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: 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: 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 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 (a) Within three (3) days following mutual execution of this Agreement, Buyer shall request First American Title Insurance Company (the "Title Company"), to share equally prepare a preliminary title report with Buyer respect to the closing costs Real Property setting forth the legal description of the Real Property and containing such exceptions as the cost Title Company would specify in a standard coverage form of a title insurance companyowner's commitment for and policy of title insurance. Buyer shall pay for any lender’s/mortgagee’s/instrument holder’s insurance with respect to the Owned Real Property and a standard coverage form of leasehold policy of title insurance coverage. The with respect to the Leased Real Property and to deliver said preliminary title insurance company will furnish a copy of the commitment for title insurance report to Buyer and Seller and, in addition, to deliver to Buyer and Seller legible copies of all documents of the exception record or in its possession identified as exceptions in said preliminary title report (such preliminary title report and legible copies of documents referred to therein (hereafter are hereinafter collectively referred to as the “"Preliminary Title Commitment”Report"). (b) to SellerBuyer may, 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 not later than twenty (520) days following the date of its receipt of the Preliminary Title Commitment Report (and also not later than twenty (20) days following the “Objection Period”) in which to examine the Title Commitment and advise Seller in writing date of Buyer's receipt of any objections supplemental Preliminary Title Report modifying the legal description of the Real Property or containing exceptions not contained on the original Preliminary Title Report and not caused by Buyer, together with legible copies of all documents identified as additional exceptions), give written notice to Seller disapproving any items specified or identified in said Preliminary Title Report or supplemental Preliminary Title Report which, if not removed, would have a Material Adverse Effect on the operation of the Business, as conducted by Seller or the Company. If Buyer does not timely give notice of disapproval as aforesaid, then Buyer shall be deemed to have approved all items on the Preliminary Title Report and any supplemental Preliminary Title Report, as the case may be. Exceptions approved or deemed approved by Buyer pursuant to this Section 7.2 shall be referred to collectively as the "Permitted Exceptions". ("Title Objections"c) the If Buyer may have to shall timely give notice of disapproval as aforesaid, then Seller, at Seller's expense, may elect to attempt to remove any exception to title as shown in the Title Commitmentto which Buyer objects. If Seller is unable or unwilling to remove any such exception, Seller shall then have not be in default hereunder as 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 Objectionsresult hereof, Buyer and Buyer's sole remedy shall have the right be to terminate this Agreement by giving Seller written notice thereof delivered to Seller and Escrow Holder within five ten (510) business days of its receipt after Seller has notified Buyer in writing of Seller's notice, in which case the Xxxxxxx Money shall be returned inability or unwillingness to Buyer, and thereafter neither party shall have any further obligation hereunderremove such exception. In the event that Buyer does not terminates the Agreement pursuant to this subsection, the Deposit along with accrued interest shall be refunded upon written notice to Seller and Escrow Holder of Buyer's election to terminate this the 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 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: 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 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 (a) Buyer’s obligations under this Agreement are expressly conditioned upon: (i) Buyer’s delivery to share equally Escrow Holder, 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 to Seller, no later than the end of the commitment for Due Diligence Period, of Buyer’s written approval of the covenants, conditions, reservations, restrictions, easements, and other matters described in a preliminary title insurance report to be issued by Chicago Title Company (“Title Company”) covering the Property and legible copies of all of the exception documents referred to in the exceptions set forth therein (hereafter collectively collectively, the “Title Report”) or on Buyer’s Survey (defined below). Exceptions and other matters in the Title Report that are approved by Buyer and liens for non-delinquent real property taxes shall be referred to herein as the “Title CommitmentPermitted Exceptions”. Buyer’s failure to deliver its written approval or disapproval before the end of the Due Diligence Period shall be deemed Buyer’s disapproval shall constitute a failure of this condition precedent and Buyer’s election to terminate this Agreement, in which event the provisions of Section 3(b) shall be applicable, unless Seller, within two (2) business days of receipt of Buyer’s disapproval notice, elects to cure such disapproved items on or before the Close of Escrow, in which event such items shall not be deemed Permitted Exceptions, and this Agreement shall continue in full force and effect. In connection with this condition precedent, Seller shall have the following obligations: (A) to Seller, Buyer, Buyer’s lender and cause Title Company to deliver the listing/selling broker as promptly as possible. The Title Commitment shall show a merchantable title vested in Seller, subject Report 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 receipt the Opening of Escrow if it has not already done so; (B) to cause all mortgages, deeds of trust and liens for delinquent real property taxes (but excluding any future installments due on any improvement assessment liens, Xxxxx Xxxx bond payments or similar assessments) affecting 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 Property shown in the Title CommitmentReport to be paid, discharged or otherwise removed from the Title Report by the Title Company at or before the Close of Escrow; and (C) to deliver all documents required under Sections 3(a)(ii) and 5(c)(ix) below. (ii) The Title Company’s commitment at the Close of Escrow to issue as of the Close of Escrow an owner’s extended coverage title insurance policy covering the Real Property in the amount of the Purchase Price insuring that fee simple title to the Real Property is vested in Buyer subject only to the Permitted Exceptions (“Title Policy”) is a condition precedent to Buyer’s obligation to Close. Buyer and Seller each agree to deliver to Title Company such proof of their respective authority and authorization to enter into this Agreement and consummate the transactions contemplated hereby as may be reasonably required by the other party or Title Company. Seller shall then have a period be responsible for the costs of five (5) days in the endorsements to the Title Policy to satisfy those exceptions disapproved by Buyer which to notify Buyer Seller has agreed in writing of those Title Objections it elects to cure. In the event Seller elects to cure less than all by endorsement, and which cure Buyer has agreed in writing to accept. Buyer may elect to obtain extended owner’s coverage, provided the Close of Escrow is not delayed thereby. Buyer shall pay for the cost of such extended owner’s coverage over the cost of a standard coverage owner’s policy, the costs of any survey that the Title Company requires for issuance of such extended coverage owner’s policy, and for the costs of any other increase in the amount or scope of title insurance if requested by Buyer. Buyer may request that the Title Company provide, at Buyer’s sole expense, such endorsements to the Title Policy as Buyer may reasonably require, provided that (a) such endorsements shall be at no cost or additional liability to Seller, (b) Buyer’s obligations under this Agreement shall not be conditioned upon Buyer’s ability to obtain such endorsements and, if Buyer is unable to obtain such endorsements, Buyer shall nevertheless be obligated to proceed to close the transaction contemplated by this Agreement without reduction of or set-off against the Purchase Price, and (c) the Close of Escrow shall not be delayed as a result of Buyer’s request. Buyer may obtain, at Buyer’s sole expense, and submit to Seller and Title Company a current survey of the Real Property prepared by a California licensed land surveyor selected by Buyer (the “Buyer’s Survey”). The issuance of the Title Objections, Buyer Company’s commitment to issue the Title Policy following the Close of Escrow shall have the be a condition to both parties’ obligations under this Agreement. (b) Any party entitled to terminate this Agreement pursuant to Section 3(a) must exercise its right to terminate this Agreement and the escrow provided for below by giving Seller delivering written notice thereof within five to the other party and Escrow Holder. Upon termination of this Agreement and escrow in accordance with this Section 3: (5i) days of its receipt of Buyer shall deliver to Seller all environmental, soils, geologic and engineering reports and studies concerning the Property delivered by Seller to Buyer and all other documents received from Seller's notice, including but not limited to those listed on Exhibit “E” attached hereto; provided, however, that in the event such documents were delivered or made available via electronic means, in which case lieu of returning such reports, studies and documents, Buyer shall delete all copies of the Xxxxxxx Money same; (ii) all funds and documents shall be returned to the party who deposited same, even if funds have been released from escrow, except that Buyer shall not be entitled to the return of funds to which it is otherwise entitled unless and until Buyer has complied with Section 3(b)(i); and (iii) the respective obligations of Buyer and Seller under this Agreement shall terminate; provided, however, notwithstanding the foregoing, Buyer’s and Seller’s indemnity, confidentiality and other obligations under this Agreement that by their nature extend after termination of this Agreement shall survive any such termination of the Agreement, and thereafter neither party the termination of this Agreement shall not release any other indemnity obligation Buyer or Seller may have any further obligation hereunder. In to 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 Handbookother party.

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 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 the term "Permitted Exceptions" shall have until Closing (mean taxes and assessments for the Property not yet due and payable, the exceptions to title shown on Exhibit "Cure PeriodT-1") in which to cure the Title Objections the Seller has elected to cure, which the Buyer Agrees to extend for an attached hereto, and such additional 45 days in the event Seller has initiated a lawsuit to cure the title objection exceptions as Purchaser shall approve or objections. Title Objections may also be cured in accordance with applicable current titled standards in the Kansas Title Standards Handbookwaive hereunder.

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. 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”a) 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 Within five (5) days following receipt after the date of this Agreement, Sellers and Mxxxxx Communications will provide Buyer with copies of all title information in the possession of Sellers or Mxxxxx Communications, any of their respective Affiliates, or their respective agents relating to the Owned Real Property, including abstracts of title, surveys and policies of title insurance. (b) Within thirty (30) days after the date of this Agreement, Buyer will obtain title commitments for a 2006 ALTA Owner’s Title Insurance Policy or Policies with respect to the Owned Real Property (each a “Title Commitment”), issued by a title company reasonable acceptable to Buyer and its lenders (the “Title Company”), in form and substance reasonably satisfactory to Buyer and its lenders. Each Title Commitment will be accompanied by readable copies of all documents cited as exceptions to title therein (the “Underlying Documents”), which will be certified by the Title Company as true, correct and complete copies of the Underlying Documents. Buyer, at its option, may obtain survey maps of the Owned Real Property (each a “Survey”) acceptable to the title insurance company providing the Title Commitments, prepared and certified in accordance with generally accepted professional standards by a duly licensed land surveyor, dated after the date of this Agreement. Buyer shall provide Sellers with legible copies of the Title Commitment Commitments, exception documents and other instruments referenced therein and survey maps, if any, promptly following Buyer’s receipt thereof. Buyer will bear all costs of any surveys and the costs of such Title Commitments and any title policies issued pursuant to the Title Commitments. (the “Objection Period”c) in which to examine the Buyer will have twenty (20) days after its receipt of a Title Commitment and advise Seller the related Survey to review each of them and to notify Sellers in writing of any objections exceptions other than exceptions to the Title Commitment to which Buyer reasonably objects, other than Permitted Encumbrances ("the “Title Objections"”). If prior to Closing any Title Objection or other Lien is asserted against any of the Owned Real Property by, through or under Sellers or any of their Affiliates that is not a Permitted Encumbrance, Sellers and Mxxxxx Communications will, at their sole expense, either (i) obtain the release of such Title Objection or Lien, (ii) obtain title insurance covering such Title Objection or Lien, (iii) provide alternative arrangements, satisfactory to Buyer in its sole discretion, which provide Buyer the full economic benefit of the ownership of the affected Owned Real Property without any of the risk associated with or relating to such Title Objections or Lien or (iv) remove such particular parcel of the Owned Real Property from the Acquired Assets being transferred upon written notice to Buyer, and with an equitable adjustment to the Purchase Price in accord with the agreed upon allocation of Purchase Price described in Section 1.7 If Sellers fail to cure or address, prior to Closing, all Title Objections with respect to any particular parcel of the Owned Real Property as provided above, then Buyer may have to Seller's title as shown in either (A) consummate 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 transactions contemplated hereby, notwithstanding the Title Objections, Buyer shall have with an equitable adjustment to the right to Purchase Price described in Section 1.7 or (B) terminate this Agreement by giving Seller written notice thereof within five Agreement. (5d) days of its receipt of Seller's notice, in Any matters shown on a Title Commitment or Survey to 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 Agreementobject during the twenty (20) day period set forth in Section 5.13(c), Seller shall have until Closing ("Cure Period") in or to which to cure the any Title Objections the Seller has elected to cureObjection is waived by Buyer, 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 Handbookwill become Permitted Encumbrances.

Title Matters. (i) Seller agrees to share equally with Buyer the closing costs and the cost of a title insurance companydeliver to Purchaser as soon as reasonably possible upon Purchaser'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 request copies of all title information in possession of Seller, including, but not limited to, title insurance policies, attorneys' opinions on title, surveys, covenants, deeds and easements relating to the Real Property. Such delivery shall constitute no warranty by Seller as to the accuracy or completeness thereof or that Purchaser is entitled to rely thereon. (ii) Purchaser agrees to notify Seller, in writing within 45 calendar days after the date of this Agreement of any mortgages, pledges, material liens, encumbrances, reservations, tenancies, encroachments, overlaps or other title exceptions, survey objections, or zoning or similar land use violations (excluding legal but nonconforming uses) related to the Real Property to which Purchaser reasonably objects (the "Title Defects"). If Purchaser does not notify Seller of Title Defects within the 45 day period, Purchaser shall be deemed to have waived its rights under this Section 2.10. Purchaser agrees that Title Defects shall not include real property taxes not yet due and payable or easements, restrictions, tenancies, survey matters or other title matters, and rights of way which do not materially interfere with the use of the exception documents referred to therein (hereafter collectively referred to Real Property 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 such facilities 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 Commitmentcurrently utilized. Seller shall then have make a period good faith effort to correct any such Title Defect to Purchaser's reasonable satisfaction at least 10 calendar days prior to Closing; provided, however, that Seller shall not be obligated to bring any lawsuit or make any payments of five money (5except to pay liens that Seller does not dispute in good faith) 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 a Title ObjectionsDefect. If Seller is unable or unwilling to cure any such Title Defects to Purchaser's reasonable satisfaction, Buyer Purchaser shall have the right option either to terminate this Agreement by giving Seller (upon written notice thereof within five (5to Seller) days with respect to the Banking Facilities, at which the Real Property having such Title Defects is located or to receive title in its then existing condition. Upon termination of its receipt this Agreement with respect to a particular tract of Seller's noticeproperty pursuant to this Section 2.10, in which case the Xxxxxxx Money shall be returned to Buyer, and thereafter neither no party shall have any further obligation hereunder. In liability to the event Buyer does not terminate other party under this Agreement, Seller Agreement with respect to such parcel of Real Property (or the other Assets or Deposit Liabilities associated with that facility) and the purchase price 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 Handbookadjusted accordingly.

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 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 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 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 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”a) 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 Within five (5) days following receipt after the date of this Agreement, Sellers and Xxxxxx Communications will provide Buyer with copies of all title information in the possession of Sellers or Xxxxxx Communications, any of their respective Affiliates, or their respective agents relating to the Owned Real Property, including abstracts of title, surveys and policies of title insurance. (b) Within thirty (30) days after the date of this Agreement, Buyer will obtain title commitments for a 2006 ALTA Owner’s Title Insurance Policy or Policies with respect to the Owned Real Property (each a “Title Commitment”), issued by a title company reasonable acceptable to Buyer and its lenders (the “Title Company”), in form and substance reasonably satisfactory to Buyer and its lenders. Each Title Commitment will be accompanied by readable copies of all documents cited as exceptions to title therein (the “Underlying Documents”), which will be certified by the Title Company as true, correct and complete copies of the Underlying Documents. Buyer, at its option, may obtain survey maps of the Owned Real Property (each a “Survey”) acceptable to the title insurance company providing the Title Commitments, prepared and certified in accordance with generally accepted professional standards by a duly licensed land surveyor, dated after the date of this Agreement. Buyer shall provide Sellers with legible copies of the Title Commitment Commitments, exception documents and other instruments referenced therein and survey maps, if any, promptly following Buyer’s receipt thereof. Buyer will bear all costs of any surveys and the costs of such Title Commitments and any title policies issued pursuant to the Title Commitments. (the “Objection Period”c) in which to examine the Buyer will have twenty (20) days after its receipt of a Title Commitment and advise Seller the related Survey to review each of them and to notify Sellers in writing of any objections exceptions other than exceptions to the Title Commitment to which Buyer reasonably objects, other than Permitted Encumbrances ("the “Title Objections"”). If prior to Closing any Title Objection or other Lien is asserted against any of the Owned Real Property by, through or under Sellers or any of their Affiliates that is not a Permitted Encumbrance, Sellers and Xxxxxx Communications will, at their sole expense, either (i) obtain the release of such Title Objection or Lien, (ii) obtain title insurance covering such Title Objection or Lien, (iii) provide alternative arrangements, satisfactory to Buyer in its sole discretion, which provide Buyer the full economic benefit of the ownership of the affected Owned Real Property without any of the risk associated with or relating to such Title Objections or Lien or (iv) remove such particular parcel of the Owned Real Property from the Acquired Assets being transferred upon written notice to Buyer, and with an equitable adjustment to the Purchase Price in accord with the agreed upon allocation of Purchase Price described in Section 1.7 If Sellers fail to cure or address, prior to Closing, all Title Objections with respect to any particular parcel of the Owned Real Property as provided above, then Buyer may have to Seller's title as shown in either (A) consummate 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 transactions contemplated hereby, notwithstanding the Title Objections, Buyer shall have with an equitable adjustment to the right to Purchase Price described in Section 1.7 or (B) terminate this Agreement by giving Seller written notice thereof within five Agreement. (5d) days of its receipt of Seller's notice, in Any matters shown on a Title Commitment or Survey to 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 Agreementobject during the twenty (20) day period set forth in Section 5.13(c), Seller shall have until Closing ("Cure Period") in or to which to cure the any Title Objections the Seller has elected to cureObjection is waived by Buyer, 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 Handbookwill become Permitted Encumbrances.

