Common use of Title Objections Clause in Contracts

Title Objections. Seller shall request Escrow Agent to cause to be delivered to Buyer a preliminary title report (the "Preliminary Report") from a title company affiliated with the Escrow Agent (the "Title Company"), showing the status of Seller’s title to the Property, together with complete and legible copies of all documents shown therein as exceptions to title ("Exceptions"). Buyer shall have until the date that is five (5) days after the Title Company delivers the Preliminary Report and Exceptions to Buyer within which to give notice in writing to Seller of any objection to such title or to any liens or encumbrances affecting the Property. Within five (5) days after receipt of such notice from Buyer, Seller shall give Buyer written notice of whether it is willing and able to remove the objected-to Exceptions. Without the need for objection by Buyer, Seller shall, with respect to liens and encumbrances that can be satisfied and released by the payment of money, eliminate such exceptions to title on or before Closing. Within five (5) days after receipt of such notice from Seller (the "Title Contingency Date"), Buyer shall elect whether to: (i) purchase the Property subject to those objected-to Exceptions which Seller is not willing or able to remove; or (ii) terminate this Agreement. If Buyer fails to give Seller notice of Buyer’s election, then such inaction shall be deemed to be Buyer’s election to terminate this Agreement. On or before the Closing Date (defined below), Seller shall remove all Exceptions to which Buyer objects and which Seller agrees, or is deemed to have agreed, Seller is willing and able to remove. All remaining Exceptions set forth in the Preliminary Report and those Exceptions caused by or agreed to by Buyer shall be deemed "Permitted Exceptions."

Title Objections. Seller 5.1 If the Commitment or Survey discloses exceptions which are not acceptable to SCOLP, in its sole discretion, SCOLP shall request Escrow Agent notify Owner and Contributor in writing of its objections to cause to be delivered to Buyer a preliminary title report (the "Preliminary Report") from a title company affiliated with the Escrow Agent such exceptions (the "Title CompanyDefects"), showing the status of Seller’s title to the Property, together with complete and legible copies of all documents shown therein as exceptions to title ) within ten ("Exceptions"). Buyer shall have until the date that is five (5) days after the Title Company delivers the Preliminary Report and Exceptions to Buyer within which to give notice in writing to Seller of any objection to such title or to any liens or encumbrances affecting the Property. Within five (510) days after receipt of the Commitment, the Exception Documents and the Survey. If SCOLP objects to any exception disclosed on the Commitment or Survey within such notice ten (10) day period, such exception shall not be treated as a Permitted Exception hereunder except as otherwise provided in this Section 5.1. If Owner and Contributor fail to have the Title Defects deleted from Buyerthe Commitment or Survey, Seller shall give Buyer written notice of whether it is willing and able to remove as the objected-to Exceptions. Without the need for objection by Buyercase may be, Seller shall, with respect to liens and encumbrances that can be satisfied and released by the payment of money, eliminate such exceptions to title on or before Closing. Within five discharged within ten (510) days after receipt of such notice from Seller SCOLP (the "Title Contingency Date"or such longer time period designated by SCOLP), Buyer shall elect whether toSCOLP may: (ia) purchase terminate this Agreement by delivery of written notice to Owner and Contributor, whereupon neither Owner, Holding Company, Contributor nor SCOLP shall have any further duties or obligations under this Agreement except for any provision which shall expressly survive the Property subject termination of this Agreement; (b) elect to those objected-to take title as it then is with such Title Defects becoming Permitted Exceptions which Seller is not willing or able to removeunder this Agreement; or (iic) terminate this Agreementextend for up to ninety (90) days the period for Owner and Contributor to cure such Title Defects (thereby extending the Closing), and if such Title Defects are not deleted during the extended period, SCOLP may then exercise its rights under subparagraphs (a) or (b) above. Notwithstanding the foregoing, neither Owner nor Contributor shall be required to take any action to cure or remove any Title Defect, provided that SCOLP may pay and deduct from the Total Agreed Value, any liens or Title Defects which are of a reasonably ascertainable amount. If Buyer fails Owner or Contributor causes such Title Defects to give Seller notice of Buyer’s electionbe deleted from the Commitment or Survey, then such inaction as the case may be, the Closing shall be deemed to be Buyer’s election to terminate this Agreement. On held within seven (7) days after delivery of the revised Commitment and Survey or before on the Closing Contribution Date (defined below)specified in Section 16 hereof, Seller shall remove all Exceptions to which Buyer objects and which Seller agrees, or whichever is deemed to have agreed, Seller is willing and able to remove. All remaining Exceptions set forth in the Preliminary Report and those Exceptions caused by or agreed to by Buyer shall be deemed "Permitted Exceptionslater."

Title Objections. 5.1 If the Commitment or Survey discloses exceptions which are not acceptable to Purchaser, in its sole discretion, Purchaser shall notify Seller in writing of its objections to such exceptions (the "Title Defects") within fifteen (15) days after Purchaser has received the Commitment, legible copies of all instruments described in Schedule B of the Commitment and the updated Survey described in Section 4.2 above (the “Title Review Period”). In the event Purchaser fails to deliver notice to Seller of the Title Defects prior to the end of the Title Review Period, then Purchaser shall request Escrow Agent be deemed to have accepted all items set forth in each Commitment and Survey and all such items shall be deemed included among the Permitted Exceptions. Seller agrees to cause to be delivered discharged on or prior to Buyer Closing all Title Defects pertaining to liens, encumbrances and other matters shown on the Commitment of a preliminary title report definite or ascertainable amount (other than the liens of the mortgages against the Projects to which Seller has not secured the consent to release of such lien as of the Closing) (the "Preliminary ReportRemovable Liens") from and to use its best efforts to cure any other Title Defects. If Purchaser objects to any exception disclosed on the Commitment or Survey, such exception shall not be treated as a title company affiliated with the Escrow Agent Permitted Exception hereunder. If within fifteen (the "Title Company"), showing the status of Seller’s title to the Property, together with complete and legible copies of all documents shown therein as exceptions to title ("Exceptions"). Buyer shall have until the date that is five (515) days after the receipt of notice from Purchaser, Seller fails to have the Title Company delivers Defects deleted from the Preliminary Report Commitment or Survey, as the case may be, or discharged , or fails to provide written assurances reasonably satisfactory to Purchaser that such Title Defects or the Removable Liens will be removed or otherwise cured at or prior to Closing, Purchaser may: (a) terminate this Agreement by delivery of written notice to Seller, whereupon the Deposit, as herein defined, shall be returned immediately to Purchaser, and Exceptions neither Seller nor Purchaser shall have any further duties or obligations under this Agreement; (b) elect to Buyer within which to give notice in writing to Seller of any objection to such take title as it then is, and credit against the Purchase Price the actual cost incurred or to any liens be incurred by Purchaser to remove the Removable Liens which may be cured through payment of ascertainable amounts; or encumbrances affecting (c) extend for up to ninety (90) days the Propertyperiod for Seller to cure such Title Defects, and if such Title Defects are not deleted during the extended period, Purchaser may then exercise its rights under subparagraphs (a) or (b) above. Within five If Seller causes such Title Defects to be deleted from the Commitment, the Closing shall be held within seven (57) days after receipt delivery of such notice from Buyer, Seller shall give Buyer written notice of whether it is willing the revised Commitment and able to remove the objected-to Exceptions. Without the need for objection by Buyer, Seller shall, with respect to liens and encumbrances that can be satisfied and released by the payment of money, eliminate such exceptions to title Survey or on or before Closing. Within five (5) days after receipt of such notice from Seller (the "Title Contingency Date"), Buyer shall elect whether to: (i) purchase the Property subject to those objected-to Exceptions which Seller is not willing or able to remove; or (ii) terminate this Agreement. If Buyer fails to give Seller notice of Buyer’s election, then such inaction shall be deemed to be Buyer’s election to terminate this Agreement. On or before the Closing Date (defined below)specified in Section 19 hereof, Seller shall remove all Exceptions to which Buyer objects and which Seller agrees, or whichever is deemed to have agreed, Seller is willing and able to remove. All remaining Exceptions set forth in the Preliminary Report and those Exceptions caused by or agreed to by Buyer shall be deemed "Permitted Exceptionslater."

Title Objections. At any time during the Due Diligence Period, Buyer may notify Seller shall request Escrow Agent to cause to be delivered to Buyer a preliminary title report in writing (the "Preliminary Report"“Title Objection Notice”) from a title company affiliated with the Escrow Agent (the "Title Company"), showing the status of any objections Buyer may have to Seller’s title to the PropertyHotel disclosed by any title report obtained by Buyer from the Title Company or any matters disclosed by any survey of the Land and Improvements obtained by Buyer (collectively, together with complete the “Title Objections”), which notice shall also include a copy of such title report and legible copies survey. Subject to the provisions of all documents shown therein as exceptions Section 6.2 below, any item contained in the title report or in the survey to title which Buyer does not object during the Due Diligence Period shall be deemed acceptable to Buyer ("collectively, the “Agreed Exceptions"”). If Buyer shall have until timely provide the date that Title Objection Notice to Seller, then Seller may elect to cure such objections, including without limitation, by endorsement or other title insurance action, by providing written notice thereof to Buyer (the “Title Objection Response”) within seven (7) days of Seller’s receipt of the Title Objection Notice. If Seller is unable to or elects not to satisfy Buyer’s objections, then Buyer may terminate this Agreement as provided in Section 5.1 above, by providing written notice of such termination within five (5) days after of Buyer’s receipt of the Title Company delivers the Preliminary Report and Exceptions Objection Response. If Seller has made an offer to Buyer within to cure any Title Objection made by Buyer, which to give notice in writing to Seller of any objection to such title or to any liens or encumbrances affecting the Property. Within five (5) days after receipt of such notice from has been accepted by Buyer, Seller shall give use its reasonable efforts to so cure said Title Objection on or prior to Closing, but shall not be in default hereunder for Seller’s failure to do so. In the event that Seller is unable to so cure said Title Objection on or prior to the Closing, then Buyer may terminate this Agreement by delivering written notice of whether it is willing such termination to Seller and able Escrow Agent, in which event Escrow Agent shall disburse the entire Xxxxxxx Money to remove the objected-to Exceptions. Without the need for objection by Buyer, Seller shalland, with respect to liens upon such disbursement, this Agreement shall automatically terminate, and encumbrances that can be satisfied and released by the payment of money, eliminate such exceptions to title on or before Closing. Within five (5) days after receipt of such notice from Seller (the "Title Contingency Date"), Buyer shall elect whether to: (i) purchase the Property subject to those objected-to Exceptions which Seller is not willing or able to remove; or (ii) terminate this Agreement. If Buyer fails to give Seller notice of Buyer’s election, then such inaction shall be deemed null and void and of no further force or effect, and neither party shall have any rights or obligations against or to be Buyer’s election to terminate this Agreement. On or before the Closing Date (defined below), Seller shall remove all Exceptions to other except those which Buyer objects and which Seller agrees, or is deemed to have agreed, Seller is willing and able to remove. All remaining Exceptions set forth in the Preliminary Report and those Exceptions caused by or agreed to by Buyer shall be deemed "Permitted Exceptionsexpressly survive such termination."

Title Objections. Seller shall request Escrow Agent to cause to be delivered to Buyer a preliminary title report (the "Preliminary Report") from a title company affiliated with the Escrow Agent (the "Title Company"), showing the status of Seller’s title to the Property, together with complete and legible copies of all documents shown therein as exceptions to title ("Exceptions"). Buyer shall have until 11:59 p.m. (Pacific Time) on the date that is Title Approval Date to notify Seller in writing of any title exceptions identified in the PTR of which Buyer disapproves. Buyer’s failure to give any such notice by the Title Approval Date shall constitute Buyer’s approval of the condition of title as set forth in the PTR, and all of the exceptions in the PTR shall be deemed to be Permitted Exceptions. No more than five (5) days after the Title Company delivers the Preliminary Report and Exceptions to Seller’s receipt of any such notice of disapproval from Buyer, Seller shall notify Buyer within which to give notice in writing to Seller of any objection disapproved title exceptions that Seller is unable or unwilling to such title cause to be removed or insured against prior to or at Closing; provided, however, notwithstanding anything in this Agreement to the contrary, at or before the Closing, Seller shall, at no cost or expense to Buyer: (i) remove any liens or encumbrances affecting securing a debt, any mechanic’s, materialman’s, or other monetary liens (other than the lien for property taxes not yet due and payable), and any judgments against Seller that affect the Property; (ii) satisfy the Title Company as to Seller’s power and authority to enter into this Agreement and to convey the Property to Buyer and otherwise consummate the transactions contemplated hereby; and (iii) execute such affidavits as are reasonably requested by the Title Company to cause the issuance of the Title Policy as hereinafter defined, in form and content reasonably acceptable to Seller. Within Seller’s silence as to any disapproved title exception constitutes Seller’s agreement to cause such exception to be removed or insured against on or before Closing. If Seller indicates its unwillingness or inability to cause the elimination of any disapproved title exception, including as a result of failing to respond within the five (5) days provided above, then Buyer will have five (5) days after its receipt of such notice from Buyer, Seller shall give Buyer written notice Seller’s notification (or expiration of whether it is willing and able to remove the objected-to Exceptions. Without the need for objection by Buyer, Seller shall, with respect to liens and encumbrances that can be satisfied and released by the payment of money, eliminate such exceptions to title on or before Closing. Within said five (5) days after receipt of such notice from Seller (the "Title Contingency Date"), Buyer shall elect whether today period for Seller’s response) to either: (i) purchase waive its objection to the Property subject disapproved title exception and cause this Agreement to those objected-to Exceptions which Seller is not willing or able to removeremain in full force and effect; or (ii) terminate this AgreementAgreement in accordance with the provisions of Sections 4.2 and 4.3 above. If Buyer fails to give notify Seller notice of Buyer’s electionits election of one of the two options stated in the preceding sentence within such 5-day period, then Buyer will be deemed to have waived its objection to any disapproved title exception, and any such inaction shall exception will be deemed to be a Permitted Exception. Buyer shall have the right to update its title and survey examinations of the Property until the Closing Date, and in the event that such update or examinations disclose any matters not identified in the original PTR delivered to Buyer (a “New Objection”), provided such New Objection was not caused by Buyer’s election , Buyer may deliver to terminate this AgreementSeller a statement of any New Objections, and Seller shall have until the Closing Date to cure any New Objections. On If Seller fails to cure all New Objections on or before the Closing Date Date, Buyer may terminate this Agreement, in which event Sections 4.3(a) through (defined below), Seller d) hereof shall remove all Exceptions to which Buyer objects and which Seller agrees, or is deemed to have agreed, Seller is willing and able to remove. All remaining Exceptions set forth in the Preliminary Report and those Exceptions caused by or agreed to by Buyer shall be deemed "Permitted Exceptionsapply."

Title Objections. Seller (a) During the Due Diligence Period, Buyer shall request Escrow Agent to cause to be delivered to Buyer a preliminary title report (the "Preliminary Report") from a title company affiliated with the Escrow Agent (the "Title Company"), showing the status of Seller’s review title to the PropertyProperty as disclosed by the Title Commitment and the Survey. Prior to the expiration of the Due Diligence Period or within three (3) Business Days after the receipt of any supplement or modification to the Title Commitment, together with complete but in no event prior to the expiration of the Due Diligence Period, Buyer shall deliver to Seller written notice of any items shown on the Title Commitment and/or the Survey of which Buyer disapproves (individually "BUYER DISAPPROVED EXCEPTION" and legible copies of all documents shown therein as exceptions to title (collectively, "ExceptionsBUYER'S DISAPPROVED EXCEPTIONS"). Buyer shall have until may not disapprove of the date that is five (5) days after standard printed exceptions in the Title Company delivers the Preliminary Report and Exceptions Commitment pursuant to Buyer within which to give notice in writing to Seller of any objection to such title or to any liens or encumbrances affecting the Property. Within five (5) days after receipt of such notice from Buyer, Seller shall give Buyer written notice of whether it is willing and able to remove the objected-to Exceptions. Without the need for objection by Buyer, Seller shall, with respect to liens and encumbrances that can be satisfied and released by the payment of money, eliminate such exceptions to title on or before Closing. Within five (5) days after receipt of such notice from Seller (the "Title Contingency Date"), Buyer shall elect whether to: (i) purchase the Property subject to those objected-to Exceptions which Seller is not willing or able to remove; or (ii) terminate this AgreementSection. If Buyer fails does not deliver the aforementioned written notice prior to give Seller notice the expiration of Buyer’s electionthe time provided, then such inaction Buyer shall be deemed to have disapproved of all matters shown on the Title Commitment and the Survey. Seller shall have three (3) Business Days after receipt of the aforementioned Buyer's notice, or deemed notice, to notify Buyer in writing which, if any, of Buyer's Disapproved Exceptions Seller elects to cure or bond over prior to the Closing. If Seller does not notify Buyer in a timely fashion, Seller shall be deemed to have elected not to cure or bond over any of Buyer’s election 's Disapproved Exceptions. Seller shall not be obligated to terminate this Agreement. On so cure or bond over Buyer's Disapproved Exceptions, except for monetary liens which Seller shall be obligated to remove at or before the Closing Date (defined below), Closing. Seller shall remove all Exceptions not be required to which expend any effort or funds, or to commence litigation to cure a Buyer objects and Disapproved Exception, except for monetary liens, which Seller agrees, or is deemed to have agreed, Seller is willing and able to remove. All remaining Exceptions set forth in the Preliminary Report and those Exceptions caused by or agreed to by Buyer shall be deemed "Permitted Exceptionsobligated to remove at or before the Closing. Seller further agrees to remove any exceptions or encumbrances to title that are created by Seller after April 11, 2002, without Buyer's prior written consent."

