show a merchantable title vested in Seller, subject to easements, restrictions and protective covenants of record, right-of-way’s, setbacks, tenant rights, trees, fences, ordinances and regulations, unmatured and future assessments, restrictions and protective covenants of record, provided no forfeiture provisions as contained therein, encroachments and overlaps, zoning laws, ordinances and regulations, those exceptions which are standard to a ALTA leasehold policy of title insurance with respect to each of the Properties, together with complete and legible copies of all instruments and documents referred to as exceptions to title (collectively, the "Title Commitments"). Within the Inspection Period, the Purchaser and the Tenant shall give the Seller notice of any title exceptions (other than Permitted Encumbrances) which adversely affect such Property in any material respect and as to which the Purchaser or the Tenant reasonably objects. If, for any reason, the Seller is unable or unwilling to take such actions as may be required to cause such exceptions to be removed from the Title Commitments, the Seller shall give the Purchaser and the Tenant notice thereof; it being understood and agreed that the failure of the Seller to give such notice within fifteen (15) days after the later of Purchaser's and Tenant's notice of objection and the Effective Date shall be deemed an election by the Seller not to remedy such matters. If the Seller shall be unwilling or unable to remove any title defects to which the Purchaser and/or Tenant has reasonably objected, the Purchaser and/or the Tenant may elect (i) to terminate this Agreement with respect to the affected Property, in which event the Purchase Price shall be reduced by the amount of the Allocable Purchase Price of such Property and this Agreement shall be of no further force and effect with respect to such Property and Seller shall reimburse to Purchaser and Tenant the Purchaser's and Tenant's respective direct, out of pocket expenses incurred in respect of such affected Property (and an allocable share of expenses attributable generally to the transactions contemplated by this Agreement and not attributable specifically to any Property), not to exceed $30,000 per Property per party, or (ii) to consummate the transactions contemplated hereby, notwithstanding such title defect, without any abatement or reduction in the State Allocable Purchase Price of Kansas the affected Property on account thereof. The Purchaser and Tenant shall make any such election by written notice to the Seller given on or as specified hereinprior to the fifth (5th) day after the Seller's notice of its inability or unwillingness to cure such defect. Failure of the Purchaser and the Tenant both to give such notice of its election in accordance with clause (i) above shall be deemed an election by both the Purchaser and Tenant to proceed in accordance with clause (ii) above. Notwithstanding the foregoing, Seller shall cause all mortgages, deeds of trust and other monetary liens encumbering any Property to be released at or prior to the Closing of such Property; provided, however, such liens may continue to encumber the Property at Closing if the Title Company is willing to insure over such liens in a manner acceptable to Purchaser and such liens are released promptly following the applicable Closing. Seller's obligation to cause the release of any such liens pursuant to the immediately preceding sentence shall survive Closing. Upon completion of the procedures set forth in this paragraph for resolving objections to matters concerning title, and those matters attaching with respect to the title by reason of Buyer taking title all Properties for which a Closing has not yet occurred and with respect to the real property. Buyer shall have which no party has exercised a period of five (5) days following receipt of the Title Commitment (the “Objection Period”) in which to examine the Title Commitment and advise Seller in writing of any objections ("Title Objections") the Buyer may have to Seller's title as shown in the Title Commitment. Seller shall then have a period of five (5) days in which to notify Buyer in writing of those Title Objections it elects to cure. In the event Seller elects to cure less than all of the Title Objections, Buyer shall have the right to terminate this Agreement provided for herein, revised Title Commitments shall be agreed to by giving the parties in substance consistent with the provisions of this paragraph, and such revised Title Commitments shall be appended to and become a part of Schedule E-1. In the event that Seller written decides to encumber a Property with an additional document, instrument or other matter, Seller shall give Purchaser and Tenant notice thereof within together with a copy of the document, instrument or other matter to be placed of record against the Property ("Additional Exception"). Within five (5) days Business Days after receipt of a notice ( and a copy) of any Additional Exception with respect to any Property, the Purchaser and/or Tenant shall give the Seller notice of its receipt approval or disapproval thereof. Neither Purchaser nor Tenant shall withhold its approval of Seller's noticeany such Additional Exception which would be a Permitted Encumbrance specified in clauses (a) through (g), in which inclusive, of Section 1.51, and neither shall unreasonably withhold, delay or condition its approval of any other Additional Exception. If Purchaser and/or Tenant fail to respond within said five (5) Business Day period, Purchaser and/or Tenant, as the case the Xxxxxxx Money may be, shall be returned deemed to Buyerhave approved such Additional Exception. If Purchaser and/or Tenant unreasonably disapproves of any Additional Exception, Seller shall be excused from performing any term or condition (or any portion or aspect of a term or condition) of this Agreement which Seller is unable or unwilling to perform as a result of its inability to enter into and/or record such Additional Exception. Notwithstanding anything herein to the contrary, an Additional Exception shall not include any monetary encumbrance, and thereafter neither party except as set forth in the next succeeding paragraph, Seller shall have discharge all such encumbrances on or before the Closing Date for such Property. No consent or approval to any further obligation hereunderAdditional Exception by Tenant or Purchaser shall constitute an agreement by Tenant or Purchaser to pay any special assessment or other tax or levy arising under such Additional Exception. In the event Buyer that an encumbrance is placed on any Property (other than a monetary encumbrance, which Seller shall pay, provided such encumbrance does not terminate this Agreement, exceed $250,000) not otherwise consented to by Purchaser or Seller shall have until Closing ("Cure Period") in which to cure the Title Objections the Seller has elected to cure, which the Buyer Agrees to extend for an additional 45 days in the event Seller has initiated a lawsuit to cure the title objection or objections. Title Objections may also be cured in accordance with applicable current titled standards the preceding paragraph, the Purchaser's and Tenant's sole remedy (which may be exercised by either of them) shall be (A) to terminate this Agreement with respect to the affected Property, in which event this Agreement shall terminate and be of no further force or effect with respect to the affected Property and Seller shall reimburse to Purchaser and Tenant the Purchaser's and Tenant's respective direct, out of pocket expenses incurred in respect of such affected Property (and an allocable share of expenses attributable generally to the transactions contemplated by this Agreement and not attributable specifically to any Property), not to exceed $30,000 per Property per party, or (B) to consummate the transactions contemplated hereby, notwithstanding such encumbrance, without any abatement or reduction in the Kansas Allocable Purchase Price for the affected Property on account thereof. Notwithstanding anything herein to the contrary, Purchaser and Tenant acknowledge and agree that, subject to any indemnities provided by Seller to Purchaser and Tenant with respect to any matters set forth therein, Purchaser and Tenant have approved the form and substance of the Fee Title Standards HandbookCommitments set forth at Schedule H and the Leasehold Policy Commitments set forth at Schedule I, respectively, for the Properties for which a Closing is occurring on the initial Closing Date hereunder.

Title Matters. Seller agrees shall, within fifteen (15) days after the Effective Date, deliver to share equally with Buyer the closing costs and the cost of Purchaser a title insurance company's current commitment for and policy an ALTA Owner’s Title Insurance Policy including all documents of title insurance. Buyer shall pay for any lender’s/mortgagee’s/instrument holder’s title insurance coverage. The title insurance company will furnish a copy of the commitment for title insurance and copies of all of the exception documents referred to therein record (hereafter collectively referred to as the “Title Commitment”), in the amount of the Purchase Price, issued by the Title Company. Purchaser may obtain, within the Inspection Period (as hereinafter defined), at Purchaser’s sole cost and expense, an ALTA survey of the Property (the “Survey”), and shall inform Seller of its election to do so within ten (10) business days after the date hereof. If Purchaser elects to obtain the Survey, Purchaser shall promptly upon receipt deliver copies of the Survey to Seller and Title Company, and request Title Company review the Survey and include any survey matters in the Title Commitment. Purchaser shall have ten (10) business days after the later of the receipt of the Title Commitment or the Survey, if Purchaser has elected to order same (the “Title Objection Period”) to deliver to Seller written notice (the “Title Notice”) objecting to any exception raised in the Title Commitment not caused by Purchaser (collectively, the “Unpermitted Exceptions”). If Purchaser elects not to obtain a Survey, any exceptions raised in the Title Commitment related to matters that would be addressed in a Survey, shall not be Unpermitted Exceptions. Failure of Purchaser to deliver the Title Notice to Seller within the Title Objection Period shall be deemed to be an election by Purchaser to accept the conveyance of the Property subject to all of the exceptions to title set forth in the Title Commitment, and all of said exceptions shall be deemed to be “Permitted Exceptions” hereunder. If Purchaser delivers the Title Notice to Seller, Buyer, Buyer’s lender and all exceptions to title set forth in the listing/selling broker as promptly as possible. The Title Commitment shall show a merchantable title vested in Seller, subject to easements, restrictions and protective covenants of record, right-of-way’s, setbacks, tenant rights, trees, fences, ordinances and regulations, unmatured and future assessments, restrictions and protective covenants of record, provided no forfeiture provisions as contained therein, encroachments and overlaps, zoning laws, ordinances and regulations, those exceptions which are standard to a policy of title insurance not specified in the State of Kansas or Title Notice as specified hereinUnpermitted Exceptions shall be deemed to be “Permitted Exceptions” hereunder. If Purchaser delivers the Title Notice to Seller within the Title Objection Period, and those matters attaching to the title by reason of Buyer taking title to the real property. Buyer Seller shall have a period of the right, but not the obligation, at Seller’s cost, during the five (5) days business day period following receipt of the Title Commitment Notice (the “Objection Title Cure Period”) in which to examine (1) cause the Unpermitted Exceptions to be removed from the Title Commitment and advise Seller in writing of any objections or ("Title Objections"2) the Buyer may have to Seller's title as shown in cause the Title Commitment. Seller shall then have Company to issue an endorsement (on a period of five (5form customarily used by the Title Company) days insuring Purchaser against loss or damage to Purchaser that may be caused by such Unpermitted Exceptions in which event the endorsed exceptions shall be “Permitted Exceptions”. If Seller does not cause, or elects not to notify Buyer in writing of those Title Objections it elects cause, the Unpermitted Exceptions to cure. In the event Seller elects to cure less than all of be removed from the Title ObjectionsCommitment or to be endorsed over (or agree to cause such matters to be removed or endorsed over prior to Closing) within the Title Cure Period, Buyer Purchaser, as its sole right and remedy on account thereof, shall have the right to terminate this Agreement elect (such election to be exercised by giving Seller written notice thereof delivered to Seller within five (5) business days after the expiration of its receipt of Seller's noticethe Title Cure Period) either to (x) terminate this Agreement, in which case event the Xxxxxxx Money shall be returned to BuyerPurchaser and, and thereafter except as otherwise expressly provided herein to the contrary, neither party hereto shall have any further obligation hereunderrights or liabilities under this Agreement accruing after said termination; provided, however, that such termination shall not relieve either Purchaser or Seller from liabilities and obligations arising from or attributable to the acts or omissions of such party occurring prior to the effective date of such termination; or (y) accept the conveyance of the Property subject to such Unpermitted Exceptions in which event, such Unpermitted Exceptions shall be deemed to be “Permitted Exceptions” hereunder and the Purchase Price shall not be reduced on account of such matters. In the event Buyer If Seller does not timely receive notice of Purchaser’s election to terminate under this AgreementSection, Seller shall Purchaser will be deemed to have until Closing ("Cure Period") waived the uncured objections and to approve the title as shown in which to cure the Title Objections the Seller has elected to cure, which the Buyer Agrees to extend for an additional 45 days in the event Seller has initiated a lawsuit to cure the title objection or objections. Title Objections may also be cured in accordance with applicable current titled standards in the Kansas Title Standards HandbookCommitment and such uncured objections shall become “Permitted Exceptions”.

Title Matters. Seller agrees to share equally with Buyer the closing costs and the cost of a title insurance company's commitment for and policy of title insurance, procured through: Kansas Secured Title, Inc., 000 Xxxxx Xxxx, Wichita, KS 67202 (Phone: 000-000-0000) in an amount equal to the full purchase price naming Buyer as the insured. Buyer shall pay for any lender’s/mortgagee’s/instrument holder’s title insurance coverage. The title insurance company Kansas Secured Title, Inc, will furnish a copy of the commitment for title insurance and copies of all of the exception documents referred to therein (hereafter collectively referred to as the “Title Commitment”) to Seller, Buyer, BuyerXxxxx’s lender lender, and the listing/selling broker as promptly as possible. The Title Commitment shall show a merchantable title vested in Seller, subject to easements, restrictions and protective covenants of record, right-of-way’s, setbacks, tenant rights, trees, fences, ordinances and regulations, unmatured and future assessments, restrictions and protective covenants of record, provided no forfeiture provisions as contained therein, encroachments and overlaps, zoning laws, ordinances and regulations, those exceptions which are standard to a policy of title insurance in the State of Kansas or as specified herein, and those matters attaching to the title by reason of Buyer taking title to the real property. Buyer shall have a period of five (5) days following receipt of the Title Commitment (the “Objection Period”) in which to examine the Title Commitment and advise Seller in writing of any objections ("Title Objections") the Buyer may have to Seller's title as shown in the Title Commitment. Seller shall then have a period of five (5) days in which to notify Buyer in writing of those Title Objections it elects to cure. In the event Seller elects to cure less than all of the Title Objections, Buyer shall have the right to terminate this Agreement by giving Seller written notice thereof within five (5) days of its receipt of Seller's notice, in which case the Xxxxxxx Money shall be returned to Buyer, and thereafter neither party shall have any further obligation hereunder. In the event Buyer does not terminate this Agreement, Seller shall have until Closing ("Cure Period") in which to cure the Title Objections the Seller has elected to cure, which the Buyer Agrees to extend for an additional 45 days in the event Seller has initiated a lawsuit to cure the title objection or objections. Title Objections may also be cured in accordance with applicable current titled standards in the Kansas Title Standards Handbook.

Title Matters. Seller agrees to share equally with Buyer the closing costs and the cost of a title insurance company's commitment for and policy of title insurance, procured through: Security 1st Title, 0000 X. Xxxx, Xxxxxxxxxx, XX 00000 in an amount equal to the full purchase price naming Buyer as the insured. Buyer shall pay for any lender’s/mortgagee’s/instrument holder’s title insurance coverage. The title insurance company Security 1st Title, will furnish a copy of the commitment for title insurance and copies of all of the exception documents referred to therein (hereafter collectively referred to as the “Title Commitment”) to Seller, Buyer, Buyer’s lender lender, and the listing/selling broker as promptly as possible. The Title Commitment shall show a merchantable title vested in Seller, subject to easements, restrictions and protective covenants of record, right-of-way’s, setbacks, tenant rights, trees, fences, ordinances and regulations, unmatured and future assessments, restrictions and protective covenants of record, provided no forfeiture provisions as contained therein, encroachments and overlaps, zoning laws, ordinances and regulations, those exceptions which are standard to a policy of title insurance in the State of Kansas or as specified herein, and those matters attaching to the title by reason of Buyer taking title to the real property. Buyer shall have a period of five (5) days following receipt of the Title Commitment (the “Objection Period”) in which to examine the Title Commitment and advise Seller in writing of any objections ("Title Objections") the Buyer may have to Seller's title as shown in the Title Commitment. Seller shall then have a period of five (5) days in which to notify Buyer in writing of those Title Objections it elects to cure. In the event Seller elects to cure less than all of the Title Objections, Buyer shall have the right to terminate this Agreement by giving Seller written notice thereof within five (5) days of its receipt of Seller's notice, in which case the Xxxxxxx Money shall be returned to Buyer, and thereafter neither party shall have any further obligation hereunder. In the event Buyer does not terminate this Agreement, Seller shall have until Closing ("Cure Period") in which to cure the Title Objections the Seller has elected to cure, which the Buyer Agrees to extend for an additional 45 days in the event Seller has initiated a lawsuit to cure the title objection or objections. Title Objections may also be cured in accordance with applicable current titled standards in the Kansas Title Standards Handbook.

Title Matters. Seller agrees has previously delivered to share equally with Buyer copies of the closing costs Existing Title Policy and Existing Survey. Seller shall order the new Title Insurance Commitment within three (3) business days after the Effective Date. Within three (3) business days after receipt of the Title Insurance Commitment, Buyer shall order a new Survey. Buyer will have 10 business days after its receipt of both the new Title Insurance Commitment and the cost of a title insurance company's commitment for and policy of title insurance. Buyer shall pay for any lender’s/mortgagee’s/instrument holder’s title insurance coverage. The title insurance company will furnish a copy new Survey, but in no event beyond the end of the commitment Inspection Period, within which to notify Seller in writing of any conditions, defects, encroachments or other objections to title or survey which are not acceptable to Buyer in its sole discretion. Any matter disclosed by the Title Insurance Commitment other than liens arising through Seller which are removable by the payment of money, for title insurance and copies of all of which Seller shall be obligated to cure, or by the exception documents referred to therein (hereafter collectively referred to as the “Title Commitment”) new Survey which is not timely specified in Buyer’s written notice to Seller, Buyer, Buyer’s lender and the listing/selling broker as promptly as possibleshall be deemed a Permitted Exception. The Title Commitment shall show a merchantable title vested in Seller, subject to easements, restrictions and protective covenants of record, right-of-way’s, setbacks, tenant rights, trees, fences, ordinances and regulations, unmatured and future assessments, restrictions and protective covenants of record, provided no forfeiture provisions as contained therein, encroachments and overlaps, zoning laws, ordinances and regulations, those exceptions which are standard to a policy of title insurance in the State of Kansas or as specified herein, and those matters attaching to the title by reason of Buyer taking title to the real property. Buyer Seller shall have a period of five (5) business days following after receipt of the Title Commitment (the “Objection Period”) Buyer’s title objection letter in which to examine the Title Commitment and advise Seller in writing of any objections ("Title Objections") the Buyer may have elect to Seller's cure such title as shown in the Title Commitment. objections, provided however that Seller shall then have a period of five not be obligated to cure or institute any litigation with respect thereto (5) days in which to notify Buyer in writing of those Title Objections it elects to cureother than liens arising through Seller). In the event If Seller elects to cure less than all of the Title Objectionssuch title objections, Buyer Seller shall have the right use reasonable efforts to terminate this Agreement cure such objections to title or survey by giving Closing. If Seller written notice thereof elects not to cure such title objection(s), within five (5) days after Seller’s response, Buyer shall elect to (i) refuse to purchase the Property and terminate this Agreement and receive a return of its receipt of Seller's notice, in which case the Xxxxxxx Money shall be returned Deposit; or (ii) waive such objection(s) and, subject to Buyerthe terms and conditions hereof, close the purchase of the Property, subject to the objection(s), and thereafter neither party shall have any further obligation hereunderwithout reduction of the Purchase Price. In the event Buyer does not terminate this Agreementfails to deliver notice of its election to Seller, Seller Buyer shall be deemed to have until Closing ("Cure Period") in which to cure the Title Objections the Seller has elected to cure, which waive such objection(s) and close the Buyer Agrees to extend for an additional 45 days in purchase of the event Seller has initiated a lawsuit to cure the title objection or objections. Title Objections may also be cured in accordance with applicable current titled standards in the Kansas Title Standards HandbookProperty.

Title Matters. (a) Seller agrees shall endeavor to share equally cause the Title Company to issue, within fifteen (15) days after the Execution Date, commitments (the “Title Commitments”) for one or more Title Policies to be issued by the Title Company with Buyer the closing costs respect to each parcel of Owned Real Property and the cost of a title insurance company's commitment for and policy of title insurance. Buyer shall pay for any lender’s/mortgagee’s/instrument holder’s title insurance coverage. The title insurance company will furnish a copy of the commitment for title insurance and Leased Real Property together with copies of all of the exception documents referred to instruments identified therein (hereafter collectively referred to as the “Title Commitment”) to Seller, Buyer, Buyer’s lender and the listing/selling broker as promptly as possiblecreating Exceptions. The Title Commitment shall show a merchantable title vested in Seller, subject to easements, restrictions and protective covenants of record, right-of-way’s, setbacks, tenant rights, trees, fences, ordinances and regulations, unmatured and future assessments, restrictions and protective covenants of record, provided no forfeiture provisions as contained therein, encroachments and overlaps, zoning laws, ordinances and regulations, those exceptions which are standard to a policy of title insurance in the State of Kansas or as specified herein, and those matters attaching to the title by reason of Buyer taking title to the real property. Buyer shall have a period of five (5) days following receipt of the Title Commitment (the “Objection Period”) in which to examine the Title Commitment and advise Seller in writing of any objections ("Title Objections") the Buyer may have to Seller's title as shown in the Title Commitment. Seller shall then have a period of five (5) days in which to notify Buyer in writing of those Title Objections it elects to cure. In the event Seller elects to cure less than all of the Title Objections, Buyer shall have the right to terminate this Agreement make objections (“Title Objections”) to any easements, covenants, restrictions, Liens, encumbrances, tenancies and other exceptions identified in the Title Commitments as affecting title to the applicable parcel of Owned Real Property or Leased Real Property (collectively, the “Exceptions”), except for any Exceptions which constitute Permitted Liens, such Title Objections to be made in writing and delivered to Seller and the Title Company within the later of (i) fifteen (15) days following Buyer’s receipt of the Title Commitments or June 15, 2008. Seller shall have the right, but not the obligation, to cure (or cause to be cured, including by giving way of express title insurance or its equivalent) any Exceptions constituting Title Objections, such cure to be effected not later than ten (10) days following Seller’s receipt of the Title Objections (the “Cure Period”); provided, however, that in the event a mortgage, deed of trust or other similar monetary lien secured by the Owned Real Property or Leased Real Property and placed on the Owned Real Property or Leased Real Property by or at the request of the Company or any Affiliate of the Company (collectively a “Mortgage Lien”) affects all or any portion of the Company’s interest in the Owned Real Property or Leased Real Property, on or before Closing, Seller written notice thereof or the Company shall cause all such Mortgage Liens to be satisfied in a manner which is sufficient to cause them to no longer affect title to the Owned Real Property and Leased Real Property, and the Owned Real Property and Leased Real Property shall be conveyed free and clear of all such Mortgage Liens, and such Mortgage Liens shall in no event constitute, or be deemed to constitute, a Permitted Lien. If Seller elects not to, fails, or is unable for any other reason to cure any Exceptions constituting Title Objections during the Cure Period, Buyer shall have the right, within five (5) days Business Days following the expiration of the Cure Period and as Buyer’s sole and exclusive remedy in such event, to either (i) waive in writing its Title Objections with respect to such Exceptions, or (ii) terminate this Agreement by written notice to Seller, in which event Seller shall return the Deposit (together with all interest or earnings thereon) to Buyer within five (5) Business Days of receipt of Buyer’s notice of termination. If Buyer fails to terminate this Agreement in accordance with clause (ii) of the immediately preceding sentence within five (5) Business Days 37 of receipt of Seller's notice’s notice described in the immediately preceding sentence, in which case the Xxxxxxx Money then Buyer shall be returned deemed to Buyerhave waived all Title Objections which have not, as of such time, been cured, and thereafter neither party shall have any further obligation hereunder. In all Exceptions forming the event Buyer does not terminate this Agreement, Seller shall have until Closing ("Cure Period") in which to cure the basis for such uncured Title Objections shall become Permitted Liens and set forth in Section 1.1(a) of the Seller has elected to cure, which the Buyer Agrees to extend for an additional 45 days in the event Seller has initiated a lawsuit to cure the title objection or objections. Title Objections may also be cured in accordance with applicable current titled standards in the Kansas Title Standards HandbookDisclosure Schedules.