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 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. (a) During the Examination Period, Seller agrees shall afford to share equally with Buyer Purchaser and its authorized representatives reasonable access during normal business hours to the closing costs office, personnel and the cost books and records of Seller in order for Purchaser to conduct a title insurance company's commitment for examination as it may in its sole discretion choose to conduct with respect to the Properties in order to determine whether Title Defects exist (“Purchaser’s Title Review”). Such books and policy records shall include all abstracts of title, title opinions, title files, ownership maps, lease files, assignments, division orders, operating records and agreements, well files, financial and accounting records, geological data and engineering records, in each case insofar as same may now be in existence and in the possession of Seller, excluding, however, any information that Seller is prohibited from disclosing by bona fide, third party confidentiality restrictions; provided, that if requested by Purchaser, Seller shall use its commercially reasonable efforts to obtain a waiver of any such restrictions in favor of Purchaser. The cost and expense of Purchaser’s Title Review, if any, shall be borne solely by Purchaser. (b) If Purchaser discovers any Title Defect affecting any of the Properties, Purchaser shall notify Seller of such alleged Title Defect as soon as reasonably possible after the discovery thereof by Purchaser, and in any event Purchaser shall provide Seller with weekly updates, in either oral or written reports, on the status of Purchaser’s title review and developments with respect thereto, which may in each case be preliminary in nature and supplemented in any subsequent Title Defect Notice. To be effective, such notice (“Title Defect Notice”) must (i) be in writing, (ii) be received by Seller prior to the expiration of the Examination Period, (iii) describe the Title Defect in reasonable detail (including any alleged variance in the Net Revenue Interest), (iv) identify the specific Property affected by such Title Defect, and (v) include the value of such Title Defect as determined by Purchaser in good faith. Subject to Seller’s special warranty 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 set forth in the State Assignments, any matters that may otherwise constitute Title Defects, but of Kansas or as specified hereinwhich Seller has not been specifically notified by Purchaser in accordance with the foregoing, and those matters attaching shall be deemed to have been waived by Purchaser for all purposes. Upon 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 such effective 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 AgreementDefect Notice from Purchaser, Seller shall have until Closing the option, in addition to the remedies set forth in Section 6.2(c) ("Cure Period") in which the “Remedies for Title Defects”), but not the obligation, to attempt to cure such Title Defect at any time prior to the Closing. The Property affected by such uncured Title Defect shall be a “Title Defect Property.” (c) With respect to each Title Defect attributable to the Producing Properties that is not cured on or before the Closing, the Purchase Price shall be reduced, subject to this Article 6, by the Title Objections Defect Amount with respect to such Title Defect Property. The “Title Defect Amount” shall mean, with respect to a Title Defect Property, the Seller has elected to cureamount by which such Title Defect Property is impaired as a result of the existence of one or more Title Defects, 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 amount shall be cured in accordance with applicable current titled standards in the Kansas Title Standards Handbook.determined as follows:

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. 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 the closing costs (a) Purchaser and the cost Tenant have approved (or shall be deemed to have approved for purposes of a this Agreement) the state of title insurance companyto each Property and all exceptions thereto reflected in the written commitments for an ALTA owner's commitment for and policy of title insurance. Buyer shall pay for any lender’s/mortgagee’s/instrument holder’s insurance and ALTA leasehold policy of title insurance coveragewith respect to each Property attached hereto as Schedule K (collectively, the "Title Commitments"). The Each Owner shall cause all mortgages, deeds of trust and other monetary liens encumbering its Property to be released at or prior to the Applicable Closing; provided, however, such liens may continue to encumber the Property at the Applicable Closing if the Title Company is willing to insure over such liens in a manner acceptable to Purchaser and Tenant and such liens are released promptly following the Applicable Closing. Owner's obligation to cause the release of any such liens pursuant to the immediately preceding sentence shall survive the Applicable Closing. (b) In the event that an Owner decides to encumber its Property with an additional title insurance company will furnish matter, such Owner shall give Purchaser and Tenant notice thereof together with a copy of the commitment for title insurance and copies of all of document, instrument or other matter to be imposed against or on 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 a notice (the “Objection Period”and a copy) in which to examine the Title Commitment and advise Seller in writing of any objections Additional Exception with respect to any Property, the Purchaser and/or Tenant shall give the Owner notice of its approval or disapproval thereof. Neither Purchaser nor Tenant shall 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 1.36, and neither shall unreasonably withhold, delay or condition its approval of any other Additional Exception. If Purchaser and/or Tenant 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 which Business Day period, Purchaser and/or Tenant, as the case may be, shall be deemed to notify Buyer in writing have approved such Additional Exception. If Purchaser and/or Tenant unreasonably disapproves of those Title Objections it elects to cure. In the event Seller elects to cure less than all any Additional Exception, Owner shall be excused from performing any term or condition (or any portion or aspect of the Title Objections, Buyer shall have the right to terminate a term or condition) of this Agreement by giving Seller written notice thereof within five (5) days which Owner is unable or unwilling to perform as a result of its receipt of Seller's noticeinability to enter into and/or impose such Additional Exception. Notwithstanding anything herein to the contrary, in which case the Xxxxxxx Money an Additional Exception shall be returned to Buyernot include any monetary encumbrance, and thereafter neither party except as set forth in the next succeeding paragraph, Owner shall have discharge all such encumbrances on or before the Applicable Closing Date. No consent or approval to any further obligation hereunder. In Additional Exception by Purchaser or Tenant shall constitute an agreement by Purchaser or Tenant to pay any special assessment or other tax or levy arising under such Additional Exception that would otherwise be payable by the event Buyer does not terminate Sellers under 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 (a) 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 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 Objectionsexecution hereof, Buyer shall have the right to conduct such title examination of the Pine Mountain Assets as Buyer deems necessary or appropriate. If Buyer determines in good faith that any Title Defect exists, then Buyer may give Sellers written notice on or prior to the Defect Notice Date of any claimed Title Defect (each such Title Defect is referred to as a “Pre-Closing Title Defect”). To be effective, each such notice shall set forth (a) a description of the matter constituting the claimed Pre-Closing Title Defect, and (b) the proposed Purchase Price reduction for the cost of curing the Pre-Closing Title Defect in question. Sellers shall have the right, but not the obligation, to cure any claimed Pre-Closing Title Defect on or before Closing. The parties shall reduce the Purchase Price to reflect the mutually agreed upon estimated cost of curing all Pre-Closing Title Defects not cured by Sellers prior to Closing; provided, however, that if the estimated costs to cure such Pre-Closing Title Defects in the aggregate exceed the Materiality Threshold, either Buyer or Sellers may terminate this Agreement Agreement. Notwithstanding anything herein to the contrary, no adjustment to the Purchase Price for any Pre-Closing Title Defects will be made unless the aggregate adjustments for all Pre-Closing Title Defects exceed $2,000,000 (the “Title Threshold”), but if such Title Threshold is met, the adjustment to the Purchase Price for such Pre-Closing Title Defects shall be from the first dollar of such defects. (b) If Sellers and Buyer cannot agree on the existence of a Pre-Closing Title Defect or the adjustment, if any, therefor on or before December 10, 2004, then the dispute will be submitted by giving Seller December 10, 2004 to a title attorney selected by Sellers and Buyer (such title attorney hereinafter, “Title Expert”). The Title Expert will have expertise in title matters in the State in which the Pine Mountain Asset affected by the Title Defect in dispute is located and the costs of the Title Expert will be borne and paid one-half by Sellers and one-half by Buyer. Sellers and Buyer will each present the Title Expert a written notice thereof within five (5) days statement of its receipt position on the defect and/or adjustment in question not later than the third (3rd) day after the dispute has been submitted to the Title Expert. By the third (3rd) day following the submission of Seller's noticea matter to a Title Expert, the Title Expert shall make a determination of the dispute, choosing either Sellers’ position or Buyer’s position with respect to such dispute. The decision of the Title Expert will be final, conclusive and binding on Sellers and Buyer and will be enforceable against any of the parties in which case any court of competent jurisdiction. (c) Except for Buyer’s remedies under this Agreement for a breach of Sellers’ representation contained in Section 4.22, (i) the Xxxxxxx Money Purchase Price adjustment mechanism set forth in this Section 2.5 shall be returned the exclusive remedy for Buyer and its Affiliates with respect to Buyerany Title Defects, and thereafter neither party shall have (ii) any further obligation hereunder. In the event Title Defect for which Buyer does not terminate notify Sellers on or prior to the Defect Notice Date, shall be deemed and is hereby waived by Buyer on its own behalf and on behalf of its Affiliates (including, post-Closing, the Purchased Companies). Nothing contained in this Agreement, Seller Section 2.5(c) shall have until Closing ("Cure Period") be construed to be a waiver or release by Buyer or its Affiliates of Buyer’s remedies for a breach by Sellers of the representation contained 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 HandbookSection 4.22.

Title Matters. Seller agrees (a) Fort James and Buyer will, as soon as practicable after the xxxxxtion and delivery of this Agreement, cause, to share equally be issued one or more title commitments (whether one or more, the "Title Commitment") for policies of owner's title insurance with respect to the Real Property (the "Real Property Title Commitment") and policies of leasehold title insurance with respect to the Major Leases (the "Major Leases Title Commitment") and current surveys and will cause to be made ALTA surveys. Fort James and Buyer the closing costs and shall each bear 50% of the cost of a title insurance company's commitment for the Xxxxx Commitment and policy of title insuranceALTA surveys. Buyer shall procure and pay premiums for any lender’s/mortgagee’s/instrument holder’s such title insurance coverageas it requires. The title insurance company will furnish a copy At Buyer's request, the Closing may be postponed until the date that is 15 days after the later of the commitment for title insurance and date hereof or the date of the delivery to Buyer of the Real Property Title Commitment together with copies of all of the exception recorded documents referred to therein (hereafter collectively referred to listed 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 Real Property Title Commitment (collectively, the “Objection Period”"Real Property Title Package"). Within 5 days of the later of the date hereof or the date of the delivery to Buyer of the Real Property Title Package, Buyer shall notify Fort James of any title matter reflected in the Real Propertx Xxxle Commitment that constitutes a breach of the representation set forth in Section 5.10 (any such title matter being a "Title Defect"). (b) At Buyer's request, Closing may be postponed until the date that is 15 days after Fort James' delivery to Buyer of the Major Leases Title Commxxxxxt, together with copies of all recorded documents listed as title exceptions in which to examine the Major Leases Title Commitment and advise Seller in writing (collectively, the "Major Leases Title Package"). Within 5 days of Fort James' delivery to Buyer of the Major Leases Title Packxxx, Buyer shall notify Fort James of any objections title matter reflected in the Major Leases Xxxxe Commitment that constitutes a breach of the representation set forth in Section 5.10 (any such title matter being a "Title ObjectionsDefect"). (c) Within 5 days of receiving notice from Buyer of any Title Defect, Fort James shall notify Buyer, with respect to each such Titxx Xxfect, whether Fort James has elected to (i) cure such matter or otherwise xxxxx the Buyer may have same to Seller's title as shown in be deleted from, or insured over in, the Title Commitment. Seller , (ii) pay to Buyer the amount by which the value of the Real Property is diminished as a result of the existence of such Title Defect at Closing (or as soon thereafter as the amount can be established, the parties hereby agreeing to enter into an appropriate agreement at Closing relating to the establishment of such amount by reference to the conclusion of qualified real estate appraisers if Fort James elects to make such payment in respect of any Titxx Xxfect and the parties cannot agree by Closing as to the amount of such diminution in value); or (iii) take no action with respect to such Title Defect; provided Fort James shall then have be required to remove any lien which is not x Xxrmitted Exception securing a period monetary obligation which can be removed by the payment of five (5) days in money the amount of which to notify Buyer is ascertainable from the face of the document or which has been determined in writing from the holder of those such obligation. If Buyer does not deliver written notice of its objections to any Title Objections it elects to cure. In Defect within the event Seller elects to cure less than all of the Title Objectionstime specified above for such notice, Buyer shall be deemed to have waived all rights it may have against Fort James (including the right to refuse to consummate the xxxxxactions called for in this Agreement or the right otherwise to claim breach of the representation set forth in Section 5.10) with respect to such Title Defect. If Fort James fails to respond, within the time set forth above, xx any objection to Title Defects timely delivered by Buyer as set forth above, Fort James shall be deemed to have elected to respond as set xxxxh in subsection (ii) above with respect to such Title Defect. If Fort James elects to respond as set forth in subsection (iii) xxxve with respect to one or more Title Defects, Buyer may terminate this Agreement by giving Seller written delivering notice thereof of its election to do so within five (5) two days of Fort James' delivery of its receipt of Seller's notice, in which case notice to Buyer that Fort James xxx xlected to take no action with respect to 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.Xxxxe Defect(s)

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 of termination to Seller, Licensee and Shareholder. b. All matters disclosed on the surveys provided pursuant to Section 9.7 and all exceptions to title listed in the title insurance commitments furnished pursuant to Section 9.10 (and the title insurance policies issued pursuant thereto) shall be deemed Permitted Encumbrances unless: (a) Purchaser makes a specific, timely (i.e., within five twelve (512) business days of its after receipt of Seller's noticeall of the title report, survey and document copy for the item in which case question) objection thereto; and (b) such matter(s) or exceptions impair marketable title to a parcel of Owned/Leased Real Estate (unless such matter(s) or exception(s) are covered by title insurance (including, without limitation, affirmative title insurance coverage) or are otherwise cured or corrected at or prior to Closing.) In addition, the Xxxxxxx Money Permitted Encumbrances listed on Schedule 5.16(d) have been provisionally approved by Purchaser subject to the following; each easement of record burdening Owned/Leased Real Estate shall be returned located on the surveys to Buyerbe provided pursuant to Section 9.7, if described in such a manner that it can be located, and thereafter neither party thereupon shall have any further obligation hereunder. In the event Buyer does not terminate this Agreementbe deemed approved unless (a) Purchaser makes a specific, Seller shall have until Closing timely ("Cure Period"i.e., within twelve (12) in which to cure the Title Objections the Seller has elected to cure, which the Buyer Agrees to extend for an additional 45 business days in the event Seller has initiated a lawsuit to cure after receipt of all of the title report, survey and document copy for the item in question) objection thereto; and (b) such location impairs marketable title to a parcel of Owned/Leased Real Estate (unless such matter(s) is covered by title insurance (including, without limitation, affirmative title insurance coverage) or objections. Title Objections may also be is not otherwise covered, cured in accordance with applicable current titled standards in the Kansas Title Standards Handbookor corrected at or prior to Closing).

Title Matters. Seller agrees (a) Within twenty (20) days after the effective date of this Lease, Landlord shall order from a title company acceptable to share equally with Buyer Tenant ("Title Company") (i) a current Title Insurance Commitment (the closing costs "Title Report") that commits to insure Tenant's leasehold interest in the Premises, and (ii) one copy of all recorded documents to which reference is made in the schedules to that Title Report. Landlord must cause the Title Company to deliver the Title Report and the cost associated documents to Tenant within thirty (30) days after the date of full execution of this Lease. Within that same time period, Landlord must also deliver to Tenant a copy of all unrecorded instruments affecting title to the Premises and a certificate by which Landlord certifies to Tenant that those copies are true, correct and complete and there are no other unrecorded instruments in force that affect title to the Premises; (b) Within thirty (30) days after the date of Tenant's receipt of the last of the Title Report, the Survey required by virtue of Section 7.01 (d) below, and the other documents that Landlord must deliver or cause to be delivered in accordance with the terms of Section 7.02, Tenant must either submit to Landlord written objections to the condition of title to the Premises, as reflected in those delivered items, or give Landlord written notice that it finds the condition of title to the Premises, as reflected in the delivered items, to be acceptable. For purposes of this Lease, the term "Permitted Exceptions" shall mean and include only those matters that affect title to the Premises, that Landlord has disclosed to Tenant by means of the deliveries made in accordance with the terms of Section 7.02, and that Tenant acknowledges to be acceptable to it by means of written notice to Landlord. Without Tenant's prior written approval (which approval shall not be unreasonably withheld by Tenant with respect to Landlord's creation of utility easements serving only the Premises), Landlord must not permit title to the Premises to be affected by any liens, encumbrances, easements, rights-of-way, restrictions, conditions, covenants, rights or other matters that come into existence or appear of record for the first time after the effective date of the Title Report ("Intervening Encumbrances"), except for Intervening Encumbrances that come into existence by operation of law without action on Landlord's part. If Landlord proposes to create an Intervening Encumbrance or an Intervening Encumbrance comes into existence by operation of law without action on Landlord's part, Tenant must either submit to Landlord written objection to the Intervening Encumbrance or manifest by written notice to Landlord its acceptance of the Intervening Encumbrance as a Permitted Exception within twenty (20) days after the date of Tenant's receipt of the last 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 written notice by which Landlord describes the Intervening Encumbrance, a copy of the commitment for instrument that creates or will create, or that evidences, the Intervening Encumbrance, and, if Tenant requests, a revised survey plat showing the areas within the Premises affected by the Intervening Encumbrance. Tenant may object to title insurance and copies matters in accordance with the terms 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 this Section 7.01 only if Tenant determines 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 its sole discretion that those matters attaching to the title by reason of Buyer taking render title to the real propertyPremises unmarketable or could result during the Term in unreasonable interference with the normal operation of its business on the Premises. Buyer shall have a period of five Among the matters to which Tenant may object are (5i) days following receipt any easements, encumbrances or exceptions to title existing on or as of the Title Commitment effective date of this Lease, (ii) the “Objection Period”) in which to examine depiction on the Title Commitment and advise Seller in writing Survey of any objections encroachment of improvements from or onto the Land or any encroachment across any building setback line or into any easement, ("Title Objections"iii) 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 Objectionslegal description set forth in Exhibit "A" to close, Buyer shall have (iv) the right depiction on the Survey of any strips or gores, or (v) the inability of the surveyor preparing the Survey to terminate this Agreement by giving Seller written notice thereof within five (5) days specifically locate and to depict on the Survey any appurtenant easements because 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 incomplete descriptions or 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.other reasons;