Title Objections. Within fifteen (15) days after receiving the later of the Title Commitment or the Survey, Buyer shall notify Seller if the Title Commitment or Survey reveals any liens, encumbrances, claims or exceptions (including, without limitation, any matters set forth on Schedule 5.4) that, in Buyer's reasonable judgment, are unacceptable ("Title Objections"). If Seller is unable or unwilling to cure any Title Objections, Seller will provide written notice thereof to Buyer within fifteen (15) days following receipt of notice of Title Objections from Buyer and Buyer shall have the right, at its option, by written notice to Seller within fifteen (15) days following receipt of Seller's written notice, either (i) to terminate this Agreement and obtain a refund of the Xxxxxxx Money and all interest thereon, whereafter both Parties shall be relieved and discharged of any rights, liabilities or obligations hereunder, or (ii) to waive such defect and proceed to Closing. Buyer's failure to exercise the right to terminate within the said fifteen (15) day period shall constitute a waiver of Buyer's right to terminate with respect to such title matters. However, if Seller elects to cure the Title Objections (although Seller will have no such obligation to do so), Seller shall request Escrow Agent provide Buyer with notice of its intention to cause cure same within the fifteen (15) days aforesaid and Seller shall have an opportunity, at its expense, to be delivered to remove such Title Objections within sixty (60) days following receipt of written notice from Buyer a preliminary title report (identifying the "Preliminary Report") from a title company affiliated with the Escrow Agent Title Objections (the "Title Company"), showing the status of Seller’s title to the Property, together with complete and legible copies of all documents shown therein as exceptions to title ("ExceptionsCure Period"). In no event shall Seller have any obligation to commence litigation or to incur costs in excess of One Thousand Dollars ($1,000.00) to cure or remove any Title Objections. If Seller is unable to cure any Title Objections within the Title Cure Period that, in the reasonable opinion of the Title Company or Buyer, must be cured in order to deliver good and marketable title, Buyer shall have until the date that is five may, as its sole and exclusive remedy, and upon written notice to Seller within fifteen (515) days after expiration of the Title Company delivers the Preliminary Report and Exceptions to Buyer within which to give notice in writing to Seller of any objection to such title or to any liens or encumbrances affecting the Property. Within five (5) days after receipt of such notice from BuyerCure Period, Seller shall give Buyer written notice of whether it is willing and able to remove the objected-to Exceptions. Without the need for objection by Buyer, Seller shall, with respect to liens and encumbrances that can be satisfied and released by the payment of money, eliminate such exceptions to title on or before Closing. Within five (5) days after receipt of such notice from Seller (the "Title Contingency Date"), Buyer shall elect whether to: (i) purchase the Property subject to those objected-to Exceptions which Seller is not willing or able to remove; or (ii) terminate this Agreement. If Buyer fails to give Seller notice of Buyer’s election, then such inaction in which event the Xxxxxxx Money shall be deemed fully refunded to be Buyer’s election . Any changes to terminate this Agreement. On the Title Commitment or before the Survey prior to the Closing Date (defined below)and subsequent to the Buyer's receipt of the Title Commitment or Survey will be subject to the Title Objections procedures of this Section 11.3, Seller shall remove all Exceptions to which commencing as of the date Buyer objects and which Seller agrees, or is deemed to have agreed, Seller is willing and able to remove. All remaining Exceptions set forth in the Preliminary Report and those Exceptions caused by or agreed to by Buyer shall be deemed "Permitted Exceptionsobtains knowledge of such change."

Title Objections. Prior to the expiration of the Due Diligence Period, Buyer shall give Seller written notice of any Title Objections. Seller shall request Escrow Agent to cause to be delivered to notify Buyer a preliminary title report (the "Preliminary Report") from a title company affiliated with the Escrow Agent (the "Title Company"), showing the status of Seller’s title to the Property, together with complete and legible copies of all documents shown therein as exceptions to title ("Exceptions"). Buyer shall have until the date that is in writing within five (5) business days after receipt of Buyer’s notice of Title Objections (but, in any event, prior to the Title Company delivers Closing Date) whether Seller elects to Remove the Preliminary Report and Exceptions same. Failure of Seller to notify Buyer within which to give notice in writing to Seller of any objection to within such title or to any liens or encumbrances affecting the Property. Within five (5) business day period shall be deemed an election by Seller on the last day of such period not to Remove such Title Objections. If Seller elects not to Remove one or more Title Objections, then Buyer may either (a) terminate this Agreement by written notice to Seller given within five (5) business days after receipt Seller’s election (but in any event prior to the Closing Date), in which event the Title Company shall (i) pay Twenty-five Thousand Dollars ($25,000.00) of the Deposit to Seller and (ii) refund the balance of the Deposit to Buyer, and thereafter Seller and Buyer shall not have any further liability hereunder except for obligations which by the express terms of this Agreement survive the termination of this Agreement, or (b) waive such notice from BuyerTitle Objections and proceed to Closing. Failure of Buyer to terminate this Agreement within such five (5) business day period shall be deemed an election by Buyer to waive such Title Objections and proceed to Closing. Any such Title Objection so waived (or deemed waived) by Buyer shall be deemed to constitute a Permitted Exception, and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price. Notwithstanding the foregoing, Seller shall give be obligated to satisfy (or in the case of mechanics’liens, insure over at Seller’s cost) at Closing all (a) mortgages and security interests encumbering the Property, (b) mechanics’ liens or notices thereof relating to work performed at the request of any Seller Parties, and (c) liens for delinquent real estate taxes and assessments, and Buyer written notice of whether it shall not be obligated to identify the same as a Title Objection. If this Agreement is willing and able to remove not terminated by Buyer in accordance with the objected-to Exceptions. Without the need for objection by Buyerprovisions hereof, Seller shall, with respect at Closing, Remove or cause to liens be Removed any Title Objections which Seller elected in writing to Remove as provided above and encumbrances that can be satisfied and released by the payment of money, eliminate such exceptions to title on or before Closing. Within five (5) days after receipt of such notice from Seller (the "Title Contingency Date"), Buyer shall elect whether to: (i) purchase the Property subject to those objected-to Exceptions any other matters which Seller is obligated to satisfy under this Section 4.2. Seller shall be entitled to a reasonable adjournment of the Closing (not willing to exceed ninety (90) days) for the purpose of the Removal of any Title Objections which Seller has elected in writing to Remove or able other matters which Seller is obligated to remove; satisfy under this Section 4.2. From and after the Letter Date, Seller shall not execute any easement, restriction, covenant, agreement or (ii) terminate this Agreementother matter affecting title to the Property other than Leases entered into by Seller in the ordinary course of business and except for the deeds contemplated by Section 15.17, unless Buyer has received a copy thereof and has approved the same in writing. If Buyer fails to give Seller notice object in writing to any such proposed instrument within five (5) business days after receipt of Buyer’s electionthe aforementioned notice, then such inaction Buyer shall be deemed to be have approved the proposed instrument. Buyer’s election consent shall not be unreasonably withheld, conditioned or delayed with respect to terminate this Agreement. On or before the Closing Date (defined below), Seller shall remove all Exceptions to which Buyer objects and which Seller agrees, or is deemed to have agreed, Seller is willing and able to remove. All remaining Exceptions set forth in the Preliminary Report and those Exceptions caused by or agreed to by Buyer shall be deemed "Permitted Exceptionsany such instrument."

Title Objections. Seller shall request Escrow Agent If there are any liens, charges, easements, ---------------- agreements of record, encumbrances or other objections to cause title, other than the Permitted Encumbrances and Subsequent Title Objections (which Purchaser agrees to be delivered to Buyer a preliminary take title report (the "Preliminary Report"subject to) from a title company affiliated which are not waived in accordance with the Escrow Agent provisions of Section 5.1 (the collectively, "Title CompanyObjections"), showing the status which (i) were caused by, resulted from or arose out of Seller’s title a grant by Seller to any person or entity of a mortgage or other security interest affecting the Property, together with complete and legible copies or the performance of work on behalf of Seller upon all documents shown therein as exceptions to title ("Exceptions"). Buyer shall have until the date that is five (5) days after the Title Company delivers the Preliminary Report and Exceptions to Buyer within which to give notice in writing to Seller or any portion of any objection to such title or to any liens or encumbrances affecting the Property. Within five (5) days after receipt of such notice from Buyer, then Seller shall give Buyer written notice of whether it is willing and able to remove the objected-to Exceptions. Without the need for objection by Buyer, Seller shall, with respect to liens and encumbrances that can be satisfied and released by the payment of money, eliminate such exceptions to title on or before Closing. Within five (5) days after receipt of such notice from Seller (the "Title Contingency Date"), Buyer shall elect whether to: (i) purchase the Property subject to those objected-to Exceptions which Seller is not willing or able to removeObjections; or (ii) are not of the type described in clause (i) of this sentence, but are removable by the payment of an ascertainable sum not to exceed in the aggregate $250,000.00 (the "Maximum Amount"), then Seller shall cause such Title Objections to be removed. If Seller fails to remove any Title Objection(s) in accordance with the provisions of the immediately preceding sentence, or if there exist any Title Objection(s) which Seller is not obligated to remove pursuant to clause (ii) of the immediately preceding sentence because the payment of funds in excess of the Maximum Amount would be required to cure the same, Purchaser, nevertheless, may elect (at or prior to Closing) to consummate the transaction provided for herein subject to any such Title Objection(s) as may exist as of the Closing Date, with a credit allocated against the Cash Balance payable at the Closing equal to the sum necessary to remove such Title Objection(s), not to exceed the Maximum Amount (in the event of a Title Objection of the type described in clause (ii) of the immediately preceding sentence); provided, however, if Purchaser makes such election, Purchaser shall not be entitled to any other credit, nor shall Seller bear any further liability, with respect to any Title Objection(s) of the type described in clause (ii) of the immediately preceding sentence, but Seller shall remain fully liable for the cost of removing any Title Objection(s) of the type described in clause (i) of the immediately preceding sentence. If Purchaser shall not so elect, Purchaser may terminate this Agreement. If Buyer fails to give Seller notice of Buyer’s election, then such inaction Agreement and Seller's sole liability thereafter shall be deemed to cause the Deposit, together with any interest earned thereon while in escrow, to be Buyer’s election refunded to terminate Purchaser, and, upon the return of the Deposit and any such interest, this Agreement shall be terminated, and the parties hereto shall be relieved of all further obligations and liability under this Agreement. On or before , other than with respect to the Closing Date (defined below), Seller shall remove all Exceptions to provisions of this Agreement which Buyer objects and which Seller agrees, or is deemed to have agreed, Seller is willing and able to remove. All remaining Exceptions set forth in the Preliminary Report and those Exceptions caused by or agreed to by Buyer shall be deemed "Permitted Exceptionsexpressly survive a termination of this Agreement."

Title Objections. Seller shall request Escrow Agent to cause to be delivered to Buyer a preliminary title report (the "Preliminary Report") from a title company affiliated with the Escrow Agent (the "Title Company"), showing the status of Seller’s title to the Property, together with complete and legible copies of all documents shown therein as exceptions to title ("Exceptions"). Buyer shall have until 11:59 p.m. (Pacific Time) on the date that is Title Approval Date to notify Seller in writing of any title exceptions identified in the PTR of which Buyer disapproves. Buyer’s failure to give any such notice by the Title Approval Date shall constitute Buyer’s approval of the condition of title as set forth in the PTR, and all of the exceptions in the PTR shall be deemed to be Permitted Exceptions. No more than five (5) days after the Title Company delivers the Preliminary Report and Exceptions to Seller’s receipt of any such notice of disapproval from Buyer, Seller shall notify Buyer within which to give notice in writing to Seller of any objection disapproved title exceptions that Seller is unable or unwilling to such title cause to be removed or insured against prior to or at Closing; provided, however, notwithstanding anything in this Agreement to the contrary, at or before the Closing, Seller shall, at no cost or expense to Buyer: (i) remove any liens or encumbrances affecting securing a debt, any mechanic’s, materialman’s, or other monetary liens (other than the lien for property taxes not yet due and payable), and any judgments against Seller that affect the Property; (ii) satisfy the Title Company as to Seller’s power and authority to enter into this Agreement and to convey the Property to Buyer and otherwise consummate the transactions contemplated hereby; and (iii) execute such affidavits as are reasonably requested by the Title Company to cause the issuance of the Title Policy as hereinafter defined, in form and content reasonably acceptable to Seller. Within Seller’s silence as to any disapproved title exception constitutes Seller’s agreement to cause such exception to be removed or insured against on or before Closing. If Seller indicates its unwillingness or inability to cause the elimination of any disapproved title exception, including as a result of failing to respond within the five (5) days provided above, then Buyer will have five (5) days after its receipt of such notice from Buyer, Seller shall give Buyer written notice Seller’s notification (or expiration of whether it is willing and able to remove the objected-to Exceptions. Without the need for objection by Buyer, Seller shall, with respect to liens and encumbrances that can be satisfied and released by the payment of money, eliminate such exceptions to title on or before Closing. Within said five (5) days after receipt of such notice from Seller (the "Title Contingency Date"), Buyer shall elect whether today period for Seller’s response) to either: (i) purchase waive its objection to the Property subject disapproved title exception and cause this Agreement to those objected-to Exceptions which Seller is not willing or able to removeremain in full force and effect; or (ii) terminate this AgreementAgreement in accordance with the provisions of Sections 4.2 and 4.3 above. If Buyer Xxxxx fails to give notify Seller notice of Buyer’s electionits election of one of the two options stated in the preceding sentence within such 5-day period, then Buyer will be deemed to have waived its objection to any disapproved title exception, and any such inaction shall exception will be deemed to be a Permitted Exception. Buyer shall have the right to update its title and survey examinations of the Property until the Closing Date, and in the event that such update or examinations disclose any matters not identified in the original PTR delivered to Buyer (a “New Objection”), provided such New Objection was not caused by Buyer’s election , Buyer may deliver to terminate this AgreementSeller a statement of any New Objections, and Seller shall have until the Closing Date to cure any New Objections. On If Seller fails to cure all New Objections on or before the Closing Date Date, Buyer may terminate this Agreement, in which event Sections 4.3(a) through (defined below), Seller d) hereof shall remove all Exceptions to which Buyer objects and which Seller agrees, or is deemed to have agreed, Seller is willing and able to remove. All remaining Exceptions set forth in the Preliminary Report and those Exceptions caused by or agreed to by Buyer shall be deemed "Permitted Exceptionsapply."

Title Objections. If Buyer shall not approve any title or survey matters which Buyer is permitted to disapprove hereunder, Buyer shall have the right to give written notice thereof ("Title Objection Notice") to Seller within the time periods provided for in Paragraphs 4A(1)(a) or (b), as applicable. Upon receipt by Seller of a Title Objection Notice given in a timely manner (or a deemed title disapproval under Paragraphs 4A(1)(a) or (b) above), then Seller shall request Escrow Agent have until the sooner to occur of (1) three (3) business days from receipt of such Title Objection Notice (or from the date of Buyer's deemed disapproval as aforesaid) and (2) the Closing Date, within which to notify Buyer as to each properly disapproved matter either that (i) Seller elects not to cause such disapproved matter to be delivered removed as of the Closing Date (or otherwise take any action with respect thereto), or (ii) Seller intends to either (a) use commercially reasonable efforts to cause such disapproved matter to be removed on the Closing Date, or (b) obtain a title endorsement (if available) reasonably acceptable to Buyer insuring over such disapproved matter; provided, however, Seller shall have no liability if for any reason, after electing under (ii) above, such additional disapproved matters are not removed or insured over in a preliminary title report (form reasonably acceptable to Buyer as of the "Preliminary Report") from a title company affiliated with the Escrow Agent (the "Title Company")Closing Date. Failure to deliver any written notification by Seller of its election within such period shall be deemed to be an election not to cause any such additional disapproved matters to be removed. If Seller elects not to cause any or all such additional disapproved matters to be removed or insured over as aforesaid, showing the status of Seller’s title to the Property, together with complete and legible copies of all documents shown therein as exceptions to title ("Exceptions"). Buyer shall have until the sooner to occur of (1) three (3) business days from receipt of written notice thereof (or from the date that is five of Seller's deemed election as aforesaid) and (52) days after the Title Company delivers the Preliminary Report and Exceptions to Buyer Closing Date, within which to give notice notify Seller in writing to Seller either that (x) Buyer revokes its disapproval and will proceed with the purchase of the Property without any objection reduction in the Purchase Price and will take subject to such title or to any liens or encumbrances affecting the Property. Within five (5) days after receipt of such notice from Buyermatters, Seller shall give Buyer written notice of whether it is willing and able to remove the objected-to Exceptions. Without the need for objection by Buyer, Seller shall, with respect to liens and encumbrances that can be satisfied and released by the payment of money, eliminate such exceptions to title on or before Closing. Within five (5) days after receipt of such notice from Seller (the "Title Contingency Date"), Buyer shall elect whether to: (i) purchase the Property subject to those objected-to Exceptions which Seller is not willing or able to remove; or (iiy) terminate Buyer terminates this AgreementAgreement (and thereupon the Escrow Deposit shall be delivered to Buyer). If Failure to deliver any written notification by Buyer fails to give Seller notice of Buyer’s election, then its election within such inaction period shall be deemed to be Buyer’s an election to terminate this Agreement. On or before the Closing Date (defined below), Seller shall remove all Exceptions to which Buyer objects and which Seller agrees, or is deemed to have agreed, Seller is willing and able to remove. All remaining Exceptions set forth in the Preliminary Report and those Exceptions caused by or agreed to by Buyer shall be deemed "Permitted Exceptions."