Title Matters. Seller agrees Purchaser agrees, promptly upon the execution of this Agreement, at its sole cost and expense, to share equally with Buyer the closing costs and the cost of obtain a title insurance company's commitment for and policy of title insurance. Buyer shall pay for any lender’s/mortgagee’s/instrument holder’s title insurance coverage. The title insurance company will furnish a copy of (the commitment for title insurance and copies of all of the exception documents referred to therein (hereafter collectively referred to as the “"Title Commitment”") from a reputable title company authorized to Seller, Buyer, Buyer’s lender and the listing/selling broker as promptly as possible. The Title Commitment shall show a merchantable title vested in Seller, subject to easements, restrictions and protective covenants of record, right-of-way’s, setbacks, tenant rights, trees, fences, ordinances and regulations, unmatured and future assessments, restrictions and protective covenants of record, provided no forfeiture provisions as contained therein, encroachments and overlaps, zoning laws, ordinances and regulations, those exceptions which are standard to a policy of title insurance do business in the State of Kansas or as specified herein, Connecticut (the "Title Company") and those matters attaching to direct the title by reason Title Company to deliver a copy of Buyer taking title such Title Commitment to Seller simultaneously with the real propertydelivery of the same to Purchaser. Buyer Purchaser shall have a period of five (5) days following receipt until the expiration of the Title Commitment (the “Objection Period”) in which to examine the Title Commitment and advise Seller in writing of any objections ("Title Objections") the Buyer may have to Seller's title as shown in the Title Commitment. Seller shall then have a period of five (5) days Due Diligence Review Period in which to notify Buyer Seller in writing (the "Title Objection Notice") of those any objections Purchaser has to the title to the Property. If Purchaser does not deliver a Title Objections it elects Objection Notice to cureSeller prior to the expiration of the Due Diligence Review Period, all encumbrances reflected in the Title Commitment shall thereafter constitute "Permitted Encumbrances". In Seller agrees to pay one-half the event costs of an ALTA Survey of the Realty if required in connection with obtaining title insurance. Seller elects shall use reasonable efforts to cure less than all of matters set forth in the Title Objections, Buyer shall have Objection Notice prior to the right to terminate this Agreement by giving Closing unless Seller written gives Purchaser notice thereof within five (5) days of its receipt of Seller's noticeafter receiving the Title Objection Notice that it cannot or will not cure such matters, in which case Purchaser shall have five (5) days after receiving Seller's notice to elect either to accept title subject to such matters or terminate this Agreement in which case the Xxxxxxx Earnest Money and all interest earned thereon shall be returned promptly refunded to Buyer, Xxxxxxser and thereafter neither party this Agreement shall have any be null and void and of no further obligation hereunderforce or effect. In Notwithstanding the event Buyer does not terminate this Agreementforegoing, Seller shall be obligated on or prior to the Closing to remove all monetary liens (including without limitation mechanics liens and tax liens) and similar encumbrances related to the payment of money except for environmental liens. Purchaser shall not be deemed to have until Closing ("Cure Period") in which to cure the Title Objections the Seller has elected to cure, accept title subject to any encumbrance which is placed on the Buyer Agrees to extend for an additional 45 days in Property after the event Seller has initiated a lawsuit to cure expiration of the title objection or objections. Title Objections may also be cured in accordance with applicable current titled standards in the Kansas Title Standards HandbookDue Diligence Review Period and not removed prior Closing.

Title Matters. Seller agrees Purchaser has approved (or is hereby deemed to share equally with Buyer have approved) the closing costs state of title to the Property and all exceptions thereto reflected in the written commitments for the issuance of (a) an Owner's Title Insurance Policy for the Property naming Purchaser as the insured, a copy of which commitment is attached hereto as Schedule I-1 (the "Owner's Policy Commitment"), and (b) a Leasehold Owner's Title Insurance Policy for the Property naming Tenant as the insured, a copy of which commitment is attached hereto as Schedule I-2 (the "Leasehold Policy Commitment") (the Owner's Policy Commitment and Leasehold Policy Commitment herein, collectively, the "Title Commitments"). Purchaser has approved the Owner's Policy Commitment and the cost form of a title insurance company's commitment policy provided for therein. MI has approved the Leasehold Policy Commitment and the form of the leasehold policy provided for therein on behalf of title insurancethe Tenant. Buyer In the event that Seller decides to encumber the Property with an additional document, instrument or other matter, Seller shall pay for any lender’s/mortgagee’s/instrument holder’s title insurance coverage. The title insurance company will furnish give Purchaser notice thereof together with a copy of the commitment for title insurance and copies document, instrument or other matter to be placed of all of record against the exception documents referred to therein Property (hereafter collectively referred to as the “Title Commitment”) to Seller, Buyer, Buyer’s lender and the listing/selling broker as promptly as possible"Additional Exception"). The Title Commitment shall show a merchantable title vested in Seller, subject to easements, restrictions and protective covenants of record, right-of-way’s, setbacks, tenant rights, trees, fences, ordinances and regulations, unmatured and future assessments, restrictions and protective covenants of record, provided no forfeiture provisions as contained therein, encroachments and overlaps, zoning laws, ordinances and regulations, those exceptions which are standard to a policy of title insurance in the State of Kansas or as specified herein, and those matters attaching to the title by reason of Buyer taking title to the real property. Buyer shall have a period of Within five (5) days following Business Days after receipt of the Title Commitment (the “Objection Period”) in which to examine the Title Commitment and advise Seller in writing a notice of any objections Additional Exception with respect to the Property, the Purchaser shall give the Seller notice of its approval or disapproval thereof. Purchaser shall not withhold its approval of any such Additional Exception which would be a Permitted Encumbrance specified in clauses ("Title Objections"a) the Buyer may have through (g), inclusive, of Section 1.47, and shall not unreasonably withhold, delay or condition its approval of any other Additional Exception. If Purchaser fails to Seller's title as shown in the Title Commitment. Seller shall then have a period of respond within said five (5) days in Business Day period, Purchaser shall be deemed to have approved such Additional Exception. If Purchaser unreasonably disapproves of any Additional Exception, Seller shall be excused from performing any term or condition (or any portion or aspect of a term or condition) of this Agreement which Seller is unable or unwilling to notify Buyer in writing perform as a result of those Title Objections it elects its inability to cureenter into and/or record such Additional Exception. In the event that an encumbrance is placed on the Property (other than a monetary encumbrance, which Seller elects shall pay, provided such encumbrance does not exceed $250,000) as a result of judicial action taken by a local, state, or Federal governmental entity with respect to cure less than all violation of any state or Federal environmental laws not caused by, authorized or acquiesced to by Seller, the Title Objections, Buyer shall have the right to terminate this Agreement by giving Seller written notice thereof within five (5) days of its receipt of SellerPurchaser's notice, in which case the Xxxxxxx Money sole remedy shall be returned (A) to Buyer, and thereafter neither party shall have any further obligation hereunder. In the event Buyer does not terminate this Agreement, in which event this Agreement shall terminate and be of no further force or effect and Seller shall have until Closing reimburse to Purchaser the Purchaser's expenses incurred in respect of the Property, not to exceed $30,000 ("Cure Period"and direct Escrow Agent to refund to Purchaser the Deposit) in which or (B) to cure consummate the Title Objections the Seller has elected to curetransactions contemplated hereby, which the Buyer Agrees to extend for an additional 45 days notwithstanding such encumbrance, without any abatement or reduction in the event Seller has initiated a lawsuit to cure the title objection or objections. Title Objections may also be cured in accordance with applicable current titled standards in the Kansas Title Standards HandbookPurchase Price on account thereof.

Title Matters. Seller agrees to share equally with Within three (3) Business Days of the Effective Date, Buyer the closing costs and the cost of shall obtain a title insurance company's commitment for and an owner’s policy of title insurance. Buyer shall pay for any lender’s/mortgagee’s/instrument holder’s title insurance coverage. The title insurance company will furnish a copy of the commitment for title insurance and copies of all of the exception documents referred to therein (hereafter collectively referred to as the “Title Commitment”) to Sellerfor the Real Property, Buyer, Buyer’s lender and issued by Escrow Holder as the listing/selling broker as promptly as possible. The Title Commitment shall show a merchantable title vested in Seller, subject to easements, restrictions and protective covenants of record, right-of-way’s, setbacks, tenant rights, trees, fences, ordinances and regulations, unmatured and future assessments, restrictions and protective covenants of record, provided no forfeiture provisions as contained therein, encroachments and overlaps, zoning laws, ordinances and regulations, those exceptions which are standard to a policy of title insurance in underwriter (Escrow Holder shall also be referred to herein as the State “Title Company”), together with legible copies of Kansas all documents referenced therein as exceptions to title. On or as specified hereinbefore September 6, and those matters attaching to the title by reason of Buyer taking title to the real property. 2011, Buyer shall have a period of five (5) days following receipt of the Title Commitment (the “Objection Period”) in which to examine the Title Commitment and advise notify Seller in writing of Buyer’s objections to any objections ("Title Objections") the Buyer may have exceptions to Seller's title as shown set forth in the Title Commitment, including any monetary liens, if any (the “Disapproved Exceptions”). Notwithstanding the foregoing, Buyer shall not have the right to object to any matters listed on Exhibit “I” attached hereto which matters shall be deemed “Permitted Exceptions”. All exceptions not timely objected to by Buyer shall also be deemed “Permitted Exceptions”. On or before the day immediately prior to the last day of the Feasibility Period, Seller shall then have a period of five (5) days in which to notify Buyer in writing whether Seller elects, in its sole and absolute discretion, to cause the Title Company to eliminate the Disapproved Exceptions. Seller’s failure to timely respond to Buyer’s notice of those Title Objections it Disapproved Exceptions shall be deemed Seller’s election not to eliminate any of the Disapproved Exceptions. Notwithstanding any other provision of this Agreement to the contrary, Seller shall not be required to bring any action or proceeding, pay any monies, incur any expenses in respect to title to the Property, or cure, remove or correct any exceptions thereto or defects therein, or clear the record of any taxes, liens or encumbrances, or take any other action to cure any title objections raised by Buyer, including the Disapproved Exceptions. If Seller timely elects (or is deemed to have elected) not to eliminate such Disapproved Exceptions, then unless Buyer shall notify Seller in writing on or before 5:00 p.m. EST/EDT on the Feasibility Date that Buyer elects to curewaive its disapproval, Buyer shall be deemed to have approved title to the Property. In the event Seller elects has elected to cure less than all eliminate any of the Title ObjectionsDisapproved Exceptions but has been unable to do so prior to the Closing Date, Buyer Seller shall have the right to extend the Closing Date for a period of up to fifteen (15) days to attempt to cure or remove such Disapproved Exceptions; provided, however, that notwithstanding any other provision of this Agreement, Seller shall not be required to bring any action or proceeding, pay any monies, incur any expenses in respect to title to the Property, or to take any other action to remove any Disapproved Exceptions. If Seller is unable to or elects not to cause the cure or removal of the Disapproved Exceptions within the period provided herein, then Seller shall notify Buyer and Escrow Holder and Buyer may elect to either (a) terminate this Agreement by giving Seller written notice thereof to Seller and Escrow Holder within five two (52) days of its Business Days after Buyer’s receipt of Seller's ’s notice, in which case Escrow Holder shall return the Xxxxxxx Money shall be returned Deposit to Buyer, and thereafter neither party the Parties’ obligations to each other shall have any further obligation hereunder. In terminate except for those obligations of Buyer which survive the event Buyer does not terminate termination of this Agreement, or (b) accept such title as Seller may convey and to complete the purchase of the Property, but in no event shall have until Closing ("Cure Period") in which Buyer be entitled to cure any abatement of the Title Objections the Seller has elected Purchase Price or to cureany deduction, which the Buyer Agrees to extend for an additional 45 days in the event Seller has initiated a lawsuit to cure the title objection offset, credit, lost profits or objections. Title Objections may also be cured in accordance with applicable current titled standards in the Kansas Title Standards Handbookother damages.

Title Matters. Seller agrees to share equally with Buyer the closing costs and the cost of a title insurance company's commitment for and policy of title insurance. Buyer shall pay for any lender’s/mortgagee’s/instrument holder’s title insurance coverage. The title insurance company will furnish a copy of the commitment for title insurance and copies of all of the exception documents referred to therein (hereafter collectively referred to as the “Title Commitment”) to Seller, Buyer, Buyer’s lender and the listing/selling broker as promptly as possible. The Title Commitment shall show a merchantable title vested in Seller, subject to easements, restrictions and protective covenants of record, right-of-way’s, setbacks, tenant rights, trees, fences, ordinances and regulations, unmatured and future assessments, restrictions and protective covenants of record, provided no forfeiture provisions as contained therein, encroachments and overlaps, zoning laws, ordinances and regulations, those exceptions which are standard to a policy of title insurance in the State of Kansas or as specified herein, and those matters attaching to the title by reason of Buyer taking title to the real property. Buyer shall have a period of five (5) days following receipt of the Title Commitment (the “Objection Period”) in which to examine the Title Commitment and advise Seller in writing of any objections ("Title Objections") the Buyer may have to Seller's title as shown in the Title Commitment. Seller shall then have a period of five (5) days in which to notify Buyer in writing of those Title Objections it elects to cure. In the event Seller elects to cure less than all of the Title Objections, Buyer shall have the right to terminate this Agreement by giving Seller written notice thereof within Within five (5) days of its the Effective Date, Buyer shall retain the services of a professional Lxxxxxx to investigate and review all documents or instruments evidencing the title to the Gold Bar North Property, including all exceptions, reservations, liens and encumbrances on the Gold Bar North Property (“Title Materials”). Buyer shall have ten (10) days from Buyer’s receipt of Seller's noticethe Lxxxxxx’x Title Materials report to notify Seller of Buyer’s objection, if any, to one or more of the Title Materials, exceptions and/or conditions shown or disclosed in which case the Xxxxxxx Money Title Materials. Buyer’s failure to notify Seller of Buyer’s objection to any exceptions and/or conditions within such time period shall be returned to constitute Buyer, and thereafter neither party shall have any further obligation hereunder’s approval of the Title Materials. In the event Buyer does not terminate this Agreementobjects to any such Title Materials, exceptions or conditions of title (the “Disapproved Title Matters”) as reflected in the Title Materials, Seller may, but shall have no obligation to, remove or cure such Disapproved Title Matters within such period as may be mutually agreed upon by the Parties. If Buyer notifies Seller of any Disapproved Title Matters, then Seller shall have until Closing 5:00 p.m., PT, on the fifth ("Cure Period"5th) day after Seller’s receipt of such notice to advise Buyer in which writing that: (i) Seller shall use its reasonable efforts to either (a) cause such Disapproved Title Matters to be removed by the agreed upon time, or (b) obtain, at Seller’s expense, a cure for such Disapproved Title Matters; or (ii) Seller elects not to cause any such Disapproved Title Matters to be removed. If Seller gives Buyer notice under item (ii) above, or if Seller gives notice under item (i) above, but later provides notice to Buyer that Seller has been unable to cure or remove the applicable Disapproved Title Objections Matter, then Buyer shall have until 5:00 p.m., PT, on the tenth (10th) business day after Buyer’s receipt of either such notice to notify Seller has elected to cure, which that (i) Buyer revokes its disapproval of such exception(s) and will proceed with the Buyer Agrees to extend for an additional 45 days purchase without any reduction in the event Seller has initiated a lawsuit Purchase Price and take title to cure the title objection Gold Bar North Property subject to such exception(s), or objections(ii) Buyer will terminate this Agreement. Title Objections may Buyer’s failure to deliver such election notice within such ten (10) day period shall be deemed Buyer’s election of (i) next above. The foregoing procedure shall also be cured in accordance with applicable current titled standards in to any newly disclosed title matter. Those exceptions to and conditions of title accepted or deemed accepted by Buyer are the Kansas Title Standards Handbook“Permitted Encumbrances.”

Title Matters. Seller agrees to share equally with Buyer the closing costs and the cost of a title insurance company's commitment for and policy of title insurance, procured through: High Plains Title, 000 Xxxxxxxx Xx., Xxxxx Xxxx, XX, 00000, phone 000-000-0000 in an amount equal to the full purchase price naming Buyer as the insured. Buyer shall pay for any lender’sl ender’s/mortgagee’s/instrument holder’s title insurance coverage. The title insurance company High Plains Title, will furnish a copy of the commitment for title insurance and copies of all of the exception documents referred to therein (hereafter collectively referred to as the “Title Commitment”) to Seller, Buyer, Buyer’s lender lender, and the listing/selling broker as promptly as possible. The Title Commitment shall show a merchantable title vested in Seller, subject to easements, restrictions and protective covenants of record, right-of-way’s, setbacks, tenant rights, trees, fences, ordinances and regulations, unmatured and future assessments, restrictions and protective covenants of record, provided no forfeiture provisions as contained therein, encroachments and overlaps, zoning laws, ordinances and regulations, those exceptions which are standard to a policy of title insurance in the State of Kansas or as specified herein, and those matters attaching to the title by reason of Buyer taking title to the real property. Buyer shall have a period of five (5) days following receipt of the Title Commitment (the “Objection Period”) in which to examine the Title Commitment and advise Seller in writing of any objections ("Title Objections") the Buyer may have to Seller's title as shown in the Title Commitment. Seller shall then have a period of five (5) days in which to notify Buyer in writing of those Title Objections it elects to cure. In the event Seller elects to cure less than all of the Title Objections, Buyer shall have the right to terminate this Agreement by giving Seller written notice thereof within five (5) days of its receipt of Seller's notice, in which case the Xxxxxxx Money shall be returned to Buyer, and thereafter neither party shall have any further obligation hereunder. In the event Buyer does not terminate this Agreement, Seller shall have until Closing ("Cure Period") in which to cure the Title Objections the Seller has elected to cure, which the Buyer Agrees to extend for an additional 45 days in the event Seller has initiated a lawsuit to cure the title objection or objections. Title Objections may also be cured in accordance with applicable current titled standards in the Kansas Title Standards Handbook.