Title Matters. (i) The Parties acknowledge and agree that with respect to Site Xx. 0 - 00 X. Xxxx Xxxxxx, Xxxx Xxxxxxxxxx, XX, there is an exception on the Title Commitment as of the Amendment Date related to a special permit granted by Town of East Longmeadow on 5/8/12 for a 18’x10.5’ xxxxx to cover the gas pumps. Seller agrees is in the process of, and from and after the Closing, Seller will continue to share equally use commercially reasonable efforts to, have such special permit amended as promptly as reasonably practicable to remove the condition on change in ownership of East Longmeadow Mobile, Inc. (including, but not limited to, the amendment of the special permit by the local municipality in the ordinary course of the amendment process). (ii) Buyer, Seller and Oak acknowledge and agree that with Buyer respect to the closing costs Owned Real Property known as Site Xx. 00 – 0000 Xxxxxx Xxxxxx, Springfield, MA (the “Xxxxxx Street Property”), and as noted in Buyer’s Title Objection Notice, Pride RE does not currently have fee simple title to the entirety of the real estate parcels on which the retail fuel station (including the fuel canopy) and convenience store is located. More specifically, as shown on Exhibit B attached hereto, Pride RE currently has fee simple title to the area of the Xxxxxx Street Property shaded in blue thereon, but does not have title to the parcels denoted in yellow (constituting part of parcel C denoted thereon) and the cost triangular parcel denoted as parcel 11 thereon, both of which contain 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 portion of the commitment for title insurance convenience store (and copies of all with respect to parcel 11, the fuel canopy) and are intended to constitute part of the exception documents referred to therein Xxxxxx Street Property (hereafter collectively referred to as collectively, the “Title CommitmentMissing Parcels”). Accordingly, the Parties hereby agree that a portion of the Adjusted Purchase Price in the amount of $8,018,718.85, which is being funded at Closing by Oak (the “Xxxxxx Street Escrow Amount”) shall be funded at Closing by Oak and held in escrow by Fidelity National Title Insurance Company (“Escrow Agent” or “Fidelity”), pursuant to Sellerand in accordance with that certain Escrow Agreement, dated as of December 5, 2022 by and among Escrow Agent, Buyer, Buyer’s lender Seller and Oak. Following the listing/selling broker as promptly as possible. The Title Commitment Closing, Seller shall show a merchantable title vested in Selleruse its commercially reasonable efforts to acquire, subject to easementson behalf of Pride RE, 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. Missing Parcels and Buyer shall, and shall have a period of five (5) days following receipt of the Title Commitment (the “Objection Period”) cause its Affiliates and Representatives to, cooperate in which to examine the Title Commitment and advise good faith with Seller in writing of any objections ("Title Objections") Seller’s efforts to acquire the Buyer Missing Parcels, including providing prompt assistance as may have to be reasonably requested by Seller's title as shown in . Following 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, Buyer shall have not, and shall not cause or permit its Affiliates or Representatives to take any actions that would reasonably be expected to impair or delay Seller’s efforts to acquire the right Missing Parcels. Upon (a) conveyance of the Missing Parcels to terminate this Agreement Pride RE, free and clear of any Liens other than Permitted Liens, and (b) receipt by giving Seller written notice thereof within five Oak of (5i) days a Title Policy issued by Fidelity or such other title company mutually acceptable to Buyer and Oak insuring in favor of its receipt Pride RE good and marketable fee simple title to the entire Xxxxxx Property, which includes the Missing Parcels, free and clear of Seller's noticeany Liens other than Permitted Liens, in which case and (ii) an ALTA survey and zoning report from Oak’s current vendors similarly showing no significant encroachments or Liens or violations of Law other than with respect to Permitted Liens (collectively, the Xxxxxxx Money shall be returned to “Xxxxxx Street Remittance Conditions”), Buyer, Seller and thereafter neither party Oak shall have any further obligation hereunderdeliver a joint written instruction to the Escrow Agent to release the Xxxxxx Street Escrow Amount to Seller. In the event Buyer does not terminate this AgreementUnless Buyer, Seller shall have until Closing ("Cure Period") and Oak otherwise mutually agree in which to cure the Title Objections the Seller has elected to curewriting, which the Buyer Agrees to extend for an additional 45 days in the event that the Xxxxxx Street Remittance Conditions are not satisfied by January 5, 2023, which such date the Buyer, Seller and Oak agree to extend in good faith by an additional thirty (30) day period (and then up to an additional four (4) subsequent additional 30-day periods) to the extent Seller (x) has initiated a lawsuit made reasonable progress, (y) is working in good faith and (z) reasonably believes the Xxxxxx Street Remittance Conditions could be met during such extension period, Buyer, Seller and Oak agree 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.following:

Title Matters. Each applicable Seller agrees is the sole owner in fee simple of the respective parcels of Real Property identified by correct parcel or lot (including plat lot number) listed next to share equally with it in Schedule 4.8.1. Each parcel of Real Property is owned by each applicable Seller free and clear of all Encumbrances other than Permitted Encumbrances. Seller has provided Buyer the closing costs Access to true, complete and the cost correct copies of a all material deeds, title exceptions, mortgages, deeds of trust, Liens, environmental reports, certificates of occupancy, title insurance company's commitment for policies and policy surveys relating to the Real Property. (A) Prior to the Effective Date, the Sellers shall provide Access to Buyer, at the Sellers' expense (which shall not include the reimbursement of any travel related expenses of Buyer of its representatives), to the existing policies of title insurance. insurance issued to the Sellers for each parcel, tract or subdivided land lot of Real Property (collectively, "Sellers Existing Title Policies"); (B) Promptly as reasonably possible following the Effective Date, the Sellers provided Access to Buyer, at the Sellers' expense (which shall not include the reimbursement of any travel related expenses of Buyer shall pay for of its representatives), to (1) any lender’s/mortgagee’s/instrument holder’s preliminary title insurance coveragecommitment(s) issued to Sellers to insure title to each parcel, tract or subdivided land lot that may be acquired pursuant to the Acquisition Contracts (each, a "Title Report") and (2) any other material documents requested by Buyer concerning such land provided by the other parties to the Acquisition Contracts. The title insurance company will furnish Title Reports have been issued in the ordinary course of the applicable Seller's business and contain the Title Company's agreement to issue a Texas T‑1 Owner's Policy of Title Insurance with respect to the Real Property covered thereby. (C) Prior to the Effective Date, the Sellers provided Access to Buyer, at the Sellers' expense, to the survey of each Lot or parcel of Real Property and Acquired Contracts Land (each, a "Survey"), to the extent currently in their possession or 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 Sellerrecorded plat if no survey is available, Buyer, Buyer’s lender and the listing/selling broker as promptly as possible. The Title Commitment but 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 not have any further obligation hereunder. In the event Buyer does not terminate to either update an existing survey nor obtain a new survey. (D) Other than pursuant to this Agreement, Seller shall have until Closing ("Cure Period") in which to cure the Title Objections the no applicable Seller has elected to curealienated, which the Buyer Agrees to extend for an additional 45 days encumbered, transferred, leased, assigned or otherwise conveyed its interest in the event Seller has initiated a lawsuit Real Property except for: (1) liens securing (i) purchase money mortgages (ii) loans received in connection with the acquisition of the applicable Real Property (iii) liens retained by the third party developer to cure the title objection or objections. Title Objections may also be cured in accordance with applicable current titled standards secure purchase price adjustments and true ups in the Kansas Title Standards Handbooklot purchase agreement between the applicable Seller and such third party developer, (iv) loans for construction of Improvements on the Real Property, (v) loans for the development of the Real Property, and (v) other loans incurred in the ordinary course of the applicable Sellers business; (2) Contracts to sell Real Property owned by the Sellers; and (3) leases between MHI Partnership and MHI Models; provided, however, that all items specified in Sections 4.8.1(D)(1)(i), (ii), (iv) and (v) with respect to Real Property are released, repaid or terminated at Closing from the Closing Cash Payment.

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. 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. 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 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. i. North American Title Company (the “Title Company”) has issued preliminary title report (the “Title Report”) dated as of March 3, 2009 (Order No. 92002-911910-09) covering the Land, together with copies of all exceptions referred to in the Title Report. ii. The Property shall be sold and conveyed subject to the following exceptions to title (collectively, the “Permitted Exceptions”): 1. those matters specifically set forth in Schedule B to the Title Report except for the following matters which Seller agrees to share equally with Buyer remove prior to the closing costs Close of Escrow: any and all monetary liens and encumbrances executed by Seller affecting the cost Property, any judgment or mechanics’ liens recorded against the Property prior to the Close of a title insurance company's commitment Escrow (excluding non-delinquent taxes, bonds and assessments), and Exception Nos. 77 (Charitable Housing Agreement) and 78 (Notice of Builder’s Election for Handling Construction Claims); 2. all laws, ordinances, rules 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 regulations 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 SellerUnited States, 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 California, the County, the City or as specified hereinany agency, and those matters attaching to the title by reason department, commission, bureau or instrumentality of Buyer taking title to the real property. Buyer shall have a period of five (5) days following receipt any of the Title Commitment foregoing having jurisdiction over the Property (each, a “Governmental Authority”), as the “Objection Period”) same may now exist or may be hereafter modified, supplemented or promulgated; and 3. all presently existing and future liens of real estate taxes or assessments, if any; provided that such items are not yet due and payable and are apportioned as provided 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 hereunderAgreement. iii. In the event Buyer does not terminate this Agreement, Seller shall have until Closing ("Cure Period") in which requests any endorsements to cure the Title Objections Policy (“Buyer Requested Title Endorsements”), the issuance of any such Buyer Requested Title Endorsements shall not be a condition to closing the transaction contemplated hereunder and in no event shall Seller has elected be obligated to cureprovide any indemnity or other document or undertake any obligation in order to cause the Title Company to issue the same; provided, which however, that Seller will reasonably cooperate, at no cost or liability to Seller, with Buyer and the Title Company in connection with the issuance of the Title Policy and Buyer Agrees to extend for an additional 45 days in Requested Title Endorsements, as the event Seller has initiated a lawsuit to cure the title objection or objections. Title Objections case may also be cured in accordance with applicable current titled standards in the Kansas Title Standards Handbookbe.

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

Title Matters. Seller agrees to share equally with Buyer the closing costs and the cost of (a) Attached hereto as Exhibit L is 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”) ” issued by the Title Company to Seller, Buyer, Buyer’s lender and Purchaser pursuant to which the listing/selling broker as promptly as possible. The Title Commitment shall show Company has agreed to issue to Purchaser at Closing 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 policy 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 amount of the Title Commitment Purchase Price (the “Objection PeriodTitle Policy”) in ). Purchaser has also received a copy of an ALTA/ACSM Land Title Survey of the Real Property dated July 10, 2006 and prepared by Xxxxxxxxxx Design Group to 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 reference is made in the Title Commitment. Seller agrees that on or prior to the Closing Date Seller shall then have a period comply with the provisions of five (5) days in which to notify Buyer in writing paragraphs E, H, K and R of those Title Objections it elects to cure. In the event Seller elects to cure less than all Schedule B Section One of the Title Objections, Buyer shall have Commitment. (b) Notwithstanding anything to the right to terminate this Agreement by giving Seller written notice thereof within five (5) days of its receipt of Seller's notice, contrary contained elsewhere 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 be obligated, at its sole cost and expense, to cure or satisfy all Monetary Objections at or prior to Closing, and Seller may use the proceeds of the Purchase Price at Closing for such purpose. For purposes of this Agreement, the term “Monetary Objections” means: ("Cure Period"a) any mortgage, deed to secure debt, deed of trust or similar security instrument encumbering all or any part of the Hotel, (b) mechanics’, materialman’s or similar lien, (c) the lien of ad valorem real or personal property taxes, assessments and governmental charges affecting all or any portion of the Hotel which are delinquent, (d) any judgment of record against Seller in the county or other applicable jurisdiction in which the Hotel is located, (e) the claim of lien in the amount of $84,654.90 filed by the County of Xxxxx, Nevada, with respect to transfer taxes in connection with the transfer of the Real Property to Seller by the previous owner, and (f) any monetary liens or encumbrances other than those described in the foregoing items (a) through (e), voluntarily created or suffered by Seller affecting title to the Hotel. Notwithstanding the foregoing, Seller shall not be obligated to cure or satisfy all Monetary Objections set forth in clauses (b), (d) and (f) in excess of $300,000 in the aggregate. For the avoidance of doubt, the foregoing $300,000 cap shall not operate to make any monetary lien or encumbrance set forth in clauses (b), (d) and (f) a Permitted Exception; if any such monetary lien or encumbrance would be a Monetary Objection but for the fact that the aggregate liquidated amount of some or all other monetary liens or encumbrances affecting title to the Hotel (other than those described in clause (a), (c) and (e) above, which shall be Monetary Objections regardless of their individual or aggregate liquidated amounts) is equal to cure or greater than $300,000, such monetary lien or encumbrance shall become a Permitted Exception only if it is disclosed in the Title Objections the Seller has elected Commitment and Purchaser fails to cure, which the Buyer Agrees object to extend for an additional 45 days it in the event Seller has initiated a lawsuit to cure Title Notice on or before the title objection or objections. Title Objections may also be cured Objection Date, as provided in accordance with applicable current titled standards in the Kansas Title Standards Handbooksubsection (a) above.

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 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 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. (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 apply or cause Escrow Agent to apply all or any portion of the Cash Consideration to cause the release or discharge of any Post Signing Voluntary Target Property Encumbrance or Monetary Encumbrance. (b) Except as expressly provided in Section 6.9(a), nothing contained in 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 deemed 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 require the Seller has elected Parties to cure, which the Buyer Agrees take or bring any action or proceeding or any other steps to extend for an additional 45 days in the event Seller has initiated a lawsuit remove any title exception or 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 Handbookexpend any moneys therefor.

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 HandbookSection 6.1(h)(iii).

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 shall convey to share equally with Buyer Purchaser (or Purchaser’s Grantee, as defined in Paragraph 2 (a) of the closing costs Escrow Agreement, if Purchaser so elects in accordance herewith), by a recordable warranty deed, good and marketable fee simple title to the cost Real Property and such other estates, if any, as comprise the Appurtenances, subject only to (i) the matters enumerated in Exhibit D hereto (all of which matters are hereinafter collectively referred to as “Permitted Title Exceptions”) and (ii) each and every Insured Exception (hereinafter defined). Within thirty (30) days after the date hereof, Seller shall: (a) cause the Title Insurer to provide Purchaser with: (i) a title insurance company's commitment (the “Title Commitment”) dated after the date hereof for and an extended coverage 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 (ALTA form 1992), in the amount of the commitment for Purchase Price, naming Purchaser as the proposed insured and covering the title insurance to the Real Property and copies of all each of the exception documents referred to therein Appurtenances, if any, comprising a recorded easement for the benefit of the Land (hereafter each an “Insurable Easement”) (the Real Property and every Insurable Easement are hereinafter collectively referred to as the “Real Estate”); (ii) a legible and complete copy of each of the instruments and documents referred to in the Title Commitment”; (iii) evidence that the Title insurer is prepared to Seller, Buyer, Buyer’s lender issue and make a part of the listing/selling broker as promptly as possible. The Title Commitment shall show a merchantable title vested policy described 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 PeriodTitle Policy”) such endorsements as are enumerated in Exhibit E hereto (collectively, together with such endorsements as are agreed upon in accordance herewith to provide coverage over each Insured Exception, the “Title Insurance Endorsements”), which evidence shall include specimen forms of such required Title Insurance Endorsements. (b) deliver to examine Purchaser a plat of survey of the Real Estate made after the date hereof and so certified by a licensed Illinois land surveyor and bearing a certificate, naming Purchaser (and upon request of Purchaser, Purchaser’s lender) as one of the parties to whom it is addressed, signed and sealed by said surveyor, that (i) said plat and survey on which it is based were made in accordance with “Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys,” jointly established and adopted by ALTA and ACSM in 1999, and includes Items 1-4, 6, 7(a), 7(b), 7(c), 8-10, 11 (a), and 14-16 of Table A thereof, and (ii) said plat reflects the locations of all building lines, easements and areas affected by any recorded documents affecting the Property, as disclosed in the Title Commitment (identified by issuer, commitment number, and advise an effective date after the date hereof) (the “Plat of Survey”). If (i) the Title Commitment discloses anyone other than Seller as being vested with fee simple title to the Real Property, (ii) any title exception is disclosed in writing Schedule B to the Title Commitment which is not one of the Permitted Title Exceptions, or (iii) a matter (which is not a Permitted Title Exception) is disclosed in the Plat of Survey that renders title unmarketable (any such adverse title finding, exception or survey matter being hereinafter referred to as a “Title Defect”), Seller shall use reasonable efforts to cure each such Title Defect (i.e., take such action as will induce the Title Insurer to eliminate such Title Defect from the Title Commitment and/or will induce the surveyor providing the Plat of Survey to amend the same to show the absence of any objections such Title Defect), and if not curable, to cause the Title Company to insure against loss or damage resulting therefrom, pursuant to an endorsement in form and substance reasonably acceptable to Purchaser ("which, in any event, shall require the Title Objections"Insurer to agree to issue the same endorsement to any subsequent title policy covering the Real Estate), provided, however, Purchaser shall have no obligation to accept insurance over any Title Defect, if Purchaser, in its sole discretion, believes such insurance to be unacceptable in relation to the risk presented by said Title Defect. Purchaser shall have fifteen (15) the Buyer may have to Seller's title as shown in days from its receipt of the Title Commitment. Seller shall then have a period of five (5) days in which , all underlying documents and the survey to notify Buyer in writing Seller of those any Title Objections it elects to cureDefect. In the event that any update to the Title Commitment includes a reference to a new lien, encumbrance or other defect which constitutes a Title Defect, Purchaser shall have an additional fifteen (15) day period to notify Seller elects to cure of such defect. Notwithstanding the foregoing, Purchaser need not specify as a Title Defect any encumbrance securing an obligation in a fixed or ascertainable amount which is less than all the amount of cash to be paid by Purchaser at Closing and which lien or encumbrance Seller shall cause to be released upon payment of said amount at Closing. Any and each Title Defect which the Title Company is willing to insure over on terms acceptable to Seller and Purchaser, as aforesaid, is herein referred to as an “Insured Exception.” If within ten (10) days after the document disclosing such Title Defect is provided to Seller, or such later time as Purchaser may agree to, Seller informs Purchaser that any such Title Defect cannot be cured or insured over in the manner aforesaid (which event shall not constitute a default on Seller’s part unless hereafter willfully causes such Title Defect, which shall constitute a default on Seller’s part), or that Seller is unable to obtain one or more of the Title Objections, Buyer title insurance endorsements described above. Purchaser shall have the right either to (i) terminate this Agreement by giving Seller written notice thereof of such election within five ten (510) days of its after receipt of Seller's ’s notice; or (ii) accept title with such Title Defect, or without such required Title Insurance Endorsement, as the case may be, which shall be deemed Purchaser’s election if this Agreement is not so terminated, in the manner aforesaid, and in which case each such Title Defect not so cured or insured over shall be deemed added to and made a part of the Permitted Title Exceptions. Should Purchaser elect to so terminate this Agreement, the Xxxxxxx Money shall be returned to BuyerPurchaser within five (5) days after notice of such election, and thereafter neither party thereupon this Agreement shall have any no further obligation hereunderforce or effect, except as otherwise specified in Paragraph 5 hereof. In the event Buyer If Seller does not terminate this Agreementso notify Purchaser within the aforesaid ten (10) day period that a Title Defect cannot be cured or insured over, Seller shall have until Closing ("Cure Period") in which cause such Title Defect 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 or insured over at or prior to Closing. The Title Commitment, Title Insurance Endorsements, and the Kansas Title Standards HandbookPlat of Survey shall constitute conclusive evidence of Seller’s good and marketable title to the Real Property, as to all matters insured and disclosed thereby, respectively.