Title Objections. On or before the Effective Date of this Agreement, as noted in Section 5.1, Seller shall request Escrow Agent deliver to cause to be delivered to Buyer Purchaser all title insurance commitments and policies in Seller 's possession. Seller shall also order for Purchaser a preliminary title report (the "Preliminary ReportTitle Commitment") from a title company affiliated with issued by the Escrow Agent (the "Title Company"), showing the status of Seller’s which shall provide a commitment to insure title to the PropertyProperty on the full coverage, together in the amount of the Purchase Price subject, however, to the standard exceptions. Purchaser shall have ten (10) days after the Effective Date of the Purchase Agreement, to object, by delivering written notice to Seller with complete respect to any matters shown in the Title Commitment and legible copies of all documents Survey, and any matters shown therein as exceptions and not objected to title by Purchaser within said Objection Period shall be deemed approved by Purchaser (and shall be included in the definition of "Permitted Exceptions"). Buyer If Purchaser does give such notice within the timeframe described above and objects to title matters, then Seller shall have until the date that is five ten (510) days after to deliver a written response as to which objections, if any, Seller agrees to cure. If Purchaser is not satisfied with the Title Company delivers the Preliminary Report and Exceptions objections Seller does not agree to Buyer cure, then Purchaser may terminate this Agreement by delivering a written notice of termination, within which to give notice in writing to Seller of any objection to such title or to any liens or encumbrances affecting the Property. Within five (5) days after receipt of Seller's response whereupon the Xxxxxxx Money shall be returned to Purchaser and neither party shall have any further obligation to the other, except for those obligations that expressly survive the termination of this Agreement. Seller shall have until the Closing date to cure the objections Seller has agreed to cure. If Seller does not so remedy any matters to which Purchaser has objected and Seller has agreed to cure, then Purchaser shall have the option of either (1) completing this transaction and accepting such notice from Buyertitle as Seller is able to convey, without reduction of the Purchase Price, or (2) terminating this Agreement, in which event the Xxxxxxx Money shall be returned to Purchaser and neither party shall have any further obligation to the other hereunder, except for those obligations which expressly survive the termination of this Agreement. Notwithstanding the foregoing, Seller shall be required to pay off and/or cause to be satisfied at Closing, any liens, judgments, deeds of trusts, and any other title objections which can be satisfied of record by a stated sum of money, whether or not such monetary title objections are included in Purchaser's notice. From time to time, at any time after the expiration of the Inspection Period and prior to the Closing date, Purchaser may give Buyer written notice of whether it is willing objections to matters of title first appearing in any updated title commitment issued after the initial Title Commitment and able to remove the objected-to Exceptions. Without the need for objection by Buyer, Seller shall, with respect to liens and encumbrances that can all such additional objections shall be satisfied and released by the payment of money, eliminate such exceptions to title on or before Closing. Within five (5) days after receipt of such notice from Seller (the "Title Contingency Date"), Buyer shall elect whether to: (i) purchase the Property subject to those objected-to Exceptions which Seller is not willing or able to remove; or (ii) terminate this Agreement. If Buyer fails to give Seller notice procedures for resolution of Buyer’s election, then such inaction shall be deemed to be Buyer’s election to terminate this Agreement. On or before the Closing Date (defined below), Seller shall remove all Exceptions to which Buyer objects and which Seller agrees, or is deemed to have agreed, Seller is willing and able to remove. All remaining Exceptions title objections set forth in the Preliminary Report and those Exceptions caused by or agreed to by Buyer shall be deemed "Permitted Exceptionsthis Section 5.3."

Title Objections. Seller Purchaser shall request Escrow Agent within thirty (30) days after the Effective Date obtain from the Title Company a commitment to cause to be delivered to Buyer a preliminary issue an ALTA title report policy covering the Property (the "Preliminary Report") from a title company affiliated with the Escrow Agent (the "“Title Company"Commitment”), showing the status of Seller’s title to the Property, together with complete and legible true copies of all documents evidencing matters of record shown therein as exceptions to title thereon. Purchaser may also obtain a survey of the Property ("Exceptions"the “Survey”). Buyer Purchaser shall have the right to object, in its sole and absolute discretion, to any exceptions contained in the Title Commitment or matters shown on the Survey by giving written notice (the “Title Objection Notice”) to Seller not later than fifteen (15) days prior to the expiration of the Feasibility Period stating the matters to which Purchaser disapproves and the reasons therefor. If Purchaser fails timely to provide the Title Objection Notice, then Purchaser shall conclusively be deemed to have approved all matters on the Survey and affecting title to the Property shown on the Title Commitment, except for Mandatory Cure Items. If Purchaser delivers the Title Objection Notice, Seller shall have until the date day that is five ten (510) days after the date Seller receives the Title Company delivers Objection Notice (the Preliminary Report and Exceptions “Seller Title Election Period”) to Buyer within which to give notice in writing to Seller of any objection to such title or to any liens or encumbrances affecting the Property. Within five (5) days after receipt of such notice from Buyerelect, Seller shall give Buyer by written notice of whether it is willing and able to remove the objected-to Exceptions. Without the need for objection by BuyerPurchaser, Seller shall, with respect to liens and encumbrances that can be satisfied and released by the payment of money, eliminate such exceptions to title on or before Closing. Within five (5) days after receipt of such notice from Seller (the "Title Contingency Date"), Buyer shall elect whether toeither: (i) purchase Seller shall cure, prior to the Property subject to those objected-to Exceptions which Seller is not willing or able to remove; Closing Date, the objections set forth in the Title Objection Notice, or (ii) terminate this AgreementSeller is unwilling or unable to cure the objections set forth in the Title Objection Notice. If Buyer Seller fails to give so respond to Purchaser prior to the expiration of the Seller notice of Buyer’s electionTitle Election Period, then such inaction Seller shall be deemed to be Buyer’s election to terminate this Agreementhave elected option (ii) above. On or before the Closing Date If Seller so notifies (defined below), Seller shall remove all Exceptions to which Buyer objects and which Seller agrees, or is deemed to have agreed, notified) Purchaser that Seller is willing and able unwilling or unable to remove. All remaining Exceptions cure all objections set forth in the Preliminary Report and those Exceptions caused Title Obligation Notice, Purchaser may, at its option, either (A) terminate this Agreement by delivery of written notice thereof to Seller prior to the expiration of the Feasibility Period, or agreed (B) waive such objections. If Purchaser fails to by Buyer terminate this Agreement pursuant to option (A) above, Purchaser shall be deemed "Permitted Exceptionsto have elected to waive such objections. From and after the Effective Date, Seller shall not grant any easements or otherwise encumber the Property without the prior written consent of Purchaser."

Title Objections. Purchaser shall promptly review any title report or title policy provided by Seller under Section 3a hereinabove ("Seller's Title Report"). Purchaser shall request Escrow Agent also cause a search of title to cause the Property to be delivered made and a survey of the Property to Buyer a preliminary title report be performed not later than twenty (20) days after the "Preliminary Report") from a title company affiliated with termination of the Escrow Agent Feasibility Period. If Purchaser shall determine that any matter or matters affecting the Property are unacceptable, Purchaser shall notify Seller in writing of such matter or matters (the "Title CompanyObjections"), showing ) within ten (10) business days of Purchaser's receipt of the status of Seller’s respective title to the Property, together with complete and legible copies of all documents shown therein as exceptions to title report or survey. Within seven ("Exceptions"). Buyer shall have until the date that is five (57) days after the Title Company delivers the Preliminary Report and Exceptions to Buyer within which to give notice in writing to Seller of any objection to such title or to any liens or encumbrances affecting the Property. Within five (5) days after receipt of such notice from Buyernotification, Seller shall give Buyer written notice of whether it is willing and able to remove the objected-to Exceptions. Without the need for objection by Buyer, Seller shall, with respect to liens and encumbrances notify Purchaser either that can be satisfied and released by the payment of money, eliminate such exceptions to title on or before Closing. Within five (5) days after receipt of such notice from Seller (the "Title Contingency Date"), Buyer shall elect whether to: (i) purchase Seller shall correct such Title Objections, or (ii) Seller shall not correct such Title Objections. In the Property subject event that Seller shall elect to those objected-correct such Title Objections, Seller shall correct such Title Obligations at or prior to Exceptions which Closing hereunder. In the event that Seller is shall elect not willing or able to remove; correct such Title Objections, Purchaser shall have the right, in its sole discretion, either to (i) accept title as is, or (ii) terminate this Agreement, in which event the Deposit shall be promptly returned to Purchaser and the parties hereto released from any further liabilities or obligations hereunder, except that Seller shall pay the reasonable costs of the title examination ordered by the Purchaser for any matter not disclosed by the Seller's Title Report. If Buyer Any matters to which Purchaser does not object on or before the day thirty (30) days after the expiration of the Feasibility Period shall be deemed acceptable to Purchaser. In the event Purchaser notifies Seller of any Title Objections, and Seller fails to give notify Purchaser within the period set forth above of its election to cure or not cure such Title Objections, Seller notice of Buyer’s election, then such inaction shall be deemed to be Buyer’s election have elected not to terminate cure such Title Objections. Notwithstanding the provisions of this Agreement. On or before the Closing Date (defined below)Section 4b, Seller shall remove release at or prior to closing all Exceptions to which Buyer objects monetary liens and which Seller agrees, or is deemed to have agreed, Seller is willing and able to remove. All remaining Exceptions set forth in encumbrances encumbering the Preliminary Report and those Exceptions caused by or agreed to by Buyer shall be deemed "Permitted ExceptionsProperty."

Title Objections. If Purchaser or its attorney objects to the title shown by the title insurance commitment (an “Objection”), on or before sixty (60) days following the Effective Date, the Seller shall request Escrow Agent the right, within thirty (30) days from the date of Purchaser’s written objection, to: (1) fulfill the requirements in said title insurance commitment and remedy the Objection, (2) to cause obtain an appropriate endorsement over the Objection (if Purchaser agrees to be delivered to Buyer a preliminary title report (the "Preliminary Report") from a title company affiliated with the Escrow Agent (the "Title Company"accept such endorsement), showing or (iii) to terminate this Agreement and refund the status of Seller’s title Deposit if Seller determines that it is unable or unwilling to remedy the Objection. In the event that Seller elects to terminate this Agreement, then the Deposit shall be returned to Purchaser and neither party shall have any continuing obligation to the Propertyother except with respect to those obligations herein that expressly survive Closing, together with complete and legible copies of all documents shown therein as exceptions to title ("Exceptions"). Buyer shall have until the date that is unless Purchaser elects within five (5) days after of Seller’s notice to waive the Title Company delivers Objections and take the Preliminary Report and Exceptions Property subject thereto. If the Closing Date set forth in Paragraph 6 is to Buyer occur during said title cure period, then the Closing Date shall be automatically postponed until a date which is within which to give notice in writing to Seller of any objection to such title or to any liens or encumbrances affecting the Property. Within five ten (510) days after of Purchaser’s receipt of such notice from Buyer, Seller shall give Buyer written notice of whether it is willing and able to remove the objected-to Exceptions. Without the need for objection by Buyer, Seller shall, with respect to liens and encumbrances that can be satisfied and released by the payment of money, eliminate such exceptions to title on or before Closing. Within five (5) days after receipt of such notice from Seller that the Objection has been cured or insured over (the "Title Contingency Date"or Seller’s election not to cure any Objection, and Purchaser’s subsequent waiver thereof), Buyer shall elect whether to: (i) purchase as set forth herein. In the Property subject to those objected-to Exceptions which Seller is not willing or able to remove; or (ii) terminate this Agreement. If Buyer even that Purchaser fails to give Seller notice of Buyer’s electionmake any Objection within thirty days following the date hereof, then such inaction it shall be deemed to be Buyer’s election elect to terminate this Agreementconsent to all title and survey matters. On or before the Closing Date (defined below), Seller shall remove all Exceptions Any matters not objected to which Buyer objects and which Seller agreesby Purchaser, or is deemed to have agreedwaived by Purchaser, Seller is willing and able to remove. All remaining Exceptions set forth in the Preliminary Report and those Exceptions caused by or agreed to by Buyer shall be deemed "“Permitted Exceptions”."

Title Objections. Seller PC Member has provided TCG Member with an opportunity to review title for each of the Properties. TCG Member may submit objections thereto to PC Member by not later than August 25, 2008 (“Title Objections”); provided, however, that clauses (a) through (i) of Permitted Encumbrances shall request Escrow Agent to cause not be deemed to be delivered Title Objections. Any title encumbrances or exceptions that are set forth in the PTC to Buyer a preliminary title report which TCG Member does not object during the period specified above or that do not exceed the Title Objection Threshold (the "Preliminary Report"as hereinafter defined) from a title company affiliated with the Escrow Agent (the "Title Company"), showing shall be deemed to be permitted exceptions to the status of SellerPC Member’s title (the “Permitted Exceptions”). Without limiting the provisions of the immediately succeeding sentence, PC Member will work with TCG Member and Title Company to cure and remove the Title Objections prior to Closing. If, by September 19, 2008, (A) the aggregate value of the underlying Properties that remain subject to the PropertyTitle Objections does not total more than one percent (1%) of the TCG Member Contribution (the “Title Objection Threshold”), together then TCG Member shall accept the status of the title and proceed to Closing without further action with complete regards to such remaining Title Objections; provided, however, that (i) PC Member will work with TCG Member and legible copies Title Company to cure and remove the Title Objections prior to Closing and (ii) the Title Objection Threshold shall not apply to any title objection relating to a Title Failure and TCG Member shall be permitted to object to all Title Failures affecting the Properties; or (B) the aggregate value of all documents shown therein as exceptions the underlying Property that remains subject to title the Title Objections equals or exceeds the Title Objection Threshold, then PC Member must either, at PC Member’s sole discretion, ("Exceptions"). Buyer shall have until the date that is five (5i) days after cause the Title Company delivers to issue the Preliminary Report and Exceptions to Buyer within which to give notice in writing to Seller of any objection title insurance policy without reference to such title or to any liens or encumbrances affecting the Property. Within five remaining Title Objections (5) days after receipt of such notice from Buyerin other words, Seller shall give Buyer written notice of whether it is willing and able to remove the objected-to Exceptions. Without the need for objection by Buyer, Seller shall, with respect to liens and encumbrances that can be satisfied and released by the payment of money, eliminate such exceptions to title on or before Closing. Within five (5) days after receipt of such notice from Seller (the "Title Contingency Date"“insure around” an exception), Buyer shall elect whether to: (i) purchase without a reduction in the Property subject to those objected-to Exceptions which Seller is not willing or able to removeTCG Member Contribution; or (ii) terminate this Agreementremove that portion of the Fee Property (and/or the Leased Property, if applicable) in excess of the Title Objection Threshold from the transactions contemplated herein, whereupon the TCG Member Contribution will be reduced by the value of such Property so removed (“Title Objection Carveout”). If Buyer fails In the event PC Member and TCG Member cannot agree as to give Seller notice the amount of Buyer’s electiondiminution in value of the Property removed from the transaction, then the provisions of Article10 shall apply. Any such inaction excluded acreage shall be deemed aggregated with such surrounding acreage as may be reasonably necessary to create an economically feasible and marketable parcel, in PC Member’s sole discretion, of not less than 40 acres in size. In the event of any such carve-outs, PC Member shall reserve or TCG Member shall grant such rights for ingress, egress and utilities as may be Buyer’s election required to terminate this Agreement. On or before the Closing Date (defined below), Seller shall remove all Exceptions to which Buyer objects and which Seller agrees, or is deemed to have agreed, Seller is willing and able to remove. All remaining Exceptions set forth in the Preliminary Report and those Exceptions caused by or agreed to by Buyer shall be deemed "Permitted Exceptionsaccess such parcel."

Title Objections. Seller shall request Escrow Agent to cause to be CPS-Commercial Property Services (the “Seller’s Broker”) has delivered to the Buyer a preliminary title report (the "Preliminary Report") from a title company affiliated dated May 23, 2003, with the Escrow Agent (the "Title Company"), showing the status of Seller’s title respect to the Property, together with complete documents and legible copies of all documents shown therein as information pertaining to the exceptions to title listed in such report ("Exceptions"the “PTR”). At least ten (10) days prior to the conclusion of the Inspection Period, Buyer shall have until the date that is five (5) days after the Title Company delivers the Preliminary Report and Exceptions deliver, or cause to Buyer within which to give notice in writing be delivered, to Seller written notice of any all exceptions to title contained in the PTR which Buyer desires to have removed (collectively, the “Title Objections”). Those exceptions to title which Buyer does not submit written objection to such title or shall be considered to any liens or encumbrances affecting be permitted Exceptions (collectively, the Property“Permitted Exceptions”). Within five (5) days after of Seller’s receipt of such notice from Buyerthe Title Objections, Seller shall give deliver or cause to be delivered to Buyer written notice of stating whether it is willing and able or not Seller will remove or cause Title Company to remove the objected-to Exceptions. Without the need for objection by Buyer, Seller shall, with respect to liens and encumbrances that can be satisfied and released insure around each Title Objection by the payment of moneyClosing Date. Buyer’s reasonable consent shall be required, eliminate such exceptions in the event Seller seeks to title on or before Closinghave Title Company insure over any Title Objections, as opposed to removing them entirely. Within five (5) days after receipt of such notice from As to those Title Objections which Seller (the "Title Contingency Date")does not agree to remove, Buyer shall elect have until the conclusion of the Inspection Period to determine whether to: to (i) purchase the Property subject to those objected-to such Title Objections in which case they shall be deemed Permitted Exceptions which Seller is not willing or able to remove; or (ii) terminate deliver written notice to Seller terminating this Agreement. If Buyer fails to give Seller notice of Buyer’s election, then such inaction shall be deemed to be Buyer’s election to terminate this Agreement. On or before the Closing Date (defined below), Seller shall remove all Exceptions to in which Buyer objects and which Seller agrees, or is deemed to have agreed, Seller is willing and able to remove. All remaining Exceptions set forth in the Preliminary Report and those Exceptions caused by or agreed to by event Buyer shall be deemed "Permitted Exceptionsentitled to the immediate full refund of the Deposit. For avoidance of doubt, Buyer’s failure deliver the notice provided in subsection (ii) above shall be considered Buyer’s acceptance of the Title Objections and election to proceed with the purchase of the Property."

