Common use of Title Policy Clause in Contracts

Title Policy. Conclusive evidence of delivery of title in accordance with the foregoing shall be the willingness of Title Company to issue or commit to issue to Buyer, upon payment of its regularly scheduled premium, its ALTA extended owner’s policy of title insurance, in the amount of the Purchase Price, showing title to the Real Property vested of record in Buyer, subject only to the Conditions of Title (and the standard printed exceptions and conditions in the policy of title insurance) (the “Title Policy”). If Seller for any reason is unable to deliver title to the Real Property subject only to the Conditions of Title or is unwilling to remove or otherwise cure any title matter that is not a Condition to Title (other than the Existing Monetary Encumbrances), then Buyer’s sole remedy shall be to terminate this Agreement within five (5) days after written notice from Seller of such inability or unwillingness (but not later than the Closing Date) and receive a return of the Deposit, and neither Seller nor Buyer shall thereafter have any further rights or obligations under this Agreement, except for those obligations that expressly survive the termination of this Agreement (including, without limitation, Buyer’s obligation to perform the Continuing Obligations). Buyer shall have no right to commence any action for damages, specific performance or other relief as a result of Seller’s inability to deliver title to the Real Property subject only to the Conditions of Title or Seller’s unwillingness to remove or otherwise cure any title matter that is not a Condition to Title; provided, however, that Buyer shall have the right to commence an action for specific performance against Seller if: (i) at Closing Seller fails to remove from title the Existing Monetary Encumbrances; or (ii) Seller fails to remove from title any exceptions created by Seller on or after the date of Buyer’s Title Report (i.e., February 6, 2012) without the prior written consent of Buyer (other than new Leases signed in accordance with the terms of this Agreement). Buyer acknowledges receipt from Seller of Seller’s Existing Survey for the Property. Any other survey (or update to Seller’s Existing Survey) necessary for the issuance of an ALTA title policy shall be obtained by Buyer at Buyer’s expense.

Title Policy. Conclusive evidence (a) At the Close of delivery of Escrow, Xxxxx’s title in accordance with to the foregoing Property shall be the willingness insured by an ALTA Owner’s Standard Policy of Title Insurance (including a mechanics’ lien endorsement) issued by the Title Company in the amount of the Purchase Price showing title to issue or commit to issue to the Property vested in Buyer, upon payment subject only to the Approved Condition of its regularly scheduled premium, its ALTA extended owner’s policy Title (the “Title Policy”). The issuance by Title Company of the Title Policy in favor of Xxxxx insuring title insurance, to the Property to Buyer in the amount of the Purchase Price, showing title to the Real Property vested of record in Buyer, subject only to the Conditions Approved Condition of Title (shall be conclusive evidence that Seller has complied with any obligation, express or implied, to convey good and the standard printed exceptions and conditions in the policy of title insurance) (the “Title Policy”). If Seller for any reason is unable to deliver marketable title to the Real Property subject only to Buyer. (b) Notwithstanding the Conditions above, Buyer may elect to obtain an ALTA Owner’s Extended Coverage Policy of Title or is unwilling to remove or otherwise cure any title matter that is not a Condition to Title (other than Insurance on the Existing Monetary Encumbrances), then Buyer’s sole remedy shall be to terminate this Agreement within five (5) days after written notice from Seller of such inability or unwillingness (but not later than the Closing Date) and receive a return of the Deposit, and neither Seller nor Buyer shall thereafter have any further rights or obligations under this Agreement, except for those obligations that expressly survive the termination of this Agreement (including, without limitation, Buyer’s obligation to perform the Continuing Obligations). Buyer shall have no right to commence any action for damages, specific performance or other relief as a result of Seller’s inability to deliver title to the Real Property subject only to the Conditions of Title or Seller’s unwillingness to remove or otherwise cure any title matter that is not a Condition to Title; provided, however, that Buyer shall have the right to commence an action for specific performance against Seller iffollowing conditions: (i) at Closing Seller fails to remove from title shall pay for the Existing Monetary Encumbrances; or cost of the ALTA Standard coverage referenced in (a) above, (ii) Seller fails to remove from title any exceptions created by Seller on or after the date of Buyer’s Title Report (i.e., February 6, 2012) without the prior written consent of Buyer (other than new Leases signed in accordance