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. Seller agrees to share equally with Buyer the closing costs and the cost (a) Buyers will order or have ordered one or more current title commitments for a policy or policies 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 with respect to the commitment for title insurance and copies of all of the exception documents referred to therein Owned Real Property (hereafter collectively referred to as collectively, the “Title Commitment”) ), from Chicago Title Insurance Company (the “Title Company”), together with legible copies of all 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 referenced therein, encroachments and overlaps, zoning laws, ordinances and regulations, those exceptions which are standard to sufficient for the issuance of a policy or policies of commercially reasonable title insurance in for the State of Kansas or as specified hereinOwned Real Property (collectively, and those matters attaching to the title by reason of Buyer taking title to the real property“Title Policy”). Buyer shall have promptly upon receipt provide a period of five (5) days following receipt copy of the Title Commitment and exception documents to Sellers. (b) Within 180 days after the Effective Date, Buyer may, at its expense, obtain current as-built surveys of the Owned Real Property (each, a “Survey” and, collectively, the “Surveys”) or such portions thereof as Buyer elects. Buyer shall promptly upon receipt furnish a copy of each Survey to Sellers. (c) The Title Commitment and the Surveys (to the extent obtained by Buyer pursuant to Section 5.5(b)) are collectively referred to as “Title Evidence.” Buyer shall notify Sellers, in writing, within 20 Business Days after Buyer’s receipt of the last of the Title Evidence (the “Title Objection Period”) of any liens, claims, encroachments, exceptions or defects disclosed in which to examine the Title Evidence (collectively, “Defects”); provided, however, that the term “Defects” shall not include any liens, claims, encroachments, exceptions or defects that are Permitted Exceptions; provided further, however, that any lien, claim, encroachment, exception or defect that qualifies as a Permitted Exception solely by virtue of being disclosed by the Title Commitment or the Surveys shall not be excluded from the term “Defects”. Any Defect or Encumbrance to which Buyer does not timely object shall be deemed to be a Permitted Exception. Notwithstanding anything herein to the contrary, Sellers agree (i) to satisfy and advise discharge (including the filing of appropriate satisfaction instruments in connection therewith), at or prior to Closing, all mortgages, deeds of trust, financing statements, mechanics’ liens, judgment liens and similar liens encumbering any Owned Real Property and/or the interest of any Seller in writing any Owned Real Property (each, a “Monetary Encumbrance” and, collectively, the “Monetary Encumbrances”), to the extent any such particular Monetary Encumbrance can be satisfied and discharged by the payment of a definite and ascertainable sum of money, and (ii) to cure any other Defects (i.e., any Defects other than Monetary Encumbrances) encumbering or otherwise affecting any Owned Real Property and/or the interest of any objections ("Sellers in any Owned Real Property that were communicated in writing within the Title Objections") the Buyer may have to Seller's title as shown Objection Period and that, individually or in the Title Commitment. Seller aggregate, materially and adversely affect the operation of the Healthcare Businesses (collectively, “Non-Monetary Encumbrances”); provided, however, that Sellers shall then have a period of five not be required to expend, in the aggregate, more than One Million Dollars (5$1,000,000.00) days (the “Non- Monetary Cure Threshold”) to cure the Non-Monetary Encumbrances; provided, further, that in which to notify Buyer in writing of those Title Objections it elects to cure. In the event Seller elects Sellers are unable to cure less than all any Non-Monetary Encumbrances, either as a result of the Title Objectionstotal expenses incurred by Sellers with respect to the curing of Non-Monetary Encumbrances exceeding the Non- Monetary Cure Threshold or because such cure is beyond Sellers’ reasonable control despite Sellers’ good faith, commercially reasonable efforts, then Sellers shall provide written notice to Buyer thereof, such inability of Sellers to cure shall not constitute a default of Sellers, and Buyer shall have have, as its sole remedy, the right to terminate this Agreement by giving Seller upon written notice thereof within five (5) days to Sellers. Subject to the terms and limitations of its receipt of Seller's noticethis Section 5.5(c), in which case the Xxxxxxx Money Sellers 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 use commercially reasonable efforts to cure any liens, claims, encroachments, exceptions or defects disclosed in the Title Objections Evidence and encumbering or otherwise affecting any Owned Real Property and/or the Seller has elected interest of any Sellers in any Owned Real Property that were communicated to cureSellers in writing within the Title Objection Period. As used herein, the term “Monetary Encumbrance” shall not include any encumbrance the removal of which is an obligation of any tenant pursuant to a Lessor Lease, to the Buyer Agrees extent such particular Lessor Lease expressly permits the lessor thereunder to extend for an additional 45 days remove or cure such encumbrance on behalf of the lessee thereunder in the event Seller has initiated such lessee fails to do so within a lawsuit reasonable period of time. For purposes of this section, a Defect shall be deemed cured if the Title Company agrees to cure (i) delete the Defect from the applicable title objection policy or objections. (ii) issue an endorsement or other provision to the applicable title policy reasonably acceptable to Buyer obligating the Title Objections may also be cured in accordance with Company, within the limits of the applicable current titled standards title policy, to protect Buyer against any loss or damage incurred on account of such Defect. (d) Section 12.12 shall govern which party or parties shall bear the costs and expenses of the Title Commitment, the Title Policy and the Surveys. (e) Buyer and Sellers hereby acknowledge and agree that, to the extent required by Title Company, at the Closing, Buyer shall pay, by wire transfer of immediately available funds pursuant to Section 1.1(d)(vi), the portion of the Purchase Price allocated to the transfer of the Owned Real Property to Buyer in the Kansas manner set forth in Section 1.4(a) (i.e., the Owned Real Property Purchase Price) to Title Standards HandbookCompany, in lieu of any other obligation of Buyer contained herein to wire, pay or otherwise provide such portion of the Purchase Price to any other Person or in any other manner, and such portion of the Purchase Price shall be (i) held by Title Company pursuant to a commercially reasonable escrow agreement reasonably approved by Buyer and Sellers and (ii) distributed by Title Company at Closing pursuant to the Funds Flow Memorandum; it being the intent of Buyer and Sellers that the portion of the Purchase Price allocated to the transfer of the Owned Real Property in the manner set forth in Section 1.4(a) shall, to the extent required by Title Company, flow through Title Company in a manner consistent with customary closing procedures of commercial real property acquisitions and dispositions involving title insurance companies in the State of North Carolina.

Title Matters. Seller agrees (a) Jamex Xxxer has caused or, as soon as practicable after the execution and delivery of this Agreement, Jamex Xxxer shall cause, to share equally with Buyer be issued one or more title commitments (whether one or more, the closing costs and the cost "Title Commitment") for policies of a owner's title insurance company's commitment for with respect to the Real Property (the "Real Property Title Commitment") and policy policies of title insurance. Buyer shall pay for any lender’s/mortgagee’s/instrument holder’s leasehold title insurance coveragewith respect to the Major Leases (the "Major Leases Title Commitment"). The title insurance company will furnish a copy At Buyer's request, Closing may be postponed until the date that is 45 days after the later of the commitment for title insurance and date hereof or the date of Jamex Xxxer's delivery to Buyer of the Real Property Title Commitment together with copies of all of the exception recorded documents referred to therein (hereafter collectively referred to listed 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 Real Property Title Commitment (collectively, the “Objection Period”) "Real Property Title Package"). Within 15 days of the later of the date 35 hereof or the date of Jamex Xxxer's delivery to Buyer of the Real Property Title Package, Buyer shall notify Jamex Xxxer of any title matter reflected in which to examine the Real Property Title Commitment and advise Seller that constitutes a breach of the representation set forth in writing Section 5.11 (any such title matter being a "Title Defect"). (b) At Buyer's request, Closing may be postponed until the date that is 45 days after Jamex Xxxer's delivery to Buyer of the Major Leases Title Commitment, together with copies of all recorded documents listed as title exceptions in the Major Leases Title Commitment (collectively, the "Major Leases Title Package"). Within 15 days of Jamex Xxxer's delivery to Buyer of the Major Leases Title Package, Buyer shall notify Jamex Xxxer of any objections title matter reflected in the Major Leases Title Commitment that constitutes a breach of the representation set forth in Section 5.11 (any such title matter being a "Title ObjectionsDefect"). (c) Within 15 days of receiving notice from Buyer of any Title Defect, Jamex Xxxer shall notify Buyer, with respect to each such Title Defect, whether Jamex Xxxer has elected to (i) cure such matter or otherwise cause the Buyer may have same to Seller's title as shown in be deleted from, or insured over in, the Title Commitment. Seller , (ii) pay to Buyer the amount by which the value of the Real Property is diminished as a result of the existence of such Title Defect at Closing (or as soon thereafter as the amount can be established, the parties hereby agreeing to enter into an appropriate agreement at Closing relating to the establishment of such amount by reference to the conclusion of qualified real estate appraisers if Jamex Xxxer elects to make such payment in respect of any Title Defect and the parties cannot agree by Closing as to the amount of such diminution in value); or (iii) take no action with respect to such Title Defect; provided Jamex Xxxer shall then have be required to remove any lien which is not a period Permitted Encumbrance securing a monetary obligation which can be removed by the payment of five (5) days in money the amount of which to notify Buyer is ascertainable from the face of the document or which has been determined in writing from the holder of those such obligation. If Buyer does not deliver written notice of its objections to any Title Objections it elects to cure. In Defect within the event Seller elects to cure less than all of the Title Objectionstime specified above for such notice, Buyer shall be deemed to have waived all rights it may have against Jamex Xxxer (including the right to refuse to consummate the transactions called for in this Agreement or the right otherwise to claim breach of the representation set forth in Section 5.11) with respect to such Title Defect. If Jamex Xxxer fails to respond, within the time set forth above, to any objection to Title Defects timely delivered by Buyer as set forth above, Jamex Xxxer shall be deemed to have elected to respond as set forth in subsection (ii) above with respect to such Title Defect. If Jamex Xxxer elects to respond as set forth in (iii) above with respect to one or more Title Defects, Buyer may terminate this Agreement by giving Seller written delivering notice thereof within five (5) days of its receipt of Seller's notice, in which case the Xxxxxxx Money shall be returned election 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.do so

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. 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. 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 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 (i) Purchaser may obtain a commitment to share equally with Buyer insure title to 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 Premises (hereafter collectively referred to as the “Title Commitment”) ), together with copies of any exception documents. Within the Due Diligence Period stated in Article 16 hereof, Purchaser shall deliver to Seller, Buyer, Buyer’s lender and Seller any written objections to matters reflected in the listing/selling broker as promptly as possible. The Title Commitment shall show a merchantable title vested in Selleror Survey, subject to easementsif any (“Purchaser’s Title Objections”). If Seller does not receive notice of Purchaser’s Title Objections within such period, 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 Purchaser shall have a period of waived its right to object and shall accept such title as Seller is able to convey. (ii) Within five (5) days following after receipt of the Title Commitment (the “Objection Period”) in which to examine the Title Commitment and advise Seller in writing of any objections ("Purchaser’s Title Objections") the Buyer may have to Seller's title as shown in the Title Commitment. , if any, Seller shall then have a period notify Purchaser, in writing, of which of Purchaser’s Title Objections it will cure as of Closing, and which objections it will not (“Seller’s Cure Notice”). Within five (5) days after receipt of Seller’s Cure Notice, the Purchaser shall notify Seller, in which writing, whether it will proceed to notify Buyer in writing of those Title Objections it elects Closing accepting such title as Seller is able to cure. In the event Seller elects to cure less than all of the Title Objectionsgive, Buyer shall have the right to or terminate this Agreement and receive a refund of the Xxxxxxx Money Deposit. If Seller is unable to remedy any title defects it agreed to cure in Seller’s Cure Notice by giving the Closing Date, Seller shall have an additional five (5) days to do so. Upon removal of such defects, Seller shall reschedule the Closing Date upon five (5) days’ written notice thereof to Purchaser. If Seller fails to respond to Purcahser’s Title Objections in writing within five (5) days as contemplated herein, the Seller shall be deemed to have elected to cure all of its receipt Purchaser’s Title Objections at or before Closing. (iii) If Seller is unable to or refuses to remedy such title defects as it agreed to cure in Seller’s Cure Notice, then Purchaser may (i) terminate this Agreement and receive a refund of Seller's notice, in which case the Xxxxxxx Money Deposit; (ii) close the sale and accept such title as Seller is able to convey without any reduction in the Purchase Price and without any other liability on the part of Seller (and any title defects will be deemed Permitted Exceptions); or (iii) pursue any available action at law or in equity. The elections set forth in (i) through (iii) above are cumulative in nature, and not exclusive. (iv) All other title charges and expenses 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 Handbookat Purchaser’s expense.

Title Matters. Buyer shall not be obligated to purchase the Subject Property unless at, or prior to, closing each of the following conditions has been met or Buyer has waived said conditions in writing. Seller agrees to share equally cooperate with Buyer and to execute any documents that may be necessary or convenient to the closing costs performance of these conditions. a) Within five (5) days of the Effective Date, Buyer, at Seller’s expense, shall order and the cost of upon receipt furnish to Seller a title insurance company's commitment for a standard Owner’s Title Insurance Policy from 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 Total Purchase Price, with legible copies of all of the exception documents referred to 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 Commitment, Buyer shall raise any objections to title, which objections shall be made 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 fifteen (515) days in which to notify Buyer in writing from receipt of those Buyer’s Title Objections it elects to cureremove and/or cure same. In the event Seller elects If Seller, after expending diligent efforts, is unable to remove and/or cure less than all of the such Title Objections, Objections Buyer shall 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 Title Objections, or (iii) terminate this Agreement and in such event, Escrow Holder shall return the Xxxxxxx Money Deposit to Buyer without execution of any release or consent by Seller. b) Seller has elected shall convey to cureBuyer good and marketable title to the Subject Property, which shall be free and clear of all liens, leasehold interests, tenancies, encumbrances, and other exceptions to title, except the liens of taxes and assessments not yet due and payable, and those exceptions approved in writing by Buyer Agrees or otherwise deemed approved as provided herein (“Permitted Exceptions”). c) The Escrow Holder shall be prepared to extend for an additional 45 days in obtain or issue from the event Seller has initiated Title Company designated herein, upon closing, a lawsuit to cure the title objection or objections. standard coverage Owner’s Policy of Title Objections may also be cured in accordance with applicable current titled standards in the Kansas Title Standards HandbookInsurance at Seller’s expense.

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 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 (a) On or prior to share equally with Buyer ten (10) days after the closing costs and the cost of Execution Date, Purchaser, at its expense, shall request (i) a preliminary binder(s) or 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 commitment(s) (hereafter collectively referred to as collectively, the “Title Commitment”) sufficient for the issuance of A.L.T.A. Extended Coverage Owner’s Title Insurance Policy with respect to Sellerthe Owned Real Property together with such endorsements as are customary in West Virginia, Buyer(the “Owner’s Title Policy”) and an A.L.T.A. Extended Coverage Leasehold Title Policy with respect to any ground lease specified in Schedule 4.8 together with such endorsements as are customary in West Virginia, Buyer(the “Leasehold Title Policy”) (the Owner’s lender Title Policy and the listingLeasehold Title Policy are collectively referred to in this Agreement as the “Title Policy”), issued by First American Title Insurance Company (the “Title Company”), together with true, correct and legible copies of all instruments referred to therein as conditions or exceptions to title (the “Title Instruments”) and (ii) shall order an A.L.T.A. survey of the Owned Real Property complying with the Minimum Standard Detail Requirements for ALTA/selling broker as promptly as possibleASCM Land Title Survey for the Owned Real Property (the “Survey”). The cost of the Title Commitment Policy and the Survey 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 be borne by reason of Buyer taking title to the real property. Buyer shall have a period of five Purchaser. (5b) Within ten (10) business days following after receipt of the Title Commitment (and the “Objection Period”) in which Survey, Purchaser shall deliver a copy thereof to examine the Title Commitment Seller and advise Seller in writing (the “Title Notice”) of any objections survey or title matters that, in Purchaser’s sole discretion, will adversely affect, impede or hinder Purchaser’s use of the Real Property ("Title collectively, the “Objections") the Buyer may have to Seller's title as shown in the Title Commitment”). Seller shall then have give written notice to Purchaser within three (3) business days of Seller’s receipt of the Title Notice of any Objections which Seller is willing and able to cure (Seller having no obligation whatsoever to cure). Purchaser shall permit such time as is reasonably necessary, including a period reasonable extension of five (5) days the date of Closing, in which to notify Buyer in writing of those Title cure any Objections it elects identified by Seller as items to curebe cured. In the event Seller elects advises Purchaser of its inability or unwillingness to cure less than all one or more Objections (or in the event Seller does not give any responsive notice within such three-day period), Purchaser, within the earlier to occur of three (3) business days after receipt of Seller’s response, or the expiration of such three-day period for Seller’s response, shall elect either to (i) waive such objections and proceed to Closing without any adjustment to any of the Title Objectionsterms of this Agreement, Buyer shall have the right to or (ii) terminate this Agreement by giving Seller written notice thereof within five (5) days of its receipt of to Seller's notice, in which case event the Xxxxxxx Money Parties shall be returned relieved of all further liability hereunder (except those which expressly survive termination); provided, however, that Purchaser shall return all materials provided by Seller to BuyerPurchaser, as well as copies of any reports or results arising from Purchaser’s inspections, tests, and thereafter neither party shall have any further obligation hereundersurveys of the Real Property. In the event Buyer If Purchaser does not terminate this Agreementgive timely notice of such election, Purchaser shall be deemed to have elected the option to waive the Objections specified in clause (i) immediately above. (c) All matters affecting title to the Real Property as of the date of Purchaser’s survey and title report that are not objected to in the Title Notice or waived (or deemed waived) by Purchaser shall be deemed consented to by Purchaser, and (i) all such deemed consented matters, (ii) any subsequent title matters permitted hereby, consented to by Purchaser, or not otherwise arising through Seller’s acts or omissions, and (iii) any other survey or title matter that does not materially and adversely affect insurability of title, marketability, use, occupancy, possession, ownership or utility of the Real Property, shall be collectively referred to herein as “Permitted Encumbrances,” in addition to those matters identified as Permitted Encumbrances in Section 2.7(a) hereof (other than The Huntington National Bank liens and encumbrances to be discharged at or prior to the Closing). The state of title at the date of Closing shall be subject only to the Permitted Encumbrances, except as permitted hereby. Except for Permitted Encumbrances, on or after the Execution Date, Seller shall have until Closing ("Cure Period") neither take, nor consent to, any steps or actions which will in which any manner adversely alter the status of the title to cure the Title Objections the Seller has elected to cureReal Property without Purchaser’s prior written consent, which consent shall not be unreasonably withheld. Except for Permitted Encumbrances, Seller shall not execute, grant or record any easements, covenants, conditions, liens, restrictions, leases or other agreements or matters with respect to 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 Real Property without Purchaser’s prior written consent, which shall not be cured in accordance with applicable current titled standards in the Kansas Title Standards Handbookunreasonably withheld.