Title Objections. If the Title Commitment discloses title exceptions other than the Permitted Exceptions or if the survey discloses survey matters which, in the reasonable judgment of Purchaser, interfere with Purchaser’s ability to use or finance the Real Property, Purchaser shall notify Seller in writing of its objections thereto on or before the date seven (7) Business Days following the later of the Effective Date or Purchaser’s receipt of the Title Commitment and all related title exceptions (“Title Objections”). Seller shall request Escrow Agent to cause to be delivered to Buyer a preliminary title report (the "Preliminary Report") from a title company affiliated with the Escrow Agent (the "Title Company"), showing the status of Seller’s title to the Property, together with complete and legible copies of all documents shown therein as exceptions to title ("Exceptions"). Buyer shall have until the date that is five (5) days after Business Days from the Title Company delivers the Preliminary Report and Exceptions to Buyer within which to give notice in writing to Seller of any objection to such title or to any liens or encumbrances affecting the Property. Within five (5) days after receipt of such notice (“Seller’s Removal Period”) to have such title exceptions removed from Buyerthe Title Commitment and to correct any such survey at Seller’s expense. If Seller fails to timely provide such removal, Seller correction or insurance, one of the following shall give Buyer written notice of whether it is willing and able to remove the objected-to Exceptions. Without the need for objection by Buyer, Seller shall, with respect to liens and encumbrances that can be satisfied and released by the payment of money, eliminate such exceptions to title on or before Closing. Within five (5) days after receipt of such notice from Seller (the "Title Contingency Date"), Buyer shall elect whether tooccur: (i) purchase Purchaser may declare this Agreement null and void by giving written notice to Seller prior to expiration of the Property subject Inspection Period, unless the parties mutually agree in writing to extend the time for providing such notice (the “Termination Notice”), whereupon the parties hereto shall have no further obligations hereunder (except for those objected-obligations which otherwise survive the termination of this Agreement) and the Deposit shall be returned to Exceptions which Seller is not willing or able to removePurchaser; or (ii) terminate this Agreementif Purchaser does not timely give the Termination Notice, Purchaser shall be obligated to close the purchase and sale of the Property as otherwise provided herein. If Buyer fails to give Purchaser does not provide Seller with notice of Buyer’s electionTitle Objections within the time periods specified in the first sentence of this Section 5.3, then such inaction Purchaser shall be deemed to be Buyer’s election to terminate this Agreement. On or before have approved the Closing Date (defined below), Seller shall remove all Exceptions to which Buyer objects and which Seller agrees, or is deemed to have agreed, Seller is willing and able to remove. All remaining Exceptions set forth in the Preliminary Report and those Exceptions caused by or agreed to by Buyer shall be deemed "Permitted ExceptionsTitle Commitment."

Title Objections. Seller shall request Escrow Agent to cause to be delivered to Buyer a preliminary title report (the "Preliminary Report") from a title company affiliated with the Escrow Agent (the "Title Company"), showing the status of Seller’s title to the Property, together with complete and legible copies of all documents shown therein as exceptions to title ("Exceptions"). Buyer Purchaser shall have until five (5) days from the date that is it receives the Commitment to make its objections to matters disclosed in the Commitment or Survey (if any) by delivering such objections to Seller in writing (the “Objections”). Seller shall have no obligation to cure the Objections. Seller shall notify Purchaser in writing within five (5) days after Purchaser’s delivery of the Title Company delivers Objections as to which Objections Seller will undertake to attempt to cure prior to Closing, provided that notwithstanding anything to the Preliminary Report and Exceptions contrary contained in this Agreement, Seller, in its sole discretion, shall have the right to Buyer adjourn the Closing for a period not to exceed forty-five (45) days, provided that Seller shall notify Purchaser, in writing, within which to give notice in writing to Seller of any objection to such title or to any liens or encumbrances affecting the Property. Within five (5) days after receipt by Seller of the Objections, whether or not it will endeavor to cure any such notice from BuyerObjections (such period as may be extended by Seller referred to as the “Cure Period”). If Seller is unable to cure any such Objections within the Cure Period, and if Purchaser does not elect to terminate this Agreement as provided herein, such matters that Seller does not cure shall be deemed waived by Purchaser. Notwithstanding the foregoing, at or prior to Closing, Seller shall give Buyer written notice of whether it is willing pay and able to remove satisfy any mortgages placed on the objected-to Exceptions. Without the need Real Property by Seller, judgments against Seller, liens against Seller or mechanic’s liens for objection work requested by Buyer, Seller shall, with respect to liens and encumbrances that can be satisfied and released by the payment of money, eliminate such exceptions to title on or before Closing. Within five (5) days after receipt of such notice from Seller (as opposed to tenants) (the "Title Contingency Date"“Required Removal Items”), Buyer shall elect whether to: (i) purchase the Property subject to those objected-to Exceptions which Seller is not willing or able to remove; or (ii) terminate this Agreement. If Buyer fails the Objections are not cured by Seller at or prior to give Closing, Purchaser shall then have the right to do any of the following by notice provided to Seller notice within two (2) business days of Buyer’s election, the then such inaction shall be deemed to be Buyer’s election to terminate this Agreement. On or before the scheduled Closing Date (defined below), Seller shall remove all Exceptions to which Buyer objects and which Seller agrees, or is deemed to have agreed, Seller is willing and able to remove. All remaining Exceptions set forth in the Preliminary Report and those Exceptions caused by or agreed to by Buyer shall be deemed "Permitted Exceptions."Date:

Title Objections. Seller shall request Escrow Agent shall, as part of the Investigation Documents required hereunder, deliver to cause to be delivered to Buyer Purchaser a preliminary copy of the existing title report (the "Preliminary Report") from a title company affiliated insurance policy with the Escrow Agent (the "Title Company"), showing the status of Seller’s title respect to the Real Property, together with complete and legible copies of all instruments and documents shown referred to therein as exceptions which are in Seller’s possession. Purchaser, at its sole cost and expense, shall obtain a preliminary title report for the Real Property (the “Title Report”) from First American Title Insurance Company (the “Title Company”), together with complete and legible copies of all instruments and documents referred to title therein ("collectively, the “PTR Exceptions"”). Buyer Purchaser shall provide to Seller the contact information of the Title Company as soon as practicable. Purchaser shall, on or before the expiration of the Objection Period, provide Seller with a written description of its title requirements (the “Title Requirement Letter”), including, without limitation, (A) the form and amount of such final title policy, (B) all objections to any PTR Exceptions which are unacceptable to Purchaser (which it may do in its sole and absolute discretion for any reason or no reason) and setting forth the manner in which it will accept the removal or a cure to such objected PTR Exceptions (the form of removal or cure being acceptable to Purchaser in its sole and absolute discretion) (the “Title Objections”) and (C) all title insurance endorsements required by Purchaser (the form of such endorsements being acceptable to Purchaser in its sole and absolute discretion) (the “Title Endorsements”). Purchaser’s failure to timely deliver the Title Requirement Letter shall be deemed to constitute Purchaser’s approval of the PTR Exceptions, and such PTR Exceptions which Purchaser has been deemed to approve shall then become Permitted Exceptions. If Purchaser timely delivers the Title Requirement Letter, then Seller shall have the right, but not the obligation, to elect to (a) cure such Title Objections to Purchaser’s satisfaction (in Purchaser’s sole and absolute discretion); or (b) subject to Section 8.1(b), unconditionally and irrevocably agree in writing that such Title Objections will be cured to Purchaser’s satisfaction (in Purchaser’s sole and absolute discretion) prior to or upon Closing. Seller shall have until 5:00 p.m. (Eastern Time) on the date that is five Cure Date to make its election pursuant to the immediately preceding sentence. If Seller does not timely cure such Title Objections to Purchaser’s satisfaction (5in Purchaser’s sole and absolute discretion) days after prior to the Title Company delivers the Preliminary Report Cure Date or unconditionally and Exceptions to Buyer within which to give notice irrevocably agree in writing that such objections will be cured to Purchaser’s satisfaction (in Purchaser’s sole and absolute discretion) prior to Closing, then Purchaser shall, on or before the Review Date, either (i) terminate this Agreement by delivering to Seller of any objection to such title or to any liens or encumbrances affecting the Property. Within five (5) days after receipt of such notice from Buyer, Seller shall give Buyer a written notice of whether it is willing termination, whereupon (A) this Agreement shall automatically terminate, (B) the Escrow Agent shall immediately release and able return the Xxxxxxx Money (including any interest accrued thereon) to remove Purchaser, (C) each party shall pay one-half (1/2) of the objected-expenses of escrow and (D) neither party shall have any further obligation to Exceptions. Without the need other party hereunder, except for objection by Buyer, Seller shall, with respect to liens and encumbrances that can be satisfied and released by the payment of money, eliminate such exceptions to title on or before Closing. Within five (5) days after receipt of such notice from Seller (the "Title Contingency Date"), Buyer shall elect whether to: (i) purchase the Property subject to those objected-to Exceptions which Seller is not willing or able to removeSurviving Obligations; or (ii) terminate this Agreementwaive its objection to the disapproved items that Seller has not cured or committed in writing to cure to Purchaser’s satisfaction, which shall then become Permitted Exceptions. If Buyer fails Purchaser’s failure to give timely deposit with Seller and Escrow Agent a written notice of Buyer’s election, then such inaction termination shall be deemed to be Buyerconstitute Purchaser’s election waiver of its Title Objections to terminate this Agreement. On or before the Closing Date (defined below), Seller said items and such items shall remove all Exceptions to which Buyer objects and which Seller agrees, or is deemed to have agreed, Seller is willing and able to remove. All remaining Exceptions set forth in the Preliminary Report and those Exceptions caused by or agreed to by Buyer shall be deemed "become Permitted Exceptions."

Title Objections. Seller shall request Escrow Agent to cause to be delivered to Buyer a preliminary title report (a) If, from and after the "Preliminary Report") from a title company affiliated with the Escrow Agent (the "Title Company"), showing the status of Seller’s title date hereof and prior to the PropertyClosing Date, together with complete and legible copies additional title exceptions that were not previously reported in the Title Commitment, shown on the Survey or otherwise known to Purchaser as of all documents shown therein as exceptions to title ("Exceptions"). Buyer shall have until the date that is hereof come into existence and are shown on an update of the Title Commitment or Survey, Purchaser will notify Seller, within five (5) days after its knowledge thereof or by the Title Company delivers Closing Date (whichever is sooner) (the Preliminary Report and Exceptions to Buyer within which to give notice in writing to Seller “New Objection Period”), of any objection reasonable objections that Purchaser may have to such title or to any liens or encumbrances affecting the Property. Within five (5) days after receipt of such notice from Buyer, Seller shall give Buyer written notice of whether it is willing and able to remove the objected-to Exceptions. Without the need for objection by Buyer, Seller shall, with respect to liens and encumbrances that can be satisfied and released by the payment of money, eliminate such additional exceptions to title on or before Closing. Within five (5) days after receipt of such notice from Seller (the "“New Title Contingency Date"Objections”); provided, Buyer however, that Purchaser shall elect whether not be entitled to object to: (i) purchase the Property subject to those objected-to Exceptions which Seller is not willing or able to remove; or (ii) terminate this Agreement. If Buyer fails to give Seller notice of Buyer’s election, then such inaction and shall be deemed to have approved as Permitted Encumbrances, any title exceptions (i) which do not materially adversely affect (A) the present use of the Property or (B) the market value thereof; (ii) over which the Title Company is willing to insure at no additional cost (or, if there is additional cost, if Seller will pay the cost); (iii) against which the Title Company is willing to provide affirmative insurance against collection from the Property or interference with the current use of the Property; (iv) which set forth any and all laws, regulations and ordinances including, without limitation, all environmental, building and zoning restrictions affecting the Property or the ownership, use or operation thereof adopted by any Governmental Authorities having jurisdiction over the Property or the ownership, use or operation thereof, and all amendments or additions thereto now in effect or which may be Buyer’s election to terminate this Agreement. On or before in force and effect on the Closing Date with respect to the Property; (defined belowv) which set forth any and all unpaid personal property, real estate and excise taxes, and all water, sewer, utility, trash and other similar charges, in each case that are not yet due and payable as of the Closing with respect to the Property but may become or give rise to a lien on all or any portion of the Property (it being understood that such items will be subject to apportionment at such Closing as provided herein); (vi) which set forth each Lease as may be amended, supplemented or otherwise modified from time to time subject to the terms of this Agreement; or (vii) which set forth any liens, encumbrances or other defects or exceptions to title insurance coverage caused by the Investigations of the Property by Purchaser or Purchaser’s Representatives. To the extent Purchaser fails to notify Seller shall remove within the New Objection Period of any New Title Objections, all Exceptions to which Buyer objects and which Seller agrees, or is deemed to have agreed, Seller is willing and able to remove. All remaining Exceptions matters set forth in the Preliminary Report and those Exceptions caused by update of the Title Commitment or agreed to by Buyer on the Survey shall be deemed "Permitted ExceptionsEncumbrances. Likewise, to the extent Purchaser does notify Seller within the New Objection Period of New Title Objections, all matters set forth in the update of the Title Commitment or on the Survey that are not included as New Title Objections shall be deemed Permitted Encumbrances."

Title Objections. Seller shall request Escrow Agent to cause has caused to be delivered to Buyer a preliminary title report (the "Preliminary Report") from a title company affiliated with the Escrow Agent (the "Title Company"), showing the status of Seller’s title to the Property, together with complete and legible copies of all documents shown therein as exceptions to title ("Exceptions"). Buyer shall have until the date that is five (5) days after insurance commitment issued by the Title Company delivers (the Preliminary Report and Exceptions to “Title Commitment”) at the sole cost of Seller. If Buyer within which determines that any matter or matters shown on the Survey or the Title Commitment are unacceptable, Buyer has until the fifth (5th) calendar day after the Effective Date, to give notice in writing to Seller of such objections which Buyer may have to the Title Commitment and the Survey (the “Title Objections”). If Buyer fails to give any objection notice of Title Objections to Seller by such title or date, Buyer is deemed to waive this right to object to any liens title exceptions or encumbrances affecting defects in the PropertyTitle Commitment or the Survey. Within five (5) days after receipt of such notice from Buyer, Buyer has the continuing right to raise Title Objections should any new exceptions appear when Seller shall give Buyer written notice of whether it is willing and able updates the Title Commitment prior to remove the objected-to Exceptions. Without the need for objection by Buyer, Seller shall, with respect to liens and encumbrances that can be satisfied and released by the payment of money, eliminate such exceptions to title on or before Closing. Within five (5) days after receipt of such notice from the Title Objections, Seller (the "Title Contingency Date"), shall notify Buyer shall elect whether toeither that: (i) purchase Seller will correct such Title Objections; or (ii) Seller will not correct such Title Objections. In the Property subject event that Seller elects to those objected-correct such Title Objections, Seller shall correct such Title Objections at or prior to Exceptions which the Closing. In the event that Seller is elects not willing or able to removecorrect such Title Objections, Buyer will have the right, in its sole discretion, to either: (i) accept title “as is”; or (ii) terminate this Agreement, in which event the Deposit will be promptly returned to Buyer and the parties hereto will be released from any further liabilities or obligations hereunder. If Buyer fails Notwithstanding the provisions of this Section 4.2 and regardless of whether included in the Title Objections, Seller shall, at Seller’s sole expense, release at or prior to give Seller notice of Buyer’s election, then such inaction shall be deemed to be Buyer’s election to terminate this Agreement. On or before the Closing Date (defined below), Seller shall remove all Exceptions to which Buyer objects liens and which Seller agrees, or is deemed to have agreed, Seller is willing and able to remove. All remaining Exceptions set forth in encumbrances securing the Preliminary Report and those Exceptions caused by or agreed to by Buyer shall be deemed "Permitted Exceptionspayment of money."

Title Objections. (a) Within thirty (30) days following the Effective Date, Purchaser shall obtain and deliver to Seller shall request Escrow Agent to cause to be delivered to Buyer a preliminary commitment for the issuance of a standard ALTA form owner's policy of title report insurance (the "Preliminary ReportTitle Commitment") from a title company affiliated with ), in the Escrow Agent amount of the purchase price, issued by Chicago Title Insurance Company (the "Title Company"). Subject to Purchaser's right to make title objections as provided hereinafter in this paragraph, showing the status exceptions shown on Schedule B, Section 2 of the Title Commitment shall be deemed the "Permitted Exceptions" for all purposes of this Agreement. The leases set forth in paragraph 16 hereof, and any applicable zoning ordinances, other land use laws and regulations together with taxes for the current tax year shall also be deemed Permitted Exceptions. Simultaneously with the delivery of the Title commitment to Seller’s , Purchaser has the right to deliver to Seller a written statement of any objections to Seller's title. Seller agrees not to further encumber the Property from and after the Effective Date of this Agreement without the prior written consent of Purchaser, which consent shall not be unreasonably withheld. For purposes of this Agreement, the marketability of title to the PropertyProperty shall be determined under Georgia law, together with complete and legible copies as supplemented by the title standards of all documents shown therein as exceptions the State Bar of Georgia. If Purchaser notifies Seller of any objections to title ("Exceptions"). Buyer the marketability of title, Seller, at Seller's expense, shall have until the date that is five (5) business days after the Title Company delivers the Preliminary Report and Exceptions to Buyer within notify Purchaser as to which to give notice in writing to Seller of any objection to such title or to any liens or encumbrances affecting the Property. Within five (5) days after receipt of such notice from Buyer, objections Seller shall give Buyer correct prior to closing. If Seller does not elect to correct such objections prior to closing, then, at the option of Purchaser, Purchaser may (a) terminate this Agreement by providing written notice of whether it is willing and able such termination to remove the objected-to Exceptions. Without the need for objection by Buyer, Seller shall, with respect to liens and encumbrances that can be satisfied and released by the payment of money, eliminate such exceptions to title on or before Closing. Within five the expiration of the Inspection Period, whereupon the Xxxxxxx Money shall be returned to Purchaser and this Agreement shall be null and void and of no further force or effect, and the parties shall have no further rights, duties, liabilities or obligations hereunder, or (5b) days after receipt of such notice from Seller (the "Title Contingency Date"), Buyer shall elect whether to: (i) purchase proceed to close and take title to the Property subject to those objected-such objectionable matter, which shall be deemed a Permitted Exception. If said objections are cured on or before the date of closing, Purchaser shall be obligated to Exceptions which close unless a later encumbrance shall be filed of record on or before the date of closing. Seller shall have the same right to cure or obtain affirmative insurance against said later encumbrance. If such later encumbrance is cured, Purchaser shall thereupon be obligated to close. If any objections to title are not timely made of if Seller is not willing or able to remove; or (ii) terminate this Agreement. If Buyer fails to give Seller notice of Buyer’s electionproperly notified, then as hereinafter provided, all such inaction objections shall be deemed waived. Purchaser agrees that Seller shall have no obligation to be Buyer’s election to terminate cure any title objections, other than mechanic's or materialman's liens encumbering the Property arising from any act or omission of Seller. For purposes of this Agreement. On or before the Closing Date (defined below), Seller shall remove all Exceptions to which Buyer objects and which Seller agrees, or is deemed to have agreed, Seller is willing and able to remove. All remaining Exceptions set forth in the Preliminary Report and those Exceptions caused by or agreed to by Buyer a title objection shall be deemed "Permitted Exceptions."cured if the title insurance is induced to remove the item objected to from the Title Commitment such that it no longer appears as an exception thereon or affirmative title insurance coverage is obtained or made available to the Purchaser insuring the objected item at no additional expense to or indemnity from Purchaser. The entire premium and expenses for the Title Commitment and the Owner's policy of title insurance shall be borne by Purchaser, and