Title Matters. Seller agrees to share equally with Buyer Purchaser has received from the closing costs and the cost of Title ------------- Company a preliminary title insurance company's commitment for and a fee policy of title insurance. Buyer shall pay for any lender’s/mortgagee’s/instrument holder’s title insurance coverage. The title insurance company will furnish a copy having an effective date after the date of the commitment Original Agreement, for title insurance and copies of all of the exception documents referred to therein an ALTA (hereafter collectively referred to as the “Title Commitment”or such other form reasonably approved by Purchaser) to Seller, Buyer, Buyer’s lender and the listing/selling broker as promptly as possible. The Title Commitment shall show a merchantable title vested in Seller, subject to easements, restrictions and protective covenants of record, right-of-way’s, setbacks, tenant rights, trees, fences, ordinances and regulations, unmatured and future assessments, restrictions and protective covenants of record, provided no forfeiture provisions as contained therein, encroachments and overlaps, zoning laws, ordinances and regulations, those exceptions which are standard to a owner's policy of title insurance in the State of Kansas or as specified herein, and those matters attaching with respect to the Property, together with complete and legible copies of all instruments and documents referred to as exceptions to title by reason of Buyer taking title to (collectively, the real property. Buyer shall have a period of five (5) days following receipt of the Title Commitment (the “Objection Period”) in which to examine the Title Commitment and advise Seller in writing of any objections ("Title Objections----- Commitment") ). Except as set forth on the Buyer may Diligence Notice, Purchaser ---------- acknowledges and agrees that it does not have any other objections to Seller's any title as exceptions shown in on the Title Commitment. Seller acknowledges and agrees that Seller shall then have a period of five (5) days attempt to remedy the objections set forth in which the Diligence Notice with respect to notify Buyer in writing of those Title Objections it elects to cure. In the event Property; Seller elects to cure less than all of the Title Objections, Buyer shall have the right to adjourn the Closing Date pursuant to Section 3.6 for up to ninety (90) days for such purpose. If Seller ----------- shall be unable to remove any such title defects to which Purchaser has objected in accordance with this Section 3.3, Purchaser may elect (i) to terminate this ----------- Agreement, and this Agreement shall be of no further force and effect, except as otherwise expressly provided herein, or (ii) to consummate the transactions contemplated hereby, notwithstanding such title defect, without any abatement or reduction in the Purchase Price on account thereof. Purchaser shall make any such election by giving Seller written notice thereof within five (5) days to Seller given on or prior to the earlier of the Closing Date or the fifth Business Day after Seller's notice of its receipt of Seller's noticeinability to cure such defect, in which case the Xxxxxxx Money and time shall be returned of the essence with respect to Buyerthe giving of such notices by Purchaser. Failure of Purchaser to give such notice shall be deemed an election by Purchaser to proceed in accordance with clause (ii) above, and thereafter neither party such exception shall have any further obligation hereunderbe a Permitted Encumbrance. In Notwithstanding the event Buyer does not terminate this Agreementforegoing, Seller shall be obligated to take any and all actions necessary to remove as a title exception (and shall not have until Closing ("Cure Period"the aforesaid option to not cure) in which to cure any mortgages, deeds of trust, judgments and other liens of a monetary nature, as well as any liens or encumbrances created, permitted or suffered by Seller from and after the Title Objections date of the Seller has elected to cure, which the Buyer Agrees to extend for an additional 45 days in the event Seller has initiated a lawsuit to cure the title objection or objections. Title Objections may also be cured in accordance with applicable current titled standards in the Kansas Title Standards HandbookDiligence Notice.

Title Matters. Seller agrees to share equally with Buyer the closing costs and the cost of a title insurance company's commitment for and policy of title insurance, procured through: Security 1st Title, Xxxxxxxxxx, XX 00000 in an amount equal to the full purchase price naming Buyer as the insured. Buyer shall pay for any lender’s/mortgagee’s/instrument holder’s title insurance coverage. The title insurance company Security 1st Title, will furnish a copy of the commitment for title insurance and copies of all of the exception documents referred to therein (hereafter collectively referred to as the “Title Commitment”) to Seller, Buyer, Buyer’s lender lender, and the listing/selling broker as promptly as possible. The Title Commitment shall show a merchantable title vested in Seller, subject to easements, restrictions and protective covenants of record, right-of-way’s, setbacks, tenant rights, trees, fences, ordinances and regulations, unmatured and future assessments, restrictions and protective covenants of record, provided no forfeiture provisions as contained therein, encroachments and overlaps, zoning laws, ordinances and regulations, those exceptions which are standard to a policy of title insurance in the State of Kansas or as specified herein, and those matters attaching to the title by reason of Buyer taking title to the real property. Buyer shall have a period of five (5) days following receipt of the Title Commitment (the “Objection Period”) in which to examine the Title Commitment and advise Seller in writing of any objections ("Title Objections") the Buyer may have to Seller's title as shown in the Title Commitment. Seller shall then have a period of five (5) days in which to notify Buyer in writing of those Title Objections it elects to cure. In the event Seller elects to cure less than all of the Title Objections, Buyer shall have the right to terminate this Agreement by giving Seller written notice thereof within five (5) days of its receipt of Seller's notice, in which case the Xxxxxxx Money shall be returned to Buyer, and thereafter neither party shall have any further obligation hereunder. In the event Buyer does not terminate this Agreement, Seller shall have until Closing ("Cure Period") in which to cure the Title Objections the Seller has elected to cure, which the Buyer Agrees to extend for an additional 45 days in the event Seller has initiated a lawsuit to cure the title objection or objections. Title Objections may also be cured in accordance with applicable current titled standards in the Kansas Title Standards Handbook.

Title Matters. Seller agrees to share equally with Buyer the closing costs and the cost of a title insurance company's commitment for and policy of title insurance, procured through: Security 1st Title, 0000 X. Xxxx, Xxxxxxxxxx, XX 00000 in an amount equal to the full purchase price naming Buyer as the insured. Buyer B uyer shall pay for any lender’s/mortgagee’s/instrument holderh older’s title insurance coverage. The title insurance company Security 1st Title, will furnish a copy of the commitment for title insurance and copies of all of the exception documents referred to therein (hereafter collectively referred to as the “Title Commitment”) to Seller, Buyer, Buyer’s lender lender, and the listing/selling broker as promptly as possible. The Title Commitment shall show a merchantable title vested in Seller, subject to easements, restrictions and protective covenants of record, right-of-way’s, setbacks, tenant rights, trees, fences, ordinances and regulations, unmatured and future assessments, restrictions and protective covenants of record, provided no forfeiture provisions as contained therein, encroachments and overlaps, zoning laws, ordinances and regulations, those exceptions which are standard to a policy of title insurance in the State of Kansas or as specified herein, and those matters attaching to the title by reason of Buyer taking title to the real property. Buyer shall have a period of five (5) days following receipt of the Title Commitment (the “Objection Period”) in which to examine the Title Commitment and advise Seller in writing of any objections ("Title Objections") the Buyer may have to Seller's title as shown in the Title Commitment. Seller shall then have a period of five (5) days in which to notify Buyer in writing of those Title Objections it elects to cure. In the event Seller elects to cure less than all of the Title Objections, Buyer shall have the right to terminate this Agreement by giving Seller written notice thereof within five (5) days of its receipt of Seller's notice, in which case the Xxxxxxx Money shall be returned to Buyer, and thereafter neither party shall have any further obligation hereunder. In the event Buyer does not terminate this Agreement, Seller shall have until Closing ("Cure Period") in which to cure the Title Objections the Seller has elected to cure, which the Buyer Agrees to extend for an additional 45 days in the event Seller has initiated a lawsuit to cure the title objection or objections. Title Objections may also be cured in accordance with applicable current titled standards in the Kansas Title Standards Handbook.

Title Matters. Seller agrees to share equally with Buyer has ordered, or will order, within three (3) Business Days following the closing costs and the cost of Effective Date, a title insurance companycommitment (the "Title Commitment") from Anchor Title Company (the "Title Company") and shall arrange for the Title Company to simultaneously deliver a copy thereof (as well as any updates or supplements thereto) to Seller and Seller's commitment for and policy of title insurancecounsel (as set forth in Section 18). Buyer shall pay for notify Seller in writing (the "Buyer's Title Objection Letter") of any lender’s/mortgagee’s/instrument holder’s title insurance coverage. The title insurance company will furnish a copy matters listed in the Title Commitment or matters depicted on the updated survey of which Buyer disapproves (the "Title Objections") prior to the end of the commitment for title insurance Feasibility Period, except that Buyer shall not object to any Seller Obligations, it being understood and copies of agreed by the parties that Seller shall be obligated to satisfy all of Seller Obligations by the exception documents referred Closing Date. Any matters to therein which Buyer does not object as provided above (hereafter collectively referred to as the “Title Commitment”) to Seller, Buyer, Buyer’s lender and the listing/selling broker as promptly as possible. The Title Commitment shall show a merchantable title vested in Seller, subject to easements, restrictions and protective covenants of record, right-of-way’s, setbacks, tenant rights, trees, fences, ordinances and regulations, unmatured and future assessments, restrictions and protective covenants of record, provided no forfeiture provisions as contained therein, encroachments and overlaps, zoning laws, ordinances and regulations, those exceptions which are standard to a policy of title insurance in the State of Kansas or as specified herein, and other than those matters attaching to which it is not required to object as provided above) shall be deemed to be Permitted Exceptions, as defined herein. At or before the title by reason of Buyer taking title to the real property. Buyer Closing Date, Seller shall have a period of five (5) days following receipt satisfy all matters customarily included on Schedule X-x of the Title Commitment (other than matters that are the “Objection Period”) in which to examine the Title Commitment and advise Seller in writing of any objections ("Title Objections") the Buyer may have to SellerBuyer's title as shown in the Title Commitmentresponsibility). Seller shall then have a period of notify Buyer within five (5) days in which Business Days of Seller's receipt of Buyer's Title Objection Letter whether Seller is willing to notify Buyer in writing of those satisfy the Title Objections it elects (the "Seller Notice"). If Seller fails to curedeliver the Seller Notice within the time period required hereunder, Seller shall be deemed to have given Buyer notice that Seller shall not cure or satisfy any Title Objection. In the event If Seller elects is unwilling (or deemed unwilling) to cure less than all of satisfy the Title Objections, Buyer shall have the option, by giving written notice to Seller and Escrow Agent within two (2) Business Days of the expiration of the time period required for the delivery by Seller of the Seller's Notice, to either (i) terminate this Contract, in which event the Xxxxxxx Money shall be returned to Buyer, this Contract shall terminate, and the parties shall have no further obligations or liabilities hereunder (except for any obligations which expressly survive termination), or (ii) waive the Title Objections, in which event the parties shall proceed to Closing hereunder. If Seller is not able, fails or refuses to satisfy any Seller Obligations or other Title Objections which Seller had expressly agreed to satisfy or cure at or before the Closing Date, then Buyer may elect either (i) to terminate this Contract by written notice to Seller and Title Company, in which event the Xxxxxxx Money shall be returned to Buyer, this Contract shall terminate, and the parties shall have no further obligations or liabilities hereunder (except for any obligations which expressly survive termination), (ii) to pay over to the Title Company the amount necessary to cause the applicable liens and Title Objection(s) to be removed from title, or (iii) to waive the unsatisfied Title Objections and proceed to Closing, in which event the unsatisfied Title Objections will become Permitted Exceptions. Any easements, covenants, restrictions, exceptions of record (other than Seller Obligations) that are shown on the Title Commitment to which Buyer has not objected as set forth above, together with (a) all laws, ordinances, statutes, orders, requirements and regulations to which the Real Property is subject, and (b) all terms, conditions and provisions of all written leases of space for all or any portion of the Real Property shown on Schedule 5(a)(v), Schedule 5(a)(vi) or entered into after the Effective Date in accordance with this Contract, and (c) any exception from an updated survey, and all matters described above as Permitted Exceptions are hereinafter collectively referred to as "Permitted Exceptions." If Buyer does not deliver the Termination Notice, Buyer shall be deemed to have approved the Permitted Exceptions. Seller shall have no obligation to cure any title defect or satisfy any other title matters other than as specifically provided for above. If the Title Company notifies the parties of any additional exceptions to title after the Expiration of the Feasibility Period, Buyer shall have three (3) Business Days from the date of delivery of any such title supplement within which to object to the same by written notice to Seller. If Buyer does not timely deliver such objection notice to Seller, Buyer shall be deemed to have approved all such additional exceptions, each of which shall be deemed a Permitted Exception. With respect to any supplemental title matter to which Buyer has timely objected, Seller shall notify Buyer within ten (10) Business Days of receipt of Buyer's objection notice whether Seller intends to endeavor to cure such title matter, failing which Seller shall be deemed to have elected not to cure the matter. If Seller elects (or is deemed to have elected) not to cure a title defect, Buyer shall have the right to terminate this Agreement Contract by giving Seller written notice thereof to Seller given within five (5) days of its receipt of Business Days after Seller's noticenotice or deemed election not to cure, failing which, any such defect shall be deemed a Permitted Exception and Buyer shall proceed to Closing without any reduction or abatement in which case the Purchase Price. If Buyer elects to terminate this Contract, then upon giving the requisite written notice of termination to Seller, this Contract shall terminate, the Xxxxxxx Money and the interest thereon shall be returned to Buyer, and thereafter neither party shall have any further obligation hereunderliability to the other under this Contract except with respect to obligations that expressly survive the termination hereof. In Notwithstanding anything contained herein to the event contrary, Buyer does not terminate this Agreement, Seller shall have until Closing no right to object to ("Cure Period"a) in any Title Commitment requirements which are Buyer's responsibility to cure fulfill (such as providing the Title Objections the Seller has elected to cureCompany with organizational and authorization documentation), (b) any matter over which the Title Company is willing to insure, (c) any matter against which the Title Company is willing to provide affirmative insurance, (e) any matter arising as a result of an act or omission of any Buyer Agrees to extend for an additional 45 days in the event Seller has initiated a lawsuit to cure the title objection Party, or objections. Title Objections may also be cured in accordance with applicable current titled standards in the Kansas Title Standards Handbook(f) standard ALTA exceptions and other matters which are customarily removed at Closing.

Title Matters. Seller agrees Prior to share equally with Buyer the closing costs execution of this Agreement, the Candlewood Parties have ordered from the Title Company and directed the cost of Title Company promptly to deliver to the Purchaser a preliminary title insurance companycommitment, for an ALTA extended owner's commitment for and policy of title insurance. Buyer shall pay for any lender’s/mortgagee’s/instrument holder’s title insurance coverage. The title insurance company will furnish a copy of the commitment for title insurance and copies of all of the exception documents referred to therein (hereafter collectively referred to as the “Title Commitment”) to Seller, Buyer, Buyer’s lender and the listing/selling broker as promptly as possible. The Title Commitment shall show a merchantable title vested in Seller, subject to easements, restrictions and protective covenants of record, right-of-way’s, setbacks, tenant rights, trees, fences, ordinances and regulations, unmatured and future assessments, restrictions and protective covenants of record, provided no forfeiture provisions as contained therein, encroachments and overlaps, zoning laws, ordinances and regulations, those exceptions which are standard to a policy of title insurance in with respect to each of the State Properties, together with complete and legible copies of Kansas or all instruments and documents referred to as specified hereinexceptions to title (collectively, and those matters attaching the "Title Commitments"). Prior to the title by reason of Buyer taking title to the real property. Buyer shall have a period of five (5) days following receipt expiration of the Title Commitment Review Period, the Purchaser shall give the Candlewood Parties notice of any title exceptions (other than Permitted Encumbrances) which adversely affect any Property in any material respect and as to which the “Objection Period”) in which Purchaser reasonably objects. If, for any reason, the Candlewood Parties are unable or unwilling to examine take such actions as may be required to cause such exceptions to be removed from the Title Commitment Commitments, the Candlewood Parties shall give the Purchaser notice thereof; it being understood and advise Seller in writing of any objections ("Title Objections") agreed that the Buyer may have to Seller's title as shown in the Title Commitment. Seller shall then have a period of five (5) days in which to notify Buyer in writing of those Title Objections it elects to cure. In the event Seller elects to cure less than all failure of the Title ObjectionsCandlewood Parties to give such notice within ten (10) Business Days after the Purchaser's notice of objection shall be deemed an election by the Candlewood Parties not to remedy such matters. If the Candlewood Parties shall be unable or unwilling to remove any title defects to which the Purchaser has reasonably objected, Buyer shall have the right Purchaser may elect (i) to terminate this Agreement by giving Seller written notice thereof within five (5) days of its receipt of Seller's noticewith respect to the affected Property, in which case event, the Xxxxxxx Money Purchase Price shall be returned reduced by the Allocable Purchase Price of the affected Properties and this Agreement shall be of no further force and effect with respect to Buyerthe affected Properties or (ii) to consummate the transactions contemplated hereby, and thereafter neither party notwithstanding such title defect, without any abatement or reduction in the Purchase Price on account thereof. The Purchaser shall have make any further obligation hereunder. In such election by written notice to the event Buyer does not terminate this Agreement, Seller shall have until Closing ("Cure Period") in which Candlewood Parties given on or prior to the fifth Business Day after the Candlewood Parties' notice of their unwillingness or inability to cure such defect. Failure of the Title Objections Purchaser to give such notice shall be deemed an election by the Seller has elected Purchaser to cure, which the Buyer Agrees to extend for an additional 45 days in the event Seller has initiated a lawsuit to cure the title objection or objections. Title Objections may also be cured proceed in accordance with applicable current titled standards in the Kansas Title Standards Handbookclause (ii) above and such exception shall be deemed a Permitted Encumbrance.

Title Matters. Seller agrees Buyer acknowledges that it has, with respect to share equally the Premises, received a preliminary title report dated as of January 25, 2006 and issued by the Title Company under Order Number NCS-214398-SC (“Title Report”), together with Buyer the closing costs and the cost of a title insurance company's commitment for and policy of title insurance. Buyer shall pay for any lender’s/mortgagee’s/instrument holder’s title insurance coverage. The title insurance company will furnish a copy of the commitment for title insurance and copies of all of the exception documents referred to therein as exceptions to title (hereafter collectively referred to as the “Title CommitmentDocuments”) to Seller, Buyer, Buyer’s lender and the listing/selling broker as promptly as possible. The Title Commitment shall show a merchantable title vested in Seller, subject to easements, restrictions and protective covenants of record, right-of-way’s, setbacks, tenant rights, trees, fences, ordinances and regulations, unmatured and future assessments, restrictions and protective covenants of record, provided no forfeiture provisions as contained therein, encroachments and overlaps, zoning laws, ordinances and regulations, those exceptions which are standard to a policy of title insurance in the State of Kansas or as specified herein, and those matters attaching to the title by reason of Buyer taking title to the real property). Buyer shall be deemed to have a period of five (5) days following receipt of the Title Commitment (the “Objection Period”) in which waived its right to examine the Title Commitment and advise Seller in writing of object to any objections ("Title Objections") the Buyer may have to Seller's encumbrance or other title as shown exception or matter reflected in the Title CommitmentReport or Title Documents unless Buyer shall have given Seller written notice of its objections (a “Title Notice”) within ten (10) business days after the Effective Date; provided, however, Buyer reserves the right to object to any new matters first disclosed on any update to the Title Report as provided in Section 4(f) below. Buyer shall be deemed to have waived its right to object to any encumbrance or other title exception or matter reflected in the Survey unless Buyer shall have given Seller a Title Notice detailing its objections thereto within ten (10) business days after the Effective Date; provided, however, Buyer reserves the right to object to any matters reflected on the Updated Survey that were not reflected on the Survey as provided in Section 4(f) below. Upon Buyer’s failure to timely object pursuant to the foregoing provisions of this paragraph, any encumbrance or other title exception or matter reflected on the Title Report or in the Title Documents or Survey shall thereafter be deemed a “Permitted Encumbrance”. Seller shall then have a period of five (5) days in which to notify Buyer in writing of those Title Objections it elects to cure. In the event Seller elects to cure less than all of the Title Objections, Buyer shall have the right to terminate this Agreement by giving Seller written notice thereof right, at its sole option, within five (5) business days of its receipt of Seller's noticeBuyer’s Title Notice (the “Seller Title Response Period”), of delivering written notice to Buyer (the “Seller Title Notice”), that Seller will either (i) remove any encumbrance or other title exception or matter to which Buyer has objected, (ii) provide the Title Company such assurances as the Title Company requires to insure Buyer against any loss arising from such encumbrance or other title exception or matter, or (iii) do neither (i) nor (ii). Failure by Seller to deliver the Seller Title Notice shall be deemed an election under sub-item (iii) above in this subparagraph (c). If Seller does not elect to effect the cure or provide the assurances contemplated by sub-item (i) or (ii) of this subparagraph (c), Buyer may elect, as its sole right and remedy by reason thereof, either (x) to take such title to the Premises as Seller can convey, with no abatement of the Purchase Price, or (y) upon written demand delivered by Buyer to Seller and Escrowee (the “Buyer Election Notice”) no later than the earlier to occur of the expiration of the Inspection Period or five (5) business days after Buyer’s receipt of the Seller Title Notice, to terminate this Agreement and receive the return of the Deposit. Buyer’s failure to timely deliver the Buyer Election Notice in accordance with the foregoing provisions of this subparagraph (c) shall be deemed an election by Buyer under the foregoing sub-item (x) of this subparagraph (c). Notwithstanding the foregoing provisions of this Paragraph 4, Buyer agrees to accept title to the Property subject to judgments against Seller and/or monetary liens if the Title Company insures Buyer against any loss by reason of such judgments and/or liens, in each case other than judgments or liens for more than $150,000.00, individually or in the aggregate. Notwithstanding anything in this Agreement that may be construed to the contrary and except as otherwise set forth in any Seller Title Notice, Seller shall have no obligation to cure any alleged defect, objection or survey matter raised in any Title Notice other than any consensual mortgage or deed of trust executed by Seller; provided, however, that Seller further agrees to cure, at the Closing, any other monetary lien or liens which case are not caused by Buyer provided such liens do not exceed an amount equal to Thirty Five Thousand and 00/100 Dollars ($35,000.00) in the Xxxxxxx Money aggregate (such other monetary liens are referred to herein as the “Mandatory Cure Liens”). In any event, Seller shall have the right, at its sole option, to extend the Closing Date by an additional sixty (60) days in order to cure any alleged defect, objection or survey matter raised in any Title Notice or to otherwise satisfy its obligations under this paragraph. Upon any return of the Deposit to Buyer pursuant to this paragraph, this Agreement shall be returned to Buyerdeemed null and void, and thereafter neither party shall have any further obligation hereunder. In rights or obligations hereunder (except for the event obligations of Buyer does not terminate hereunder which by their terms survive the termination of this Agreement, Seller shall have until Closing ("Cure Period") in which to cure the Title Objections the Seller has elected to cure, which the Buyer Agrees to extend for an additional 45 days in the event Seller has initiated a lawsuit to cure the title objection or objections. Title Objections may also be cured in accordance with applicable current titled standards in the Kansas Title Standards Handbook).