with the terms of this Agreement). Buyer acknowledges receipt from Seller of Seller’s Existing Survey shall pay for the Property. Any other survey additional cost of obtaining the ALTA Extended coverage, including any ALTA Survey (or update to Seller’s Existing Survey) necessary for the issuance of an ALTA title policy shall be obtained by Buyer or, at Buyer’s expenseelection, the Title Policy may contain a survey exception); and (iii) the obtaining of the ALTA Extended coverage shall not delay the Closing Date. (c) Title Company’s commitment to issue the Title Policy (and no other policy) to Buyer shall be a condition to the Close of Escrow for the benefit of Buyer. Buyer’s decision to obtain any additional endorsements, policies or surveys (as the case may be), shall not be a condition to the Close of Escrow, and shall not be a basis for extending the Close of Escrow. Xxxxx and Xxxxxx each agree to deliver to Title Company such proof of their respective authority and authorization to enter into this Agreement and consummate the transactions contemplated hereby as may be reasonably required by the other party or Title Company.

Title Policy. Conclusive evidence of delivery of title in accordance with the foregoing It shall be a condition precedent to Buyer's obligation to consummate the willingness of transactions contemplated herein that on the Closing Date, the Title Company to shall issue (or irrevocably commit to issue to Buyer, upon payment of its regularly scheduled premium, its issue) an owner's title insurance policy in the standard ALTA extended owner’s policy of title insuranceform (the "Owner's Policy"), in the face amount of the Purchase Price, showing which Owner's Policy shows title to the Real Property to be vested of record in Buyer, subject only to the Conditions of Title (and the standard following to be the only exceptions to title (the "Permitted Exceptions"): (a) The general printed exceptions and conditions which appear in the standard ALTA form owner's policy of title insuranceinsurance issued by Title Company in the State of New Jersey; (b) Real estate taxes and assessments not yet due and payable; and (the “Title Policy”). If Seller for any reason is unable c) Such exceptions to deliver title or survey matters as may be approved or deemed approved by Buyer pursuant to the Real Property subject only provisions of this Paragraph 4A. Seller hereby acknowledges that Buyer desires to obtain the Owner's Policy from Title Company and Other Title Company, with Title Company and Other Title Company acting as co-insurers. In the event that Buyer elects to obtain co-insurance with respect to the Conditions of Title or is unwilling Owner's Policy, Seller agrees to remove or otherwise cure any title matter that is not a Condition reasonably cooperate with Buyer to Title (other than the Existing Monetary Encumbrances), then Buyer’s sole remedy shall be enable Buyer to terminate this Agreement within five (5) days after written notice from Seller of obtain such inability or unwillingness (but not later than the Closing Date) and receive a return of the Deposit, and neither Seller nor Buyer shall thereafter have any further rights or obligations under this Agreement, except for those obligations that expressly survive the termination of this Agreement (including, without limitation, Buyer’s obligation to perform the Continuing Obligations). Buyer shall have no right to commence any action for damages, specific performance or other relief as a result of Seller’s inability to deliver title to the Real Property subject only to the Conditions of Title or Seller’s unwillingness to remove or otherwise cure any title matter that is not a Condition to Titleco- insurance; provided, however, that Buyer Seller shall have not be required to satisfy any additional requirements of Other Title Company (or provide Other Title Company with any additional documentation; Seller's sole obligation with respect to Other Title Company being to provide Other Title Company with the right same documentation that Seller is required to commence an action for specific performance against Seller if: (i) at Closing Seller fails provide Title Company pursuant to remove from title this Paragraph 4A), it being the Existing Monetary Encumbrances; or (ii) Seller fails to remove from title any exceptions created by Seller on or after the date of Buyer’s Title Report (i.e., February 6, 2012) without the prior written consent intention of Buyer and Seller that Buyer (other than new Leases signed and not Seller) shall be responsible for satisfying any and all additional requirements of Other Title Company (and providing Other Title Company with any required additional documentation) and Seller shall not have any obligation to correspond with Other Title Company in accordance connection with the terms of this Agreement). Buyer acknowledges receipt from Seller of Seller’s Existing Survey for the Property. Any other survey (or update to Seller’s Existing Survey) necessary for the issuance of an ALTA title policy shall be obtained by Buyer at Buyer’s expensesuch co-insurance.