Title Matters. (a) Seller agrees Parties shall have furnished to share equally with Buyer copies of any existing title insurance policies, title commitments or title examinations or reports relating to the closing costs and Real Property issued to or in the cost possession of the Seller Parties (the “Existing Title Work”). During the Inspection Period, Buyer may, at the Buyer’s expense, obtain title insurance commitments (the “New Title Work”) for the issuance at Closing of an Owner’s Policy of Title Insurance in current ALTA form (the “Owner’s Policy”) issued through a title insurance company's commitment for company selected by Buyer (the “Title Company”) and policy insuring good and marketable fee simple title to the Real Property in the Target Entities in the amount of title insurancethe Purchase Price being allocated to the Real Property. The Buyer shall pay for any lender’s/mortgagee’s/instrument holder’s title insurance coverage. The title insurance company will furnish deliver, or cause to be delivered, to the Seller Parties a copy of any New Title Work obtained by the commitment for title insurance and Buyer concurrently with, as promptly following the Buyer’s receipt thereof. (i) Seller Parties shall have furnished to Buyer copies of all any existing land title or as-built surveys of the exception documents referred Real Property (the “Existing Surveys”). During the Inspection Period, the Buyer may review the Existing Surveys and any current surveys of the Real Property commissioned by the Buyer at its expense and the corresponding surveyor’s certificates (the “New Surveys” and collectively with any Existing Surveys, the “Surveys”). The Buyer shall deliver, or cause to therein be delivered, to the Seller Parties a copy of any New Surveys commissioned by the Buyer concurrently with, or promptly following, the Buyer’s receipt thereof. (hereafter ii) The Existing Title Work, the New Title Work and the Surveys are collectively referred to as the “Title Commitment”) to SellerEvidence.” If the Buyer discovers any mortgages, Buyerleases, Buyer’s lender and the listing/selling broker as promptly as possible. The Title Commitment shall show a merchantable title vested in Sellerliens, subject to easements, restrictions and protective covenants of recordzoning matters, right-of-way’sencroachments, setbacksreservations, tenant rightsrestrictions, 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 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 encumbrances to the title by reason of Buyer taking Target Entities’ title to the real property. Real Property other than the Permitted Encumbrances (as hereinafter defined) or the Section 4(b)(iii) Liens (as hereinafter defined) that does or would prevent, prohibit or materially adversely affect the Target Entities title to the Real Property, or the use, operation, development and/or value of a Facility (any such matter being referred to hereinafter as a “Material Title Defect”) and which are objected to by the Buyer shall have a period of five (5an “Objection”) days following receipt of the Title Commitment in writing (the “Objection PeriodNotice”) in which to examine during or at 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 end of the Title ObjectionsInspection Period, 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 Parties shall have until the Closing ("Cure Period") in which to cure the Title Objections or remove (but the Seller has elected Parties shall have no obligation to curedo so, 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.except as otherwise provided

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. 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: 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. Seller agrees (a) Within twenty (20) days after the effective date of this Lease, Landlord shall order from a title company acceptable to share equally with Buyer Tenant (“Title Company”) (i) a current Title Insurance Commitment (the closing costs “Title Report”) that commits to insure Tenant’s leasehold interest in the Premises, and (ii) one copy of all recorded documents to which reference is made in the schedules to that Title Report. Landlord must cause the Title Company to deliver the Title Report and the cost associated documents to Tenant within thirty (30) days after the date of full execution of this Lease. Within that same time period, Landlord must also deliver to Tenant a copy of all unrecorded instruments affecting title to the Premises and a certificate by which Landlord certifies to Tenant that those copies are true, correct and complete and there are no other unrecorded instruments in force that affect title to the Premises; (b) Within thirty (30) days after the date of Tenant’s receipt of the last of the Title Report, the Survey required by virtue of Section 7.01 (d) below, and the other documents that Landlord must deliver or cause to be delivered in accordance with the terms of Section 7.02, Tenant must either submit to Landlord written objections to the condition of title to the Premises, as reflected in those delivered items, or give Landlord written notice that it finds the condition of title to the Premises, as reflected in the delivered items, to be acceptable. For purposes of this Lease, the term “Permitted Exceptions” shall mean and include only those matters that affect title to the Premises, that Landlord has disclosed to Tenant by means of the deliveries made in accordance with the terms of Section 7.02, and that Tenant acknowledges to be acceptable to it by means of written notice to Landlord. Without Tenant’s prior written approval (which approval shall not be unreasonably withheld by Tenant with respect to Landlord’s creation of utility easements serving only the Premises), Landlord must not permit title to the Premises to be affected by any liens, encumbrances, easements, rights-of-way, restrictions, conditions, covenants, rights or other matters that come into existence or appear of record for the first time after the effective date of the Title Report (“Intervening Encumbrances”), except for Intervening Encumbrances that come into existence by operation of law without action on Landlord’s part. If Landlord proposes to create an Intervening Encumbrance or an Intervening Encumbrance comes into existence by operation of law without action on Landlord’s part, Tenant must either submit to Landlord written objection to the Intervening Encumbrance or manifest by written notice to Landlord its acceptance of the Intervening Encumbrance as a Permitted Exception within twenty (20) days after the date of Tenant’s receipt of the last 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 written notice by which Landlord describes the Intervening Encumbrance, a copy of the commitment for instrument that creates or will create, or that evidences, the Intervening Encumbrance, and, if Tenant requests, a revised survey plat showing the areas within the Premises affected by the Intervening Encumbrance. Tenant may object to title insurance and copies matters in accordance with the terms 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 this Section 7.01 only if Tenant determines 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 its sole discretion that those matters attaching to the title by reason of Buyer taking render title to the real propertyPremises unmarketable or could result during the Term in unreasonable interference with the normal operation of its business on the Premises. Buyer Among the matters to which Tenant may object are (i) any easements, encumbrances or exceptions to title existing on or as of the effective date of this Lease, (ii) the depiction on the Survey of any encroachment of improvements from or onto the Land or any encroachment across any building setback line or into any easement, (iii) the failure of the legal description set forth in Exhibit “A” to close, (iv) the depiction on the Survey of any strips or gores, or (v) the inability of the surveyor preparing the Survey to specifically locate and to depict on the Survey any appurtenant easements because of incomplete descriptions or for other reasons; (c) If Tenant objects to any title matter in accordance with the terms of this Section 7.01, Landlord shall have eliminate the effect of that title matter on the title to the Premises within twenty (20) days after the date of the delivery of Tenant’s objection. If Landlord fails to timely perform the foregoing obligation within the twenty (20)-day period described above in this Section 7.01, Tenant may terminate this Lease by delivering written notice to Landlord at any time prior to the earlier of the date that is thirty (30) days after the date of the expiration of that twenty (20)-day period; (d) Unless Tenant waives the requirement in writing, Landlord shall deliver to Tenant, at Landlord’s expense, within thirty (30) days after the date of full execution of this Lease, an ALTA survey plat (the “Survey”) that depicts the Land and that a period land surveyor, who is duly licensed in the state where the Land is located and is acceptable to Tenant and the Title Company, prepares on the basis of a current survey of the Land. The surveyor must conduct his or her survey of the Land, and prepare and certify the Survey, in accordance with the requirements of this Section 7.01 (d) and such other standards as Tenant may establish. The Survey will show such state of facts as a detailed physical inspection of the Land would reveal, including, without limitation, (i) the courses and measured distances of the exterior property lines of the Land, (ii) the area of the Land expressed in square feet, (iii) the location of adjoining streets, (iv) the location of setback lines and easements, each identified, if appropriate, by the recording references of the recorded instrument that created that setback line or easement, (v) the location of encroachments, if any, upon the Land, and (vi) the location and path of utility connections, if any, for the Improvements. With respect to the easements burdening and benefiting the Land, the Survey will specifically identify their location and dimensions. The Survey will include a certification that, with respect to any support utility and mechanical easements depicted on the Survey, there are no gaps or gores between the Land and the point of commencement of the easements and those easements with no gaps or gores, from the Land to dedicated and accepted public utility easements. The legal description of the Land appearing on the Survey will be the same as that appearing in the Title Report. In addition, the surveyor must prepare and certify the Survey in accordance with the Minimum Standard Detail Requirements for land title surveys adopted by the American Land Title Association and American Congress on Surveying and Mapping. The Survey will include a certification as to whether any part of the Land lies within an area that the Federal Emergency Management Agency has designated as a flood prone or flood hazard area. Landlord must also cause, at Landlord’s cost and expense, such additional survey work as may be necessary or required by the Title Company to be completed in a timely fashion for issuance of the final title insurance policy free and clear of survey exceptions. If required by the Title Company, Landlord must also cause the surveyor to recertify the Survey to the satisfaction of Tenant and the Title Company no more than five (5) days following receipt prior to the Title Policy Date; (e) At Tenant’s election, but subject to Tenant’s payment of the applicable premium, Landlord must cause the Title Commitment Company to issue in Tenant’s favor within one hundred twenty (120) days after the effective date of this Lease (“Title Policy Date”) an extended form ALTA 1992 Form B owner’s policy of title insurance (the “Objection PeriodTitle Policy”) ), together with any endorsements that Tenant considers necessary. The Title Policy must insure Tenant’s good and marketable leasehold interest in which the Premises in an amount designated by Tenant subject only to examine exception from insurance coverage for the Permitted Exceptions. Without limiting the generality of the foregoing, in order for the Title Commitment and advise Seller in writing Policy to satisfy the requirements of any objections this Section 7.01(e), ("Title Objections"i) the Buyer may have to Seller's title as shown in Title Company must delete all standard exceptions from the Title Commitment. Seller shall then have a period of five Policy; (5ii) 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 ObjectionsPolicy must affirmatively insure over all survey matters, Buyer shall whether based upon matters of record or otherwise; (iii) the Title Company must endorse the exception as to restrictive covenants “None of Record” except for Permitted Exceptions; (iv) the Title Policy must include a standard form endorsement 100, a zoning endorsement and a contiguity endorsement and a statement that all taxes and general and special assessments that became due prior to the Title Policy Date have been paid; (v) the right Title Company must limit the exception as 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 lien for taxes to Buyergeneral real property taxes for the current year not yet due and payable and subsequent years, and thereafter neither party shall have any further obligation hereunder. In the event Buyer does not terminate this Agreement, Seller shall have until Closing must endorse that exception “Not yet delinquent by nonpayment”; and ("Cure Period"vi) in which to cure the Title Objections Policy must include an endorsement that insures unconditional legal access to the Seller has elected to cure, which Premises from all adjoining public or private streets or ways and from any parking facility adjoining and serving 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.Premises;

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) Attached hereto as Exhibit M is 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”) issued by the Title Company to Seller, Buyer, Buyer’s lender and Purchaser pursuant to which the listing/selling broker as promptly as possible. The Title Commitment shall show Company has agreed to issue to Purchaser at Closing 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 policy in the State amount of Kansas or as specified hereinthe Purchase Price (the “Title Policy”). Purchaser has also received from Seller a copy of an ALTA/ACSM Land Title Survey of the Property certified September 17, and those matters attaching 2003 prepared by X.X. Xxxxxxx, Inc. Engineers/Planners/Surveyors (the “Existing Survey”). Purchaser shall have the right, at its option, to obtain prior to the title by reason Closing, at Purchaser’s expense, an update of Buyer taking title the Existing Survey or a new survey (the “Updated Survey”). Seller agrees that on or prior to the real property. Buyer Closing Date Seller shall have a period comply with the provisions of five paragraphs (5E), (H), (L) days following receipt and (R) of Schedule B, Section One of the Title Commitment Commitment. (b) Notwithstanding anything to the “Objection Period”) contrary contained elsewhere 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 be obligated, at its sole cost and expense, to cure or satisfy all Monetary Objections at or prior to Closing, and Seller may use the proceeds of the Purchase Price at Closing for such purpose. For purposes of this Agreement, the term “Monetary Objections” means: ("Cure Period"a) any mortgage, deed to secure debt, deed of trust or similar security instrument encumbering all or any part of the Hotel, (b) mechanics’, materialman’s or similar lien, (c) the lien of ad valorem real or personal property taxes, assessments and governmental charges affecting all or any portion of the Hotel which are delinquent, (d) any judgment of record against Seller in the county or other applicable jurisdiction in which the Hotel is located and (e) any monetary liens or encumbrances other than those described in the foregoing items (a) through (d), voluntarily created or suffered by Seller affecting title to the Hotel. Notwithstanding the foregoing, Seller shall not be obligated to cure or satisfy all Monetary Objections set forth in clauses (b), (d) and (e) in excess of $500,000 in the aggregate. For the avoidance of doubt, the foregoing $500,000 cap shall not operate to make any monetary lien or encumbrance set forth in clauses (b), (d) and (e) a Permitted Exception; if any such monetary lien or encumbrance would be a Monetary Objection but for the fact that the aggregate liquidated amount of some or all other monetary liens or encumbrances affecting title to the Hotel (other than those described in clause (a) and (c) above, which shall be Monetary Objections regardless of their individual or aggregate liquidated amounts) is equal to cure or greater than $500,000, such monetary lien or encumbrance shall become a Permitted Exception only if it is disclosed in the Title Objections Commitment and Purchaser fails to object to it on or before the Seller has elected to cure, which expiration of 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 HandbookDue Diligence Period.