Title Matters. Not more than ten (10) business days, from the Effective Date, Seller agrees shall deliver or cause to share equally with Buyer the closing costs and the cost of be delivered to Buyer, a title insurance company's commitment for and policy of title insurance. Buyer shall pay for any lender’s/mortgagee’s/instrument holderan owner’s title insurance coverage. The title insurance company will furnish a copy policy, dated after the date hereof, issued by First American Title (the “Title Insurer”) in the amount of the commitment for title insurance and copies of all of the exception documents referred to therein Purchase Price, with standard form coverage (hereafter collectively referred to as the “Title Commitment”) to Seller), Buyertogether with legible copies of all documents referenced therein as exceptions, Buyer’s lender showing marketable and the listing/selling broker as promptly as possible. The Title Commitment shall show a merchantable title vested in Seller, subject to easements, restrictions and protective covenants of record, right-of-way’s, setbacks, tenant rights, trees, fences, ordinances and regulations, unmatured and future assessments, restrictions and protective covenants of record, provided no forfeiture provisions as contained therein, encroachments and overlaps, zoning laws, ordinances and regulations, those exceptions which are standard to a policy of title insurance in the State of Kansas or as specified herein, and those matters attaching to the title by reason of Buyer taking insurable title to the real propertyProperty subject only to: (a) title exceptions pertaining to liens or encumbrances of a definite or ascertainable amount that may be removed by the payment of money or otherwise on the Closing Date, and which Seller shall so remove at Closing; (b) standard exceptions printed by the Title Insurer; (c) title exceptions not otherwise objected to by Buyer; (d) current years’ taxes and assessments to be prorated at Closing, and (e) that certain U.S. Government Lease for Real Property dated November 1, 2000, as supplemented by that certain Supplemental Lease Agreement dated November 1, 2000, as may be renewed during this Agreement (collectively “Lease”) (all collectively, the “Permitted Exceptions”). Buyer shall have a period the later of five (5i) fifteen (15) days following after receipt of the Title Commitment or (ii) until expiration of the “Objection Due Diligence Period”) in , within which to examine the Title Commitment and advise Seller object in writing of to any objections ("Title Objections") material exception shown thereon and, if said exception cannot be removed by Seller on or before the Buyer may have to Seller's title as shown in the Title Commitment. Seller shall then have a period of five (5) days in which to notify Buyer in writing of those Title Objections it elects to cure. In the event Seller elects to cure less than all of the Title ObjectionsClosing Date, Buyer shall have the right to terminate this Agreement by giving Seller written notice thereof within five (5) days of its receipt of Seller's noticeAgreement, in which case event the Xxxxxxx Money and all interest earned thereon (if any) shall be returned to Buyer, Buyer and all parties thereafter neither party shall have released and discharged from any further obligation hereunderunder this Agreement. In The failure of the event Buyer does to deliver written notice of an objection to a material exception shown on the Title Commitment within such title review period shall conclusively constitute the approval by Buyer of the exceptions shown in the Title Commitment. Without limiting the foregoing, Seller shall not terminate take any action or record any documents that would affect title to the Property after the date of this Agreement, except that Seller may enter into a new supplement or amendment to the Lease. In addition, Seller shall have until remove any defect or encumbrance attaching by, through or under Seller after the date of this Agreement, except for a new supplement or amendment to the Lease. Any and all monetary encumbrances recorded against the Property may be discharged by Seller at Closing ("Cure Period") out of the Purchase Price. The legal description set forth in which to cure the Title Objections Commitment shall be the legal description used to describe the Property on the special warranty deed delivered to Buyer by Seller has elected to cure, which the Buyer Agrees to extend for an additional 45 days in the event Seller has initiated a lawsuit to cure the title objection or objections. Title Objections may also be cured in accordance with applicable current titled standards in the Kansas Title Standards Handbookat Closing.

Title Matters. Seller agrees to share equally with Buyer the closing costs and the cost of a title insurance company's commitment for and policy of title insurance, procured through: First American Title Insurance, 000 Xxxxxx Xxx., Xxxxx Xxxx, XX 00000 in an amount equal to the full purchase price naming Buyer as the insured. Buyer shall pay for any lender’sl ender’s/mortgagee’s/instrument holder’s title insurance coverage. The title insurance company First American Title Insurance, 000 Xxxxxx Xxx., Xxxxx Xxxx, XX 00000, will furnish a copy of the commitment for title insurance and copies of all of the exception documents referred to therein (hereafter collectively referred to as the “Title Commitment”) to Seller, Buyer, Buyer’s lender lender, and the listing/selling broker as promptly as possible. The Title Commitment shall show a merchantable title vested in Seller, subject to easements, restrictions and protective covenants of record, right-of-way’s, setbacks, tenant rights, trees, fences, ordinances and regulations, unmatured and future assessments, restrictions and protective covenants of record, provided no forfeiture provisions as contained therein, encroachments and overlaps, zoning laws, ordinances and regulations, those exceptions which are standard to a policy of title insurance in the State of Kansas or as specified herein, and those matters attaching to the title by reason of Buyer taking title to the real property. Buyer shall have a period of five (5) days following receipt of the Title Commitment (the “Objection Period”) in which to examine the Title Commitment and advise Seller in writing of any objections ("Title Objections") the Buyer may have to Seller's title as shown in the Title Commitment. Seller shall then have a period of five (5) days in which to notify Buyer in writing of those Title Objections it elects to cure. In the event Seller elects to cure less than all of the Title Objections, Buyer shall have the right to terminate this Agreement by giving Seller written notice thereof within five (5) days of its receipt of Seller's notice, in which case the Xxxxxxx Money shall be returned to Buyer, and thereafter neither party shall have any further obligation hereunder. In the event Buyer does not terminate this Agreement, Seller shall have until Closing ("Cure Period") in which to cure the Title Objections the Seller has elected to cure, which the Buyer Agrees to extend for an additional 45 days in the event Seller has initiated a lawsuit to cure the title objection or objections. Title Objections may also be cured in accordance with applicable current titled standards in the Kansas Title Standards Handbook.

Title Matters. Within ten days after the Effective Date, Seller agrees shall direct the Escrow Agent, as defined in Section 3.1 of this Agreement to share equally with Buyer issue a preliminary title report for the closing costs Property (Title Report). The Title Report shall include complete and legible copies of the cost of a documents shown in the Title Report as exceptions to the title insurance company's commitment for and policy of title insurance(Exception Documents). Buyer shall pay for any lender’s/mortgagee’s/instrument holder’s title insurance coverage. The title insurance company will furnish have ten days after receipt of a copy of the commitment for Title Report and Exception Documents to give written notice to Seller of any objection to such title insurance and copies of all of the exception documents referred or to therein (hereafter collectively referred to as the “Title Commitment”) to Sellerany liens, Buyer, Buyer’s lender and the listing/selling broker as promptly as possible. The Title Commitment shall show a merchantable title vested in Seller, subject to easements, restrictions and protective covenants of record, right-of-way’s, setbacks, tenant rights, trees, fences, ordinances and regulations, unmatured and future assessments, restrictions and protective covenants of record, provided no forfeiture provisions as contained therein, encroachments and overlaps, zoning laws, ordinances and regulations, those encumbrances or other exceptions which are standard to a policy of title insurance in the State of Kansas or as specified herein, and those matters attaching to the title by reason of Buyer taking affecting title to the real propertyProperty, except for those created by Buyer. If Buyer shall have a period of five (5) days following receipt of fails to raise any objection within the Title Commitment (the “Objection Period”) in which to examine the Title Commitment specified time period, all conditions and advise Seller in writing of any objections ("Title Objections") the Buyer may have to Seller's title as shown exceptions set forth in the Title Commitment. Report and Exception Documents shall be deemed “Permitted Exceptions.” If Buyer objects to an exception(s) to title, except for those exceptions created by Buyer, Seller shall then have a period of five (5) days in which be obligated to notify Buyer within ten days after receipt of notice of such objection whether Seller is willing Butternut Pump Station and able to remove such exception(s) (Seller’s Response). If Seller is willing and able to remove such exception(s), Seller shall do so prior to Closing, and all remaining exceptions set forth in writing of those Title Objections it elects to cure. In the event Seller elects to cure less than all of the Title ObjectionsReport and as to which Buyer did not object shall be “Permitted Exceptions.” If Seller is not willing and able to remove the objected-to exception(s), Buyer shall have the right to may terminate this Agreement by giving Seller written notice thereof to Seller within five (5) ten days of its after receipt of Seller's notice’s Response, or Buyer may elect to acquire the Easement subject to such exception(s) by giving written notice to Seller within ten days after receipt of Seller’s Response, in which case the Xxxxxxx Money such exception(s) shall be returned additional Permitted Exceptions. If Buyer fails to Buyergive Seller either written notice within such ten- day period, Buyer shall be deemed to have elected to acquire the Easement subject to the exceptions Seller is not willing and thereafter neither party able to remove. However, any exception which is removable by payment of money shall have any further obligation hereunder. In be satisfied at Closing by Seller provided the event Buyer total for satisfying such exception does not terminate this Agreement, Seller shall have until Closing ("Cure Period") in which to cure exceed the Title Objections the Seller has elected to cure, which the Buyer Agrees to extend for an additional 45 days in the event Seller has initiated a lawsuit to cure the title objection or objections. Title Objections may also be cured in accordance with applicable current titled standards in the Kansas Title Standards HandbookPurchase Price.

Title Matters. No later than thirty (30) days prior to Closing, Seller agrees shall cause to share equally with be provided to Buyer an acceptable title insurance commitment ("Title Commitment") for the closing costs and the cost of Omaha Parcel, issued by a title insurance companycompany to be chosen by Buyer (the "Title Company"), in which the Title Company shall commit to issue an ALTA form owner's commitment for and policy of title insurance. Buyer shall pay for any lender’s/mortgagee’s/instrument holder’s title insurance coverage. The title insurance company will furnish a copy of the commitment for title insurance and copies of all of the exception documents referred to therein (hereafter collectively referred to as the “Title Commitment”) to Seller, Buyer, Buyer’s lender and the listing/selling broker as promptly as possible. The Title Commitment shall show a merchantable title vested in Seller, subject to easements, restrictions and protective covenants of record, right-of-way’s, setbacks, tenant rights, trees, fences, ordinances and regulations, unmatured and future assessments, restrictions and protective covenants of record, provided no forfeiture provisions as contained therein, encroachments and overlaps, zoning laws, ordinances and regulations, those exceptions which are standard to a policy of title insurance in ("Owner's Policy"), showing Buyer as the State of Kansas or prospective named insured, showing the policy amount as specified hereinthe Omaha Price, and those matters attaching to showing the title by reason status of Buyer taking title to the real propertySeller's title. Buyer shall have a period of five ten (510) days ("Objection Period") following Buyer's receipt of the Title Commitment (the “Objection Period”) in which to examine the Title Commitment and and, prior to the expiration of the Objection Period, shall advise Seller in writing of any objections ("Title Objections") the Buyer may have to Seller's title as shown in the Title Commitment. Seller shall then have a period of five (5) days in which to notify Buyer in writing of those Title Objections it elects to cure. In the event Seller elects to cure less than all of the Title Objections, Buyer shall have the right to terminate this Agreement with respect to the Omaha Parcel by giving Seller written notice thereof within five (5) business days of its receipt of Seller's notice, in which case the Xxxxxxx Money shall be returned to Buyer, and thereafter neither party shall have any further obligation hereunderhereunder with respect to the Omaha Parcel. In the event Buyer does not terminate this AgreementAgreement with respect to the Omaha Parcel, Seller shall have until three (3) days prior to the Closing ("Cure Period") in which to cure the Title Objections the Seller it has elected to cure, which the Buyer Agrees to extend for an additional 45 days in . In the event Seller has initiated a lawsuit is unable or unwilling to cure all of the title objection or objections. Title Objections may also during the Cure Period, and Buyer has not agreed in writing to waive the uncured Title Objections, this Agreement shall terminate as to the Omaha Parcel and thereafter neither party shall have any further obligation hereunder with respect to the Omaha Parcel. Promptly following the Closing, Seller will cause to be cured issued to Buyer an Owner's Policy in accordance with applicable current titled standards an amount equal to the Omaha Price, insuring fee simple title to the Omaha Parcel in Buyer, subject only to those title exceptions or requirements contained in the Kansas Title Standards HandbookCommitment to which Buyer does not object or those title exceptions which Buyer has otherwise waived (collectively "Permitted Exceptions").

Title Matters. Seller agrees shall deliver to share equally with Buyer a preliminary title report on the closing costs and Property within 15 days from the cost date of a title insurance company's commitment for and policy of title insurance. Buyer shall pay for any lender’s/mortgagee’s/instrument holder’s title insurance coverage. The title insurance company will furnish a copy of the commitment for title insurance and copies of all of the exception documents referred to therein (hereafter collectively referred to as the “Title Commitment”) to Seller, Buyer, Buyer’s lender and the listing/selling broker as promptly as possible. The Title Commitment shall show a merchantable title vested in Seller, subject to easements, restrictions and protective covenants of record, right-of-way’s, setbacks, tenant rights, trees, fences, ordinances and regulations, unmatured and future assessments, restrictions and protective covenants of record, provided no forfeiture provisions as contained therein, encroachments and overlaps, zoning laws, ordinances and regulations, those exceptions which are standard to a policy of title insurance in the State of Kansas or as specified herein, and those matters attaching to the title by reason of Buyer taking title to the real propertythis Agreement. Buyer shall have a period of five (5) 10 business days following from Buyer's receipt of the Title Commitment report to send written notice to Seller disapproving of any encumbrances reflected in the report. Buyer shall have the right in Buyer's discretion to disapprove any encumbrance. If Buyer fails to send such notice, the encumbrances reflected in the report shall be deemed to be approved by Buyer. If Buyer disapproves any encumbrance, then Seller may either (the “Objection Period”a) terminate this Agreement whereupon Buyer's deposit will be returned in which full to examine the Title Commitment Buyer, with any accrued interest, and advise Seller both parties shall be released from further obligations under this Agreement, or (b) agree in writing of any objections ("Title Objections") the Buyer may have to Seller's title as shown in the Title Commitmentcause such encumbrance to be removed prior to closing. Seller shall then have a period of five (5) days in which to notify Buyer in writing of those Title Objections it elects to cure. In the event If Seller elects to cure less than all of the Title Objectionscancel under (a) above, Buyer shall have the right in its discretion to terminate this Agreement by giving Seller written notice thereof within five (5) days of elect to waive its receipt of objection to the encumbrance and proceed with the closing, accepting title subject to said encumbrance, notwithstanding Seller's notice, in which case termination. All elections under the Xxxxxxx Money preceding two sentences shall be returned to Buyermade promptly and in writing. The encumbrances approved (or deemed approved) by Buyer are herein called the "Permitted Title Exceptions". In addition, the Permitted Title Exceptions will include (a) any utility easements, subdivision agreement or other encumbrances imposed by the County of Maui as a condition of the First Subdivision, provided that such encumbrances are consistent with normal practice of the County of Maui in subdivision approvals and thereafter neither party shall such encumbrances will not have any further obligation hereundermaterial adverse affect on the development and sale of the Property by Buyer as an 80-lot residential subdivision; and (b) the Declaration of Covenants, Conditions and Restrictions for Kehalani, dated March 17, 1995, recorded in the State of Hawaii Bureau of Conveyances as Document No. In 95-040251, as amended (the event Buyer does not terminate this Agreement"CC&Rs). At closing, Seller shall have until Closing will convey to Buyer title to the Property by limited warranty deed (in substantially the form attached hereto as Exhibit B), free and clear of all encumbrances except the "Cure PeriodPermitted Title Exceptions") in which to cure the Title Objections the Seller has elected to cure, which the Buyer Agrees to extend for an additional 45 days in the event Seller has initiated a lawsuit to cure the title objection or objections. Title Objections may also be cured in accordance with applicable current titled standards in the Kansas Title Standards Handbook.

Title Matters. (a) Except as otherwise provided in this Agreement (including, without limitation, in the event any unpermitted exception is the result of any breach by the Seller agrees Parties of their representations or covenants under this Agreement), in the event the Seller Parties are unable to share equally with convey the Target Properties subject only to the Target Property Permitted Liens, then they shall deliver written notice to the Buyer Parties at least two (2) days prior to the closing costs Outside Date and the cost Buyer Parties may elect, as their sole and exclusive remedy therefor, to either (x) subject to the Seller Parties’ rights under the immediately succeeding sentence, terminate this Agreement prior to the Outside Date by giving written notice to the Seller Parties and thereafter the Parties shall have no further rights or obligations hereunder except for those obligations which expressly survive the termination of this Agreement, or (y) waive such title objections, in which event such title objections shall be deemed additional “Target Property Permitted Liens” and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price. Notwithstanding anything contained herein to the contrary, the Seller Parties shall be obligated at Closing to cause the release or discharge of (A) any Post-Signing Voluntary Target Property Encumbrance created by the Seller Parties, (B) any mortgage debt and (C) any other monetary Lien that is not a title insurance company's commitment for Target Property Permitted Lien encumbering the Target Properties (any Lien described in clause (C), each, a “Monetary Encumbrance”), provided, however, that (x) the Seller Parties shall not be obligated to spend more than $70,000,000 in the aggregate with respect to any Monetary Encumbrances (exclusive of any Monetary Encumbrances resulting from the failure of the Seller Parties to pay obligations which the Seller Parties would be required to pay under Section 1.7) and policy (y) if any Post-Signing Voluntary Target Property Encumbrance or Monetary Encumbrance is bonded over by the Seller Parties or others at or prior to the Closing or if the Seller Parties escrow sufficient funds with the Title Company such that it is omitted from the Title Policy (or is otherwise fully insured over by the Title Company) then Seller Parties shall be deemed to have satisfied the provisions of title insurance. Buyer shall pay for any lender’s/mortgagee’s/instrument holder’s title insurance coveragethis sentence and deemed to have caused the release of such Post Signing Voluntary Target Property Encumbrance or Monetary Encumbrance. The title insurance company will furnish a copy of parties acknowledge and agree that the commitment for title insurance and copies of all of the exception documents referred to therein (hereafter collectively referred to as the “Title Commitment”) to Seller, Buyer, Buyer’s lender and the listing/selling broker as promptly as possible. The Title Commitment shall show a merchantable title vested in Seller, subject to easements, restrictions and protective covenants of record, right-of-way’s, setbacks, tenant rights, trees, fences, ordinances and regulations, unmatured and future assessments, restrictions and protective covenants of record, provided no forfeiture provisions as contained therein, encroachments and overlaps, zoning laws, ordinances and regulations, those exceptions which are standard to a policy of title insurance in the State of Kansas or as specified herein, and those matters attaching to the title by reason of Buyer taking title to the real property. Buyer shall have a period of five (5) days following receipt of the Title Commitment (the “Objection Period”) in which to examine the Title Commitment and advise Seller in writing of any objections ("Title Objections") the Buyer may have to Seller's title as shown in the Title Commitment. Seller shall then have a period of five (5) days in which to notify Buyer in writing of those Title Objections it elects to cure. In the event Seller elects to cure less than all of the Title Objections, Buyer Parties shall have the right to terminate this Agreement by giving Seller written notice thereof within five (5) days apply or cause Escrow Agent to apply all or any portion of its receipt the Cash Consideration to cause the release or discharge of Seller's notice, in which case the Xxxxxxx Money shall be returned to Buyer, and thereafter neither party shall have any further obligation hereunder. In the event Buyer does not terminate this Agreement, Seller shall have until Closing ("Cure Period") in which to cure the Title Objections the Seller has elected to cure, which the Buyer Agrees to extend for an additional 45 days in the event Seller has initiated a lawsuit to cure the title objection Post Signing Voluntary Target Property Encumbrance or objections. Title Objections may also be cured in accordance with applicable current titled standards in the Kansas Title Standards HandbookMonetary Encumbrance.