Title Policy. Conclusive evidence CBL/OP's obligation to consummate the transactions contemplated by this Agreement shall be subject to and conditioned upon the Title Company's willingness to issue, upon the condition of the payment of the Title Company's premium and the delivery of title the documents referred to in accordance with the foregoing shall be the willingness Section 5.6 below, an ALTA Extended Coverage Owner's Policy of Title Company Insurance (referred to issue or commit to issue to Buyerherein as the "Title Policy"), upon payment of its regularly scheduled premium, its ALTA extended owner’s policy of title insurance, insuring CBL/OP in the amount of the Purchase Price, showing Price that fee title to the Real Property is vested in CBL/OP as of record in Buyerthe Closing, subject only to the Conditions of Title (title policy form conditions, exclusions from coverage and exceptions, and the standard printed exceptions Permitted Exceptions. Notwithstanding the immediately preceding sentence, the issuance of ALTA Extended Coverage and conditions in any title endorsements as part of the policy of title insurance) (the “Title Policy”). If Seller for any reason is unable to deliver title Policy shall not be a condition precedent to the Real Property subject only Closing unless (a) CBL/OP has delivered to the Conditions Title Company prior to the Closing Date, any necessary modification, update or recertification of the ALTA Survey in current insurable form and otherwise satisfactory to the Title or is unwilling Company, (b) the Title Company confirms in writing to remove or otherwise cure CBL/OP and Property Owner prior to the Title Objection Deadline the Title Company's willingness to issue ALTA Extended Coverage and those title endorsements which have been requested by CBL/OP prior to the Title Objection Deadline, and (c) CBL/OP pays for all costs of such ALTA Extended Coverage in excess of ALTA Standard Coverage and the costs of any such title matter that is not a Condition to Title endorsements requested by CBL/OP (other than any endorsements Property Owner has agreed to cause to be issued pursuant to a Property Owner's Title Notice). If, prior to the Existing Monetary Encumbrances)Title Objection Deadline, CBL/OP has not delivered any necessary modification, update or recertification of the ALTA Survey in current insurable form satisfactory to the Title Company and the Title Company has not confirmed in writing to CBL/OP and Property Owner prior to the Title Objection Deadline the Title Company's willingness to issue ALTA Extended Coverage and those title endorsements requested by CBL/OP, then Buyer’s sole remedy the condition in this Section 4.3.6 shall be the Title Company's willingness to issue an ALTA Standard Coverage Owner's Policy of Title Insurance (with only those endorsements the Title Company has affirmatively agreed in writing prior to the Title Objection Deadline to issue) and all references in this Agreement to the "Title Policy" shall mean and refer to such ALTA Standard Coverage Owner's Policy of Title Insurance rather than an ALTA Extended Coverage Owner's Policy of Title Insurance. In the event of any failure of the condition in this Section 4.3.6, CBL/OP shall have the right to terminate this Agreement within five (5) days after by delivering written notice from Seller of such inability or unwillingness (but not thereof to Property Owner and Escrow Holder no later than the Closing Date) , and receive the failure by CBL/OP to timely deliver such notice of termination shall be deemed CBL/OP's waiver of such condition. If such termination notice is provided, Property Owner shall nonetheless have a return period of 10 days after receipt of such notice to satisfy such condition (and the Closing Date shall be accordingly extended, if applicable), and if such condition is remedied within such 10 day period, the Closing shall be consummated in accordance with the provisions of this Agreement. In the event of any such termination, the Letter of Credit or the Deposit, as applicable, shall be returned to CBL/OP and neither Seller nor Buyer party shall thereafter have any further rights or obligations under this Agreement, except for those the CBL/OP's Surviving Obligations. The Title Company's willingness at Closing to issue the Title Policy to