Title Matters. Seller agrees to share equally with Buyer (a) During the closing costs Due Diligence Period, Purchaser shall obtain from the Title Company, at its sole cost and the cost of expense, a current title insurance company's commitment for an ALTA extended owner's policy with respect to each Property including the North Bay View Parcel, together with complete and policy legible copies of all instruments and documents referred to as exceptions to title insurance(collectively, the "Title Commitments"). Buyer Purchaser shall pay for any lender’s/mortgagee’s/instrument holder’s title insurance coverage. The title insurance company will furnish provide (or shall cause the Title Company to provide) Sellers with a copy of the commitment for title insurance initial Title Commitments and copies of all updates thereto, including, within three (3) Business Days after the expiration of the exception documents referred Due Diligence Period, the Title Commitments dated most recently prior to therein the expiration of the Due Diligence Period. If Purchaser does not deliver the Termination Notice during the Due Diligence Period, Purchaser will be deemed to have approved all Permitted Encumbrances. Notwithstanding the foregoing, each Seller shall cause all monetary liens not relating to the Loans or the Loan Documents encumbering its Property (hereafter collectively referred to as the “Title Commitment”e.g., mechanics' liens) 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 be released at or as specified herein, and those matters attaching prior to the title by reason Closing; 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 reasonably acceptable to Purchaser and such liens are released promptly following the Closing. Each Seller's obligation to cause the release of Buyer taking title any such liens pursuant to the real propertyimmediately preceding sentence shall survive the Closing. (b) In the event that any Seller decides to encumber its Property with an additional title matter, such Seller shall give Purchaser written notice thereof together with a copy of the document, instrument or other matter to be imposed against or on the Property ("Additional Exception"). Buyer shall have a period of Within five (5) days following Business Days after receipt of the Title Commitment a notice (the “Objection Period”and a copy) in which to examine the Title Commitment and advise Seller in writing of any objections ("Title Objections") the Buyer may have Additional Exception with respect to Seller's title any Property, Purchaser shall give Seller notice of its approval or disapproval thereof. Purchaser shall not withhold its approval of any such Additional Exception which would qualify as shown a Permitted Encumbrance specified in the Title Commitment. Seller shall then definition of Permitted Encumbrance which does not have a period material adverse effect on the value or use of the Property by Purchaser, Tenant or Manager. If Purchaser fails to respond within said five (5) days Business Day period, Purchaser shall be deemed to have approved such Additional Exception. Notwithstanding any language to the contrary herein, Purchaser hereby consents to the refinancing of Emerald Bay Manor provided (i) such refinancing conforms to the terms set forth in which to notify Buyer SCHEDULE L and (ii) Purchaser receives notice of such refinancing within three (3) Business Days of consummation and in writing of those Title Objections it elects to cureany event within the Due Diligence Period. In the event Seller elects to cure less than all Upon consummation of the Title ObjectionsEmerald Bay Manor Property refinancing as contemplated by the terms of the immediately preceding sentence or as otherwise reasonably approved by Purchaser, 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, all Loan Documents in which case the Xxxxxxx Money connection therewith shall be returned deemed Permitted Exceptions. Notwithstanding anything herein to Buyerthe contrary, an Additional Exception shall not include any monetary encumbrance not relating to the Loans or the Loan Documents encumbering its Property (e.g., mechanics' liens) and thereafter neither party the applicable Seller shall have discharge or cause the Title Company to insure over in a manner reasonably acceptable to Purchaser all such monetary encumbrances on or before the Closing Date. No consent or approval to any further obligation hereunder. In Additional Exception by Purchaser shall constitute an agreement by Purchaser to pay any special assessment or other tax or levy arising under such Additional Exception that would otherwise be payable by the event Buyer does not terminate applicable Seller under 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. (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 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 all Exceptions forming the basis for such uncured Title Objections shall have become Permitted Liens and set forth in Section 1.1(a) of the Disclosure Schedules. (b) Each Title Policy shall insure good and marketable fee simple title to the Owned Real Property and valid and enforceable leasehold interests in the Leased Real Property in the Company for an amount determined by Buyer in its sole but reasonable discretion (subject to any further obligation hereunderlimitations imposed on the Title Company by applicable Law and underwriting requirements) and subject to Permitted Liens and the standard printed exceptions in the promulgated Title Policy form; provided, that Buyer may cause the Title Company, at Buyer’s sole cost and expense, to issue any available endorsement or to otherwise limit or cause the removal of such standard printed exceptions. Provided that Seller will not thereby incur any liabilities in excess of those incurred by Seller under this Agreement, Seller agrees to reasonably cooperate with Buyer in executing any documents reasonably requested by the Title Company which may be necessary to issue the Title Policies, including providing any factually true affidavit reasonably requested by the Title Company or Buyer to evidence the payment or satisfaction of any Liens and removal of the standard printed exceptions in the promulgated Title Policy form, to evidence the payment of any Taxes affecting the Owned Real Property or the Leased Real Property, to certify any of the representations set forth in Section 4.3(a), or to evidence the satisfaction of any other matter which Buyer may be required to establish in order to obtain the Title Policy or any endorsement thereto. (c) Seller shall not be obligated to provide any new or updated surveys of any of the Real Property Interests; however, Seller agrees to reasonably cooperate with Buyer and its Diligence Representatives prior to Closing to permit Buyer to attempt to procure one or more aerial photographs of the Refinery on which the boundaries of the Owned Real Property and Leased Real Property shall be overlayed together with those easements and other encumbrances reasonably requested by the Buyer which are capable of being located and plotted without setting or specifically locating pins at the Refinery (the “Surveys”) as Buyer deems necessary, all at Buyer’s sole risk, cost and expense. In the event Buyer that this transaction does not terminate this Agreementclose, provided that the Company has received a copy of the Surveys, Seller agrees to reimburse Buyer for the cost of the Surveys. (d) Within 45 days following the Execution Date, Seller shall have until Closing ("Cure Period"prepare and deliver to Buyer a Section 6.8(d) in of the Disclosure Schedules which shall set forth to cure the Title Objections Knowledge of Seller a list of the Seller has elected to curepipeline easements, rights of way, servitudes and licenses which the Buyer Agrees to extend for an additional 45 days in Company or any Affiliate of the event Company owns and which serve the Refinery, provided however, Seller has initiated makes no representation that the list of the pipeline easements, rights of way, servitudes and licenses will be without gaps or defects based on the lack of 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 Handbooksurvey.

Title Matters. Seller agrees to share equally with Buyer the closing costs As part of its Due Diligence investigation, Optionee may, at its sole cost and the cost of expense, 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 or an Attorney's Title Opinion ("Title Documentation") from either a reputable title insurance company will furnish licensed to do business in the State of Utah or an attorney chosen by Optionee ("Title Insurer"), and shall deliver a copy of the commitment for title insurance Title Documentation to Optionor and copies of all Optionee at least three (3) months prior to the end of the exception documents referred to therein Option Term (hereafter collectively referred to as "Title Period"); the “parties agree that the Title Commitment”) to Seller, Buyer, Buyer’s lender and Period shall automatically expire at 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 end of the Title Commitment (Option Term. i. In the “Objection Period”) in which to examine event the Title Commitment and advise Seller Insurer shall report to Optionee any defects in writing of any objections title, other than the Permitted Exceptions (as defined below) ("Title Objections") the Buyer may have to Seller's title as shown in the Title Commitment. Seller ), Optionee shall then have a period notify Optionor of five (5) days in which to notify Buyer in writing of those such Title Objections it elects ("Objection Notice") prior to cure. In the event Seller elects to cure less than all expiration of the Title Period. Any title exceptions or conditions not included in the Objection Notice, as provided herein, shall be deemed to be Permitted Exceptions. The term "Permitted Exceptions" shall mean (i) easements, rights of way, encumbrances, conditions, covenants, restrictions, reservations and other matters of record, other than monetary liens, encumbrances, judgments and other exceptions which are in liquidated amounts and which are caused/ created by Optionor or its predecessors-in interest, and may be remedied by the payment of an ascertainable sum, (ii) applicable building and zoning ordinances, laws, regulations and restrictions by governmental authorities, and (iii) all title matters either accepted or waived by Optionee pursuant to the operation of Section 6.b.ii. below. ii If Optionee notifies Optionor pursuant to Section 6.b.i. of any Title Objections, Buyer Optionor 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 elect whether or not terminate this Agreement, Seller shall have until Closing ("Cure Period") in which to cure the Title Objections and shall deliver written notice of such election to Optionee within ten (10) days after receipt of the Seller has elected to cure, which the Buyer Agrees to extend for an additional 45 days in Objection Notice. In the event Seller has initiated a lawsuit Optionor does not timely respond to the Objection Notice as provided above, Optionor shall be deemed to have elected not to cure the title objection or objectionsTitle Objections. If Optionor does not elect to cure the Title Objections may also within such time, Optionee shall have the right, as its sole and exclusive remedy, to either (i) accept title to the Property subject to the Title Objections without abatement of the Purchase Price in which case such Title Objections shall be cured in accordance with applicable current titled standards in deemed Permitted Exceptions or (ii) not exercise the Kansas Option. If Optionor elects to cure the Title Standards HandbookObjections, then Optionor's obligation to cure the Title Objections shall be included as a condition to Closing under the Purchase and Sale Agreement and shall be governed by the terms thereof. If the Option is exercised, the terms of this paragraph shall survive the expiration of this Agreement.

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 in accordance with applicable current titled standards in the Kansas Title Standards Handbook.remedies set forth in

Title Matters. (1) Seller agrees to share equally with Buyer deliver to Purchaser within three (3) business days of the closing costs date of this Agreement copies of any environmental audits and all title information in possession of Seller pertaining to the cost of a Real Property, including, but not limited to, the deed vesting title to the Real Property in Seller, title insurance company's commitment for policies (together with true, complete 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 legible copies of all of the exception documents referred to therein (hereafter collectively referred to as the “Title Commitment”) to Sellertherein), 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 overlapsattorneys' opinions on title, zoning lawsletters and other zoning information, ordinances surveys, covenants, deeds, notes and regulations, those exceptions which are standard to a policy of title insurance in the State of Kansas or as specified herein, mortgages and those matters attaching easements relating to the title Real Property. Such delivery shall constitute no warranty by reason of Buyer taking title Seller as to the real property. Buyer shall have a period of five accuracy or completeness thereof or that Purchaser is entitled to rely thereon. (52) days following receipt of the Title Commitment (the “Objection Period”) in which Purchaser agrees to examine the Title Commitment and advise notify Seller in writing within 45 calendar days after the date of this Agreement of any objections objectionable title matters or defects shown on a survey of the Real Property (which Purchaser at its own expense may obtain) related to the Real Property to which Purchaser objects (the "Title ObjectionsDefects") ). Purchaser agrees that Title Defects shall not include real property taxes not yet due and payable and easements, restrictions, tenancies, and rights of way upon which the Buyer may have to Seller's title improvements do not encroach or which do not interfere with the use of the Real Property as shown in the Title Commitmenta Banking Center. Seller shall then have make a period good faith effort to correct any such Title Defect to Purchaser's reasonable satisfaction at least 10 calendar days prior to Closing; provided, however, that Seller shall not be obligated to bring any lawsuit or make any payments of five money (5except to pay liens, deeds to secure debt, mortgages, deeds of trust, or other monetary encumbrances that Seller does not dispute in good faith) 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 a Title ObjectionsDefect. If Seller is unable or unwilling to cure any such Title Defects to Purchaser's reasonable satisfaction, Buyer Purchaser shall have the right option either to terminate this Agreement by giving Seller written notice thereof within five (5) days or to receive title in its then existing condition. Upon termination of its receipt of Seller's noticethis Agreement pursuant to this Section 1.10, in which case the Xxxxxxx Money shall be returned to Buyer, and thereafter neither party shall have any further obligation hereunderliability to the other party under this Agreement. (3) Purchaser shall have the right to update title matters at Closing for any changes which may have arisen after the date of Purchaser's original title search. In If such update indicates that any Title Defects have been placed of record since the event Buyer date of Purchaser's original title search, and Purchaser objects thereto, then Seller may elect to delay the Closing with respect to the affected Real Property for up to 30 calendar days while Seller makes a good faith effort to cure any such Title Defect to Purchaser's reasonable satisfaction; provided that Seller shall not be obligated to bring any lawsuit or make any payments of money (except to pay liens, deeds to secure debt, mortgages, deeds of trust or other monetary encumbrance that Seller does not dispute in good faith) to cure a Title Defect. If Seller is unable or unwilling to cure any such Title Defect within such 30 day period, Purchaser shall have the option to receive title in the then existing condition or to terminate this Agreement, Seller in which event neither party shall have until Closing ("Cure Period") in which any further liability 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 Handbookother party under this Agreement.

Title Matters. Seller agrees The matters contained or referred to share equally with Buyer in the closing costs property and charges registers of title number [ ] [and in the following documents:] On the Review Date the Yearly Rent shall be reviewed so that on and after the Review Date the Yearly Rent shall be the greater of: the Yearly Rent reserved immediately before the Review Date (disregarding any reduced rent or rent free period, rent cesser or other suspension of the Yearly Rent); and the cost Open Market Rent as at that Review Date, as defined in this Schedule, and as agreed between the parties (or determined by the Independent Surveyor in the absence 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 coverageagreement between the parties, as provided below). The title insurance company will furnish Open Market Rent shall be the yearly rent at which the Premises might be expected to be let in the open market: for a copy term of 5 years; as between a willing landlord and a willing tenant; without the landlord taking a fine or premium; as a whole; with vacant possession; by a lease in the same terms in all other respects as this lease (save as to the amount of the commitment Yearly Rent and any rent free period allowed to you). It shall be assumed that at the Review Date: the Premises are ready fit and available for title insurance immediate occupation and copies use for the purpose or purposes required by the willing tenant referred to in paragraph 2.1.2, and that all the services required for such occupation and use are connected to the Premises; no work has been carried out to the Premises by you or by any undertenant or any of all their predecessors during the Term (or any prior period of occupation) which has diminished the rental value of the exception documents referred to therein (hereafter collectively referred to as Premises; if the “Title Commitment”) to SellerPremises or any Conducting Media or means of access have been destroyed or damaged, Buyer, Buyer’s lender they have been fully restored; the Premises are in good and substantial repair; the listing/selling broker as promptly as possible. The Title Commitment shall show a merchantable title vested covenants contained in Seller, subject to easements, restrictions this lease on the part of you and protective covenants us have been fully observed and performed; the willing tenant has had the benefit 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 any rent free or concessionary rental period or other contribution which are standard to a policy of title insurance would be offered in the State open market at the Review Date to reflect the need to fit out the Premises. There shall be disregarded at the Review Date: any effect on rent of Kansas the fact that you or as specified herein, and those matters attaching any undertenant or their respective predecessors in title have been in occupation of the Premises; any goodwill attached to the title Premises by reason of Buyer taking the carrying on there of your business or any undertenant or their predecessors in title in their respective businesses; any effect on rent of any improvements to the real property. Buyer shall have a period Premises made with our consent (where required) by you or any undertenant, except improvements carried out in pursuance of five (5) days following receipt of the Title Commitment (the “Objection Period”) in which an obligation 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 us or objections. Title Objections may also be cured in accordance with applicable current titled standards in the Kansas Title Standards Handbookat our expense.

Title Matters. (a) Prior to the date hereof, the Seller agrees to share equally with Buyer the closing costs and the cost of Purchaser have ordered from the Title Company and directed the Title Company promptly to deliver to the Purchaser and the Seller a preliminary title insurance company's commitment for and policy of title insurance. Buyer shall pay for any lender’s/mortgagee’s/instrument holderan ALTA extended owner’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 with respect to the title by reason of Buyer taking title to the real property. Buyer shall have a period of five (5) days following receipt each of the Title Commitment Properties, together with complete and legible copies of all instruments and documents referred to as exceptions to title (collectively, the “Objection PeriodTitle Commitments”). (b) On or before the Diligence Expiration Date, 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 or unwilling 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 Objections, Buyer shall have the right Seller to terminate this Agreement by giving Seller written give such notice thereof within five (5) days after Purchaser gives its notice of its receipt of Seller's notice, in which case the Xxxxxxx Money objection shall be returned deemed an election by the Seller not to Buyerremedy such matters. If the Seller shall be unwilling or unable to remove any title defects to which the Purchaser has reasonably objected, and thereafter neither party shall have any further obligation hereunder. In the event Buyer does not Purchaser may elect (i) to terminate this Agreement, Seller or (ii) to consummate the transactions contemplated hereby, notwithstanding such title defect, without any abatement or reduction in the Purchase Price on account thereof. The Purchaser shall have until Closing ("Cure Period") in which make any such election by notice to cure the Title Objections the Seller has elected given on or prior to cure, which the Buyer Agrees Closing Date. Failure of the Purchaser to extend for give such notice shall be deemed an additional 45 days in election by the event Seller has initiated a lawsuit Purchaser to cure the title objection or objections. Title Objections may also be cured proceed in accordance with applicable current titled standards clause (ii) above. Except as otherwise expressly provided herein or agreed to in writing by the Kansas Title Standards HandbookSeller, the Seller shall be under no obligation to remove or otherwise cure a title exception, and any failure or refusal of Seller to do so shall not be a default of Seller hereunder. Seller’s election to attempt to cure title exceptions shall not create any obligation of Seller to do so. Notwithstanding the foregoing, the Seller shall cause all mortgages and deeds of trust as well as any other monetary liens encumbering any Property arising by, through or under the Seller to be released at or prior to the Closing.