Title Matters. Seller agrees Prior to share equally with Buyer the closing costs execution of this Agreement, the Candlewood Parties have ordered from the Title Company and directed the cost of Title Company promptly to deliver to the Purchaser a preliminary title insurance companycommitment, for an ALTA extended owner's commitment for and policy of title insurance. Buyer shall pay for any lender’s/mortgagee’s/instrument holder’s title insurance coverage. The title insurance company will furnish a copy of the commitment for title insurance and copies of all of the exception documents referred to therein (hereafter collectively referred to as the “Title Commitment”) to Seller, Buyer, Buyer’s lender and the listing/selling broker as promptly as possible. The Title Commitment shall show a merchantable title vested in Seller, subject to easements, restrictions and protective covenants of record, right-of-way’s, setbacks, tenant rights, trees, fences, ordinances and regulations, unmatured and future assessments, restrictions and protective covenants of record, provided no forfeiture provisions as contained therein, encroachments and overlaps, zoning laws, ordinances and regulations, those exceptions which are standard to a policy of title insurance in with respect to each of the State Properties, together with complete and legible copies of Kansas or all instruments and documents referred to as specified hereinexceptions to title (collectively, and those matters attaching the "Title Commitments"). Prior to the title by reason of Buyer taking title to the real property. Buyer shall have a period of five (5) days following receipt expiration of the Title Commitment Review Period, the Purchaser shall give the Candlewood Parties notice of any title exceptions (other than Permitted Encumbrances) which adversely affect any Property in any material respect and as to which the “Objection Period”) in which Purchaser reasonably objects. If, for any reason, the Candlewood Parties are unable or unwilling to examine take such actions as may be required to cause such exceptions to be removed from the Title Commitment Commitments, the Candlewood Parties shall give the Purchaser notice thereof; it being understood and advise Seller in writing of any objections ("Title Objections") agreed that the Buyer may have to Seller's title as shown in the Title Commitment. Seller shall then have a period of five (5) days in which to notify Buyer in writing of those Title Objections it elects to cure. In the event Seller elects to cure less than all failure of the Title ObjectionsCandlewood Parties to give such notice within ten (10) Business Days after the Purchaser's notice of objection shall be deemed an election by the Candlewood Parties not to remedy such matters. If the Candlewood Parties shall be unable or unwilling to remove any title defects to which the Purchaser has reasonably objected, Buyer shall have the right Purchaser may elect (i) to terminate this Agreement by giving Seller written notice thereof within five (5) days of its receipt of Seller's noticewith respect to the affected Property, in which case event the Xxxxxxx Money Purchase Price shall be returned reduced by the Allocable Purchase Price of the affected Properties and this Agreement shall be of no further force and effect with respect to Buyerthe affected Properties or (ii) to consummate the transactions contemplated hereby, and thereafter neither party notwithstanding such title defect, without any abatement or reduction in the Purchase Price on account thereof. The Purchaser shall have make any further obligation hereunder. In such election by written notice to the event Buyer does not terminate this Agreement, Seller shall have until Closing ("Cure Period") in which Candlewood Parties given on or prior to the fifth Business Day after the Candlewood Parties' notice of their unwillingness or inability to cure such defect. Failure of the Title Objections Purchaser to give such notice shall be deemed an election by the Seller has elected Purchaser to cure, which the Buyer Agrees to extend for an additional 45 days in the event Seller has initiated a lawsuit to cure the title objection or objections. Title Objections may also be cured proceed in accordance with applicable current titled standards in the Kansas Title Standards Handbookclause (ii) above and such exception shall be deemed a Permitted Encumbrance.

Title Matters. a. As soon as practicable following the execution hereof, Seller shall provide to Purchaser A.L.T.A. Form 1992 title insurance commitments from a title insurance company reasonably acceptable to Purchaser for each parcel of Owned/Leased Land agreeing to insure title as owner or tenant (as applicable) in the amount of $200,000 for each such parcel of Owned/Leased Land, except for the Seller Owned Real Estate parcel commonly known as the Augusta site, which shall be $700,000, with standard exceptions waived, together with copies of all documents mentioned in said title insurance commitments. In each case, the amounts purchased shall be increased as necessary to comply with co-insurance provisions of the policies or to qualify for waivers or "agreed-amount" endorsements. Seller also agrees to share equally with Buyer the closing costs and procure for Purchaser Owner's or Leasehold Owner's policies of title insurance, as applicable, on A.L.T.A. Form 1992 for each parcel of Owned/Leased Land. Seller shall bear the cost of a obtaining the title insurance company's commitment for commitments and policy Seller and Purchaser shall each pay one-half of title insurance. Buyer shall pay for any lender’s/mortgagee’s/instrument holder’s the cost of the title insurance coveragepolicies. The title insurance company will furnish a copy policies shall include waivers of the commitment co-insurance clause reasonably acceptable to Purchaser. Purchaser shall be allowed twelve (12) business days after receipt of complete commitments for the examination thereof and the making and delivering of any written objections to the marketability of title. If no title insurance and copies of all of objections are made within such twelve (12) business day period, such objections shall be deemed to have been waived by Purchaser. Purchaser shall not have the exception documents referred right, however, to therein (hereafter collectively referred to as the “Title Commitment”) object to Seller, Buyer, Buyer’s lender and 's or the listingPartnership's title to any parcel of Owned/selling broker as promptly as possible. The Title Commitment shall show a merchantable title vested in Seller, subject to easements, restrictions and protective covenants of record, right-of-way’s, setbacks, tenant rights, trees, fences, ordinances and regulations, unmatured and future assessments, restrictions and protective covenants of record, provided no forfeiture provisions as contained therein, encroachments and overlaps, zoning laws, ordinances and regulations, those exceptions which are standard to a policy of title insurance in the State of Kansas or as specified herein, and those matters attaching to the title Leased Land by reason of Buyer taking any of the Permitted Encumbrances. If any written objections to the marketability of title to any parcel of Owned/Leased Land are made by Purchaser within said twelve (12) day period, Seller shall use its reasonable best efforts, at its sole cost and expense, to cure said marketable title objections within thirty (30) days after said objections have been raised. If title to the real property. Buyer shall have a period of five Owned/Leased Land is not made marketable to Purchaser's reasonable satisfaction within such thirty (530) days following receipt of the Title Commitment (the “Objection Period”) in which to examine the Title Commitment and advise Seller in writing of any objections ("Title Objections") the Buyer may have to Seller's title as shown in the Title Commitment. Seller shall then have a period of five (5) days in which to notify Buyer in writing of those Title Objections it elects to cure. In the event Seller elects to cure less than all of the Title Objectionsday period, Buyer Purchaser shall have the right during the ten (10) business day period (following the expiration of such thirty (30) day period) to terminate this Agreement by giving Seller written notice thereof within five (5) days of its receipt of termination to Seller's notice, in which case the Xxxxxxx Money shall be returned to Buyer, Licensee and thereafter neither party shall have any further obligation hereunder. In the event Buyer does not terminate this Agreement, Seller shall have until Closing ("Cure Period") in which to cure the Title Objections the Seller has elected to cure, which the Buyer Agrees to extend for an additional 45 days in the event Seller has initiated a lawsuit to cure the title objection or objections. Title Objections may also be cured in accordance with applicable current titled standards in the Kansas Title Standards HandbookShareholder.

Title Matters. Seller agrees i. First American Title Insurance Company (the “Title Company”) is preparing a preliminary title report (the “PTR”) (Order No. 371 5758) with respect to share equally with Buyer the closing costs and the cost of a title insurance company's commitment for and policy of title insurance. Buyer shall pay for any lender’s/mortgagee’s/instrument holder’s title insurance coverageProperty, which has been delivered to Buyer. The title insurance company will furnish a copy of the commitment for title insurance and Title Company is hereby instructed to make available to Buyer copies of all of the exception documents exceptions referred to therein in the PTR within three (hereafter collectively referred 3) days following Opening of Escrow. On or before March 25, 2011, Buyer shall notify Seller in writing either (1) of any title exceptions which Buyer is unwilling to as accept (such exception(s) being herein called, collectively, the “Title CommitmentUn-permitted Exceptions”) to Seller, Buyer, Buyer’s lender and the listing/selling broker as promptly as possible. The Title Commitment shall show a merchantable title vested in Seller, subject to easements, restrictions and protective covenants of record, right-of-way’s, setbacks, tenant rights, trees, fences, ordinances and regulations, unmatured and future assessments, restrictions and protective covenants of record, provided no forfeiture provisions as contained therein, encroachments and overlaps, zoning laws, ordinances and regulations, those exceptions which are standard to a policy of title insurance in the State of Kansas or as specified herein, and those matters attaching such notice being herein called a “Title Objection Notice”), or (2) that Buyer has no objections to the title by reason of Buyer taking title to the real propertyReal Property (such notice being herein called a “Title Acceptance Notice”). Buyer’s failure to timely deliver either a Title Objection Notice or a Title Acceptance Notice as required above shall be deemed Buyer’s disapproval of the condition of title to the Property, this Agreement shall terminate and the termination provisions of Section 12 below shall apply. If a Title Objection Notice has been timely delivered, Seller may undertake to eliminate the Un-permitted Exceptions subject to the terms and conditions of this Section. Buyer shall have a period of five (5) days following receipt of the Title Commitment (the “Objection Period”) in which to examine the Title Commitment and advise Seller in writing of hereby waives any objections ("Title Objections") the right Buyer may have to Seller's object, as an objection to title or as shown grounds for Buyer’s refusal to close this transaction, to any Un-permitted Exception which Buyer does not include in a Title Objection Notice, unless (1) such Un-permitted Exception was first raised by the Title Commitment. Seller shall then have a period of five (5) days in which Company subsequent to notify Buyer in writing of those Title Objections it elects to cure. In the event Seller elects to cure less than all date of the Title ObjectionsPTR, or such Un-permitted Exception appears or is disclosed by any matter shown on Buyer’s new or updated ALTA survey (if obtained by Buyer), but did not appear or was not disclosed by any matter shown on the Existing Survey (as hereafter defined), and (2) Buyer shall have the right send a Title Objection Notice to terminate this Agreement by giving Seller written notice thereof with respect to such Un-permitted Exception within five (5) days after the Title Company shall notify Buyer of such Un-permitted Exception or Buyer shall receive its new survey, as applicable (failure to so notify Seller shall be deemed to be a waiver by Buyer of its right to raise such Un-permitted Exception as an objection to title or as a ground for Buyer’s refusal to close the transaction contemplated by this Agreement). Notwithstanding anything to the contrary contained in this Agreement, Seller, in its sole discretion, shall have the right to extend the Closing Date for a period not to exceed thirty (30) days for the purpose of attempting to cure or remove any Un-permitted Exception (such period of time commencing upon Seller’s receipt of Seller's noticea Title Objection Notice from Buyer and continuing through and including the date that is thirty (30) days from the Closing Date being herein called the “Extension Period”), provided that Seller shall notify Buyer, in which case writing, within ten (10) days after receipt by Seller of the Xxxxxxx Money shall be returned Title Objection Notice, that it will endeavor to Buyer, and thereafter neither party shall have any further obligation hereundereliminate such Un-permitted Exception. In Notwithstanding the event Buyer does not terminate foregoing or anything to the contrary set forth in this Agreement, Seller shall not under any circumstance be required or obligated to cause the cure or removal of any Un-permitted Exception, including, without limitation, to bring any action or proceeding, to make any payments or otherwise to incur any expense in order to eliminate any Un-permitted Exception not waived by Buyer or to arrange for title insurance insuring against enforcement of such Un-permitted Exception against, or collection of the same out of, the Land, notwithstanding that Seller may have until attempted to do so, or may have obtained an extension of the Closing Date for such purpose; provided, however, that notwithstanding anything to the contrary contained herein, Seller shall remove any and all monetary liens and encumbrances affecting the Property ("Cure Period"excluding non-delinquent taxes, bonds and assessments) in which to cure the Title Objections the Seller has elected to cure, which the Buyer Agrees to extend for an additional 45 days in the event Seller has initiated a lawsuit to cure the title objection or objections. Title Objections may also be cured in accordance with applicable current titled standards in the Kansas Title Standards Handbook(“Seller’s Monetary Liens”).

Title Matters. Seller agrees to share equally with Buyer has obtained a preliminary title report for the closing costs and the cost of a title insurance company's commitment for and policy of title insurance. Buyer shall pay for any lender’s/mortgagee’s/instrument holder’s title insurance coverage. The title insurance company will furnish Property (Title Report) a copy of the commitment for title insurance and copies of all of the exception documents referred to therein (hereafter collectively referred to which is attached hereto as the “Title Commitment”) to Seller, Buyer, Buyer’s lender and the listing/selling broker as promptly as possible. Exhibit B. The Title Commitment shall show a merchantable title vested in Seller, subject to easements, restrictions and protective covenants of record, right-of-way’s, setbacks, tenant rights, trees, fences, ordinances and regulations, unmatured and future assessments, restrictions and protective covenants of record, provided no forfeiture provisions as contained therein, encroachments and overlaps, zoning laws, ordinances and regulations, those Report lists exceptions which are standard to a policy of title insurance in the State of Kansas or as specified herein, and those matters attaching to the title by reason of Buyer taking title to the real property(Exception Documents). Buyer shall have a period of five ten (510) days following receipt after the date of the Title Commitment (the “Objection Period”) in which Agreement to examine the Title Commitment and advise give written notice to Seller in writing of any objections ("Title Objections") objection to such title or to any liens, encumbrances or other exceptions affecting title to the Buyer may have to Seller's title as shown in the Title Commitment. Seller shall then have a period of five (5) days in which to notify Buyer in writing of Property, except for those Title Objections it elects to curecreated by Buyer. In the event Seller elects Buyer fails to cure less than raise any objection within the specified time period, all of conditions and exceptions set forth in the Title ObjectionsReport and Exception Documents shall be deemed “Permitted Exceptions.” In the event Buyer objects to an exception(s) to title, except for those exceptions created by Buyer, Seller shall be obligated to notify Buyer within twenty (20) days after receipt of notice of such objection whether Seller is willing and able to remove such exception(s) (Seller’s Response). If Seller is willing and able to remove such exception(s), Seller shall do so prior to Closing, and all remaining exceptions set forth in the Title Report and as to which Buyer did not object shall be “Permitted Exceptions.” If Seller is not willing and able to remove the objected-to exception(s), Buyer shall have the right to may terminate this Agreement by giving Seller written notice thereof to Seller within five ten (510) days of its after receipt of Seller's notice’s Response, or Buyer may elect to acquire the Property subject to such exception(s) by giving written notice to Seller within ten (10) days after receipt of Seller’s Response, in which case the Xxxxxxx Money such exception(s) shall be returned additional Permitted Exceptions. If Buyer fails to Buyergive Seller either written notice within such ten-day period, Buyer shall be deemed to have elected to acquire the Property subject to the exceptions Seller is not willing and thereafter neither party shall have able to remove. Failure of Buyer to deliver to the Seller a written notice of objection or a written notice of termination within the time periods described in this Section 2 will be considered to be an acceptance by Buyer of the Property “as is,” and any further obligation hereunder. In the event Buyer does not terminate title contingency will be deemed satisfied and no longer a part of this Agreement, Seller shall have until Closing ("Cure Period") in which to cure the Title Objections the Seller has elected to cure, which the Buyer Agrees to extend for an additional 45 days in the event Seller has initiated a lawsuit to cure the title objection or objections. Title Objections may also be cured in accordance with applicable current titled standards in the Kansas Title Standards Handbook.

Title Matters. Seller agrees to share equally with Buyer Purchaser has received from the closing costs and the cost of Title ------------- Company a preliminary title insurance company's commitment for and policy of title insurance. Buyer shall pay for any lender’s/mortgagee’s/instrument holder’s title insurance coverage. The title insurance company will furnish a copy leasehold policy, having an effective date after the date of the commitment Original Agreement, for title insurance and copies of all of the exception documents referred to therein an ALTA (hereafter collectively referred to as the “Title Commitment”or such other form reasonably approved by Purchaser) to Seller, Buyer, Buyer’s lender and the listing/selling broker as promptly as possible. The Title Commitment shall show a merchantable title vested in Seller, subject to easements, restrictions and protective covenants of record, right-of-way’s, setbacks, tenant rights, trees, fences, ordinances and regulations, unmatured and future assessments, restrictions and protective covenants of record, provided no forfeiture provisions as contained therein, encroachments and overlaps, zoning laws, ordinances and regulations, those exceptions which are standard to a owner's policy of title insurance in the State of Kansas or as specified herein, and those matters attaching with respect to the Property, together with complete and legible copies of all instruments and documents referred to as exceptions to title by reason of Buyer taking title to (collectively, the real property. Buyer shall have a period of five (5) days following receipt of the Title Commitment (the “Objection Period”) in which to examine the Title Commitment and advise Seller in writing of any objections ("Title ObjectionsCommitments") ). Except as set forth on the Buyer may Diligence Notice, Purchaser ----------------- acknowledges and agrees that it does not have any other objections to Seller's any title as exceptions shown in on the Title Commitment. Seller acknowledges and agrees that Seller shall then have a period of five (5) days attempt to remedy the objections set forth in which the Diligence Notice with respect to notify Buyer in writing of those Title Objections it elects to cure. In the event Property; Seller elects to cure less than all of the Title Objections, Buyer shall have the right to adjourn the Closing Date pursuant to Section 3.7 for up to ninety (90) days for such purpose. If Seller ----------- shall be unable to remove any such title defects to which Purchaser has objected in accordance with this Section 3.3, Purchaser may elect (i) to terminate this ----------- Agreement and this Agreement shall be of no further force and effect, except as otherwise expressly provided herein, or (ii) to consummate the transactions contemplated hereby, notwithstanding such title defect, without any abatement or reduction in the Purchase Price on account thereof. Purchaser shall make any such election by giving Seller written notice thereof within five (5) days to Seller given on or prior to the earlier of the Closing Date or the fifth Business Day after Seller's notice of its receipt of Seller's noticeinability to cure such defect, in which case the Xxxxxxx Money and time shall be returned of the essence with respect to Buyerthe giving of such notice by Purchaser. Failure of Purchaser to give such notice shall be deemed an election by Purchaser to proceed in accordance with clause (ii) above, and thereafter neither party such exception shall have any further obligation hereunderbe a Permitted Encumbrance. In Notwithstanding the event Buyer does not terminate this Agreementforegoing, Seller shall be obligated to take any and all actions necessary to remove as a title exception (and shall not have until Closing ("Cure Period"the aforesaid option to not cure) in which to cure any mortgages, deeds of trust, judgments and other liens of a monetary nature, as well as any liens or encumbrances created, permitted or suffered by Seller from and after the Title Objections date of the Seller has elected to cure, which the Buyer Agrees to extend for an additional 45 days in the event Seller has initiated a lawsuit to cure the title objection or objections. Title Objections may also be cured in accordance with applicable current titled standards in the Kansas Title Standards HandbookDiligence Notice.

Title Matters. Seller agrees On or before thirty (30) days after the date of acceptance of such offer by the Assignee, the Assignee may deliver to share equally with Buyer Sublessor a written statement of objections, if any, to title matters affecting Sublessor's interest in the closing costs and the cost of a Premises. Prior to, or concurrently with, closing, Sublessor may cure or remove or cause to be affirmatively insured against any such title insurance company's commitment for and policy of title insurance. Buyer shall pay for any lender’s/mortgagee’s/instrument holder’s title insurance coverage. The title insurance company will furnish a copy of the commitment for title insurance and copies of all of the exception documents referred matters to therein (hereafter collectively referred to as the “Title Commitment”) to Seller, Buyer, Buyer’s lender and the listing/selling broker as promptly as possible. The Title Commitment shall show a merchantable title vested in Seller, subject to easements, restrictions and protective covenants of record, right-of-way’s, setbacks, tenant rights, trees, fences, ordinances and regulations, unmatured and future assessments, restrictions and protective covenants of record, provided no forfeiture provisions as contained therein, encroachments and overlaps, zoning laws, ordinances and regulations, those exceptions which Sublessee has objected which are standard to a policy not Existing Title Exceptions or otherwise permitted under the provisions of title insurance in the State of Kansas or as specified herein, and those matters attaching to the title by reason of Buyer taking title to the real property. Buyer shall have a period of five (5) days following receipt of the Title Commitment this Paragraph 36 (the “Objection Period”) in which to examine the Title Commitment and advise Seller in writing of any objections ("Title Objections") the Buyer may have to Seller's title as shown in the Title Commitment. Seller shall then have a period of five (5) days in which to notify Buyer in writing of those Title Objections it elects to cure). In the event Seller elects that prior to closing Sublessor fails or refuses to cure less than all of or remove or cause to be affirmatively insured against the Title Objections, Buyer Sublessee shall have the right to terminate this Agreement by giving Seller written notice thereof within five (5) days and rescind the acceptance of its receipt such offer and any obligation of Seller's noticeSublessee to purchase the Premises, in which case the Xxxxxxx Money event Sublessee shall be returned deemed not to Buyerhave accepted such offer and the rights of the parties shall be determined under this Paragraph 36 accordingly. Sublessor shall cure or remove or cause to be affirmatively insured against any Title Objections which can be cured solely by the payment of money, such as a deed to secure debt, mechanic's or materialman's lien or similar matters, and thereafter neither party shall have any further obligation hereunderTitle Objection resulting from the actions of Sublessor occurring after the date of Sublessor's written notice to Sublessee under the first sentence of this Paragraph 36. In the event Buyer does not terminate this Agreement, Seller shall have until Closing ("Cure Period") in which that prior to closing Sublessor fails or refuses to cure or remove or cause to be affirmatively insured against any of the Title Objections the Seller has elected to cure, which the Buyer Agrees to extend for an additional 45 days described in the event Seller has initiated a lawsuit immediately preceding sentence, Sublessor shall be in default and Sublessee shall have the right to cure any and all remedies available at law or in equity and, without limitation of the title objection or objections. Title Objections may also be cured in accordance with applicable current titled standards in foregoing, Sublessee shall have the Kansas Title Standards Handbookright to terminate and rescind the acceptance of such offer and any obligation of Sublessee to purchase the interest of Sublessor under this Paragraph 36.