Title Objections. Seller shall request Escrow Agent to cause to be delivered to Buyer a preliminary title report (the "Preliminary Report") from a title company affiliated If there are any Subsequent Title Objections which are not waived in accordance with the Escrow Agent provisions of Section 5.1, which (the "Title Company")i) were caused by, showing the status resulted from or arose out of Seller’s title to a grant by any person or entity (other than Purchaser) of a mortgage or other security interest affecting the Property, together with complete and legible copies or the performance of all documents shown therein as exceptions to title ("Exceptions"). Buyer shall have until the date that is five (5) days after the Title Company delivers the Preliminary Report and Exceptions to Buyer within which to give notice in writing to Seller work on behalf of any objection to such title person or to entity (other than Purchaser) upon all or any liens or encumbrances affecting portion of the Property. Within five (5) days after receipt of such notice from Buyer, then Seller shall give Buyer written notice of whether it is willing and able to remove the objected-to Exceptions. Without the need for objection by Buyer, Seller shall, with respect to liens and encumbrances that can be satisfied and released by the payment of money, eliminate such exceptions to title on or before Closing. Within five (5) days after receipt of such notice from Seller (the "Subsequent Title Contingency Date"), Buyer shall elect whether to: (i) purchase the Property subject to those objected-to Exceptions which Seller is not willing or able to removeObjections; or (ii) are not of the type described in clause (i) of this sentence, but are removable by the payment of an ascertainable sum not to exceed in the aggregate one percent (1.0%) of the Purchase Price (the “Maximum Amount”), then Seller shall cause such Subsequent Title Objections to be removed. If Seller fails to remove any Subsequent Title Objection(s) in accordance with the provisions of the immediately preceding sentence, or if there exist any Subsequent Title Objection(s) which Seller is not obligated to remove pursuant to clause (ii) of the immediately preceding sentence because the payment of funds in excess of the Maximum Amount would be required to cure the same (a “Clause (ii) Objection”), Purchaser, nevertheless, may elect (at or prior to Closing) to consummate the transaction provided for herein subject to any such Subsequent Title Objection(s) as may exist as of the Closing Date, with a credit (in the event of any Clause (ii) Objections) allocated against the Cash Balance payable at the Closing equal to the sum necessary to remove such Clause (ii) Objections, not to exceed the Maximum Amount; provided, however, if Purchaser makes such election, Purchaser shall not be entitled to any other credit, nor shall Seller bear any further liability, with respect to any Clause (ii) Objections, but Seller shall remain fully liable for the cost of removing any Subsequent Title Objection(s) of the type described in clause (i) of the immediately preceding sentence. If Purchaser shall not so elect, Purchaser may terminate this Agreement. If Buyer fails to give Seller notice of BuyerAgreement and Seller’s election, then such inaction sole liability thereafter shall be deemed to cause the Deposit, together with any interest earned thereon while in escrow, to be Buyer’s election refunded to terminate Purchaser, and, upon the return of the Deposit and any such interest, this Agreement shall be terminated, and the parties hereto shall be relieved of all further obligations and liability under this Agreement. On or before , other than with respect to the Closing Date (defined below), Seller shall remove all Exceptions to provisions of this Agreement which Buyer objects and which Seller agrees, or is deemed to have agreed, Seller is willing and able to remove. All remaining Exceptions set forth in the Preliminary Report and those Exceptions caused by or agreed to by Buyer shall be deemed "Permitted Exceptionsexpressly survive a termination of this Agreement."

Title Objections. Seller If Purchaser shall request Escrow Agent have any objection with respect to cause to be delivered to Buyer a preliminary title report (the "Preliminary Report") from a title company affiliated with the Escrow Agent (the "Title Company"), showing the status of Seller’s the title to the Property, together with complete and legible copies such objection is not a Permitted Exception, Purchaser shall notify Seller of all documents shown therein as exceptions to title ("Exceptions"). Buyer shall have until the date that is such objections within five (5) days after following the receipt of the Title Company delivers Commitment and the Preliminary Report Survey of the Property ("Purchaser's Objection Letter"). In the event the Purchaser's Objection Letter states that the Title Commitment reflects any condition other than (i) the Permitted Exemptions; (ii) liens, claims, exceptions or encumbrances which Seller shall either pay or transfer to bond at or prior to the closing of the Property or that the Title Insurance Company, without additional cost to Purchaser, shall be willing to (A) omit as exceptions to coverage or (B) except with insurance against collection out of or enforcement against the Property; (iii) any fact or matter evidenced by the Existing Survey; or (iv) a recorded instrument which does not unreasonably impair or interfere with the development, or use of the Property, and Exceptions which condition shall render the title other than good and marketable, as herein provided, Seller shall exercise reasonable efforts to Buyer within which attempt to give notice cure same (provided that under no circumstances shall Seller be obligated to (x) institute or defend any legal proceedings; or (y) to incur expenses in writing to Seller excess of any objection to Twenty Five Thousand and 00/100 Dollars ($25,000.00) in the aggregate in connection with the curing of such title objections); and if such Seller is unable to cure such title condition or objection prior to any liens the later of the Closing Date or encumbrances affecting the Property. Within five thirty (530) days after from receipt of such notice from Buyernotice, Seller so as to render title good and marketable, then this Agreement shall give Buyer written notice terminate, the parties hereto shall be relieved of whether it is willing and able to remove the objected-to Exceptions. Without the need for objection by Buyer, Seller shall, any further liability arising out of or with respect to liens this Agreement and encumbrances that can be satisfied and released by neither party shall have any further liability or obligation to the payment other (other than Purchaser's liability under Article 3(D) entitled "Inspection Indemnity" which shall survive any termination of money, eliminate such exceptions to title on or before Closing. Within five (5) days after receipt of such notice from Seller (the "Title Contingency Date"this Agreement), Buyer in which event Purchaser shall elect whether to: (i) purchase be entitled to the immediate refund of the Deposit and Purchaser shall deliver the Property subject Data to those objected-to Exceptions which Seller is not willing or able to remove; or (ii) terminate this Agreement. If Buyer fails to give Seller notice of Buyer’s election, then such inaction shall be deemed to be Buyer’s election to terminate this Agreement. On or before the Closing Date (defined below), Seller shall remove all Exceptions to which Buyer objects and which Seller agreesSeller, or is deemed Purchaser may, at Purchaser's option, require such Seller to have agreed, Seller is willing and able deliver title to remove. All remaining Exceptions set forth the Property in the Preliminary Report and those Exceptions caused by or agreed to by Buyer shall be deemed "Permitted Exceptionsits then existing condition."

Title Objections. Seller shall request Escrow Agent Purchaser agrees to cause to be delivered to Buyer a preliminary forthwith order two (2) title report reports and surveys for the Property (the "Preliminary Report") from a title company affiliated with the Escrow Agent (hereinafter collectively, the "Title Company"), showing the status of Seller’s title to the Property, together with complete and legible copies of all documents shown therein as exceptions to title ("ExceptionsCommitment"). Buyer Purchaser shall have until 5:00 p.m. on the date that is five twenty-first (521st) days day after the Title Company delivers the Preliminary Report and Exceptions to Buyer within which to give notice in writing to Seller of any objection to such title or to any liens or encumbrances affecting the Property. Within five (5) days after receipt of such notice from Buyer, Seller shall give Buyer written notice of whether it is willing and able to remove the objected-to Exceptions. Without the need for objection by Buyer, Seller shall, with respect to liens and encumbrances that can be satisfied and released by the payment of money, eliminate such exceptions to title on or before Closing. Within five (5) days after receipt of such notice from Seller (the "Title Contingency Date"), Buyer shall elect whether to: (i) purchase the Property subject to those objected-to Exceptions which Seller is not willing or able to remove; or (ii) terminate this Agreement. If Buyer fails to give Seller notice of Buyer’s election, then such inaction shall be deemed to be Buyer’s election to terminate this Agreement. On or before the Closing Effective Date (defined below), to advise Seller shall remove all Exceptions in writing as to the existence of any objections to title (other than Permitted Exceptions) which are reflected in the Title Commitment and are required to be cured in order for Seller to deliver such state of title as required pursuant to the provisions of paragraph 4. All matters to which Buyer Purchaser so objects (other than Permitted Exceptions) are hereinafter referred to as the "Non-Permitted Encumbrances"; if no such notice of objection is given, then it shall be deemed that all matters reflected by the Title Commitment are "Permitted Exceptions" and Purchaser shall accept title subject to same. The Non-Permitted Encumbrances, subject to which Purchaser elects to purchase the Property, shall thereafter be Permitted Exceptions. In the event that Purchaser shall timely advise Seller agreesas to the existence of Non-Permitted Encumbrances, or is deemed to have agreed, and Seller is willing to cure such Non-Permitted Encumbrances (or if Seller is otherwise required to cure such Non-Permitted Encumbrances pursuant to the further provisions of this paragraph), then Seller shall be entitled to reasonable adjournments of the Closing Date, but not to exceed thirty (30) days, within which to clear such Non-Permitted Encumbrances. If for any reason the Seller shall fail to convey at closing a title, subject to and in accordance with paragraph 4 of this Agreement, or fail to comply with the commitments, representations or conditions on the part of the Seller to be performed as set forth herein, the sole obligation of the Seller shall be to direct the Title Company to refund the Xxxxxxx Money to Purchaser, unless Purchaser shall elect to close title pursuant to the provisions of the following paragraph, in which event Purchaser shall have the remedy of specific performance without abatement in the Purchase Price, as provided in paragraph 10(c) of this Agreement. Upon the return of the Xxxxxxx Money, the Purchaser shall have no further claim against the Seller nor any lien against the Property, and the Purchaser shall at that time surrender this contract for cancellation. Without limiting the generality of the foregoing, it is specifically agreed that the Seller shall not be required to bring any action or proceeding or otherwise to incur any expenses in excess of Five Hundred Thousand ($500,000)) Dollars plus the amount necessary to pay any real estate taxes, water charges and mortgages (excluding the Existing Mortgage) encumbering the Property, in order to render the title to the Property insurable. Notwithstanding the foregoing, Purchaser may nevertheless close title hereunder by accepting such title or other state of facts as the Seller may be able to removeconvey, without reduction of the purchase price, and without any other liability on the part of the Seller. All remaining Exceptions set forth in The acceptance of a deed by the Preliminary Report and those Exceptions caused by or agreed to by Buyer Purchaser shall be deemed "Permitted Exceptionsto be a full performance and discharge of every agreement and obligation on the part of the Seller to be performed pursuant to the provisions of this agreement except those, if any, which are herein specifically stated to survive the delivery of the deed."

Title Objections. Seller Purchaser, at its sole cost and expense, shall request Escrow Agent to cause to be delivered to Buyer ---------------- obtain a preliminary commitment for the issuance of a standard ALTA form owner's policy of title report insurance (the "Preliminary ReportTitle Commitment") from issued by a national title insurance company affiliated with the Escrow Agent of Purchaser's choice (the "Title Company"). The exceptions described on Exhibit B attached hereto and made a part hereof, showing and the status exceptions shown on --------- Schedule B, Section 2 of Seller’s title to the PropertyTitle Commitment and any applicable zoning ordinances, other land use laws and regulations, together with complete and legible copies taxes for the current year, shall be deemed the "Permitted Exceptions" for all purposes of all documents shown therein as exceptions to title ("Exceptions")this Agreement. Buyer Purchaser shall have until the date that is five (5) days after the Title Company delivers the Preliminary Report and Exceptions to Buyer within January 31, 2000 in which to give notice in writing deliver to Seller a statement of any objection to such title or to any liens or encumbrances affecting the Propertyobjections. Within five (5) days after of receipt of such notice from BuyerPurchaser's objections, Seller shall give Buyer notify Purchaser as to which objections Seller elects to cure prior to closing. If Seller does not elect to cure such objections prior to closing, then, at the option of Purchaser, Purchaser may (a) terminate this Agreement by providing written notice of whether it is willing such termination to Seller, whereupon the Xxxxxxx Money shall be refunded to Purchaser and able this Agreement shall be null and void and of no further force or effect, and the parties shall have no further rights, duties, liabilities or obligations hereunder, except as expressly set forth herein, or (b) proceed to remove the objected-close and take title subject to Exceptionssuch objectionable matter, which shall be deemed a Permitted Exception. Without the need for At any time after Seller's receipt of Purchaser's title objection by Buyernotice, Seller shallmay notify Purchaser in writing that Seller can not or will not satisfy such objections, with respect to liens and encumbrances that can be satisfied and released by the payment of moneyin such event, eliminate such exceptions to title on or before Closing. Within Purchaser shall have five (5) days after from receipt of such notice from Seller to elect either option (the "Title Contingency Date"), Buyer shall elect whether to: (ia) purchase the Property subject to those objected-to Exceptions which Seller is not willing or able to remove; or (iib) terminate this Agreement. If Buyer fails to give Seller notice of Buyer’s electionabove, then and if Purchaser shall not make an election within such inaction five day (5) period, Purchaser shall be deemed to be Buyer’s election to terminate this Agreement. On or before the Closing Date (defined below), Seller shall remove all Exceptions to which Buyer objects and which Seller agrees, or is conclusively deemed to have agreed, Seller is willing and able to remove. All remaining Exceptions set forth in the Preliminary Report and those Exceptions caused by or agreed to by Buyer shall be deemed "Permitted Exceptionselected option (b) above."

Title Objections. Seller With respect to each Property, the “Title Exam Deadline” shall request Escrow Agent be 5:00 p.m. (Eastern time) on the date that is the later to cause occur of (i) the Inspection Expiration Date, or (ii) the date that is the third (3rd) Business Day following the later of the date on which Purchaser has received the Title Commitment or the ALTA Survey for such Property (provided that for the latter deadline to be delivered to Buyer a preliminary title report (apply, Purchaser must order the "Preliminary Report") from a title company affiliated Title Commitment and, with the Escrow Agent (the "Title Company"), showing the status of Seller’s title respect to the PropertyCompleted Properties the ALTA Survey, together with complete and legible copies of all documents shown therein as exceptions to title no later than three ("Exceptions")3) days after the Effective Date. Buyer Purchaser shall have until the date that is five (5) days after applicable Title Exam Deadline to notify the Title Company delivers the Preliminary Report and Exceptions to Buyer within which to give notice Seller, in writing to Seller (each, a “Title Notice”), of any objection such objections as Purchaser may have regarding the condition and status of the title to such title Seller’s Company’s Property and any matter contained in the applicable Title Commitment or to any liens or encumbrances affecting the Property. Within five applicable ALTA Survey (5) days after receipt of such notice from Buyercollectively, Seller shall give Buyer written notice of whether it is willing and able to remove the objected-to Exceptions. Without the need for objection by Buyer“Defects”), Seller shallprovided that, with respect to liens each Non-Completed Property, Purchaser shall provide objections only to the Title Commitment and encumbrances the Existing Survey with respect to such Non-Completed Property, it being recognized that can Purchaser will not obtain an ALTA Survey for the Non-Completed Properties until Substantial Completion has occurred (and any objections Purchaser may have with respect to any such ALTA Survey for a Non-Completed Property obtained after Substantial Completion shall be satisfied and released governed by Section 3.3(b)). Any item contained in a Title Commitment, or any matter shown on an ALTA Survey for a Completed Property, or any matter shown on an Existing Survey for a Non-Completed Property, to which Purchaser does not object prior to the payment of money, eliminate such exceptions to title on or before Closing. Within five (5) days after receipt of such notice from Seller (the "Title Contingency Date"), Buyer shall elect whether to: (i) purchase the Property subject to those objected-to Exceptions which Seller is not willing or able to remove; or (ii) terminate this Agreement. If Buyer fails to give Seller notice of Buyer’s election, then such inaction Exam Deadline shall be deemed to be Buyer’s election to terminate this Agreement. On or before the Closing Date (defined below), Seller shall remove all Exceptions to which Buyer objects and which Seller agrees, or is deemed to have agreed, Seller is willing and able to remove. All remaining Exceptions set forth in the Preliminary Report and those Exceptions caused by or agreed to by Buyer shall be deemed "a Permitted ExceptionsException."

Title Objections. Seller shall request Escrow Agent to cause to be delivered to If any exceptions appear in the Title Commitment, any Title Documents or the Survey Update that Buyer a preliminary title report (determines reasonably and in good faith would unreasonably interfere with normal use of the "Preliminary Report") from a title company affiliated with the Escrow Agent (the "Title Company"), showing the status of Seller’s Property for its intended purpose or that result in title to the PropertyProperty not being marketable and insurable, together with complete and legible copies then Buyer may, at any time prior to the expiration of all documents shown therein as exceptions to title ("Exceptions"). Buyer shall have until the date that is five (5) days after the Title Company delivers the Preliminary Report and Exceptions to Buyer within which to give Inspection Period, provide written notice in writing to Seller of such unacceptable exceptions(s); provided, however, that Buyer may not object to the standard printed exceptions or any objection known title matters disclosed to such title or Buyer in writing prior to any liens or encumbrances affecting the Property. Within five (5) days after receipt submission of such notice from Buyer, Seller shall give Buyer written notice of whether it is willing and able to remove the objected-to Exceptions. Without the need for objection by Buyer, Seller shall, with respect to liens and encumbrances that can be satisfied and released by the payment of money, eliminate such exceptions to title on or before Closing. Within five (5) days after receipt of such notice from Seller (the "Title Contingency Date"), Buyer shall elect whether to: (i) purchase the Property subject to those objected-to Exceptions which Seller is not willing or able to remove; or (ii) terminate this AgreementOffer. If Buyer fails to give Seller notice object to any exception to title to the Property on or before the expiration of Buyer’s electionthe Inspection Period, then such inaction Buyer shall be deemed to be Buyerhave approved such item. Seller may, at Seller’s election option, attempt to terminate this Agreement. On eliminate or before the Closing Date (defined below), Seller shall remove all Exceptions modify any exceptions to which Buyer objects to the reasonable satisfaction of Buyer, although Seller shall not be obligated to do so. Seller has no obligation to endeavor to cure any title objection raised by Buyer, and Seller shall not be required to expend any effort or funds, or to commence litigation to cure any exception to which Buyer objects. If Seller agreeselects to attempt a cure but is unable to cure an exception to which Buyer objects within fifteen (15) days after Seller’s receipt of Buyer’s objections or by the Closing Date if sooner, then within ten (10) days thereafter, Buyer may terminate this Offer by notice in writing to Seller, in which event the Xxxxxxx Money shall be refunded to Buyer. Notwithstanding the foregoing, if Buyer does not terminate this Offer within such ten (10) day period, Buyer shall be deemed to have accepted such title as Seller can deliver and Buyer must close the purchase of the Property without any reduction in the Purchase Price. The standard printed exceptions in the Title Commitment, all known title matters disclosed to Buyer in writing prior to submission of this Offer, and all other exceptions and other matters shown on the Title Commitment or Survey Update which Buyer approves or is deemed to have agreedapprove pursuant to this Section 6.3, Seller is willing and able to remove. All remaining Exceptions set forth in the Preliminary Report and those Exceptions caused by or agreed to by Buyer shall be deemed "constitute “Permitted Exceptions” under this Offer."