Title Matters. Seller (a) Without limiting Parent’s remedies for Title Defects set forth in this Section 6.12, none of HPC, HHEC, HHPC and any Subsidiary of HPC makes any warranty or representation, express, implied, statutory or otherwise, with respect to its title to any of the Oil and Gas Interests and Parent hereby acknowledges and 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 that its sole remedy for any lender’s/mortgagee’s/instrument holder’s defect of title, including any Title Defect, is set forth in this Section 6.12. (b) For the 60-day period after execution of this Agreement, Parent may conduct, at its sole cost, such title insurance coverageexamination or investigation, and other examinations and investigations, as it may in its sole discretion choose to conduct with respect to the Reserve Report Interests in order to determine whether HPC, HHEC, HHPC or any Subsidiary of HPC, as applicable, hold Good and Defensible Title to the Reserve Report Interests. The title insurance company will furnish a copy On or before 60 days after execution of the commitment for title insurance and copies of all of the exception documents referred to therein this Agreement (hereafter collectively referred to as the “Title CommitmentClaim Date”), Parent must deliver claim notices to HPC meeting the requirements of this Section 6.12(b) (collectively, the “Title Defect Notices” and individually, a “Title Defect Notice”) setting forth any matters which, in Parent’s reasonable opinion, constitute Title Defects and which Parent intends to Sellerassert as a Title Defect pursuant to this Section 6.12. For all purposes of this Agreement and notwithstanding anything herein to the contrary, BuyerParent will be deemed to have waived, Buyer’s lender and none of HPC, HHEC, HHPC and any Subsidiary of HPC will have any liability for, any Title Defect which Parent fails to assert as a Title Defect by a Title Defect Notice received by HPC on or before the Title Claim Date. To be effective, each Title Defect Notice must be in writing and include (i) a description of the alleged Title Defect, (ii) the Reserve Report Interest (and the listing/selling broker applicable zone therein) affected by the Title Defect (each a “Title Defect Property”), (iii) the Allocated Value of each Title Defect Property, (iv) supporting documents reasonably necessary for Seller to verify the existence of the alleged Title Defect, and (v) the amount by which Parent reasonably believes the Allocated Value of each Title Defect Property is reduced by the alleged Title Defect and the computations upon which Parent’s belief is based. To give HPC an opportunity to commence reviewing and curing Title Defects, Parent will use reasonable efforts to deliver to HPC, on or before the end of each calendar week prior to the Title Claim Date, written notice of all Title Defects discovered by Parent during the preceding calendar week, which notice may be preliminary in nature and supplemented prior to the Title Claim Date. Parent will also promptly furnish HPC with written notice of any Title Benefit which is discovered by any of Parent’s or any of its Affiliate’s employees, title attorneys, landmen or other title examiners while conducting Parent’s due diligence with respect to the Reserve Report Interests prior to the Title Claim Date. (c) HPC will have the right, but not the obligation, to deliver to Parent on or before the Title Claim Date with respect to each Title Benefit a notice (a “Title Benefit Notice”) including (i) a description of the Title Benefit, (ii) the Reserve Report Interests (and the applicable zone therein) affected by the Title Benefit, and (iii) the amount by which HPC reasonably believes the Allocated Value of those Reserve Report Interests (and the applicable zone therein) is increased by the Title Benefit, and the computations upon which HPC’s belief is based. HPC will be deemed to have waived all Title Benefits of which it has not given notice on or before the Title Claim Date. (d) HPC will have the right, but not the obligation, to attempt, at its sole cost, to cure for itself, HHEC, HHPC or any Subsidiary of HPC at any time prior to Closing (the “Cure Period”), any Title Defects of which it has been advised by Parent. (e) Subject to HPC’s continuing right to dispute the existence of a Title Defect or a Title Defect Amount asserted with respect thereto, in the event that any Title Defect timely asserted by Parent in accordance with Section 6.12(b) is not waived in writing by Parent or cured on or before Closing, and subject to the Individual Title Defect Threshold and the Aggregate Title Deductible, the Gross HPC Merger Consideration and the Xxxxx Xxxxxx Merger Consideration, as promptly applicable, will be reduced by an amount (“Title Defect Amount”) determined pursuant to Section 6.12(h) as possible. being the value of such Title Defect; (f) With respect to each Reserve Report Interest (or specified zone therein) affected by Title Benefits reported under Section 6.12(c), the Aggregate Title Deductible will be increased by an amount (the “Title Benefit Amount”) equal to the increase in the Allocated Value for such Reserve Report Interest caused by such Title Benefits, as determined pursuant to Section 6.12(i). (g) Section 6.12(c) will be the exclusive right and remedy of Parent with respect to the failure of HPC, HHEC, HHPC or any Subsidiary of HPC, as applicable, to have Good and Defensible Title with respect to any Oil and Gas Interest. (h) The Title Commitment shall show Defect Amount resulting from a merchantable title vested Title Defect will be the amount by which the Allocated Value of the affected Title Defect Property is reduced as a result of the existence of such Title Defect and will be determined in Selleraccordance with the following terms and conditions: (i) if Parent and HPC agree on the Title Defect Amount, subject then that amount will be the Title Defect Amount (ii) if the Title Defect is a Lien that is undisputed and liquidated in amount, then the Title Defect Amount will be the amount necessary to easements, restrictions be paid to remove the Title Defect from the Title Defect Property; (iii) if the Title Defect represents a discrepancy between (A) the net revenue interest for any Title Defect Property 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 (B) the Net Revenue Interest set forth in the State NSAI Reserve Report, then the Title Defect Amount will be the product of Kansas the Allocated Value of such Title Defect Property multiplied by a fraction, the numerator of which is the net revenue interest decrease and the denominator of which is the Net Revenue Interest set forth in the NSAI Reserve Report; (iv) if the Title Defect represents an obligation or as specified herein, and those matters attaching to the title by reason of Buyer taking Lien upon or other defect in title to the real property. Buyer shall have Title Defect Property of a period of five (5) days following receipt type not described above, the Title Defect Amount will be determined by taking into account the Allocated Value of the Title Commitment (Defect Property, 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 portion of the Title ObjectionsDefect Property affected by the Title Defect, Buyer shall have the right to terminate this Agreement legal effect of the Title Defect, the potential economic effect of the Title Defect over the life of the Title Defect Property, the values placed upon the Title Defect by giving Seller written notice thereof within five (5) days Parent and HPC, HHEC, HHPC or any Subsidiary of its receipt of Seller's noticeHPC, in which case the Xxxxxxx Money shall be returned to Buyeras applicable, and thereafter neither party shall have any further obligation hereunder. In the event Buyer does not terminate this Agreementsuch other reasonable factors as are necessary to make a proper evaluation; provided, Seller shall have until Closing ("Cure Period") in which to cure however, that if such Title Defect is reasonably capable of being cured, the Title Objections Defect Amount will not be greater than the Seller has elected reasonable cost and expense of curing such Title Defect; (v) the Title Defect Amount with respect to curea Title Defect Property will be determined without duplication of any costs or losses included in another Title Defect Amount hereunder; and (vi) notwithstanding anything to the contrary in this Section 6.12, which the Buyer Agrees aggregate Title Defect Amounts attributable to extend for an additional 45 days in the event Seller has initiated effects of all Title Defects upon any Title Defect Property will not exceed the Allocated Value of the Title Defect Property. (i) The Title Benefit Amount resulting from a lawsuit to cure the title objection or objections. Title Objections may also Benefit will be cured determined in accordance with applicable current titled standards the following methodology, terms and conditions: (i) if Parent and HPC for itself or HHEC, HHPC and any Subsidiary of HPC, as applicable, agree on the Title Benefit Amount, then that amount will be the Title Benefit Amount; and (ii) if the Title Benefit represents a discrepancy between (A) the net revenue interest for any Reserve Report Interest (or the specified zone(s) therein) and (B) the Net Revenue Interest set forth in the Kansas NSAI Reserve Report, then the Title Standards HandbookBenefit Amount will be the product of the Allocated Value of the affected Reserve Report Interest (or the specified zone(s) therein) multiplied by a fraction, the numerator of which is the net revenue interest increase and the denominator of which is the Net Revenue Interest set forth in the NSAI Reserve Report. (j) Notwithstanding anything to the contrary, (i) in no event will there be any adjustments to the Gross HPC Merger Consideration or the Xxxxx Xxxxxx Merger Consideration, as applicable, or any payments by HPC, HHEC or any Subsidiary of HPC, for any individual Title Defect for which the Title Defect Amount does not exceed ($7,500,000) (“Individual Title Defect Threshold”) and (ii) in no event will there be any adjustments to the Gross HPC Merger Consideration or the Xxxxx Xxxxxx Merger Consideration or any payments by HPC, HHEC or any Subsidiary of HPC, as applicable, for any Title Defect that exceeds the Individual Title Defect Threshold unless the Title Defect Amounts of all such Title Defects that exceed the Individual Title Defect Threshold, in the aggregate, excluding any Title Defects cured by Seller, exceeds the Aggregate Title Deductible, after which Parent will be entitled to reductions to the Gross HPC Merger Consideration or the Xxxxx Xxxxxx Merger Consideration, as applicable, only with respect to such Title Defects in excess of such Aggregate Title Deductible.

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. 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. (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. (a) Not less than fifteen (15) days prior to the Closing, Seller agrees shall deliver to share equally Buyer a commitment for an ALTA Form B Owner's Title Insurance Policy for each parcel of the Owned Real Property (other than the Special Lease Properties) and an ALTA Form B Leasehold Title Insurance Policy for each parcel of the Leased Real Property other than Leased Real Property set forth on Schedule 12.1 and each of the Special Lease Properties (collectively, ------------- the "Insured Leased Property), in each case issued by the Title Company in the amount set forth on Schedule 12.1 for each such parcel, covering title to such ------------- Real Property, dated on or after the date hereof; In addition, Seller shall deliver with Buyer each such commitment copies of all recorded documents referenced in each such commitment. Each such commitment shall show Seller as owner of the closing costs Owned Real Property in fee simple or as holding a valid leasehold interest in the Insured Leased Property, subject, in each case, only to the Permitted Encumbrances and the cost other exceptions pertaining to liens or encumbrances of a definite or ascertainable amount (which, in the aggregate do not exceed the Purchase Price) which may be removed by the payment of money at Closing and which Seller shall so remove at Closing and providing for full extended coverage over all general title insurance companyexceptions contained in such policy, and containing the following additional endorsements (as such other endorsements reasonably requested by Buyer's commitment for lender) if available in the Applicable Jurisdiction: access; contiguity; owners comprehensive; zoning 3.1 with parking; survey; creditors rights; 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 tax number. (b) If a copy of the commitment for title insurance and copies of all of referenced in subparagraph (a) above discloses exceptions to title other than the exception documents referred to therein (hereafter collectively referred to as the “Title Commitment”) to SellerPermitted Encumbrances, 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 Seller shall have a period of five ten (510) days following receipt of from the Title Commitment (the “Objection Period”) in which date thereof to examine the Title Commitment have such exceptions removed from such 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 provide evidence 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 if Seller fails to have such exceptions removed, Buyer shall have any further obligation hereunderaccept title subject to such unpermitted exception and (i) to deduct from the Purchase Price amounts secured by or constituting unpermitted liens or encumbrances of a definite or ascertainable amount, and/or cause the title insurer to issue its endorsement insuring against damage caused by such exceptions and deduct from the Purchase Price the cost of the premiums and security provided for said endorsement, as the case may be and (ii) for Permitted Encumbrances other than those which cannot be addressed in the manner set forth in subclause (1) above, to deduct from the Purchase Price such amount as may be agreed by Seller and Buyer. In Upon the event Buyer does not terminate this AgreementClosing Date, 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 cause the title objection or objections. Title Objections may also be cured insurer to issue (A) an owner's title insurance policy for each parcel of Owned Real Property (other than the Special Lease Properties) pursuant to and in accordance with applicable current titled standards the title commitment insuring fee simple title to the Owned Real Property in Buyer as of the Kansas Title Standards HandbookClosing Date, subject only to the Permitted Encumbrances and such other exceptions as Buyer may approve pursuant to clauses (i) and (ii) above, and (B) a leasehold title insurance policy for each parcel of Insured Leased Property pursuant to and in accordance ,with the title commitment insuring a valid leasehold interest in such Insured Leased Real Property in Buyer as of the Closing Date, subject only to the Permitted Encumbrances and such other exceptions as Buyer may approve pursuant to clauses (i) and (ii) above.

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. Prior to the Closing Date and as an express condition to Closing, Seller agrees shall deliver to share equally Purchaser (a) a pro forma preliminary binder or title commitment(s) (the "Title Commitment") sufficient to confirm the Title Company's commitment to the issuance of an ALTA Extended Coverage Owner's Title Insurance Policy with Buyer respect to the closing costs Owned Real Property (the "Owner's Title Policy") and an ALTA Extended Coverage Leasehold Title Policy with respect to any ground lease(s) or other leases of record specified on Schedule 4.8 (the "Leasehold Title Policy") (the Owner's Title Policy and the cost of a title insurance company's commitment for Leasehold Title Policy are collectively referred to in this Agreement as the "Title Policy"), issued by the Title Company 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 naming Purchaser as the commitment for title insurance insured, together with true, correct and legible copies of all of the exception documents instruments referred to therein as conditions or exceptions to title (hereafter collectively referred to as the “"Title Commitment”Instruments") 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 hereinTitle except for Permitted Exceptions, and those matters attaching to the title (b) ALTA surveys as required 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 Company to examine issue the Title Commitment and advise Seller in writing of any objections ("Title Objections") the Buyer may have to Seller's title as shown in Policy, which shall, unless otherwise required by 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 Company in accordance with applicable current titled standards customary practices, be made (1) in accordance with "Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys," jointly established and adopted by ALTA and ACSM in 1999, and (2) pursuant to the Accuracy Standards (as adopted by ALTA and ACSM and in effect on the date of said certificate) of an "Urban" survey (the "Surveys"). If Purchaser finances any portion of the Purchase Price, the parties shall also cooperate in obtaining a Title Commitment for an ALTA Lender's Title Policy ("Purchaser's Lender Title Policy"), in the Kansas amount of the loan being made, in favor of the lender, and consistent with the requirements set forth above for the Title Standards HandbookPolicy and Surveys. In addition, Purchaser may request that the Title Policy include a zoning endorsement with respect to the Owned Real Property; any zoning endorsement shall be obtained by Purchaser solely at Purchaser's expense and shall not (x) constitute a condition precedent to Purchaser's obligation to consummate the transactions contemplated by this Agreement or (y) otherwise delay the Closing.

Title Matters. (a) The Seller agrees shall deliver to share equally the Purchaser not later than sixty (60) days after the date hereof, with Buyer respect to the closing costs and the cost of Real Property owned by Seller, a title insurance company's commitment for and policy issuance of title insurance. Buyer shall pay for any lender’s/mortgagee’s/instrument holderALTA Owner’s title insurance coverage. The title insurance company will furnish a copy Policies of the commitment for title insurance and copies of all of the exception documents referred to therein Title Insurance (hereafter collectively referred to as the “Title Commitment”) dated subsequent to Seller, Buyer, Buyer’s lender and the listing/selling broker as promptly as possibledate of this Agreement but prior to the Closing Date issued by a title company authorized to do business in Indiana. The costs of obtaining the Title Commitment shall show a merchantable title vested be the sole cost and expense of the Purchaser. (b) Within ten (10) days after receipt by the Purchaser of Title Commitments, the Purchaser shall be entitled to give the Seller written notice of any defect disclosed in Sellersuch Title Commitment, subject only to easements, restrictions and protective covenants of recordthe extent that such defect: (i) is not an easement, right-of-way’s, setbacks, tenant rights, trees, fences, ordinances and regulations, unmatured and future assessments, restrictions and protective covenants way or restriction of record, provided no forfeiture provisions as contained thereinif any, encroachments and overlapsthat does not materially interfere with the business or operation of the Branch, zoning laws(ii) does not constitute unpaid taxes, ordinances and regulations, those exceptions which are standard to a policy of title insurance in the State of Kansas assessments or as specified hereincharges not yet delinquent, and those matters attaching (iii) does not materially and adversely affect the use of the Real Property as a bank branch office. (c) If the notice referred to in Section 3.20(b) above is timely given by the Purchaser, the Seller shall, within ten (10) days of such notice, notify the Purchaser as to whether the Seller shall cure or remove any defect. If the Seller provides notice to the title by reason of Buyer taking title Purchaser that the Seller elects not to cure or remove any such defect, then the real property. Buyer Seller and the Purchaser shall have a period of five (5) days following receipt attempt to renegotiate the terms and conditions of the Title Commitment (purchase of 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 cureaffected Real Property. In the event the Seller elects and the Purchaser are unable to cure less than all renegotiate such terms and conditions on terms acceptable to Purchaser within fifteen (15) days following the Purchaser’s receipt of the Title ObjectionsSeller’s notice that the Seller shall not cure or remove such defect, Buyer shall have the right to Purchaser may terminate this Agreement by giving or expressly waive such title objection or defects and proceed toward Closing. (d) The Seller written notice thereof within five (5) days shall cause the title company to update the Title Commitments as of its receipt of Seller's notice, in which case the Xxxxxxx Money shall be returned fifth business day prior to Buyer, and thereafter neither party shall have any further obligation hereunderthe Closing Date. In the event Buyer does that the updated Title Commitment as to any Real Property discloses any defect 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 included in the event Seller has initiated a lawsuit to cure original Title Commitment, the title objection or objections. Title Objections may also be cured procedure set forth in accordance with applicable current titled standards in the Kansas Title Standards Handbook(b) and (c) above shall apply.

Title Matters. (a) The Seller agrees shall provide to share equally the Purchaser ALTA Owner’s Policies of Title Insurance with Buyer respect to the closing costs and Banking Offices in an amount equal to the cost purchase price to the Bank 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 each property (hereafter collectively referred to as the each, “Title CommitmentPolicies”) to Seller, Buyer, Buyer’s lender and the listing/selling broker as promptly as possible). The Such Title Commitment Policies shall show a merchantable title vested in Sellerthe Bank free and clear of all encumbrances, subject except as set forth in Section 3.11(c) below. (b) Twenty (20) days after receipt by the Purchaser of the Title Policies, the Purchaser shall give the Seller written notice of any defect disclosed in such Title Policies that: (i) materially and adversely affects the business of the Banking Office situated upon such Real Property, and (ii) is not approved by the Purchaser. (c) If the notice referred to easementsin (b) above is timely given by the Purchaser, restrictions the Seller shall, within ten (10) days of such notice, notify the Purchaser as to whether the Seller shall cure or remove any defect. If the Seller provides notice to the Purchaser that the Seller elects not to cure or remove any such defect, then (i) the Seller and protective covenants of recordthe Purchaser shall attempt in good faith to renegotiate the Purchase Price, 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 (ii) in the State of Kansas or as specified herein, event the Seller and those matters attaching the Purchaser are unable to renegotiate the title by reason of Buyer taking title to the real property. Buyer shall have a period of five purchase price within fifteen (515) days following the Purchaser’s receipt of the Title Commitment (Seller’s notice that 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 not cure or remove such defect, 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 Purchaser may elect within five (5) days of its receipt of Seller's noticethereafter, 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 Agreement by providing written notice of such termination to cure the Title Objections the Seller has elected to cure, which within such five (5) day period or proceed with 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 HandbookClosing without such defects being cured.