Title Matters. Seller agrees to share equally with Buyer Purchaser has received from the closing costs and the cost of Title Company a preliminary title insurance company's commitment for and a fee policy of title insurance. Buyer shall pay for any lender’s/mortgagee’s/instrument holder’s title insurance coverage. The title insurance company will furnish a copy having an effective date after the date of the commitment Original Agreement, for title insurance and copies of all of the exception documents referred to therein an ALTA (hereafter collectively referred to as the “Title Commitment”or such other form reasonably approved by Purchaser) to Seller, Buyer, Buyer’s lender and the listing/selling broker as promptly as possible. The Title Commitment shall show a merchantable title vested in Seller, subject to easements, restrictions and protective covenants of record, right-of-way’s, setbacks, tenant rights, trees, fences, ordinances and regulations, unmatured and future assessments, restrictions and protective covenants of record, provided no forfeiture provisions as contained therein, encroachments and overlaps, zoning laws, ordinances and regulations, those exceptions which are standard to a owner's policy of title insurance with respect to the Property, together with complete and legible copies of all instruments and documents referred to as exceptions to title (collectively, the "Title Commitment"). Except as set forth in the State of Kansas or as specified hereinDiligence Notice, and those matters attaching Purchaser acknowledges that it does not have any other objections to the title by reason of Buyer taking title to the real property. Buyer shall have a period of five (5) days following receipt of the Title Commitment (the “Objection Period”) in which to examine the Title Commitment and advise Seller in writing of any objections ("Title Objections") the Buyer may have to Seller's title as exceptions shown in on the Title Commitment. Seller acknowledges and agrees that Seller shall then have a period of five (5) days attempt to remedy the objections set forth in which the Diligence Notice with respect to notify Buyer in writing of those Title Objections it elects to curethe Property. In the event Seller elects to cure less than all of the Title Objections, Buyer shall have the right to terminate this Agreement by giving Seller written notice thereof within five adjourn the Closing Date pursuant to Section 3.6 for up to ninety (590) days of its receipt of Seller's notice, in which case the Xxxxxxx Money for such purpose. If Seller shall be returned unable to Buyerremove any such title defects to which Purchaser has objected in accordance with this Section 3.3, and thereafter neither party shall have any further obligation hereunder. In the event Buyer does not Purchaser may elect (i) to terminate this Agreement, and this Agreement shall be of no further force and effect, except as otherwise expressly provided herein, or (ii) to consummate the transactions contemplated hereby, notwithstanding such title defect, without any abatement or reduction in the Purchase Price on account thereof. Purchaser shall make any such election by written notice to Seller shall have until given on or prior to the earlier of the Closing ("Cure Period") in which Date or the fifth Business Day after Seller's notice of its inability to cure such defect, and time shall be of the Title Objections essence with respect to the Seller has elected giving of such notices by Purchaser. Failure of Purchaser to cure, which the Buyer Agrees give such notice shall be deemed an election by Purchaser to extend for an additional 45 days in the event Seller has initiated a lawsuit to cure the title objection or objections. Title Objections may also be cured proceed in accordance with applicable current titled standards in clause (ii) above, and such exception shall be a Permitted Encumbrance. Notwithstanding the Kansas Title Standards Handbookforegoing, Seller shall be obligated to take any and all actions necessary to remove as a title exception (and shall not have the aforesaid option to not cure) any mortgages, deeds of trust, judgments and other liens of a monetary nature, as well as any liens or encumbrances created, permitted or suffered by Seller from and after the date of the Diligence Notice.

Title Matters. Not later than ten (10) days following the Opening of Escrow, Seller agrees shall cause a preliminary report (“Title Report”) prepared by Chicago Title Company to share equally with be delivered to Buyer the closing costs for review and the cost of a title insurance company's commitment for and policy of title insuranceapproval. Buyer shall pay for any lender’s/mortgagee’s/instrument holder’s title insurance coverage. The title insurance company will furnish a copy of the commitment for title insurance and copies of all of the exception documents referred to therein have until September 25, 2003 (hereafter collectively such period hereinafter referred to as the “Title CommitmentReview Period”) to Seller, Buyer, deliver to Seller and Escrow Holder written notice (“Buyer’s lender Title Notice”) of Buyer’s disapproval of any title exceptions shown on Schedule B of the Title Report. The failure of Buyer to deliver Buyer’s Title Notice on or before the expiration of the Title Review Period shall be deemed to constitute Buyer’s approval of the Title Report and the listing/selling broker as promptly as possible. The Title Commitment shall show a merchantable title vested in Seller, subject to easements, restrictions and protective covenants condition of record, right-of-way’s, setbacks, tenant rights, trees, fences, ordinances and regulations, unmatured and future assessments, restrictions and protective covenants of record, provided no forfeiture provisions as contained therein, encroachments and overlaps, zoning laws, ordinances and regulations, those exceptions which are standard to a policy of title insurance in the State of Kansas or as specified herein, and those matters attaching to the title by reason of Buyer taking title to the real propertyProperty, and the satisfaction of this condition precedent. If Buyer shall have a period of five (5) days following receipt disapproves any title exception shown in Schedule B of the Title Commitment (the “Objection Period”) in which to examine the Title Commitment and advise Report, then Seller in writing of any objections ("Title Objections") the Buyer may have to Seller's title as shown in the Title Commitment. Seller shall then have a period of five (5) days in which to notify Buyer in writing of those Title Objections it elects to cure. In the event Seller elects to cure less than all of the Title Objectionsmay, Buyer but shall have the right to terminate this Agreement by giving Seller written notice thereof no obligation to, within five (5) days of after its receipt of Buyer’s Title Notice (“Seller's notice’s Election Period”), elect to eliminate such disapproved title matters by the Close of Escrow or purchase an applicable endorsement to the title policy as of the Closing, provided that, Seller shall have no obligation to pay any consideration or incur any liability to eliminate such disapproved title matters. If Seller does not elect to, or is unable to, eliminate any disapproved title matters, then Buyer shall have the right, upon delivery of a written notice to Seller and Escrow Holder on or before the expiration of the Due Diligence Period, (i) to waive its prior disapproval, in which event such condition precedent shall be deemed waived, or (ii) to terminate the Agreement, in which case Paragraph 4.5 shall apply. Any liens, encumbrances, covenants, conditions, restrictions or other matters affecting title to the Xxxxxxx Money Property which appear of record or are discovered after the date of the Title Report shall be returned subject to Buyer’s additional approval and the procedures for Seller’s elimination or cure of any such objections as set forth above shall be applicable to such additional matters. Upon the Close of Escrow, Chicago Title Company shall cause a CLTA owner’s policy of Title Insurance (“Title Policy”) to be issued to Buyer, at Seller’s expense, with liability in the amount of that portion of the Purchase Price allocated to the Land, which provides that fee simple title to the Land vests in Buyer subject only to (i) those matters in the Title Report approved by Buyer (or deemed approved by Buyer) and thereafter neither party (ii) any lien voluntarily imposed on the Property by Buyer at the Close of Escrow. Buyer shall have any further obligation hereunder. In the event Buyer does option, but not terminate this Agreementthe obligation, Seller shall have until Closing ("Cure Period") in which to cure procure an ALTA Owner’s Policy of Title Insurance or such additional endorsements to the Title Objections the Seller has elected to curePolicy as required by Buyer in its discretion, which the Buyer Agrees to extend for an additional 45 days in the event Seller has initiated a lawsuit to cure the title objection or objections. Title Objections may also be cured in accordance with applicable current titled standards in the Kansas Title Standards Handbookat Buyer’s sole cost and expense.

Title Matters. Within five (5) Business Days xx xhe date hereof, each applicable Seller agrees shall deliver to share equally with Buyer the closing costs and the cost (i) copies of a any existing title insurance company's commitment policies in the possession of such Seller with respect to each of the Purchased Real Properties and (ii) copies of any surveys of any of the Purchased Real Properties in the possession of such Seller. As promptly as practicable after the execution of this Agreement, but in no event later than seven (7) Business Days after the date hereof, the Sellers shall obtain for and policy of title insurance. deliver to Buyer shall pay for any lender’s/mortgagee’s/instrument holder’s title insurance coverage. The title insurance company will furnish (i) a copy of the commitment for title insurance for each Purchased Real Property, ALTA 1970 Form "B" (or the equivalent which is reasonably satisfactory to Buyer), issued by a title company or companies reasonably selected by Buyer (the "Title Company"), including all schedules and exhibits thereto, together with true, correct and legible copies of all instruments giving rise to any exceptions to title to each of the exception documents referred Purchased Real Properties (collectively, the "Title Commitments") and (ii) a current ALTA survey of each Purchased Real Property (the "Surveys") certified to therein (hereafter collectively referred to as the “Title Commitment”) to Seller, Buyer, Buyer’s lender Buyer and the listing/selling broker as promptly as possibleTitle Company, in form reasonably acceptable to Buyer. The cost of the Title Commitments and the Surveys shall be borne solely by the Sellers. Within ten (10) Business Days after Buyer's receipt of the last of the Title Commitment and Survey, Buyer shall show a merchantable title vested in Sellergive notice to Sellers, subject to easements, restrictions and protective covenants of record, right-of-way’s, setbacks, tenant rights, trees, fences, ordinances and regulations, unmatured and future assessments, restrictions and protective covenants of record, provided no forfeiture provisions as contained therein, encroachments and overlaps, zoning laws, ordinances and regulations, those exceptions specifying all matters shown on the Title Commitment or disclosed by the Survey which are standard reasonably disapproved by Buyer (any such item a "Disapproved Exception"). Buyer shall be deemed to have accepted any exception that is not a Disapproved Exception. The Sellers shall use their reasonable best efforts to cure or remove any Disapproved Exception on or before the Closing; provided, however, that the Sellers' inability to cure or remove any Disapproved Execption despite their reasonable best efforts shall not preclude Buyer from asserting the failure of a condition to Buyer's obligation to consummate the transactions contemplated hereby. Notwithstanding the foregoing, Sellers shall be obligated to remove any monetary liens or liens securing encumbrances of liquidated amounts. With respect to each Purchased Real Property, no later than the Closing, the Sellers shall cause to be delivered to Buyer an extended coverage policy of title insurance in (the State of Kansas "Title Policies"), ALTA 1970 Form "B" (or as specified hereinthe equivalent that is reasonably satisfactory to Buyer), and those matters attaching insuring that Buyer owns fee title to each Purchased Real Property subject only to the title permitted exceptions and other exceptions reasonably approved by reason Buyer. The cost of Buyer taking title to the real property. Buyer shall have a period of five (5) days following receipt of the such Title Commitment (the “Objection Period”) in which to examine the Title Commitment and advise Seller in writing of any objections ("Title Objections") the Buyer may have to Seller's title as shown in the Title Commitment. Seller shall then have a period of five (5) days in which to notify Buyer in writing of those Title Objections it elects to cure. In the event Seller elects to cure less than all of the Title Objections, Buyer shall have the right to terminate this Agreement by giving Seller written notice thereof within five (5) days of its receipt of Seller's notice, in which case the Xxxxxxx Money Policies shall be returned to Buyer, and thereafter neither party shall have any further obligation hereunder. In borne solely by the event Buyer does not terminate this Agreement, Seller shall have until Closing ("Cure Period") in which to cure the Title Objections the Seller has elected to cure, which the Buyer Agrees to extend for an additional 45 days in the event Seller has initiated a lawsuit to cure the title objection or objections. Title Objections may also be cured in accordance with applicable current titled standards in the Kansas Title Standards HandbookSellers.

Title Matters. Seller agrees has delivered or will deliver to share equally with Buyer promptly after the closing costs and the cost of a title insurance company's commitment for and policy of title insurance. Buyer shall pay for any lender’s/mortgagee’s/instrument holder’s title insurance coverage. The title insurance company will furnish a copy Effective Date hereof copies of the commitment for title insurance Existing Title Policy and copies of all Existing Survey, and within ten days of the exception documents referred Effective Date, Seller shall use diligent efforts to therein (hereafter collectively referred deliver to as the “Title Commitment”) to Seller, Buyer, Buyer’s lender and the listing/selling broker as promptly as possible. The counsel new Title Commitment shall show a merchantable title vested in Seller, subject to easements, restrictions and protective covenants of record, right-of-way’s, setbacks, tenant rights, trees, fences, ordinances and regulations, unmatured and future assessments, restrictions and protective covenants of record, provided no forfeiture provisions as contained therein, encroachments and overlaps, zoning laws, ordinances and regulations, those exceptions which are standard to a policy of title insurance in the State of Kansas or as specified herein, and those matters attaching to the title by reason of Buyer taking title to the real property. Buyer shall have a period of five (5) days following receipt of the Title Commitment (the “Objection Period”) in which to examine the Title Commitment and advise Seller in writing of any objections ("Title Objections") the Buyer may have to Seller's title as shown in the Title Insurance Commitment. Seller shall then have a period of five (5) days in which to notify Buyer in writing of those Title Objections it elects to cure. In the event Seller elects to cure less than all of the Title Objections, Buyer shall have the right to terminate this Agreement by giving Seller written notice thereof within Within five (5) days of receipt of the new title commitment, Buyer shall order a new Survey. Buyer will have ten (10) business days after its receipt of both the new Title Insurance Commitment and the new Survey, but no longer than the Inspection Period, within which to notify Seller in writing of any conditions, defects, encroachments or other objections to title or survey which are not acceptable to Buyer. Any matter disclosed by the Title Insurance Commitment (other than liens removable by the payment of money) or by the Survey which is not timely specified in Buyer’s written notice to Seller's notice, shall be deemed a Permitted Exception. Seller shall use reasonable efforts to cure all objections to title or survey made by Buyer (“Title Objections”) by Closing, but shall not be obligated to cure any Title Objections, other than (i) those which are in the nature of a mortgage lien voluntarily imposed by Seller; (ii) a mechanic’s or construction lien; or (iii) other claim which case can be cured by the payment of money, provided the amount of money to be paid to effect the cure does not exceed $5,000.00 and in no event shall Seller be obligated to institute any litigation to cure any Title Objections. If Seller elects not to cure a Title Objection, Seller shall notify Buyer in writing of such election. If any Title Objection is not cured by Closing, Buyer may (i) refuse to purchase the Shopping Center and terminate this Agreement and immediately receive a return of the Xxxxxxx Money shall be returned Deposit; or (ii) waive such objection(s) and close the purchase of the Shopping Center, subject to Buyerthe Title Objection(s), and thereafter neither party shall have any further obligation hereunder. In without reduction of the event Buyer does not terminate this Agreement, Seller shall have until Closing ("Cure Period") in which to cure the Title Objections the Seller has elected to cure, which the Buyer Agrees to extend for an additional 45 days in the event Seller has initiated a lawsuit to cure the title objection or objections. Title Objections may also be cured in accordance with applicable current titled standards in the Kansas Title Standards HandbookPurchase Price.

Title Matters. Seller agrees to share equally with Buyer the closing costs and the cost of a title insurance company's commitment for and policy of title insurance. Buyer shall pay for any lender’s/mortgagee’s/instrument holder’s title insurance coverage. The title insurance company will furnish a copy have until the expiration of the commitment for title insurance and copies of all of the exception documents referred to therein Inspection Period (hereafter collectively referred to as the “Title CommitmentReview Period”) to Sellerreview the Title Commitment. If Buyer discovers any Title Defects, Buyer, Buyer’s lender and the listing/selling broker as promptly as possible. The Title Commitment shall show a merchantable title vested in Seller, subject to easements, restrictions and protective covenants of record, right-of-way’s, setbacks, tenant rights, trees, fences, ordinances and regulations, unmatured and future assessments, restrictions and protective covenants of record, provided no forfeiture provisions as contained therein, encroachments and overlaps, zoning laws, ordinances and regulations, those exceptions which are standard to a policy of title insurance in the State of Kansas or as specified herein, and those matters attaching to the title by reason of Buyer taking title to the real property. Buyer shall have a period of five (5) days following receipt give written notice to Seller of the Title Commitment Defects before the expiration of the Title Review Period. Following the Title Review Period, if Buyer discovers any Title Defects which post-date the effective date of the Title Commitment, Buyer shall give written notice to Seller of the Title Defects within three (3) days from the date Buyer discovers said Title Defects (the “Objection Period”). “Title Defects” shall mean any matters or title exceptions which render title to the Real Property unmarketable in accordance with the applicable title standards adopted by the Florida Bar, excluding (i) the Permitted Exceptions, and (iii) all title matters set forth in which to examine or disclosed by the Title Commitment and advise and/or the Prior Title Policy which were not timely objected to as Title Defects by the Buyer in accordance with the terms of this Paragraph 5.2. In the event Buyer notifies Seller in writing of any objections Title Defects before the expiration of the Title Review Period and/or the Objection Period, as applicable, Seller shall have up to sixty ("60) days from receipt of Buyer’s written notice (the “Cure Period”) to cure the Title Objections") the Defects which have been noted by Buyer may have in its notice to Seller's title as shown ; provided that, Seller, in its sole discretion, shall determine whether it shall attempt to cure the Title Commitment. Seller Defects (and the Closing Date shall then have a period be extended until the expiration of five (5) days in which to notify Buyer in writing of those Title Objections it elects to cure. In the event Cure Period if Seller elects to cure less than all the Title Defects). Seller shall advise Buyer in writing whether it will attempt to cure the Title Defects within ten (10) days of Seller’s receipt of Buyer’s written notice regarding the existence of said Title Defects (and the time for delivery of any Deposit to the Escrow Agent due during this time period shall be extended until two (2) business days after Seller provides its notice to Buyer whether it shall attempt to cure the Title Defects). Buyer specifically acknowledges that Seller shall not be obligated to cure the Title Defects. Should Seller be unsuccessful in curing the Title Defects before the expiration of the Cure Period or should Seller be unwilling to cure the Title ObjectionsDefects, Buyer shall have the right to terminate this Agreement by giving Seller written notice thereof elect within five (5) days Business Days of its the expiration of the Cure Period or within five (5) Business Days of Buyer’s receipt of Seller's notice’s notice that Seller is unable or unwilling to cure the Title Defects, as applicable, to either (i) accept title to the Real Property as it then is and proceed to close the Transaction pursuant to the terms of this Agreement without a reduction in the Purchase Price, or (ii) terminate this Agreement and demand a refund of the Deposit which case the Xxxxxxx Money shall be returned to Buyer, and thereafter whereupon neither party shall have any further obligation hereunder. In liability or obligations hereunder except for those liabilities and obligations which by the event Buyer does not terminate terms hereof expressly survive the termination of this Agreement. If there are no Title Defects or if Seller is successful in curing the Title Defects, then Seller and Buyer shall proceed to close the Transaction pursuant to the terms of this Agreement without a reduction in the Purchase Price. Also, if Buyer fails to object in writing to any Title Defects before the expiration of the Title Review Period and/or the Objection Period, as applicable, then such failure shall constitute Buyer’s acceptance and approval of status of title to the Real Property, such Title Defects shall be deemed to be Permitted Exceptions, and Seller and Buyer shall proceed to close the Transaction pursuant to the terms of this Agreement without a reduction in the Purchase Price. Notwithstanding the foregoing, Seller shall have until Closing ("Cure Period") in which be obligated to cure the following items (the “Mandatory Cure Items”), whether described in the Title Objections Commitment, or first arising or first disclosed by the Title Company (or otherwise to the Buyer) after the effective date of the Title Commitment: any mortgage lien granted by the Seller has elected encumbering the Property. Notwithstanding anything to curethe contrary set forth herein, which if prior to closing, Seller fails to cure all Mandatory Cure Items, the Buyer Agrees may either: (1) terminate this Agreement by written notice to extend for an additional 45 days in Seller and receive a refund of the event Seller has initiated Deposit or (2) proceed to close on the Transaction and deduct from the Purchase Price a lawsuit sum equal to the aggregate amount necessary to cure the title objection or objections. Title Objections may also be cured in accordance with applicable current titled standards in the Kansas Title Standards HandbookMandatory Cure Items.