Title Objections. Within twenty (20) day of the Effective Date, Seller shall request Escrow Agent to cause to be delivered to Buyer a preliminary title report (the "Preliminary Report") from a title company affiliated with the Escrow Agent (the "Title Company"), showing the status of Seller’s title to the Property, together with complete and legible copies of all documents shown therein as exceptions to title ("Exceptions"). Buyer shall have until the date that is twenty-five (525) days after the Title Company delivers the Preliminary Report and Exceptions to Buyer Effective Date within which to give notice in writing to Seller of any objection to such title or to any liens or encumbrances affecting the Property. Within five (5) days after receipt of such notice from Buyer, Seller shall give Buyer written notice of whether it is willing and able to remove the objected-to Exceptions. Without the need for objection by Buyer, Seller shall, with respect to liens and encumbrances that were created by Seller and that can be satisfied and released by the payment of money, eliminate such exceptions to title on or before Closing. Within five (5) days after receipt of such notice from Seller (the "Title Contingency Date"), Buyer shall elect whether to: (i) purchase the Property subject to those objected-to Exceptions which Seller is not willing or able to remove; or (ii) terminate this Agreement. If Buyer fails to give Seller notice of Buyer’s election, then such inaction shall be deemed to be Buyer’s election to terminate this Agreement, in which case the Escrow Agent shall promptly return any Exxxxxx Money on deposit with Escrow Agent to Buyer, and the parties hereto shall have no further rights or obligations, other than those that by their terms survive the termination of this Agreement. On or before the Closing Date (defined below), Seller shall remove all Exceptions to which Buyer objects and which Seller agrees, or is deemed to have agreed, Seller is willing and able to remove. All remaining Exceptions set forth in the Preliminary Report and those Exceptions caused by or agreed to by Buyer shall be deemed "Permitted Exceptions."

Title Objections. Seller shall request Escrow Agent Purchaser will have until the expiration of the Due Diligence Period to cause to be delivered to Buyer a preliminary title report (the "Preliminary Report") from a title company affiliated with the Escrow Agent (the "Title Company"), showing the status of Seller’s examine title to the PropertyProperty and the survey and, together with complete and legible copies of all documents shown therein as in Purchaser’s reasonable discretion to deliver a written notice to Seller (an “Objection Notice”) objecting to any exceptions to title disclosed, other than those listed on Exhibit O attached hereto, on the Title Commitment and to any matters disclosed on the survey ("“Exceptions"”). Buyer Purchaser acknowledges that those exceptions listed on Exhibit O and any exceptions created by Tenant or with the express written consent of Tenant (which such consent shall have until the date expressly referenced this Section 8.3 of this Agreement to be binding upon Purchaser) have been previously disclosed to Tenant and that is five (5) days after the Title Company delivers the Preliminary Report and Exceptions to Buyer within which to give notice in writing to Seller of Purchaser has waived any objection objections to such title or Exceptions. Upon receipt of an Objection Notice, Seller may elect, but is under no obligation to, by delivering written notice to any liens or encumbrances affecting the Property. Within five Purchaser within three (53) business days after receipt of such notice from Buyeran Objection Notice, Seller shall give Buyer written notice to remove or agree to remove some or all of whether it is willing and able the objectionable Exceptions. Seller’s failure to elect to remove or agree to remove the objected-objectionable Exceptions within such three (3) business day period shall be deemed Seller’s refusal to remove or agree to remove the objectionable Exceptions. Without If Seller does not remove or agree to remove the need for objection by Buyerobjectionable Exceptions, Seller shallthen within three (3) business 00 Xxxxxxx, with respect to liens and encumbrances that can be satisfied and released by the payment of moneyXxx Xxxxxxxxx, eliminate such exceptions to title on or before Closing. Within five (5) Xxxxxxxxxx days after receipt Seller’s refusal (or deemed refusal) to remove or agree to remove the objectionable Exceptions, Purchaser may terminate this Agreement by delivering written notice to Seller and Escrow Agent, in which case, Escrow Agent shall promptly return the Deposit to Purchaser and the parties shall have no further rights or obligations under this Agreement except for those obligations which expressly survive the termination of such notice from Seller (the "Title Contingency Date"), Buyer shall elect whether to: (i) purchase the Property subject to those objected-to Exceptions which Seller is not willing or able to remove; or (ii) terminate this Agreement. If Buyer Purchaser fails to give Seller notice of Buyer’s election, then such inaction shall be deemed to be Buyer’s election to terminate this AgreementAgreement in accordance with the terms of this Section 8.3, then the Exceptions, and any and all matters of record, except those matters Seller has removed or agreed to remove in writing, will constitute “Permitted Exceptions”. On or before the Closing Date (defined below)Closing, Seller shall remove all any Exceptions to which Buyer objects and which Seller agrees, or is deemed to have agreed, Seller is willing and able agrees in writing to remove. All remaining Exceptions set forth in the Preliminary Report and those Exceptions caused by or agreed to by Buyer shall be deemed "Permitted Exceptions."

Title Objections. Within three (3) calendar days following the Effective Date, Purchaser shall obtain an abstract of title issued by the Title Company, setting forth the status of title to the REO Property and showing all encumbrances and other matters affecting the REO Property (the “Commitment”); provided, however, in no event shall Seller be obligated to pay any premium for a new owner’s policy, the cost of obtaining the Commitment, or any other costs related to title insurance. Within two (2) Business Days following the receipt by Purchaser of the Commitment, Purchaser shall notify Seller in writing as to Purchaser’s disapproval of any of the title exceptions set forth in such Commitment. Seller shall request Escrow Agent have two (2) Business Days thereafter (“Seller Response Period”) to elect whether or not to remove said exceptions at Seller’s expense at or prior to the Closing; provided, however that Seller shall have no obligation to cure title objections except (i) financing liens of an ascertainable amount created by, under or through Seller, which liens Seller shall cause to be delivered released at or prior to Buyer Closing (with Seller having the right to apply the Purchase Price or a preliminary portion thereof for such purpose), and (ii) exceptions or encumbrances to title report which are voluntarily created by, under or through Seller after the date hereof without, to the extent such consent is required under Section 7(b)(ii) hereof, Purchaser’s consent (collectively “Mandatory Items”). In the "Preliminary Report") from a title company affiliated with the event Seller does not give written notice to Purchaser and Escrow Agent (within the "Title Company"), showing the status of Seller’s title Seller Response Period that Seller will remove such disapproved exception(s) at or prior to the PropertyClosing, together with complete and legible copies then Purchaser may, by delivery of all documents shown therein as exceptions to title ("Exceptions"). Buyer shall have until the date that is five (5) days after the Title Company delivers the Preliminary Report and Exceptions to Buyer within which to give written notice in writing to Seller and Escrow Agent within two (2) Business Days following expiration of any objection the Seller Response Period, elect to such title or to any liens or encumbrances affecting the Property. Within five (5) days after receipt of such notice from Buyer, Seller shall give Buyer written notice of whether it is willing and able to remove the objected-to Exceptions. Without the need for objection by Buyer, Seller shall, with respect to liens and encumbrances that can be satisfied and released by the payment of money, eliminate such exceptions to title on or before Closing. Within five (5) days after receipt of such notice from Seller (the "Title Contingency Date"), Buyer shall elect whether to: (i) purchase terminate this Contract, in which case Purchaser shall be entitled to a return of the Property subject to those objected-to Exceptions which Seller is not willing or able to remove; Xxxxxxx Money, or (ii) approve the previously disapproved title exceptions reflected in the Commitment (in which case such exceptions shall become Permitted Exceptions) without any reduction in the Purchase Price and waive Purchaser’s right of cancellation. In the event Seller gives written notice to Purchaser and Escrow Agent within the Seller Response Period that Seller will remove such disapproved exception(s) at or prior to the Closing, and then fails to do so, or fails to remove any Mandatory Items, then Purchaser may, as its only option, elect to either: (y) waive such objection(s) and consummate the transaction contemplated by this Contract without adjustment to the Purchase Price; or (z) terminate this AgreementContract, in which event the Xxxxxxx Money and all interest earned thereon shall be returned to Purchaser, Seller shall pay to Purchaser an amount equal to Purchaser’s actual, third-party costs (as evidenced by paid receipts and invoices) incurred from and after the date on which Seller agreed to cure such objections (but in no event to exceed $75,000.00, and neither party shall have any further obligations to the other party except for the obligations which expressly survive termination. If Buyer In the event Purchaser fails to give Seller timely written notice of Buyer’s electionits election to terminate this Contract following expiration of the Seller Response Period, then such inaction Purchaser shall be deemed to be Buyer’s election have expressly approved the Commitment and shall take title to terminate this Agreement. On or before the Property at Closing Date (defined below), Seller shall remove subject to all Exceptions to which Buyer objects and which Seller agrees, or is deemed to have agreed, Seller is willing and able to remove. All remaining Exceptions set forth in the Preliminary Report and those Exceptions caused by or agreed to by Buyer shall be deemed "Permitted Exceptions."

Title Objections. Seller shall request Escrow Agent to cause to be delivered to Buyer a preliminary title report Within twenty-one (21) days after the Effective Date (the "Preliminary Report") from a title company affiliated with the Escrow Agent (the "Title Company"“Due Diligence Period”), showing Purchaser may submit to Seller such objections that Purchaser may have to the status state of Seller’s title to the Property, together with complete and legible copies Premises that exist as of all documents shown therein as exceptions to title the date of the Title Commitment ("Exceptions"the “Title Objections”). Buyer Notwithstanding the foregoing, Purchaser may not include as Title Objections any matters addressed in the most recent deed to the Premises attached hereto as Exhibit F. Seller shall have until the date that is five (5) business days after the Title Company delivers the Preliminary Report and Exceptions to Buyer within which to give notice in writing to Seller of any objection to such title or to any liens or encumbrances affecting the Property. Within five (5) days after from receipt of such notice from BuyerPurchaser’s Title Objections to notify Purchaser whether Seller will agree to cause a Title Objection to be cured, removed or corrected (“Seller’s Title Notice”). If within the time specified, Seller fails to send Seller’s Title Notice, then Seller shall give Buyer written notice of whether it is willing and able be deemed to remove the objected-have elected not to Exceptionscause any Title Objection to be cured, removed or corrected as aforesaid. Without the need for objection by BuyerPurchaser may then, Seller shallat its option, with respect to liens and encumbrances that can be satisfied and released by the payment of money, eliminate such exceptions to title exercised on or before Closing. Within five (5) days after receipt the later of such notice from Seller (the "Title Contingency Date"), Buyer shall elect whether to: (i) purchase that date which is three (3) business days following Purchaser’s receipt of Seller’s Title Notice in which the Property subject Seller has elected not to those objected-cause any Title Objection to Exceptions which Seller is not willing be cured, removed or able to remove; corrected, or (ii) in the event Seller fails to deliver Seller’s Title Notice, that date which is six (6) business days after Seller’s receipt of Purchaser’s Title Objections, either (x) terminate this Agreement and immediately receive from Escrow Agent the Deposit, in which event this Agreement, without further action of the parties, shall become null and void, and neither party shall have any further rights or obligations under this Agreement, or (y) elect to accept title to the Property as it then is, without any reduction in the Purchase Price. If Buyer Purchaser fails to give Seller notice of Buyer’s make either such election, then such inaction Purchaser shall be deemed to be Buyer’s election to terminate this Agreement. On or before the Closing Date have elected option (defined belowx), Seller shall remove all Exceptions to which Buyer objects and which Seller agrees, or is deemed to have agreed, Seller is willing and able to remove. All remaining Exceptions set forth in the Preliminary Report and those Exceptions caused by or agreed to by Buyer shall be deemed "Permitted Exceptions."

Title Objections. Seller shall request Escrow Agent to cause to be delivered If any exceptions appear in the Title Commitment, Title Documents or Survey (other than the standard printed exceptions and any known title matters disclosed to Buyer a preliminary title report (in writing prior to submission of this Offer) that Buyer determines reasonably and in good faith would unreasonably interfere with normal use of the "Preliminary Report") from a title company affiliated with the Escrow Agent (the "Title Company"), showing the status of Seller’s Property for its intended purpose or that result in title to the PropertyProperty not being marketable and insurable, together with complete and legible copies then Buyer must, within forty-five (45) days from the Effective Date, provide written notice to Seller of all documents shown therein as exceptions to title ("Exceptions"such unacceptable exceptions(s). Buyer shall have until may not object to the date that is five (5) days after the Title Company delivers the Preliminary Report and Exceptions standard printed exceptions or any known title matters disclosed to Buyer within which to give notice in writing prior to Seller submission of any objection to such title or to any liens or encumbrances affecting the Property. Within five (5) days after receipt of such notice from Buyer, Seller shall give Buyer written notice of whether it is willing and able to remove the objected-to Exceptions. Without the need for objection by Buyer, Seller shall, with respect to liens and encumbrances that can be satisfied and released by the payment of money, eliminate such exceptions to title on or before Closing. Within five (5) days after receipt of such notice from Seller (the "Title Contingency Date"), Buyer shall elect whether to: (i) purchase the Property subject to those objected-to Exceptions which Seller is not willing or able to remove; or (ii) terminate this AgreementOffer. If Buyer fails to give disapprove an item reflected in the Title Commitment by written notice received by Seller notice of Buyer’s electionwithin said period, then such inaction Buyer shall be deemed to have approved such item. Seller may, at Seller’s option, attempt to eliminate or modify such unacceptable exceptions to the reasonable satisfaction of Buyer, although Seller shall not be obligated to do so. Seller has no obligation to endeavor to cure any title objection raised by Buyer, and Seller shall not be required to expend any effort or funds, or to commence litigation to cure an unacceptable exception. If Seller elects to attempt a cure but is unable to cure an unacceptable exception within fifteen (15) days after Seller’s receipt of Buyer’s election to terminate this Agreement. On objections or before by the Closing Date if sooner, then within ten (defined below)10) days thereafter, Buyer may terminate this Offer by notice in writing to Seller, and the Xxxxxxx Money shall be refunded to Buyer. Notwithstanding the foregoing, if Buyer does not terminate this Offer within such ten (10) day period, Buyer shall be deemed to have accepted such title as Seller shall remove can deliver and Buyer must close the purchase of the Property subject to all Exceptions to exceptions shown in the Title Commitment and all matters shown on the Survey without any reduction in the Purchase Price. The standard printed exceptions in the Title Commitment, the known title matters listed in the Title Commitment and all matters shown on the Title Commitment and Survey which Buyer objects and which Seller agrees, approves or is deemed to have agreedapprove pursuant to this Section 6.3, Seller is willing and able to remove. All remaining Exceptions set forth in the Preliminary Report and those Exceptions caused by or agreed to by Buyer shall be deemed "constitute Permitted Exceptions."