Title Matters. Seller agrees (a) Fort Xxxxx and Buyer will, as soon as practicable after the execution and delivery of this Agreement, cause, to share equally be issued one or more title commitments (whether one or more, the "Title Commitment") for policies of owner's title insurance with respect to the Real Property (the "Real Property Title Commitment") and policies of leasehold title insurance with respect to the Major Leases (the "Major Leases Title Commitment") and current surveys and will cause to be made ALTA surveys. Fort Xxxxx and Buyer the closing costs and shall each bear 50% of 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 (and ALTA surveys. Buyer shall procure and pay premiums for such title insurance as it requires. At Buyer's request, the “Objection Period”) in which Closing may be postponed until the date that is 15 days after the later of the date hereof or the date of the delivery to examine Buyer of the Real Property Title Commitment and advise Seller together with copies of all recorded documents listed as title exceptions in writing the Real Property Title Commitment (collectively, the "Real Property Title Package"). Within 5 days of the later of the date hereof or the date of the delivery to Buyer of the Real Property Title Package, Buyer shall notify Fort Xxxxx of any objections title matter reflected in the Real Property Title Commitment that constitutes a breach of the representation set forth in Section 5.10 (any such title matter being a "Title ObjectionsDefect"). (b) At Buyer's request, Closing may be postponed until the date that is 15 days after Fort Xxxxx' delivery to Buyer may have of the Major Leases Title Commitment, together with copies of all recorded documents listed as title exceptions in the Major Leases Title Commitment (collectively, the "Major Leases Title Package"). Within 5 days of Fort Xxxxx' delivery to Seller's Buyer of the Major Leases Title Package, Buyer shall notify Fort Xxxxx of any title as shown matter reflected in the Major Leases Title Commitment that constitutes a breach of the representation set forth in Section 5.10 (any such title matter being a "Title Defect"). (c) Within 5 days of receiving notice from Buyer of any Title Defect, Fort Xxxxx shall notify Buyer, with respect to each such Title Defect, whether Fort Xxxxx has elected to (i) cure such matter or otherwise cause the same to be deleted from, or insured over in, the Title Commitment. Seller , (ii) pay to Buyer the amount by which the value of the Real Property is diminished as a result of the existence of such Title Defect at Closing (or as soon thereafter as the amount can be established, the parties hereby agreeing to enter into an appropriate agreement at Closing relating to the establishment of such amount by reference to the conclusion of qualified real estate appraisers if Fort Xxxxx elects to make such payment in respect of any Title Defect and the parties cannot agree by Closing as to the amount of such diminution in value); or (iii) take no action with respect to such Title Defect; provided Fort Xxxxx shall then have be required to remove any lien which is not a period Permitted Exception securing a monetary obligation which can be removed by the payment of five (5) days in money the amount of which to notify Buyer is ascertainable from the face of the document or which has been determined in writing from the holder of those such obligation. If Buyer does not deliver written notice of its objections to any Title Objections it elects to cure. In Defect within the event Seller elects to cure less than all of the Title Objectionstime specified above for such notice, Buyer shall be deemed to have waived all rights it may have against Fort Xxxxx (including the right to refuse to consummate the transactions called for in this Agreement or the right otherwise to claim breach of the representation set forth in Section 5.10) with respect to such Title Defect. If Fort Xxxxx fails to respond, within the time set forth above, to any objection to Title Defects timely delivered by Buyer as set forth above, Fort Xxxxx shall be deemed to have elected to respond as set forth in subsection (ii) above with respect to such Title Defect. If Fort Xxxxx elects to respond as set forth in subsection (iii) above with respect to one or more Title Defects, Buyer may terminate this Agreement by giving Seller written delivering notice thereof of its election to do so within five (5) two days of Fort Xxxxx' delivery of its receipt of Seller's notice, in which case the Xxxxxxx Money shall be returned notice 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 that Fort Xxxxx has elected to cure, which take no action with respect to 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.Defect(s)

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. 6.1 The Leases are granted subject to and, to the extent that the Seller agrees is able to share equally grant them, with the benefit of the Title Matters. 6.2 The First Premises are let subject to and with the benefit of the First Premises Occupational Leases and the rights of the tenants and any other person deriving title or occupying the First Premises under the First Premises Occupational Leases. 6.3 The Second Premises are let subject to and with the benefit of the Second Premises Occupational Leases and the rights of the tenants and any other person deriving title or occupying the Second Premises under the Second Premises Occupational Leases. 6.4 The Buyer has been supplied with copies or full details of the closing costs Occupational Leases and no objection or requisition shall be raised relating to them. 6.5 The Buyer’s Solicitors have been provided with copies of the Title Matters and the Buyer is to be treated as acquiring the Leases with full knowledge of them and will not raise any requisition or objection to them. 6.6 The Leases will be granted subject to: 6.6.1 the matters contained or referred to in Commercial Condition 3.1.2; 6.6.2 any registered local land charges and any matter capable of being registered as a local land charge even if not so registered at the Date of Actual Completion; 6.6.3 any notice, order or proposal given or made by a government department or by any public or local authority, statutory undertaker or other competent body or person; 6.6.4 all charges, orders, proposals, restrictions, agreements, notices or other matters arising under the town and country planning or highways legislation which affect or relate to the Premises and to any orders or regulations made under that or any other legislation; 6.6.5 all rates, charges and other outgoings which affect or are charged on the Premises except for any mortgage or legal charge relating to money secured by the Seller on the Property; 6.6.6 any unregistered interest that overrides the disposition effected pursuant to this Agreement under Schedules 1, 3 or 00 Xxxx Xxxxxxxxxxxx Xxx 0000; 6.6.7 all public or private rights of way and other rights, easements or quasi- easements and wayleaves affecting the Premises, but without any liability on the Seller to define them; and 6.6.8 all liability to repair and maintain roads, paths, conduits, fences and other like matters or to contribute to the cost of their repair and maintenance, but without any liability on the Seller to provide evidence of or to apportion liability. 6.7 Section 6(2)(a) Law of Property (Miscellaneous Provisions) Act 1994 is to be construed as if all entries made in any public register which a prudent buyer would inspect are within the actual knowledge of the Buyer. 6.8 The Leases and their counterparts are to be prepared by the Seller's Solicitors and engrossments of the counterpart Leases are to be delivered to the Buyer's Solicitors at least five working days before the Completion Date. 6.9 The Term Commencement Date is to be inserted in the Leases and the counterparts when they are engrossed. 6.10 The Buyer is to use all reasonable endeavours to register the Leases at the Land Registry as soon as reasonably practicable after the Date of Actual Completion and, on completion of those registrations, is to provide the Seller with official copies of the new titles showing the Buyer registered as proprietor of the Leases together with the new title insurance company's commitment for and policy plans. 6.11 Any party that executes the Leases pursuant to a power of title insurance. Buyer shall pay for any lender’s/mortgagee’s/instrument holder’s title insurance coverage. The title insurance company will furnish attorney is to provide a copy of the commitment for title insurance and copies that power of all of the exception documents referred to therein (hereafter collectively referred to as the “Title Commitment”) to Sellerattorney in English, 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 certified in accordance with applicable current titled standards in section 3 Powers of Xxxxxxxx Xxx 0000, to the Kansas Title Standards Handbookother parties on the Date of Actual Completion.

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. 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 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. 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. 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. a. Subject to performance by the Buyer, Seller agrees to share equally with execute and deliver to Buyer a Limited Warranty Deed conveying the closing costs Property "as is", subject to all laws, regulations and other restrictions including without limitation the cost following: i. all municipal, building, zoning, set back, subdivision and occupancy laws, ordinances, and regulations and all state and federal regulations; ii. restrictions relating to use or improvement of the Property without effective forfeiture provisions; iii. reservation of any mineral rights by the State of Minnesota; iv. any and all covenants, conditions, restrictions and easements of record; v. the lien of real estate taxes and special assessments not yet due and payable; vi. rights of Seller to occupy a portion of the Property as set forth in the lease between Seller and Buyer dated as of the Closing Date ("Lease"); and vii. matters disclosed by any survey or environmental assessment of the Property. b. Seller agrees to deliver possession of the Property to Buyer not later than the Closing Date, provided that all conditions of this Agreement have been performed. Buyer agrees to allow Seller ninety (90) days after the Closing Date to move its employees from the portion of the Property to be occupied by the Buyer into the portion of the Property to be occupied by the Seller pursuant to the Lease. Seller agrees to use its best efforts to complete necessary construction and move it employees into the portion of the property to be occupied under the Lease by the Seller prior to September 1, 2000. c. Upon the execution of this Agreement Seller and Buyer shall order a commitment for an owner's policy for title insurance (the "Commitment") from a mutually acceptable title insurance company's commitment for and policy . Seller shall not be obligated to deliver to Buyer a Registered Property Abstract or an Abstract of title insuranceTitle covering the Property. If 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 desires 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 obtain a policy of title insurance in the State of Kansas insuring its interest, or as specified herein, and those matters attaching is required to the title by reason of Buyer taking title to the real property. Buyer shall have provide 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 lender with such 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 Objectionspolicy insuring its interest, Buyer shall have the right to terminate this Agreement by giving Seller written notice thereof within five (5purchase such policy(ies) days at its sole cost and expense. If Buyer defaults in its performance 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 and Notice of Cancellation is served upon the Buyer Agrees pursuant to extend Minnesota Statutes Section 559.21, the termination period shall be thirty (30) days as permitted by Subdivision 4 of Minnesota Statutes Section 559.21. This provision shall not deprive either party of the right of enforcing the specific performance of this Agreement or bring an action 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 Handbooklegal damages.

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. 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) (“Seller’s Monetary Liens”). ii. Within three (3) days of Seller’s receipt of a Title Objection Notice, Seller shall notify Buyer in writing (“Seller’s Title Objection Response”) whether it is unable or unwilling to remove such Un-permitted Exceptions, in which event Buyer shall have the right, as its sole remedy for such inability of Seller, by delivery of written notice to cure Seller within three (3) days following receipt of notice from Seller of its election not to remove such Un-permitted Exceptions, to either (1) terminate this Agreement by written notice delivered to Seller (in which event the termination provisions of Section 12 below shall apply), or (2) accept title to the Property subject to such Un-permitted Exceptions without an abatement in or credit against the Purchase Price, in which event such Un-permitted Exceptions shall then become Permitted Exceptions. The failure of Buyer to deliver any written notice of election under this Section 5.a.ii within three (3) days following receipt of written notice from Seller of its election not to remove such Un-permitted Exceptions shall conclusively be deemed to be an election under clause (2) of the preceding sentence. Seller agrees to use good faith, commercially reasonable efforts to remove any Un-permitted Exception which Seller indicates in Seller’s Title Objection Response it is willing to remove, but Seller’s failure to cause such item(s) to be removed (other than Seller’s Monetary Liens) shall not be a default of Seller but shall be only a failure of a condition precedent to Buyer’s obligation to purchase the Property. iii. If, as of the Close of Escrow, in addition to Seller’s Monetary Liens, there are any monetary liens or encumbrances that Seller has agreed to discharge under this Agreement, Seller shall cause the discharge of the same, either by way of payment or by alternative manner reasonably satisfactory to Seller and the Title Objections Company, and the same shall not be deemed to be Un-permitted Exceptions. iv. The Property shall be sold and conveyed subject to the following exceptions to title (collectively, the “Permitted Exceptions”): 1. any state of facts that an accurate survey may show (unless Buyer obtains a survey, in which event any survey exceptions arising in connection therewith shall be Permitted Exceptions unless Buyer has delivered a Title Objection Notice to Seller has elected with respect thereto within the applicable time period specified in this Agreement and prior to curethe expiration of the Due Diligence Period); 2. those matters specifically set forth in Schedule B to the PTR that are accepted by Buyer as provided in this Agreement, and all matters of record affecting the land that are accepted by Buyer as provided in this Agreement, other than Seller’s Monetary Liens; 3. all laws, ordinances, rules and regulations of the United States, the State of California, the County, the City, or any agency, department, commission, bureau or instrumentality of any of the foregoing having jurisdiction over the Property (each, a “Governmental Authority”), as the same may now exist or may be hereafter modified, supplemented or promulgated; and 4. any Un-permitted Exception which Seller is unwilling or unable to remedy as provided in this Agreement and this Agreement is not terminated by Buyer as a result thereof as provided above. v. In the event Buyer Agrees requests any endorsements to extend the Title Policy (other than a contiguity endorsement and mechanic’s lien endorsement where applicable) (“Buyer Requested Title Endorsements”), the issuance of any such Buyer Requested Title Endorsements shall not be or be deemed to be a condition to closing the transaction contemplated hereunder and in no event shall Seller be obligated to provide any indemnity or other document or undertake any obligation in order to cause the Title Company to issue the same. To the extent Buyer requires a mechanic’s lien endorsement from the Title Company, Seller will pay for such endorsement. Seller shall also provide any necessary affidavit to the Title Company demonstrating that it is the sole party in possession of the Property. vi. Buyer may order, at Buyer’s cost and expense, a new survey of the Property or, at Buyer’s option, an additional 45 days update of any existing survey of the Property (the “Existing Survey”), in either case prepared by a surveyor registered in the event Seller has initiated a lawsuit to cure the title objection or objections. Title Objections may also be cured State of California, certified by said surveyor as having been prepared in accordance with applicable the current titled standards in minimum detail requirements of a rural ALTA land survey. In order for Buyer to preserve Buyer’s right to object to survey exceptions as Un-Permitted Exceptions, Buyer must send to Seller a Title Objection Letter with respect to survey matters prior the Kansas Title Standards Handbookexpiration of the Due Diligence Period. Buyer shall cause to be delivered to Seller a copy of any new survey or update to the Existing Survey at the same time Buyer receives the same.

Title Matters. (a) Seller agrees and Buyer will, as soon as practicable after the execution and delivery of this Agreement, cause to share equally be issued one or more title commitments (whether one or more, the "Title Commitment") for policies of owner's title insurance with respect to the Real Property (the "Real Property Title Commitment") and current surveys prepared by a duly licensed surveyor in accordance with Category 1A of the Texas Society of Professional Surveyors specifications (as currently in effect) in each case in form and substance reasonably satisfactory to Buyer the closing costs ("Texas surveys"). Seller and Buyer shall each bear 50% of 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 (and Texas surveys. Buyer shall procure and pay premiums for such title insurance as it requires. At Buyer's request, the “Objection Period”) in which Closing may be postponed until the date that is 15 days after the date of the delivery to examine Buyer of the Real Property Title Commitment and advise Seller in writing together with copies of any objections ("Title Objections") the Buyer may have to Seller's all recorded documents listed as title as shown exceptions in the Real Property Title CommitmentCommitment or Texas surveys (collectively, the "Real Property Title Package"). Seller shall then have a period of five (5) Within 10 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 date of the delivery to Buyer of the Real Property Title ObjectionsPackage, Buyer shall have notify Seller of any title matter reflected in the right Real Property Title Commitment or Texas surveys that constitutes a breach of the representation set forth in Section 5.10 (without giving effect to terminate this Agreement by giving Seller written notice thereof within five the materiality qualification contained in the first clause of Article V) (5any such title matter being a "Title Defect"). (b) Within ten days of its receipt receiving notice from Buyer 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 AgreementTitle Defect, Seller shall have until Closing ("Cure Period") in which notify Buyer, with respect to cure the each such Title Objections the Defect, whether Seller has elected to curecure such matter to the reasonable satisfaction of Buyer or otherwise cause the same to be deleted from, which or insured over in, the Buyer Agrees to extend for an additional 45 days in the event Title Commitment, or if Seller has initiated elected to take no action; provided Seller shall be required to remove any Encumbrance (which is not a lawsuit Permitted Exception) securing a monetary obligation which can be removed by the payment of money the amount of which is ascertainable from the face of the document or which has been determined in writing from the holder of such obligation; provided further that if such Encumbrance relates to cure a mechanic's or materialman's lien that is being contested in good faith by Seller, Seller may agree to indemnify Buyer for any and all Losses actually incurred due to such Encumbrance in lieu of removing such Encumbrance. If Buyer does not deliver written notice of its objections to any Title Defect within the title objection time specified above for such notice, Buyer shall be deemed to have waived all rights it may have against Seller (including the right to refuse to consummate the transactions called for in this Agreement or objections. the right otherwise to claim breach of the representation set forth in Section 5.10) with respect to such Title Objections may also be cured in accordance with applicable current titled standards in the Kansas Title Standards Handbook.Defect and each such defect shall then constitute 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, 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 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 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 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”a) 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 Within five (5) days following receipt after the date of this Agreement, Sellers and Xxxxxx Communications will provide Buyer with copies of all title information in the possession of Sellers or Xxxxxx Communications, any of their respective Affiliates, or their respective agents relating to the Owned Real Property, including abstracts of title, surveys and policies of title insurance. (b) Within thirty (30) days after the date of this Agreement, Buyer will obtain title commitments for a 2006 ALTA Owner’s Title Insurance Policy or Policies with respect to the Owned Real Property (each a “Title Commitment”), issued by a title company reasonable acceptable to Buyer and its lenders (the “Title Company”), in form and substance reasonably satisfactory to Buyer and its lenders. Each Title Commitment will be accompanied by readable copies of all documents cited as exceptions to title therein (the “Underlying Documents”), which will be certified by the Title Company as true, 05799 Asset Purchase AgreementMorris Publishing Group 45 correct and complete copies of the Underlying Documents. Buyer, at its option, may obtain survey maps of the Owned Real Property (each a “Survey”) acceptable to the title insurance company providing the Title Commitments, prepared and certified in accordance with generally accepted professional standards by a duly licensed land surveyor, dated after the date of this Agreement. Buyer shall provide Sellers with legible copies of the Title Commitment (Commitments, exception documents and other instruments referenced therein and survey maps, if any, promptly following Buyer’s receipt thereof. Buyer will bear all costs of any surveys and the “Objection Period”) in which costs of such Title Commitments and any title policies issued pursuant to examine the Title Commitment Commitments. (c) Buyer will have twenty (20) days after its receipt of all Title Commitments and advise Seller Underlying Documents related to the Owned Real Property and the related Survey to review each of them and to notify Sellers in writing of any objections exceptions or matters to which Buyer reasonably objects, other than Permitted Encumbrances ("the “Title Objections"”). If after the date hereof and prior to Closing any Title Objection or other Lien is asserted against any of the Owned Real Property that is not a Permitted Encumbrance, Sellers and Xxxxxx Communications will, at their sole expense, either (i) obtain the release of such Title Objection or Lien, (ii) obtain title insurance covering such Title Objection or Lien, (iii) provide alternative arrangements, satisfactory to Buyer in its sole discretion, which provide Buyer the full economic benefit of the ownership of the affected Owned Real Property without any of the risk associated with or relating to such Title Objections or Lien or (iv) remove such particular parcel of the Owned Real Property from the Acquired Assets being transferred upon written notice to Buyer, and with an equitable adjustment to the Purchase Price in accord with an appraisal of the real estate by an independent third party appraiser to be selected by the parties (or as otherwise agreed by the parties). If Sellers fail to cure or address, prior to Closing, all Title Objections with respect to any particular parcel of the Owned Real Property as provided above, then Buyer may have to Seller's title as shown in either (A) consummate 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 transactions contemplated hereby, notwithstanding the Title Objections, Buyer shall have with an equitable adjustment to the right Purchase Price in accord with an appraisal of the real estate by an independent third party appraiser to be selected by the parties (or as otherwise agreed by the parties) or (B) terminate this Agreement by giving Seller written notice thereof within five Agreement. After the date hereof Sellers will take no action that has the effect of creating or causing any Title Objection or 05799 Asset Purchase AgreementMorris Publishing Group 46 other Lien upon any of the Owned Real Property, except mechanic’s or materialman’s liens arising (5A) days in the ordinary course of its receipt business or (B) incident to the construction or improvement of Seller's noticeany property in the ordinary course of business, in each case for amounts not yet due and payable, for which case Sellers shall remain responsible for payment (including through the Xxxxxxx Money shall be returned inclusion of such liability in the Closing Date Working Capital Adjustment). (d) Any matters shown on a Title Commitment or Survey to Buyer, and thereafter neither party shall have any further obligation hereunder. In the event which Buyer does not terminate this Agreementobject during the twenty (20) day period set forth in Section 5.13(c), Seller shall have until Closing ("Cure Period") in or to which to cure the any Title Objections the Seller has elected to cureObjection is waived by Buyer, 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 Handbookwill become Permitted Encumbrances.