Title Matters. a. As soon as practicable following the execution hereof, Seller shall provide to Purchaser A.L.T.A. Form 1992 title insurance commitments from a title insurance company reasonably acceptable to Purchaser for each parcel of Owned/Leased Land agreeing to insure title as owner or tenant (as applicable) in the amount of $200,000 for each such parcel of Owned/Leased Land, except for the Seller Owned Real Estate parcel commonly known as the Augusta site, which shall be $700,000, with standard exceptions waived, together with copies of all documents mentioned in said title insurance commitments. In each case, the amounts purchased shall be increased as necessary to comply with co-insurance provisions of the policies or to qualify for waivers or "agreed-amount" endorsements. Seller also agrees to share equally with Buyer the closing costs and procure for Purchaser Owner's or Leasehold Owner's policies of title insurance, as applicable, on A.L.T.A. Form 1992 for each parcel of Owned/Leased Land. Seller shall bear the cost of a obtaining the title insurance company's commitment for commitments and policy Seller and Purchaser shall each pay one-half of title insurance. Buyer shall pay for any lender’s/mortgagee’s/instrument holder’s the cost of the title insurance coveragepolicies. The title insurance company will furnish a copy policies shall include waivers of the commitment co-insurance clause reasonably acceptable to Purchaser. Purchaser shall be allowed twelve (12) business days after receipt of complete commitments for the examination thereof and the making and delivering of any written objections to the marketability of title. If no title insurance and copies of all of objections are made within such twelve (12) business day period, such objections shall be deemed to have been waived by Purchaser. Purchaser shall not have the exception documents referred right, however, to therein (hereafter collectively referred to as the “Title Commitment”) object to Seller, Buyer, Buyer’s lender and 's or the listingPartnership's title to any parcel of Owned/selling broker as promptly as possible. The Title Commitment shall show a merchantable title vested in Seller, subject to easements, restrictions and protective covenants of record, right-of-way’s, setbacks, tenant rights, trees, fences, ordinances and regulations, unmatured and future assessments, restrictions and protective covenants of record, provided no forfeiture provisions as contained therein, encroachments and overlaps, zoning laws, ordinances and regulations, those exceptions which are standard to a policy of title insurance in the State of Kansas or as specified herein, and those matters attaching to the title Leased Land by reason of Buyer taking any of the Permitted Encumbrances. If any written objections to the marketability of title to the real property. Buyer shall have a period any parcel of five Owned/Leased Land are made by Purchaser within said twelve (512) days following receipt of the Title Commitment (the “Objection Period”) in which to examine the Title Commitment and advise Seller in writing of any objections ("Title Objections") the Buyer may have to Seller's title as shown in the Title Commitment. Seller shall then have a period of five (5) days in which to notify Buyer in writing of those Title Objections it elects to cure. In the event Seller elects to cure less than all of the Title Objections, Buyer shall have the right to terminate this Agreement by giving Seller written notice thereof within five (5) days of its receipt of Seller's notice, in which case the Xxxxxxx Money shall be returned to Buyer, and thereafter neither party shall have any further obligation hereunder. In the event Buyer does not terminate this Agreementday period, Seller shall have until Closing ("Cure Period") in which use its reasonable best efforts, at its sole cost and expense, to cure the Title Objections the Seller has elected to cure, which the Buyer Agrees to extend for an additional 45 said marketable title objections within thirty (30) days in the event Seller has initiated a lawsuit to cure the title objection or objectionsafter said objections have been raised. Title Objections may also be cured in accordance with applicable current titled standards in the Kansas Title Standards Handbook.If

Title Matters. Seller agrees to share equally with Buyer the closing costs and the cost of a title insurance company's commitment for and policy of title insurance, procured through: Kansas Secured Title, Inc., 000 Xxxxx Xxxx, Wichita, KS 67202 (Phone: 000-000-0000) in an amount equal to the full purchase price naming Buyer as the insured. Buyer shall pay for any lender’s/mortgagee’s/instrument holder’s title insurance coverage. The title insurance company Kansas Secured Title, Inc, will furnish a copy of the commitment for title insurance and copies of all of the exception documents referred to therein (hereafter collectively referred to as the “Title Commitment”) to Seller, Buyer, Buyer’s lender lender, and the listing/selling broker as promptly as possible. The Title Commitment shall show a merchantable title vested in Seller, subject to easements, restrictions and protective covenants of record, right-of-way’s, setbacks, tenant rights, trees, fences, ordinances and regulations, unmatured and future assessments, restrictions and protective covenants of record, provided no forfeiture provisions as contained therein, encroachments and overlaps, zoning laws, ordinances and regulations, those exceptions which are standard to a policy of title insurance in the State of Kansas or as specified herein, and those matters attaching to the title by reason of Buyer taking title to the real property. Buyer shall have a period of five (5) days following receipt of the Title Commitment (the “Objection Period”) in which to examine the Title Commitment and advise Seller in writing of any objections ("Title Objections") the Buyer may have to Seller's title as shown in the Title Commitment. Seller shall then have a period of five (5) days in which to notify Buyer in writing of those Title Objections it elects to cure. In the event Seller elects to cure less than all of the Title Objections, Buyer shall have the right to terminate this Agreement by giving Seller written notice thereof within five (5) days of its receipt of Seller's notice, in which case the Xxxxxxx Money shall be returned to Buyer, and thereafter neither party shall have any further obligation hereunder. In the event Buyer does not terminate this Agreement, Seller shall have until Closing ("Cure Period") in which to cure the Title Objections the Seller has elected to cure, which the Buyer Agrees to extend for an additional 45 days in the event Seller has initiated a lawsuit to cure the title objection or objections. Title Objections may also be cured in accordance with applicable current titled standards in the Kansas Title Standards Handbook.

Title Matters. Section 4.01 Seller agrees will deliver to share equally with Buyer the closing costs and the cost Purchaser: (i) a copy of a title insurance company's commitment for and policy of title insurance. Buyer shall pay for any lender’s/mortgagee’s/instrument holderSeller’s existing owner’s title insurance coverage. The title insurance company will furnish policy or policies with respect to the Real Property (the “Existing Title Policies”); and (ii) a copy of any ALTA surveys for the Real Property, if any (the “Existing Surveys”). Within three (3) Business Days of the Effective Date, Purchaser shall order from the Title Company, at Seller’s sole cost and expense, a commitment for title insurance and copies of all of the exception documents referred to therein (hereafter collectively referred to as the “Title Commitment”) to Seller, Buyer, Buyera ALTA form owner’s lender and the listing/selling broker as promptly as possible. The Title Commitment shall show a merchantable title vested in Seller, subject to easements, restrictions and protective covenants of record, right-of-way’s, setbacks, tenant rights, trees, fences, ordinances and regulations, unmatured and future assessments, restrictions and protective covenants of record, provided no forfeiture provisions as contained therein, encroachments and overlaps, zoning laws, ordinances and regulations, those exceptions which are standard to a policy of title insurance in with respect the State Real Property (the “Updated Title Commitment”), setting forth the state of Kansas or as specified herein, and those matters attaching to the title by reason of Buyer taking title to the real propertyReal Property and the Improvements. Buyer As provided in Section 3.04 herein, Purchaser, at Purchaser’s cost and expense (but subject to reimbursement from Seller pursuant to Section 6.02(b) herein), may cause to be performed the Updated Survey and Seller shall cooperate and provide reasonable access to the Real Property for such purpose. Purchaser shall review the Updated Title Commitment and the Updated Survey during the Review Period and may approve or disapprove of the matters disclosed in the Updated Title Commitment and Updated Survey as detailed below. Within ten (10) Business Days after the later of (a) receipt of the Updated Title Commitment, and (b) receipt of the Updated Survey (but in no event later than ten (10) Business Days prior to the expiration of the Review Period), Purchaser shall give to Seller written notice of any objections (“Objections”) to any matters set forth in the Updated Title Commitment and the Updated Survey. If no written notification of Objections is received by Seller from Purchaser within such time period, the title matters disclosed in the Updated Title Commitment and the Updated Survey shall be deemed Permitted Exceptions. Notwithstanding anything herein to the contrary, Seller shall be obligated to remove (a) all monetary liens (“Monetary Liens”) (unless the same cannot be removed, through no fault of Seller, in which case the Parties shall work with the Title Company to cause the same to be insured to Purchaser’s satisfaction), and (b) any and all easements, covenants and restrictions recorded from and after the Effective Date, unless consented to in advance by Purchaser (the “Post-Contract Title Matters”). If Purchaser timely notifies Seller of any Objection(s) to title and survey matters, then Seller shall have a period of five ten (510) days following Business Days after receipt of notice of the Objections (“Seller’s Title Commitment (the “Objection PeriodResponse Deadline”) in which to examine deliver written notice to Purchaser (“Seller’s Title Notice”) of Seller’s election to either agree to have such Objections removed or insured against at or prior to Closing or decline to remove any such Objections (or cause same to be insured against to Purchaser’s satisfaction). If Seller notifies Purchaser of its election to not remove the Objections (or cause same to be insured against to Purchaser’s satisfaction) or does not provide any notice within such ten (10) Business Day period (in which case Seller shall be deemed to have elected to not remove the Objections), Purchaser shall, by written notice delivered to Seller on or before the later to occur of (i) the tenth (10th) Business Day following Purchaser’s receipt of Seller’s Title Commitment and advise Seller Notice or (ii) the tenth (10th) Business Day after the date of Seller’s Title Response Deadline, elect to either waive the unsatisfied Objections by notice in writing of any objections to Seller ("Title Objections") the Buyer may have to Seller's title as shown in the Title Commitment. Seller shall then have a period of five (5) days in which to notify Buyer in writing of event those Title Objections it elects to cure. In the event Seller elects to cure less than all of the Title Objections, Buyer shall have the right to become Permitted Exceptions) or terminate this Agreement by giving Seller written notice thereof within five (5) days of its receipt of to Seller's notice, in which case latter event the Xxxxxxx Money Parties shall be returned to Buyer, and thereafter neither party shall have released from any further obligation hereunderobligations and liabilities hereunder (except for those obligations and liabilities that expressly survive termination of this Agreement). In the event Buyer does not If Purchaser fails to timely terminate this AgreementAgreement pursuant to the preceding sentence, the Objection(s) that Seller did not agree to remove shall have until Closing ("Cure Period") in which be deemed to cure the Title Objections the Seller has elected to cure, which the Buyer Agrees to extend for an additional 45 days in the event Seller has initiated a lawsuit to cure the title objection or objections. Title Objections may also be cured in accordance with applicable current titled standards in the Kansas Title Standards HandbookPermitted Exceptions.

Title Matters. a) Within ten (10) days of the Effective Date, Seller agrees to share equally with Buyer the closing costs and the cost of will cause a title insurance company's commitment for a standard Owner’s Title Insurance Policy to be issued by First American Title Company (the “Title Company”), for the Subject Property and policy of title insurance. Buyer shall pay for any lender’s/mortgagee’s/instrument holder’s title insurance coverage. The title insurance company will furnish a copy in the amount of the commitment for title insurance and Purchase Price, with legible copies of all of the exception documents referred to as exceptions therein (hereafter collectively referred to as the “Title Commitment”). Within thirty (30) to Seller, Buyer, days after Buyer’s lender and the listing/selling broker as promptly as possible. The Title Commitment shall show a merchantable title vested in Seller, subject to easements, restrictions and protective covenants of record, right-of-way’s, setbacks, tenant rights, trees, fences, ordinances and regulations, unmatured and future assessments, restrictions and protective covenants of record, provided no forfeiture provisions as contained therein, encroachments and overlaps, zoning laws, ordinances and regulations, those exceptions which are standard to a policy of title insurance in the State of Kansas or as specified herein, and those matters attaching to the title by reason of Buyer taking title to the real property. Buyer shall have a period of five (5) days following receipt of the Title Commitment (the “Objection Period”) in and all copies of all exceptions, Buyer may raise any objections to title, which objections will be made to examine the Title Commitment and advise Seller in writing of any objections ("“Title Objections"”). Within ten (10) days after Buyer’s receipt of the supplemental Title Commitment, Buyer may have raise any Title Objections as to Seller's title as shown new matters contained in the supplemental Title Commitment, which objections will be made to Seller in writing. Within thirty (30) days after receipt of Buyer’s Title Objections, Seller shall then have a period of five (5) days in which to notify Buyer in writing of those Title Objections it elects to cure. In the event Seller elects to remove and/or cure less than all of the Title Objections, or to commit to remove and/or cure said objections on or before Closing. Seller will have no obligation to remove or cure any Title Objections. If Seller is unable or unwilling to remove and/or cure such Title Objections, or commits to remove and/or cure and thereafter fails to timely do so, Buyer shall will have the right to terminate this Agreement by giving Seller written notice thereof within five (5i) days of its receipt of Seller's notice, in which case the Xxxxxxx Money shall be returned to Buyer, and thereafter neither party shall have any further obligation hereunder. In the event Buyer does not terminate this Agreement, Seller shall have until Closing ("Cure Period") in which to cure the Title Objections itself and close this transaction, (ii) close this transaction notwithstanding the Seller has elected to cure, which the Buyer Agrees to extend for an additional 45 days in the event Seller has initiated a lawsuit to cure the title objection or objections. Title Objections may also be cured or (iii) terminate this Agreement and receive a full refund of the Xxxxxxx Money Deposit (in accordance with applicable current titled standards in such event, Escrow Holder will return the Kansas Title Standards HandbookXxxxxxx Money Deposit to Buyer without execution of any release or consent by Seller).

Title Matters. Seller agrees (i) As soon as reasonably practicable after the Effective Date, Buyer shall cause Fidelity National Title Insurance Company (“Title Company”), whose address is 0000 Xxxx Xxx Xxxx., Xxxxx 000, Xxxxxxx, Xxxxx 00000, to share equally with Buyer the closing costs and the cost of a issue standard commitments for title insurance company's commitment for (each a “Title Commitment” and collectively, the “Title Commitments”) covering the Fee Owned Property. The Title Company shall provide a copy of such Title Commitments to Buyer along with a true, complete, legible and where applicable, recorded, copy of all documents and instruments referred to or identified in the Title Commitments. Each Title Commitment shall commit the Title Company to issue to Buyer an owner’s policy of title insuranceinsurance on the basic form of policy then commonly in use by the Title Company in the applicable state. Buyer shall pay all costs related to such policies, including without limitation any title search or report fees and the basic premium for such policies as well as any lender’s/mortgagee’s/instrument holder’s title insurance additional premium charged for (A) any “comprehensive,” “extended coverage” or similar endorsement (if available), (B) the deletion of any exception from the policies, or (C) the issuance of any other endorsements to the policies. Seller shall be under no obligation to make any payments, assume any liabilities or take any actions beyond those required in this Purchase Agreement in order to facilitate the issuance of any endorsements or the making of any modifications to such policies. The title insurance company will furnish a copy issuance of the commitment for title insurance and copies of all of the exception documents referred to therein (hereafter collectively referred to as the “Title Commitment”) to Seller, Buyer, Buyer’s lender and the listing/selling broker as promptly as possible. The Title Commitment shall show a merchantable title vested in Seller, subject to easements, restrictions and protective covenants of record, right-of-way’s, setbacks, tenant rights, trees, fences, ordinances and regulations, unmatured and future assessments, restrictions and protective covenants of record, provided no forfeiture provisions as contained therein, encroachments and overlaps, zoning laws, ordinances and regulations, those exceptions which are standard to a policy of title insurance in the State of Kansas any endorsements or as specified herein, and those matters attaching to the title deletions requested by reason of Buyer taking title to the real property. Buyer shall have not be a period of five condition to Closing. (5ii) Within fifteen (15) days following receipt of after receiving the Title Commitment (the “Objection Period”) in which to examine the Title Commitment and advise Commitments, Buyer shall notify Seller in writing of any objections encumbrance or defect to the Fee Owned Property ("excluding Permitted Liens) that would cause a Material Adverse Effect (the “Title Objections"”). Buyer may not object to any Permitted Liens. The notice of Buyer’s Title Objections (the “Title Objections Notice”) shall include (i) a description of the alleged Title Objections and (ii) the Buyer may have Fee Owned Property affected. (iii) Seller shall elect, in its sole discretion, to Seller's title as shown do one of the following with regard to such Title Objections: (A) cause such encumbrance or defect to be removed, or (B) settle such Title Objections through a payment to Buyer, in an amount agreed upon by the Parties, not to exceed five million dollars ($5,000,000) in the Title Commitmentaggregate; provided that if the Parties are unable to agree upon a settlement, the transaction shall proceed to Closing, after which such settlement shall be determined by a panel of three (3) neutral real estate attorneys, with one attorney to be selected by each Party and the final attorney shall be selected by the two (2) other attorneys, as a post-Closing adjustment to the Purchase Price, not to exceed five million dollars ($5,000,000) in the aggregate. Seller shall then have a period notify Buyer of five its election to cure or settle the Title Objections within ten (510) days in which to notify Buyer in writing of those receiving such Title Objections it elects to cureObjection Notice. In the event Seller elects to cure less than all that the value of the Title Objections, Buyer shall have Objections exceeds five million dollars ($5,000,000) in the right to terminate this Agreement by giving Seller written notice thereof within five (5) days of its receipt of Seller's notice, in which case the Xxxxxxx Money shall be returned to Buyer, and thereafter neither party shall have any further obligation hereunder. In the event Buyer does not terminate this Agreementaggregate, Seller shall have until Closing ("Cure Period") in which may elect not to cure or settle the Title Objections the Seller has elected to cureunder (A) or (B), which the above, and Buyer Agrees to extend may terminate this Purchase Agreement without liability. (iv) Buyer’s sole and exclusive remedies for an additional 45 days in the event Seller has initiated a lawsuit to cure the title objection or objections. any Title Objections may also shall be cured the remedies set forth in accordance with applicable current titled standards in the Kansas Title Standards Handbook.Section 6.1(h)(iii). 26 (i)

Title Matters. Seller agrees to share equally with Buyer the closing costs and the cost of a title insurance company's commitment for and policy of title insurance, procured through: Northwest Kansas Title Co, LLC; 0000 Xxxx Xx., Xxxxxxxx, Xx. 00000 in an amount equal to the full purchase price naming Buyer as the insured. Buyer shall pay for any lender’s/mortgagee’s/instrument holder’s title insurance coverage. The title insurance company Northwest Kansas Title Co, LLC; 0000 Xxxx Xx., Xxxxxxxx, Xx. 00000, will furnish a copy of the commitment for title insurance and copies of all of the exception documents referred to therein (hereafter collectively referred to as the “Title Commitment”) to Seller, Buyer, BuyerXxxxx’s lender lender, and the listing/selling broker as promptly as possible. The Title Commitment shall show a merchantable title vested in Seller, subject to easements, restrictions and protective covenants of record, right-of-way’s, setbacks, tenant rights, trees, fences, ordinances and regulations, unmatured and future assessments, restrictions and protective covenants of record, provided no forfeiture provisions as contained therein, encroachments and overlaps, zoning laws, ordinances and regulations, those exceptions which are standard to a policy of title insurance in the State of Kansas or as specified herein, and those matters attaching to the title by reason of Buyer taking title to the real property. Buyer shall have a period of five (5) days following receipt of the Title Commitment (the “Objection Period”) in which to examine the Title Commitment and advise Seller in writing of any objections ("Title Objections") the Buyer may have to Seller's title as shown in the Title Commitment. Seller shall then have a period of five (5) days in which to notify Buyer in writing of those Title Objections it elects to cure. In the event Seller elects to cure less than all of the Title Objections, Buyer shall have the right to terminate this Agreement by giving Seller written notice thereof within five (5) days of its receipt of Seller's notice, in which case the Xxxxxxx Money shall be returned to Buyer, and thereafter neither party shall have any further obligation hereunder. In the event Buyer does not terminate this Agreement, Seller shall have until Closing ("Cure Period") in which to cure the Title Objections the Seller has elected to cure, which the Buyer Agrees to extend for an additional 45 days in the event Seller has initiated a lawsuit to cure the title objection or objections. Title Objections may also be cured in accordance with applicable current titled standards in the Kansas Title Standards Handbook.

Title Matters. Seller agrees to share equally with Buyer the closing costs and the cost of a title insurance company's commitment for and policy of title insurance, procured through: High Plains Title, 000 Xxxxxxxx Xx., Xxxxx Xxxx, XX, 00000, phone 000-000-0000 in an amount equal to the full purchase price naming Buyer as the insured. Buyer shall pay for any lender’s/mortgagee’s/instrument holder’s title insurance coverage. The title insurance company High Plains Title, will furnish a copy of the commitment for title insurance and copies of all of the exception documents referred to therein (hereafter collectively referred to as the “Title Commitment”) to Seller, Buyer, BuyerXxxxx’s lender lender, and the listing/selling broker as promptly as possible. The Title Commitment shall show a merchantable title vested in Seller, subject to easements, restrictions and protective covenants of record, right-of-way’s, setbacks, tenant rights, trees, fences, ordinances and regulations, unmatured and future assessments, restrictions and protective covenants of record, provided no forfeiture provisions as contained therein, encroachments and overlaps, zoning laws, ordinances and regulations, those exceptions which are standard to a policy of title insurance in the State of Kansas or as specified herein, and those matters attaching to the title by reason of Buyer taking title to the real property. Buyer shall have a period of five (5) days following receipt of the Title Commitment (the “Objection Period”) in which to examine the Title Commitment and advise Seller in writing of any objections ("Title Objections") the Buyer may have to Seller's title as shown in the Title Commitment. Seller shall then have a period of five (5) days in which to notify Buyer in writing of those Title Objections it elects to cure. In the event Seller elects to cure less than all of the Title Objections, Buyer shall have the right to terminate this Agreement by giving Seller written notice thereof within five (5) days of its receipt of Seller's notice, in which case the Xxxxxxx Money shall be returned to Buyer, and thereafter neither party shall have any further obligation hereunder. In the event Buyer does not terminate this Agreement, Seller shall have until Closing ("Cure Period") in which to cure the Title Objections the Seller has elected to cure, which the Buyer Agrees to extend for an additional 45 days in the event Seller has initiated a lawsuit to cure the title objection or objections. Title Objections may also be cured in accordance with applicable current titled standards in the Kansas Title Standards Handbook.

Title Matters. Seller agrees has previously delivered to share equally with Buyer copies of the closing costs Existing Title Policies and Existing Survey. Seller shall order new Title Insurance Commitments within three (3) business days after the Effective Date. Within three (3) business days after receipt of the Title Insurance Commitments, Buyer shall order new Surveys or updates of the existing ones. Buyer will have 10 business days after its receipt of both the new Title Insurance Commitments and the cost new Surveys (or update, as applicable), but in no event beyond the end of a the Inspection Period, within which to notify Seller in writing of any conditions, defects, encroachments or other objections to title insurance company's commitment or survey which are not acceptable to Buyer in its sole discretion. Any matter disclosed by the Title Insurance Commitments (other than (i) liens arising through Seller which are removable by the payment of money, for which Seller shall be obligated to cure, and policy of title insurance. (ii) the Existing Loans, which the Buyer shall pay for any lender’s/mortgagee’s/instrument holderassume at Closing) or by the new Surveys (or update, as applicable) which is not timely specified in Buyer’s title insurance coverage. The title insurance company will furnish a copy of the commitment for title insurance and copies of all of the exception documents referred to therein (hereafter collectively referred to as the “Title Commitment”) written notice to Seller, Buyer, Buyer’s lender and the listing/selling broker as promptly as possibleshall be deemed a Permitted Exception. The Title Commitment shall show a merchantable title vested in Seller, subject to easements, restrictions and protective covenants of record, right-of-way’s, setbacks, tenant rights, trees, fences, ordinances and regulations, unmatured and future assessments, restrictions and protective covenants of record, provided no forfeiture provisions as contained therein, encroachments and overlaps, zoning laws, ordinances and regulations, those exceptions which are standard to a policy of title insurance in the State of Kansas or as specified herein, and those matters attaching to the title by reason of Buyer taking title to the real property. Buyer Seller shall have a period of five (5) business days following after receipt of the Title Commitment (the “Objection Period”) Buyer’s title objection letter in which to examine the Title Commitment and advise Seller in writing of any objections ("Title Objections") the Buyer may have elect to Seller's cure such title as shown in the Title Commitment. objections, provided however that Seller shall then have a period of five not be obligated to cure or institute any litigation with respect thereto (5) days in which to notify Buyer in writing of those Title Objections it elects to cureother than liens arising through Seller). In the event If Seller elects to cure less than all of the Title Objectionssuch title objections, Buyer Seller shall have the right use reasonable efforts to terminate this Agreement cure such objections to title or survey by giving Closing. If Seller written notice thereof elects not to cure such title objection(s), within five (5) days after Seller’s response, Buyer shall elect to (i) refuse to purchase the Property and terminate this Agreement and receive a return of its receipt the Exxxxxx Money Deposit; or (ii) waive such objection(s) and, subject to the terms and conditions hereof, close the purchase of Seller's noticethe Property, in which case subject to the Xxxxxxx Money shall be returned to Buyerobjection(s), and thereafter neither party shall have any further obligation hereunderwithout reduction of the Purchase Price. In the event Buyer does not terminate this Agreementfails to deliver notice of its election to Seller, Seller Buyer shall be deemed to have until Closing ("Cure Period") in which to cure the Title Objections the Seller has elected to cure, which waive such objection(s) and close the Buyer Agrees to extend for an additional 45 days in purchase of the event Seller has initiated a lawsuit to cure the title objection or objections. Title Objections may also be cured in accordance with applicable current titled standards in the Kansas Title Standards HandbookProperty.