CBL/OP shall only be a condition to CBL/OP's obligations that expressly survive the termination of this Agreement (including, without limitation, Buyer’s obligation to perform the Continuing Obligations). Buyer shall have no right to commence any action for damages, specific performance or other relief as a result of Seller’s inability to deliver title to the Real Property subject only to the Conditions of Title or Seller’s unwillingness to remove or otherwise cure any title matter that is and not a Condition to Title; provided, however, that Buyer shall have the right to commence an action for specific performance against Seller if: (i) at Closing Seller fails to remove from title the Existing Monetary Encumbrances; or (ii) Seller fails to remove from title any exceptions created by Seller on or after the date covenant of Buyer’s Title Report (i.e., February 6, 2012) without the prior written consent of Buyer (other than new Leases signed in accordance with the terms of this Agreement). Buyer acknowledges receipt from Seller of Seller’s Existing Survey for the Property. Any other survey (or update to Seller’s Existing Survey) necessary for the issuance of an ALTA title policy shall be obtained by Buyer at Buyer’s expenseProperty Owner.

Title Policy. Conclusive evidence of delivery of title in accordance with At Closing, Seller shall deliver to Buyer a proforma commitment by the foregoing shall be the willingness of Title Company to issue to Buyer an Owner Policy of Title Insurance (the “Title Policy”) in the full amount of the Purchase Price, dated as of the Closing Date, insuring Buyer’s fee simple title to each parcel of the Land to be good and indefeasible subject only to the Permitted Exceptions applicable to each such parcel together with a pro forma owner policy of title insurance with all endorsements attached and requested modifications shown. Each Title Policy may also contain the following exception but only if such Title Policy is endorsed with a T19.2 title endorsement: “All leases, grants, exceptions or commit reservations of coal, lignite, oil, gas and other minerals, together with all rights, privileges, and immunities relating thereto, appearing in the Public Records, whether listed in Schedule B or not. There may be leases, grants, exceptions or reservations of mineral interest that are not listed.” To the extent the Title Company is willing to issue the same, the Title Policy, at Buyer’s cost, shall contain all standard and applicable endorsements, including all applicable contiguity and T-19 (T-19.1 or T-19.2 at Buyer’s option) endorsements, and shall insure all appurtenant easements. The Title Policy shall also be subject to the standard printed exceptions contained in the base, standard Texas form of the Title Policy and shall be issued in the Texas standard form (Form T-1); provided, however: (a) the standard exception as to restrictive covenants shall either be deleted or except only for any restrictive covenants that are Permitted Exceptions; (b) the blank in the standard tax exception shall be completed with the year in which the Closing occurs; (c) subject to the willingness of the Title Company to do so and subject to Buyer’s payment of the premium therefor, the standard exception in Schedule B, item 2 shall be revised to read “shortages in area” only; (d) there shall be no exception for parties in possession; (e) there shall be no exception for visible or apparent easements or other matters that would be shown on a survey (although specific matters shown on the Survey of a Specific Property may be shown as an exception); and (f) the Title Policy will provide that Section 14 of the Conditions and Stipulations relating to arbitration has been deleted. If Buyer exercises the Separation Option (hereinafter defined), Buyer may request the Title Company to issue to Buyereach Break-Out Owner (hereinafter defined) a separate owner policy of title insurance, upon payment each such policy (each herein called a “Separate Policy”) to be subject to the Permitted Exceptions applicable to the Specific Property(ies) to be conveyed to such Break-Out Owner (and subject to the standard printed exceptions to the same extent as set forth above only) and in the amount set forth on Schedule 1. Furthermore, in all events Buyer shall be responsible for the Incremental