Title Objections. Seller shall request Escrow Agent shall, as part of the Investigation Documents required hereunder, deliver to cause to be delivered to Buyer Purchaser a preliminary copy of the existing title report (the "Preliminary Report") from a title company affiliated insurance policy with the Escrow Agent (the "Title Company"), showing the status of Seller’s title respect to the Real Property, together with complete and legible copies of all instruments and documents shown referred to therein as exceptions which are in Seller’s possession. Purchaser, at its sole cost and expense, shall obtain a commitment for an owner’s title insurance policy with respect to title the Real Property ("the “Commitment”) issued by First American Title Insurance Company (the “Title Company”), together with complete and legible copies of all instruments and documents referred to therein (collectively, the “PTR Exceptions"”). Buyer , which Commitment shall have until the date that is five (5) days after obligate the Title Company delivers to issue, at Purchaser’s sole cost and expense on owner’s title insurance policy at Closing (the Preliminary Report and Exceptions “Title Policy”). Purchaser shall provide to Buyer within which to give notice Seller the contact information of the Title Company as soon as practicable. Purchaser shall on or before the expiration of the Objection Period, object in writing to Seller any PTR Exceptions or any other matter or encumbrance set forth on the Commitment. Notwithstanding anything to the contrary contained herein, but subject to Section 8.1(b), in the event that Purchaser fails to deliver any objections to the PTR Exceptions or the Commitment prior to the expiration of any objection the Objection Period, Purchaser shall be deemed to such title or have waived its right to object to any liens PTR Exceptions or any matters or encumbrances affecting set forth on the PropertyCommitment, and all PTR Exceptions and any matters or encumbrances set forth on the Commitment shall be deemed to be Permitted Exceptions. Subject to Sections 1.3(j) and 4.1(b), in the event that that any liens, easements or encumbrances to title are recorded of record after the expiration of the Due Diligence Period and which arise by, under or through a third party, (I) Purchaser shall have the right to object to same by delivering a written objection letter to Seller within three (3) Business Days after Purchaser obtaining knowledge of same and (II) if Purchaser fails to object to same by within such three (3) Business Day period referred to in clause (I) above, Purchaser shall be deemed to have waived its right to object to same and same shall be deemed to be Permitted Exceptions. Within five (5) days Business Days after the timely delivery of a notice of objection pursuant to this Section by Purchaser, Seller shall notify Purchaser in writing whether Seller elects to attempt to cure such objections. If Seller elects to attempt to cure any such objections, Seller shall have until the Closing Date to attempt to remove, satisfy or cure such objections to the satisfaction of Purchaser (in Purchaser’s reasonable discretion) and shall use commercially reasonable efforts to attempt to remove, satisfy or cure such objections, and for this purpose Seller shall be entitled to adjourn the Closing pursuant to Section 8.1(b). If Seller elects not to cure any such objections, Purchaser shall elect, within three (3) Business Days after receipt of such notice from Buyer, Seller shall give Buyer written notice of whether it is willing and able to remove the objected-to Exceptions. Without the need for objection by Buyer, Seller shall, with respect to liens and encumbrances that can be satisfied and released by the payment of money, eliminate such exceptions to title on or before Closing. Within five (5) days after receipt of such notice from Seller (that Seller has elected not attempt to cure any such objections or that Seller is unable to effect a cure of such objections, as the "Title Contingency Date")case may be, Buyer shall elect whether toone of the following options: (i) purchase to accept a conveyance of the Property Hotel subject to those objected-to the applicable Permitted Exceptions which and any such objections that Seller is not willing unwilling or able unable to removecure (in which case such objections shall become a Permitted Exception), and without reduction of the Purchase Price; or (ii) to terminate this AgreementAgreement by delivering to Seller a written notice of termination, whereupon (A) this Agreement shall automatically terminate, (B) the Escrow Agent shall immediately release and return the Xxxxxxx Money (including any interest accrued thereon) to Purchaser, (C) each party shall pay one-half (1/2) of the expenses of escrow and (D) neither party shall have any further obligation to the other party hereunder, except for the Surviving Obligations. If Buyer fails Purchaser shall fail to give notify Seller notice in writing of BuyerPurchaser’s electionelection of option (i) or (ii) referred to above in this Section within the applicable period, then such inaction Purchaser shall be deemed to be Buyer’s election have elected to terminate this Agreement. On or before accept the Closing Date conveyance of the Hotel under clause (defined below), Seller shall remove all Exceptions to which Buyer objects and which Seller agrees, or is deemed to have agreed, Seller is willing and able to remove. All remaining Exceptions set forth in the Preliminary Report and those Exceptions caused by or agreed to by Buyer shall be deemed "Permitted Exceptionsi) above."

Title Objections. Seller shall request Escrow Agent With respect to cause to be delivered to Buyer a preliminary any title report (or survey matters first arising after the "Preliminary Report") from a title company affiliated with the Escrow Agent (the "Title Company"), showing the status date of SellerPurchaser’s title commitment and survey and prior to the Closing which adversely affects the value or operation of the Property, together with complete and legible copies other than any of all documents shown therein as exceptions the Permitted Exceptions (to title ("Exceptions"). Buyer which Purchaser shall have until no right to object), or such other encumbrances by Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed (collectively, the date that is five (5) days after the “Title Company delivers the Preliminary Report and Exceptions to Buyer within which to give notice in writing to Seller of any objection to such title or to any liens or encumbrances affecting the Property. Within five (5) days after receipt of such notice from BuyerObjections”), Seller shall give Buyer written notice of whether it have the right, but not the obligation, to cure such Title Objection(s) (other than a Seller Encumbrance which Seller is willing and able obligated to remove the objected-cure). If Seller fails prior to Exceptions. Without the need for objection by BuyerClosing to cure or satisfy any Title Objections(s) that Seller has elected, Seller shallor is required pursuant to Section 3.1 hereinabove, with respect to liens and encumbrances that can be satisfied and released by the payment of moneycure or satisfy, eliminate such exceptions to title on or before Closing. Within five (5) days after receipt of such notice from Seller (the "Title Contingency Date"), Buyer shall elect whether tothen Purchaser may: (ia) purchase accept a conveyance of the Property subject to those objected-to Exceptions the Permitted Exceptions, specifically including such Title Objection(s) which Seller is not willing has failed to cure or able to remove; or satisfy (iiwhich such Title Objection(s) terminate this Agreement. If Buyer fails to give Seller notice of Buyer’s election, then such inaction shall thereafter be deemed to be Buyer’s election to a Permitted Exception), without reduction of the Purchase Price, or (b) terminate this Agreement. On or before Agreement by sending written notice thereof to Seller and Escrow Agent, and upon delivery of such notice of termination, this Agreement shall terminate, the Closing Date (defined below)Deposit shall be immediately returned to Purchaser, Seller shall remove all Exceptions promptly reimburse Purchaser for its actual third party out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred in connection with the transactions contemplated by this Agreement up to Two Hundred Twenty Five Thousand and No/100 Dollars ($225,000.00) and thereafter neither party hereto shall have any further rights, obligations or liabilities hereunder except for those matters which Buyer objects and which Seller agrees, or is deemed to have agreed, Seller is willing and able to remove. All remaining Exceptions set forth in the Preliminary Report and those Exceptions caused by or agreed to by Buyer shall be deemed "Permitted Exceptionsexpressly survive termination of this Agreement."

Title Objections. Seller shall request Escrow Agent to cause to be delivered to Buyer a preliminary title report (the "Preliminary Report") from a title company affiliated with the Escrow Agent (the "Title Company"), showing the status of Seller’s title to the Property, together with complete and legible copies of all documents shown therein as exceptions to title ("Exceptions"). Buyer shall have until the date that is five fifteen (515) days after the Title Company delivers the Preliminary Report and Exceptions to Buyer within which to give notice in writing to Seller of any objection to such title or to any liens or encumbrances affecting the Property. Within five (5) days after receipt of such notice from Buyer, Seller shall give Buyer written notice of whether it is willing and able to remove the objected-to Exceptions. If Seller fails to deliver such notice, Seller shall be deemed to have elected not to remove such Exceptions. Without the need for objection by Buyer, Seller shall, with respect to monetary liens and encumbrances that can be satisfied and released by the payment of moneymoney (e.g., mortgages, mechanic’s liens, judgment liens, delinquent taxes), eliminate such exceptions to title on or before Closing. Within five (5) days after receipt of such notice from Seller or five (5) days after Seller’s deemed election not to remove Exceptions (the "Title Contingency Date"), Buyer shall elect whether to: (i) purchase the Property subject to those objected-to Exceptions which Seller is not willing or able to remove; or (ii) terminate this Agreement. If Buyer fails to give Seller notice of Buyer’s election, then such inaction shall be deemed to be Buyer’s election to terminate this Agreementwaive its objections and proceed to Closing. On or before the Closing Date (defined below), Seller shall remove all Exceptions to which Buyer objects and which Seller agrees, or is deemed to have agreed, expressly agrees in writing that Seller is willing and able to remove. All remaining Exceptions set forth in the Preliminary Report and those Exceptions caused by or agreed to by Buyer shall be deemed "Permitted Exceptions."

Title Objections. Seller Purchaser shall request Escrow Agent within thirty (30) days after the Effective Date obtain from the Title Company a commitment to cause to be delivered to Buyer a preliminary issue an ALTA title report policy covering the Property (the "Preliminary Report") from a title company affiliated with the Escrow Agent (the "“Title Company"Commitment”), showing the status of Seller’s title to the Property, together with complete and legible true copies of all documents evidencing matters of record shown therein as exceptions to title thereon. Purchaser may also obtain a survey of the Property ("Exceptions"the “Survey”). Buyer Purchaser shall have the right to object, in its sole and absolute discretion, to any exceptions contained in the Title Commitment or matters shown on the Survey by giving written notice (the “Title Objection Notice”) to Seller not later than fifteen (15) days prior to the expiration of the Feasibility Period stating the matters to which Purchaser disapproves and the reasons therefor. If Purchaser fails timely to provide the Title Objection Notice, then Purchaser shall conclusively be deemed to have approved all matters on the Survey and affecting title to the Property shown on the Title Commitment, except for Mandatory Cure Items. If Purchaser delivers the Title Objection Notice, Seller shall have until the date day that is five ten (510) days after the date Seller receives the Title Company delivers Objection Notice (the Preliminary Report and Exceptions “Seller Title Election Period”) to Buyer within which to give notice in writing to Seller of any objection to such title or to any liens or encumbrances affecting the Property. Within five (5) days after receipt of such notice from Buyerelect, Seller shall give Buyer by written notice of whether it is willing and able to remove the objected-to Exceptions. Without the need for objection by BuyerPurchaser, Seller shall, with respect to liens and encumbrances that can be satisfied and released by the payment of money, eliminate such exceptions to title on or before Closing. Within five (5) days after receipt of such notice from Seller (the "Title Contingency Date"), Buyer shall elect whether toeither: (i) purchase Seller shall cure, prior to the Property subject to those objected-to Exceptions which Seller is not willing or able to remove; Closing Date, the objections set forth in the Title Objection Notice, or (ii) terminate this AgreementSeller is unwilling or unable to cure the objections set forth in the Title Objection Notice. If Buyer Seller fails to give so respond to Purchaser prior to the expiration of the Seller notice of Buyer’s electionTitle Election Period, then such inaction Seller shall be deemed to be Buyer’s election to terminate this Agreementhave elected option (ii) above. On or before the Closing Date If Seller so notifies (defined below), Seller shall remove all Exceptions to which Buyer objects and which Seller agrees, or is deemed to have agreed, notified) Purchaser that Seller is willing and able unwilling or unable to remove. All remaining Exceptions cure all objections set forth in the Preliminary Report and those Exceptions caused Title Obligation Notice, Purchaser may, at its option, either (A) terminate this Agreement by delivery of written notice thereof to Seller prior to the expiration of the Feasibility Period pursuant to the provisions of Section 4(a), or agreed (B) waive such objections. If Purchaser fails to by Buyer terminate this Agreement pursuant to option (A) above, Purchaser shall be deemed "Permitted Exceptionsto have elected to waive such objections. From and after the Effective Date, Seller shall not grant any easements or otherwise encumber the Property without the prior written consent of Purchaser."

Title Objections. (i) No later than ten (10) days prior to expiration of the Inspection Period, Purchaser shall notify Seller in writing of Purchaser’s objection to any exceptions or other title matters shown on the Title Commitment or survey matters shown on the Survey of any parcel of the Real Property (each, a “Title Objection”). Seller shall request Escrow Agent to cause to be delivered to Buyer a preliminary title report notify Purchaser in writing (the "Preliminary Report") from a title company affiliated with the Escrow Agent (the "“Title Company"Response”), showing the status of Seller’s title to the Property, together with complete and legible copies of all documents shown therein as exceptions to title ("Exceptions"). Buyer shall have until the date that is within five (5) days after Business Days of Seller’s receipt of the Title Company delivers Objections, whether it will attempt to remove or resolve such Title Objection prior to the Preliminary Report and Exceptions Closing Date, not being under any obligation to Buyer within which do so. Any matters Xxxxxx agrees to give attempt to remove or resolve prior to Closing will become a condition to Closing. Failure to respond to any such Title Objection shall be deemed an election by Seller not to cure such Title Objection. If Seller elects not to remove or resolve any Title Objection, then Purchaser shall have the option, as its sole remedy, upon written notice in writing to Seller of any objection to such title or to any liens or encumbrances affecting the Property. Within within five (5) days Business Days after Purchaser’s receipt of such notice from Buyer, Seller shall give Buyer written notice of whether it is willing and able to remove the objected-to Exceptions. Without the need for objection by Buyer, Seller shall, with respect to liens and encumbrances that can be satisfied and released by the payment of money, eliminate such exceptions to title on Title Response (or before Closing. Within five (5) days after receipt Seller’s deemed election upon expiration of such notice from Seller (the "Title Contingency Date"response period), Buyer shall elect whether to: (i) purchase the Property subject to those objected-to Exceptions which Seller is not willing waive such Title Objection or able to remove; or (ii) terminate this Agreement. If Buyer fails to give Seller notice of Buyer’s election, then such inaction shall be deemed to be Buyer’s election to terminate this Agreement. On or before , whereupon the Closing Date (defined below), Deposit shall be returned to Purchaser and neither Purchaser nor Seller shall remove all Exceptions to which Buyer objects and which Seller agreeshave any further duties or obligations under this Agreement, or is deemed to have agreed, Seller is willing and able to removeexcept as otherwise provided herein. All remaining Exceptions set forth in the Preliminary Report and those Exceptions caused by or agreed to by Buyer Any Title Objections that are waived hereunder shall be deemed "Permitted ExceptionsEncumbrances."

Title Objections. In the event that any exceptions to title listed in the Preliminary Report or any supplement thereto (other than standard printed exceptions) or matters shown on any survey are unacceptable to Buyer in Buyer’s sole discretion, Buyer shall notify Seller in writing of such facts (“Title Objection(s)”) on or prior to 5:00 p.m. (California time) on August 12, 2016 (the “Title Review Period”). Buyer’s failure to notify Seller in writing within such time period shall be deemed Buyer’s notice that all exceptions in the Preliminary Report or survey are acceptable. Notwithstanding the foregoing, Buyer shall have the right to deliver a Title Objection or Title Objections in connection with any exceptions to coverage contained in any supplemental title report that may be issued by the Title Company or any survey of the Property received by Buyer following the Feasibility Termination Date that were not set forth in the Preliminary Report, provided that such Title Objection or Title Objections, as the case may be, are delivered to Seller within five (5) business days after the issuance of such supplemental title report or survey. Buyer’s failure to notify Seller in writing within such time period shall be deemed Buyer’s notice that all exceptions in such supplemental title report or survey are acceptable. If Buyer has notified Seller of any Title Objections as provided in this Section 3(b), Seller shall request Escrow Agent have the right (but not the obligation), to notify Buyer in writing within three (3) business days after receipt of Buyer’s Title Objections that Seller intends to cure any such Title Objection(s). Failure of Seller to deliver a written notice to Buyer that it intends to cure any Title Objection(s) within such three (3) business day period shall constitute Seller’s refusal to cure such matter(s). If Seller has elected to cure any Title Objection, the cure of such Title Objection shall be a condition precedent to Closing for the benefit of Buyer as set forth in Section 6 below. Notwithstanding the foregoing, Seller covenants to cause to be delivered to Buyer a preliminary title report (the "Preliminary Report") released and reconveyed from a title company affiliated with the Escrow Agent (the "Title Company"), showing the status of Seller’s title to the Property, together with complete and legible copies of all documents shown therein or to remove as exceptions to title prior to the Closing, any mortgages, deeds of trust, or other monetary encumbrances, liens ("Exceptions"including, without limitation, mechanic’s liens unless created by, through or under Buyer). Buyer shall have until the date that is five (5) days after the Title Company delivers , assessments or indebtedness shown on the Preliminary Report and Exceptions or any supplemental title report, except for real property taxes not delinquent (with Seller having the right to Buyer within which to give notice in writing to Seller of any objection to apply the Purchase Price or a portion thereof for such title or to any liens or encumbrances affecting the Propertypurpose) (collectively, “Monetary Encumbrances”). Within five (5) days after receipt of such notice from BuyerIn addition, Seller agrees that it shall give Buyer written notice of whether it is willing and able to remove the objected-to Exceptions. Without the need for objection by Buyernot place any other lien, Seller shallencumbrance, with respect to liens and encumbrances that can be satisfied and released by the payment of money, eliminate such exceptions or exception to title on or before Closingagainst the Property during the term of this Agreement without the prior written consent of Buyer, which consent may be withheld in Buyer’s sole discretion. Within five (5) days after receipt In the event that Seller provides written notice stating Seller’s intention to cure any Title Objection(s), and Seller fails to cure such matter on or prior to the scheduled Close of such notice from Seller (the "Title Contingency Date")Escrow, Buyer shall elect whether to: have the right by providing written notice to Escrow Holder and Seller within three (3) business days after the scheduled Close of Escrow to either (i) purchase the Property subject to those objected-to Exceptions which Seller is not willing or able to remove; waive such Title Objection, or (ii) terminate this AgreementAgreement and the Escrow. If In the event that Buyer delivers a written termination notice as provided in the immediately preceding sentence, or fails to give Seller provide such written notice of Buyer’s electiontermination or waiver within such three (3) business day period, then such inaction (a) the Deposit shall be deemed returned to Buyer by Escrow Holder without further instruction; and (b) this Agreement and the Escrow shall thereupon be Buyer’s election to terminate this Agreement. On or before the Closing Date (defined below)cancelled, Seller shall remove all Exceptions to which Buyer objects and which Seller agrees, or is deemed to have agreed, Seller is willing and able to remove. All remaining Exceptions set forth in the Preliminary Report and those Exceptions caused by or agreed to by Buyer shall be deemed "Permitted Exceptions."neither party

Title Objections. Seller Within thirty (30) days following the Contract Exercised Date, (a) Buyer shall request Escrow Agent cause Redwood Empire Title Company of Mendocino County (“Title Company”) to cause to be delivered prepare and deliver to Buyer a current preliminary title report on the Property (the "Preliminary “Title Report") from a title company affiliated with the Escrow Agent (the "Title Company"”), showing the status of Seller’s title to the Property, together with complete and legible copies of all documents recorded title exceptions shown therein as exceptions in the Title Report, at Buyer’s expense, and (b) Seller shall deliver to title ("Exceptions")Buyer copies of any ALTA or other surveys of the Property in Seller’s possession or control. Buyer shall have until the date that is five thirty (530) days after to notify Seller in writing of any objections to any title exceptions shown in the Title Company delivers Report or any matters reflected on any surveys that would constitute title exceptions. If on or before the Preliminary Report and Exceptions to Option Exercise Deadline, Buyer within which to shall give notice in writing to Seller of written notice that any objection to such title or exceptions are objectionable to any liens or encumbrances affecting Buyer, and if Buyer exercises the Property. Within five (5) days after receipt of such notice from BuyerOption in accordance with this Agreement, Seller shall give Buyer written notice of whether it is willing and able use diligent, good faith efforts to remove all such objectionable title exceptions from title to the objected-to Exceptions. Without the need for objection by Buyer, Seller shall, Property or otherwise satisfy Buyer with respect thereto prior to the Closing Date; provided, however, that Seller shall be obligated to cause all monetary liens and encumbrances that can constituting objectionable title exceptions (other than current real property taxes and assessments, not delinquent) to be satisfied and released by the payment removed from title of money, eliminate such exceptions to title on or before Closing. Within five (5) days after receipt of such notice from Seller (the "Title Contingency Date"), Buyer shall elect whether to: (i) purchase the Property subject to those objected-to Exceptions which Seller is not willing or able to remove; or (ii) terminate this Agreement. If Buyer fails to give Seller notice of Buyer’s election, then such inaction shall be deemed to be Buyer’s election to terminate this Agreement. On on or before the Closing Date (defined below), Date. If Seller shall be unable or unwilling to remove all Exceptions any such objectionable title exceptions from title to which Buyer objects the Property prior to the Closing Date, other than monetary liens and encumbrances which Seller agreesshall be obligated to remove as provided above, Buyer shall either waive its prior disapproval of such objectionable title exceptions and proceed under this Agreement, or is deemed terminate this Agreement by written notice to have agreed, Seller is willing and able to removeSeller. All remaining Exceptions set forth in the Preliminary Report and those Exceptions caused by or agreed to The title exceptions approved by Buyer shall be deemed "as provided in this section are hereinafter referred to as the “Permitted Exceptions."”