Title Matters. Seller agrees to share equally with Buyer the closing costs and the cost of has ordered a preliminary title insurance company's commitment for and policy of title insurance. Buyer shall pay for any lender’s/mortgagee’s/instrument holder’s title insurance coverage. The title insurance company will furnish a copy of the commitment for title insurance Real Property having an effective date no earlier than sixty (60) days before the Effective Date (the “Preliminary Commitment”) and copies of all of title exceptions listed therein. Prior to 5:00 p.m. EST on the exception documents referred to therein third (hereafter collectively referred to as 3rd) business day following the “Title Commitment”) to SellerEffective Date, Buyer, Buyer’s lender and the listing/selling broker as promptly as possible. The Title Commitment shall show a merchantable title vested in Seller, subject to easements, restrictions and protective covenants of record, right-of-way’s, setbacks, tenant rights, trees, fences, ordinances and regulations, unmatured and future assessments, restrictions and protective covenants of record, provided no forfeiture provisions as contained therein, encroachments and overlaps, zoning laws, ordinances and regulations, those exceptions which are standard to a policy of title insurance in the State of Kansas or as specified herein, and those matters attaching to the title by reason of Buyer taking title to the real property. Buyer shall have a period of five (5) days following receipt of the Title Commitment (the “Objection Period”) in which to examine the Title Commitment and advise notify Seller in writing of any objections exception(s) to title shown on Schedule B to the Preliminary Commitment and/or any matter(s) set forth on Schedule A to the Preliminary Commitment ("Title Objections"“Schedule A Matter(s)”) which Buyer disapproves. If by such time Buyer fails to notify Seller in writing that Buyer disapproves any exception to title on Schedule B or any Schedule A Matter(s), Buyer shall be deemed to have accepted the same and this condition precedent shall be deemed satisfied. If Buyer may have to Seller's title as shown in the Title Commitment. notifies Seller of any disapproved exception(s) or Schedule A Matters (collectively, “Disapproved Matters”), then Seller shall then have a period three (3) business days (after receipt of five (5Buyer’s written notice of Disapproved Matters) days in which to notify Buyer Buyer, in writing of those Title Objections it elects Seller’s sole and absolute discretion, either (a) that Seller will remove (or otherwise modify or cure in a manner satisfactory to Buyer) the Disapproved Matters prior to the Closing or (b) that Seller will not remove (or otherwise modify or cure) the Disapproved Matters (and Seller’s failure to do either (a) or (b) shall be conclusively deemed to constitute Seller’s election not to remove or otherwise modify or cure any Disapproved Matters). In the event If Seller elects not to remove (or otherwise modify or cure less than all of the Title Objectionsin a manner satisfactory to Buyer) any Disapproved Matters, whether by giving notice thereof or failing to give any notice at all, then Buyer shall have until 5:00 p.m. EST on the right fifth (5th) business day after the day Seller received Buyer’s written notice of Disapproved Matters (the “Final Title Response Date”) to either (a) terminate this Agreement by written notice to Seller or (b) accept title subject to the Disapproved Matters. If Buyer gives Seller such written notice of termination prior to 5:00 p.m. EST on the Final Title Response Date, then this Agreement shall thereupon terminate without further action by all parties. If by such time Buyer fails to give Seller written notice of Buyer’s acceptance of the Disapproved Matters or Buyer’s election to terminate this Agreement, such failure shall be conclusively deemed to constitute Buyer’s election not to terminate this Agreement pursuant to this Section 4.3. Any agreement of the parties on exception(s) to title arrived at after written disapproval by giving Seller written notice thereof within five (5) days of its receipt of Seller's notice, in which case the Xxxxxxx Money Buyer shall be returned set forth in writing expressly listing the permitted exception(s) to Buyer, and thereafter neither party shall have any further obligation hereundertitle that appear on the Preliminary Commitment. In The exception(s) to title approved by Buyer as provided in this Section 4.3 are collectively referred to herein as the event Buyer does not terminate this Agreement, Seller shall have until Closing ("Cure Period") in which to cure the Title Objections the Seller has elected to cure, which the Buyer Agrees to extend for an additional 45 days in the event Seller has initiated a lawsuit to cure the title objection or objections. Title Objections may also be cured in accordance with applicable current titled standards in the Kansas Title Standards Handbook“Permitted Exceptions”.

Title Matters. Prior to the date of this Agreement, the Seller agrees has ------------- ordered from the Title Company and directed the Title Company promptly to share equally with Buyer deliver to the closing costs Purchaser and the cost Seller a preliminary title commitment, having an effective date after the date of a title insurance companythis Agreement, for an ALTA extended owner's commitment for and policy of title insurance. Buyer shall pay for any lender’s/mortgagee’s/instrument holder’s title insurance coverage. The title insurance company will furnish a copy of the commitment for title insurance and copies of all of the exception documents referred to therein (hereafter collectively referred to as the “Title Commitment”) to Seller, Buyer, Buyer’s lender and the listing/selling broker as promptly as possible. The Title Commitment shall show a merchantable title vested in Seller, subject to easements, restrictions and protective covenants of record, right-of-way’s, setbacks, tenant rights, trees, fences, ordinances and regulations, unmatured and future assessments, restrictions and protective covenants of record, provided no forfeiture provisions as contained therein, encroachments and overlaps, zoning laws, ordinances and regulations, those exceptions which are standard to a policy of title insurance in with respect to each of the State Properties, together with complete and legible copies of Kansas or all instruments and documents referred to as specified hereinexceptions to title (collectively, and those matters attaching to the "Title Commitments"). At the Seller's ----------------- election, they may also obtain a leasehold policy of title by reason of Buyer taking title to insurance for the real propertytenant under the Leases. Buyer shall have a period of five Within ten (510) days following Business Days after receipt of the Title Commitment Commitments (the “Objection Period”Purchaser agreeing, however, to respond as promptly as reasonably possible), the Purchaser shall give the Seller notice of any title exceptions (other than Permitted Encumbrances) which adversely affect such Property in any material respect and as to which the Purchaser reasonably objects. If, for any reason, the Seller is unable to examine take such actions as may be required to cause such exceptions to be removed from the Title Commitment and advise Seller in writing of any objections ("Title Objections") Commitments, the Buyer may have to Seller's title as shown in the Title Commitment. Seller shall then have a period of five (5) days in which to notify Buyer in writing of those Title Objections give the Purchaser notice thereof; it elects to cure. In being understood and agreed that the event Seller elects to cure less than all failure of the Title ObjectionsSeller to give such notice within ten (10) Business Days after the Purchaser's notice of objection shall be deemed an election by the Seller to remedy such matters. If the Seller shall be unable to remove any title defects to which the Purchaser has reasonably objected, Buyer shall have the right Purchaser may elect (i) to terminate this Agreement by giving Seller written notice thereof within five (5) days of its receipt of Seller's noticewith respect to the affected Property, in which case event, the Xxxxxxx Money Purchase Price shall be returned reduced by the Allocable Purchase Price of the affected Properties and this Agreement shall be of no further force and effect with respect to Buyerthe affected Properties or (ii) to consummate the transactions contemplated hereby, and thereafter neither party notwithstanding such title defect, without any abatement or reduction in the Purchase Price on account thereof. The Purchaser shall have make any further obligation hereunder. In such election by written notice to the event Buyer does not terminate this Agreement, Seller shall have until Closing ("Cure Period") in which given on or prior to the fifth Business Day after the Seller's notice of its inability to cure such defect. Failure of the Title Objections Purchaser to give such notice shall be deemed an election by the Seller has elected Purchaser to cure, which the Buyer Agrees to extend for an additional 45 days in the event Seller has initiated a lawsuit to cure the title objection or objections. Title Objections may also be cured proceed in accordance with applicable current titled standards clause (ii) above. If the Purchaser shall elect to terminate this Agreement with respect to an aggregate of more than three (3) of the Properties pursuant to this Section 2.4, Section 2.3 and ----------- ----------- Section 2.5, either the Purchaser or the Seller may elect to proceed in the Kansas Title Standards Handbook.----------- accordance with Section 2.3(c). --------------

Title Matters. Seller agrees has previously delivered to share equally with Buyer copies of the closing costs Existing Title Policy and the cost of Existing Survey. Seller shall order the new Title Insurance Commitment within three (3) business days after the Effective Date and will use diligent efforts to obtain and deliver the new Title Insurance Commitment to Buyer within fifteen (15) days after the Effective Date. Within three (3) days after the Effective Date, Buyer shall order a title insurance company's commitment for and policy of title insurancenew Survey. Buyer shall pay for any lender’s/mortgagee’s/instrument holder’s title insurance coverage. The title insurance company will furnish a copy have five (5) business days after its receipt of both the new Title Insurance Commitment and the new Survey, but in no event longer than the end of the commitment Inspection Period, within which to notify Seller in writing of any conditions, defects, encroachments or other objections to title or survey which are not acceptable to Buyer. Any matter disclosed by the Title Insurance Commitment (other than liens arising through Seller which are removable by the payment of money, for title insurance and copies of all of which Seller shall be obligated to cure) or by the exception documents referred to therein (hereafter collectively referred to as the “Title Commitment”) new Survey which is not timely specified in Buyer’s written notice to Seller, Buyer, Buyer’s lender and the listing/selling broker as promptly as possibleshall be deemed a Permitted Exception. The Title Commitment shall show a merchantable title vested in Seller, subject to easements, restrictions and protective covenants of record, right-of-way’s, setbacks, tenant rights, trees, fences, ordinances and regulations, unmatured and future assessments, restrictions and protective covenants of record, provided no forfeiture provisions as contained therein, encroachments and overlaps, zoning laws, ordinances and regulations, those exceptions which are standard to a policy of title insurance in the State of Kansas or as specified herein, and those matters attaching to the title by reason of Buyer taking title to the real property. Buyer Seller shall have a period of five (5) business days following after receipt of the Title Commitment (the “Objection Period”) Buyer’s title objection letter in which to examine the Title Commitment and advise Seller in writing of any objections ("Title Objections") the Buyer may have elect to Seller's cure such title as shown in the Title Commitment. objections, provided however that Seller shall then have a period of five not be obligated to cure or institute any litigation with respect thereto (5) days in which to notify Buyer in writing of those Title Objections it elects to cureother than liens arising through Seller). In the event If Seller elects to cure less than all of the Title Objectionssuch title objections, Buyer Seller shall have the right use reasonable efforts to terminate this Agreement cure such objections to title or survey by giving Closing. If Seller written notice thereof elects not to cure such title objection(s), within five (5) days after Seller’s response, Buyer shall elect to (i) refuse to purchase the Property and terminate this Agreement and receive a return of its receipt of Seller's notice, in which case the Xxxxxxx Money shall be returned Deposit; or (ii) waive such objection(s) and close the purchase of the Property, subject to Buyerthe objection(s), and thereafter neither party shall have any further obligation hereunderwithout reduction of the Purchase Price. In the event Buyer does not terminate this Agreementfails to deliver notice of its election to Seller, Seller Buyer shall be deemed to have until Closing ("Cure Period") in which to cure the Title Objections the Seller has elected to cure, which waive such objection(s) and close the Buyer Agrees to extend for an additional 45 days in purchase of the event Seller has initiated a lawsuit to cure the title objection or objections. Title Objections may also be cured in accordance with applicable current titled standards in the Kansas Title Standards HandbookProperty.

Title Matters. Seller agrees to share equally with Buyer the closing costs and the cost of a shall obtain or order an ALTA Standard Coverage Owners Title Insurance Policy (as evidenced by an ALTA title insurance companycommitment – the “Commitment”). The Commitment shall be equal to the purchase price, committing to insure merchantable title to the Property in Buyer's commitment name, free and clear of all liens and encumbrances, if any, which will be assumed by Buyer at closing. Notwithstanding the foregoing, reasonable exceptions for easements necessary for the fire system and policy data cables for the security system and cameras associated with the Sky Bridge shall not be an objectionable exception to Property title. Buyer shall provide a copy of title insurancethe Commitment to Seller no later than ten (10) days after the Effective Date. Buyer shall pay and be solely responsible for the Standard Coverage Policy along with any lender’s/mortgagee’s/instrument holder’s additional premiums or other costs in addition to the premium for standard coverage if Buyer elects to obtain ALTA extended coverage or any title insurance coverage. The title insurance company will furnish a copy of the commitment for title insurance and copies of all of the exception documents referred to therein (hereafter collectively referred to as the “Title Commitment”) to Seller, Buyer, Buyer’s lender and the listing/selling broker as promptly as possible. The Title Commitment shall show a merchantable title vested in Seller, subject to easements, restrictions and protective covenants of record, right-of-way’s, setbacks, tenant rights, trees, fences, ordinances and regulations, unmatured and future assessments, restrictions and protective covenants of record, provided no forfeiture provisions as contained therein, encroachments and overlaps, zoning laws, ordinances and regulations, those exceptions which are standard to a policy of title insurance in the State of Kansas or as specified herein, and those matters attaching endorsements to the title by reason of Buyer taking title to the real propertyinsurance policy. Buyer shall have a period of five twenty (520) days following after receipt of the Title Commitment (the “Objection Review Period”) in which to examine the Title Commitment and advise to notify Seller in writing of any objections Buyer has to matters shown or referred to in the Commitment. Buyer shall provide written notice to Seller of any objection under the Commitment ("other than any mortgage, judgment, or liens which Seller shall satisfy at Closing) (the “Title Objections") the Buyer may have to Seller's title as shown in the Title Commitment”). Seller shall then proceed with reasonable diligence to cure any Title Objections and have a period of five the objections removed from the Commitment. If Seller is unable to cure or remove the Title Objections within thirty (530) days in which to notify Buyer in writing of those Title Objections it elects to cure. In the event Seller elects to cure less than all receipt of the Title ObjectionsBuyer’s notice, Buyer shall have the right to then either party may terminate this Agreement by giving Seller providing written notice thereof of termination to the other party. If Buyer makes no objections to the Commitment within five the Review Period, then Buyer shall: (5a) days of its receipt of Seller's notice, accept the Commitment and (b) waive objection to the exceptions in which case the Xxxxxxx Money shall be returned to Buyer, and thereafter neither party shall have any further obligation hereunder. In the event Buyer does not terminate this Agreement, Seller shall have until Closing ("Cure Period") in which to cure the Title Objections the Seller has elected to cureCommitment, which the Buyer Agrees to extend for an additional 45 days in the event Seller has initiated a lawsuit to cure the title objection or objections. Title Objections may also be cured in accordance with applicable current titled standards in the Kansas Title Standards Handbookexceptions shall become “Permitted Exceptions”.

Title Matters. Seller agrees to share equally with Buyer the closing costs and the cost of a title insurance company's commitment for and policy of title insurance, procured through: Security 1st Title, 000 X. Xxxxxx Ave., Wellington, KS 67152, phone 000-000-0000 in an amount equal to the full purchase price naming Buyer as the insured. Buyer shall pay for any lender’s/mortgagee’s/instrument holder’s title insurance coverage. The title insurance company Security 1st Title, 000 X. Xxxxxx Ave., Wellington, KS 67152, phone 000-000-0000, will furnish a copy of the commitment for title insurance and copies of all of the exception documents referred to therein (hereafter collectively referred to as the “Title Commitment”) to Seller, Buyer, Buyer’s lender lender, and the listing/selling broker as promptly as possible. The Title Commitment shall show a merchantable title vested in Seller, subject to easements, restrictions and protective covenants of record, right-of-way’s, setbacks, tenant rights, trees, fences, ordinances and regulations, unmatured and future assessments, restrictions and protective covenants of record, provided no forfeiture provisions as contained therein, encroachments and overlaps, zoning laws, ordinances and regulations, those exceptions which are standard to a policy of title insurance in the State of Kansas or as specified herein, and those matters attaching to the title by reason of Buyer taking title to the real property. Buyer shall have a period of five (5) days following receipt of the Title Commitment (the “Objection Period”) in which to examine the Title Commitment and advise Seller in writing of any objections ("Title Objections") the Buyer may have to Seller's title as shown in the Title Commitment. Seller shall then have a period of five (5) days in which to notify Buyer in writing of those Title Objections it elects to cure. In the event Seller elects to cure less than all of the Title Objections, Buyer shall have the right to terminate this Agreement by giving Seller written notice thereof within five (5) days of its receipt of Seller's notice, in which case the Xxxxxxx Money shall be returned to Buyer, and thereafter neither party shall have any further obligation hereunder. In the event Buyer does not terminate this Agreement, Seller shall have until Closing ("Cure Period") in which to cure the Title Objections the Seller has elected to cure, which the Buyer Agrees to extend for an additional 45 days in the event Seller has initiated a lawsuit to cure the title objection or objections. Title Objections may also be cured in accordance with applicable current titled standards in the Kansas Title Standards Handbook.

Title Matters. Seller agrees Prior to share equally with Buyer the closing costs date hereof, the Sellers and Purchaser have ordered from the Title Company and directed the Title Company promptly to deliver to the Purchaser and the cost of Sellers a preliminary title insurance company's commitment for an ALTA extended owner's policy and policy of title insurance. Buyer shall pay for any lender’s/mortgagee’s/instrument holder’s title insurance coverage. The title insurance company will furnish a copy of the commitment for title insurance and copies of all of the exception documents referred to therein (hereafter collectively referred to as the “Title Commitment”) to Seller, Buyer, Buyer’s lender and the listing/selling broker as promptly as possible. The Title Commitment shall show a merchantable title vested in Seller, subject to easements, restrictions and protective covenants of record, right-of-way’s, setbacks, tenant rights, trees, fences, ordinances and regulations, unmatured and future assessments, restrictions and protective covenants of record, provided no forfeiture provisions as contained therein, encroachments and overlaps, zoning laws, ordinances and regulations, those exceptions which are standard to a ALTA leasehold policy of title insurance in with respect to each of the State Properties, together with complete and legible copies of Kansas or all instruments and documents referred to as specified hereinexceptions to title (collectively, and those matters attaching to the title by reason of Buyer taking title to the real property"Title Commitments"). Buyer shall have a period of five Within fifteen (515) days following Business Days after receipt of a Title Commitment with respect to any Property, the Purchaser shall give the Sellers notice of any title exceptions (other than Permitted Encumbrances) which adversely affect such Property in any material respect and as to which the Purchaser reasonably objects. If, for any reason, the Sellers are unable or unwilling to take such actions as may be required to cause such exceptions to be removed from the Title Commitment (Commitments, the “Objection Period”) in which to examine Sellers shall give the Title Commitment Purchaser notice thereof; it being understood and advise Seller in writing of any objections ("Title Objections") agreed that the Buyer may have to Seller's title as shown in the Title Commitment. Seller shall then have a period of five (5) days in which to notify Buyer in writing of those Title Objections it elects to cure. In the event Seller elects to cure less than all failure of the Title ObjectionsSellers to give such notice within fifteen (15) Business Days after the Purchaser's notice of objection shall be deemed an election by the Sellers not to remedy such matters. If the Sellers shall be unwilling or unable to remove any title defects to which the Purchaser has reasonably objected, Buyer shall have the right Purchaser may elect (i) to terminate this Agreement by giving Seller written notice thereof within five (5) days of its receipt of Seller's noticewith respect to the affected Property, in which case the Xxxxxxx Money event, this Agreement shall be returned of no further force and effect with respect to Buyersuch Property or (ii) to consummate the transactions contemplated hereby, and thereafter neither party notwithstanding such title defect, without any abatement or reduction in the Allocable Purchase Price of the affected Property on account thereof. The Purchaser shall have make any further obligation hereunder. In such election by written notice to the event Buyer does not terminate this Agreement, Seller shall have until Closing ("Cure Period") in which Sellers given on or prior to the fifth Business Day after the Sellers' notice of their inability or unwillingness to cure such defect. Failure of the Title Objections Purchaser to give such notice shall be deemed an election by the Seller has elected Purchaser to cure, which the Buyer Agrees to extend for an additional 45 days in the event Seller has initiated a lawsuit to cure the title objection or objections. Title Objections may also be cured proceed in accordance with applicable current titled standards in the Kansas Title Standards Handbookclause (ii) above.