Title Objections. On or before June 23, 2011 (the “Objection Period”), Buyer shall notify Seller shall request Escrow Agent to cause to be delivered of any items in the Title Commitment and/or Survey (other than those items identified in Sections 3(b)(i) through 3(b)(vii)) which are unsatisfactory to Buyer a preliminary title report in Buyer’s sole and absolute discretion (the "Preliminary Report") from a title company affiliated “Objections”). Except to the extent that Buyer timely notifies Seller of any Objections in accordance with the Escrow Agent (the "Title Company")foregoing, showing the status of Seller’s title to the Property, together with complete and legible copies of all documents shown therein as any exceptions to title that are shown in Schedule B of the Title Commitment or on the Survey ("Exceptions")other than Mandatory Cure Liens) shall be deemed to have been approved by Buyer and shall be Permitted Exceptions for all purposes of this Agreement. Buyer shall have until the date right to have one or more updates prepared of the Title Commitment and/or the Survey from time to time, at Buyer’s sole cost and expense. If, prior to the Closing Date, additional title exceptions that is were not previously reported in the Title Commitment or shown on the Survey are shown on an update of the Title Commitment or the Survey, Buyer will notify Seller, within five (5) days Business Days after Buyer shall have received such update to the Title Company delivers Commitment and/or Survey, as the Preliminary Report case may be, or by the Closing Date (whichever is sooner) (the “New Objection Period”), of any Objections that Buyer may have to such additional title exceptions. To the extent Buyer fails to notify Seller within the New Objection Period of any Objections, all such matters (other than Mandatory Cure Liens) set forth in the applicable update of the Title Commitment or on the applicable update of the Survey shall be deemed Permitted Exceptions. Seller may, but, except as otherwise expressly provided herein, shall not be obligated to, elect to cure any or all of such Objections, to Buyer’s and Exceptions the Title Company’s reasonable satisfaction. Seller shall give notice to Buyer within which to give notice in writing on or before the expiration of ten (10) Business Days following the date of Buyer’s timely delivery to Seller of notice of any objection such Objection as aforesaid (and if such period extends past the Closing Date, the Closing Date shall be automatically extended to allow for such title ten (10) Business Day period) stating whether Seller agrees to cure such Objection prior to the Closing or such extension thereof, if applicable (the “Seller’s Response Period”). If Seller timely elects to cure such Objection, Seller shall, prior to the Closing Date (provided that Seller shall have the right to extend the Closing Date by not more than thirty (30) days in the aggregate if reasonably necessary to accomplish the cure of any liens one or encumbrances affecting the Property. Within more Objections hereunder by providing written notice to Buyer thereof at least five (5) days after receipt of Business Days prior to the then scheduled Closing Date), diligently prosecute such cure to completion. If Seller fails timely to give such notice from Buyeras aforesaid, then Seller shall give Buyer written notice of whether it is willing and able be conclusively deemed to remove the objected-have elected not to Exceptions. Without the need for objection by Buyer, Seller shall, with respect to liens and encumbrances that can be satisfied and released by the payment of money, eliminate cure such exceptions to title on or before Closing. Within five (5) days after receipt of such notice from Seller (the "Title Contingency Date"), Buyer shall elect whether to: (i) purchase the Property subject to those objected-to Exceptions which Seller is not willing or able to remove; or (ii) terminate this AgreementObjection. If Buyer fails to give Seller notice of Buyer’s election, then such inaction shall be deemed to be Buyer’s election to terminate this Agreement. On or before the Closing Date elects (defined below), Seller shall remove all Exceptions to which Buyer objects and which Seller agrees, or is deemed to have agreedelected) not to cure any such Objection, Seller is willing then this Agreement shall terminate and able to remove. All remaining Exceptions set forth in the Preliminary Report and those Exceptions caused by or agreed to by Buyer shall be entitled to return of the Initial Deposit and any Additional Deposit, if any has been made by Buyer, (together with any interest accrued thereon), unless Buyer waives such Objection, in writing, within five (5) Business Days after the date upon which Seller shall have elected (or shall be deemed "to have elected) not to cure such Objection, as aforesaid, in which event, the purchase and sale contemplated hereby shall close as scheduled with no adjustment to the Purchase Price and such waived Objections shall become Permitted ExceptionsExceptions for all purposes under this Agreement. Notwithstanding the foregoing, Seller shall, on or prior to the Closing Date (or such extension thereof, if applicable), pay, discharge or cause to be paid or discharged, and deliver the appropriate documents to the Title Company, to cause the Title Company to remove of record, at Seller’s sole cost and expense, any monetary liens or encumbrances (i) that Seller has caused to be placed on the Property or arise out of the acts of Seller or (ii) that constitute any mortgage or deed of trust liens, construction or mechanics’ liens, tax liens or other liens or charges in a fixed sum created or arising by, through or under Seller or capable of computation as a fixed sum that encumber the Land or Improvements (such actions shall include obtaining a pay-off letter and leaving a portion of the Purchase Price in escrow to satisfy such monetary liens) ((i) and (ii) collectively, “Mandatory Cure Liens”). Notwithstanding the foregoing, if Seller elects not to pay, discharge or cause to be paid or discharged any such mechanics’ liens, tax liens or other liens or charges as set forth above because there exists a good faith dispute as to the existence and/or amount of any such lien(s), the Seller may cause the Title Company to insure over any such lien in a manner reasonably acceptable to Buyer and Title Company until such time as the dispute can be resolved and such action by Seller shall have the same force and effect as causing any such lien to be paid or discharged and shall constitute full satisfaction of the obligations of Seller hereunder, provided that the same does not result in any additional cost or liability (whether fixed, contingent or otherwise) to Buyer or the Property."

Title Objections. Purchaser shall have until 5:00 p.m. (Eastern Standard Time) on the business day which is fifteen (15) days following the Effective Date to notify Seller of any objections (the “Title Objections”) with respect to the Title Commitment and the New Survey based on its review thereof. Notwithstanding the foregoing, Purchaser shall have no right to object to any of the matters contained or disclosed in the Title Policy or the Existing Survey and the same shall remain, at all times, Permitted Exceptions and shall be deemed approved by Purchaser. If Purchaser does not give such notice, such failure shall be conclusively deemed to be full and complete approval of the Title Commitment and the Existing Survey, and any matter disclosed therein. If Purchaser does give such notice, Seller shall request Escrow Agent have three (3) days after receipt thereof to notify Purchaser in writing that Seller (a) will cause or (b) elects not to cause any or all of the Title Objections disclosed therein to be delivered to Buyer a preliminary title report (removed or insured over by the "Preliminary Report") from a title company affiliated with the Escrow Agent (the "Title Company"), showing the status of . Seller’s title failure to notify Purchaser within such three (3) day period as to any Title Objection shall be deemed an election by Seller not to remove or have the PropertyTitle Company insure over such Title Objection. If Seller notifies or is deemed to have notified Purchaser that Seller shall not remove nor have the Title Company insure over any or all of the Title Objections, together with complete and legible copies of all documents shown therein as exceptions to title ("Exceptions"). Buyer Purchaser shall have until the date that is latter of the end of the Study Period or five (5) days after the Title Company delivers the Preliminary Report and Exceptions to Buyer within which to give notice in writing to Seller of any objection to such title or to any liens or encumbrances affecting the Property. Within five (5) business days after receipt of such notice from Buyer, Seller shall give Buyer written or deemed notice of whether it is willing and able to remove the objected-to Exceptions. Without the need for objection by Buyer, Seller shall, with respect to liens and encumbrances that can be satisfied and released by the payment of money, eliminate such exceptions to title on or before Closing. Within five (5) days after receipt of such notice from Seller (the "Title Contingency Date"), Buyer shall elect whether to: (i) purchase the Property subject to those objected-to Exceptions which Seller is not willing or able to remove; terminate this Agreement or (ii) terminate this Agreementwaive such Title Objections and proceed to Closing without any abatement or reduction in the Purchase Price on account of such Title Objections. If Buyer fails to Purchaser does not give Seller such notice of Buyer’s electionwithin said period, then such inaction Purchaser shall be deemed to be Buyer’s election have elected to terminate this Agreement. On or before the Closing Date (defined below), Seller shall remove all Exceptions to which Buyer objects and which Seller agrees, or is deemed to have agreed, Seller is willing and able to remove. All remaining Exceptions set forth in the Preliminary Report and those Exceptions caused by or agreed to by Buyer shall be deemed "Permitted Exceptionswaive such Title Objections."

Title Objections. If the Title Commitment discloses title exceptions other than the Permitted Exceptions described in subparagraphs (i) or (iv) of Section 5.2 of this Agreement or if the Survey discloses survey matters which, in Purchaser’s sole and absolute discretion, interfere with Purchaser’s ability to use or finance the Real Property, Purchaser shall notify Seller in writing of its objections thereto (“Title Objections”) within fifteen(15) Business Days of its receipt of the Title Report and the Survey (“Title Review Period”). Seller shall request Escrow Agent to cause to be delivered to Buyer a preliminary title report have ten (10) Business Days from the "Preliminary Report") from a title company affiliated with the Escrow Agent receipt of such notice (the "Title Company"), showing the status of “Seller’s Removal Period”) to have such title exceptions removed from the Title Commitment and to correct any such survey matters or to have the PropertyTitle Company commit, together with complete and legible copies at Seller’s expense, to insure Purchaser against any loss or damage which might be occasioned by or result from such title exceptions or survey matters. If Seller fails to timely provide such removal, correction or insurance, one of all documents shown therein as exceptions the following shall occur: (i) Purchaser may terminate this Agreement by giving written notice to title ("Exceptions"). Buyer shall have until the date that is Seller within five (5) days Business Days after the Title Company delivers the Preliminary Report and Exceptions to Buyer within which to give notice in writing to Seller expiration of any objection to such title or to any liens or encumbrances affecting the Property. Within five Seller’s Removal Period (5) days after receipt of such notice from Buyer, Seller shall give Buyer written notice of whether it is willing and able to remove the objected-to Exceptions. Without the need for objection by Buyer, Seller shall, with respect to liens and encumbrances that can be satisfied and released by the payment of money, eliminate such exceptions to title on or before Closing. Within five (5) days after receipt of such notice from Seller (the "Title Contingency Date"“Termination Notice”), Buyer whereupon the parties hereto shall elect whether to: have no further obligations hereunder (iexcept for those obligations which otherwise survive the termination of this Agreement) purchase and the Property subject Deposit shall be returned to those objected-to Exceptions which Seller is not willing or able to removePurchaser; or (ii) terminate this Agreementif Purchaser does not timely give the Termination Notice, Purchaser shall be obligated to close the purchase and sale of the Property as otherwise provided herein. If Buyer fails to give Purchaser does not provide Seller with notice of Buyer’s electionTitle Objections within fifteen (15) Business Days of its receipt of the Title Commitment and the Survey, then such inaction the Title Commitment shall be deemed to be Buyer’s election to terminate this Agreement. On or before the Closing Date (defined below), Seller shall remove all Exceptions to which Buyer objects and which Seller agrees, or is deemed to have agreed, Seller is willing and able to remove. All remaining Exceptions set forth in the Preliminary Report and those Exceptions caused accepted by or agreed to by Buyer shall be deemed "Permitted ExceptionsPurchaser."

Title Objections. Seller shall request Escrow Agent to cause to be delivered If any exceptions appear in the Title Commitment, Title Documents or Survey (other than the standard printed exceptions and any known title matters disclosed to Buyer a preliminary title report (in writing prior to submission of this Offer) that Buyer determines reasonably and in good faith would unreasonably interfere with normal use of the "Preliminary Report") from a title company affiliated with the Escrow Agent (the "Title Company"), showing the status of Seller’s Property for its intended purpose or that result in title to the PropertyProperty not being marketable and insurable, together with complete and legible copies then Buyer must, within ninety (90) days from the Effective Date, provide written notice to Seller of all documents shown therein as exceptions to title ("Exceptions"such unacceptable exceptions(s). Buyer shall have until may not object to the date that is five (5) days after the Title Company delivers the Preliminary Report and Exceptions standard printed exceptions or any known title matters disclosed to Buyer within which to give notice in writing prior to Seller submission of any objection to such title or to any liens or encumbrances affecting the Property. Within five (5) days after receipt of such notice from Buyer, Seller shall give Buyer written notice of whether it is willing and able to remove the objected-to Exceptions. Without the need for objection by Buyer, Seller shall, with respect to liens and encumbrances that can be satisfied and released by the payment of money, eliminate such exceptions to title on or before Closing. Within five (5) days after receipt of such notice from Seller (the "Title Contingency Date"), Buyer shall elect whether to: (i) purchase the Property subject to those objected-to Exceptions which Seller is not willing or able to remove; or (ii) terminate this AgreementOffer. If Buyer fails to give disapprove an item reflected in the Title Commitment by written notice received by Seller notice of Buyer’s electionwithin said period, then such inaction Buyer shall be deemed to have approved such item. Seller may, at Seller’s option, attempt to eliminate or modify such unacceptable exceptions to the reasonable satisfaction of Buyer, although Seller shall not be obligated to do so. Seller has no obligation to endeavor to cure any title objection raised by Buyer, and Seller shall not be required to expend any effort or funds, or to commence litigation to cure an unacceptable exception. If Seller elects to attempt a cure, but is unable to cure an unacceptable exception within thirty (30) days after Seller’s receipt of Buyer’s election to terminate this Agreement. On objections or before by the Closing Date if sooner, then within ten (defined below)10) days thereafter, Buyer may terminate this Offer by notice in writing to Seller, and the Xxxxxxx Money shall be refunded to Buyer. Notwithstanding the foregoing, if Buyer does not terminate this Offer within such ten (10) day period, Buyer shall be deemed to have accepted such title as Seller shall remove can deliver and Buyer must close the purchase of the Property subject to all Exceptions to exceptions shown in the Title Commitment and all matters shown on the Survey without any reduction in the Purchase Price. The standard printed exceptions in the Title Commitment, the known title matters listed in the Title Commitment and all matters shown on the Title Commitment and Survey which Buyer objects and which Seller agreesapproves, or is deemed to have agreedapprove pursuant to this Section 6.3, Seller is willing and able to remove. All remaining Exceptions set forth in the Preliminary Report and those Exceptions caused by or agreed to by Buyer shall be deemed "constitute Permitted Exceptions."

Title Objections. If any of the following shall occur (collectively a "Title Objection"): The Title Commitment or other evidence of title or search of the appropriate real estate records discloses that any party other than Seller shall request Escrow Agent has title to the Property covered by the Title Commitment; Any title exception is disclosed in Schedule B to the Title Commitment that is not one of the Permitted Encumbrances or one that Seller specifies when delivering the Title Commitment to Buyer as one that Seller will cause to be delivered deleted from the Title Commitment concurrently with the Closing, including: (i) any exceptions that pertain to encumbrances securing any loans that will not be assumed by Buyer; and (ii) any exceptions that Buyer a preliminary title report reasonably believes could materially or adversely affect Xxxxx's use and enjoyment of the Property; or Any Survey discloses any matter that Buyer reasonably believes could materially or adversely affect Buyer's use and enjoyment of the Property; then Buyer shall notify Seller in writing (the "Preliminary ReportBuyer's Notice") from a title company affiliated with of such matters within ten (10) business days after receiving all of the Escrow Agent (the "Title Company")Commitment, showing the status of Seller’s title to the Property, together with complete Survey and legible copies of all documents shown therein as exceptions to title ("Exceptions"). Buyer shall have until the date that is five (5) days after the Title Company delivers the Preliminary Report and Exceptions to Buyer within which to give notice in writing to Seller of any objection to such title or to any liens or encumbrances affecting Recorded Documents for the Property. Within five Cure. Seller shall use its reasonable efforts to cure each Title Objection within thirty (530) days after receipt of such notice from Buyer, Seller shall give Buyer written notice of whether it ’s Notice. If each Title Objection is willing and able to remove the objected-to Exceptions. Without the need for objection by Buyer, Seller shall, with respect to liens and encumbrances that can be satisfied and released by the payment of money, eliminate such exceptions to title on or before Closing. Within five not cured within thirty (530) days after receipt of such notice from Seller (the "Title Contingency Date")days, Buyer shall elect whether will have the option to: (i) purchase the Property subject to those objected-to Exceptions which Seller is not willing or able to removeterminate this Agreement; or (ii) terminate this Agreementwaive the Title Objection and proceed to close. If Any Title Objection that the Title Company is willing to insure over on terms acceptable to Seller and Buyer fails is herein referred to give Seller notice of Buyer’s electionas an "Insured Exception." The Insured Exceptions, then such inaction together with any title exception or matters disclosed by the Survey not objected to by Buyer in the manner aforesaid shall be deemed to be Buyer’s election acceptable to terminate this Agreement. On or before the Closing Date (defined below), Seller shall remove all Exceptions to which Buyer objects and which Seller agrees, or is deemed to have agreed, Seller is willing and able to remove. All remaining Exceptions set forth in the Preliminary Report and those Exceptions caused by or agreed to by Buyer shall be deemed "are “Permitted ExceptionsEncumbrances”."