Title Costs (hereinafter defined below) arising out of its regularly scheduled premiumthe exercise of the Separation Option. As used herein, its ALTA extended owner’s the term “Incremental Title Costs” means the difference between the premium for a single owner policy of title insurance, in Texas standard form (and without any endorsements) in the amount of the Purchase Price, showing title to the Real Property vested of record in Buyer, subject only to the Conditions of Title (Price and the standard printed exceptions and conditions in the policy of title insurance) (the “Title Policy”). If Seller for any reason is unable to deliver title to the Real Property subject only to the Conditions of Title or is unwilling to remove or otherwise cure any title matter that is not a Condition to Title (other than the Existing Monetary Encumbrances), then Buyer’s sole remedy shall be to terminate this Agreement within five (5) days after written notice from Seller of such inability or unwillingness (but not later than the Closing Date) and receive a return of the Deposit, and neither Seller nor Buyer shall thereafter have any further rights or obligations under this Agreement, except for those obligations that expressly survive the termination of this Agreement (including, without limitation, Buyer’s obligation to perform the Continuing Obligations). Buyer shall have no right to commence any action for damages, specific performance or other relief as a result of Seller’s inability to deliver title to the Real Property subject only to the Conditions of Title or Seller’s unwillingness to remove or otherwise cure any title matter that is not a Condition to Title; provided, however, that Buyer shall have the right to commence an action for specific performance against Seller if: (i) at Closing Seller fails to remove from title the Existing Monetary Encumbrances; or (ii) Seller fails to remove from title any exceptions created by Seller on or after the date of Buyer’s Title Report (i.e., February 6, 2012) without the prior written consent of Buyer (other than new Leases signed in accordance with the terms of this Agreement). Buyer acknowledges receipt from Seller of Seller’s Existing Survey aggregate premiums for the Property. Any other survey (or update to Seller’s Existing Survey) necessary for the issuance of an ALTA title policy shall be obtained by Buyer at Buyer’s expenseSeparate Policies.

Title Policy. Conclusive evidence of delivery of title in accordance with On or before the foregoing shall be the willingness of Closing, Title Company to issue or commit shall have committed to issue to Buyer, upon Buyer the Title Policy (subject to payment of its regularly scheduled premiumrequired premiums). As used herein, its the term "Title Policy" shall mean an ALTA extended owner’s policy coverage Owner's Policy of title insurance, Title Insurance with liability in the amount of the Purchase Price, showing title to the Real Property vested of record in Buyer, subject only to the Conditions of following (collectively, the "Permitted Exceptions"): (a) the preprinted standard exceptions in such Title Policy, (b) exceptions approved or deemed approved by Buyer pursuant to Section 4.2 above, (c) the Leases and the standard printed rights of tenants thereunder, (d) non-delinquent real property taxes and special assessments, (e) any exceptions and conditions in the policy arising from Buyer's actions, (f) mechanic’s liens or potential mechanic's liens arising out of title insurance) (the “Title Policy”). If Seller for any reason is unable to deliver title services, labor or materials furnished to the Real Property subject only to the Conditions of Title or for which Xxxxx receives a credit at Closing, for which Buyer is unwilling to remove or otherwise cure any title matter that is not a Condition to Title (other than the Existing Monetary Encumbrances), then Buyer’s sole remedy shall be to terminate this Agreement within five (5) days after written notice from Seller of such inability or unwillingness (but not later than the Closing Date) and receive a return of the Deposit, and neither Seller nor Buyer shall thereafter have any further rights or obligations expressly responsible for payment under this Agreement, except for those obligations that expressly survive the termination of this Agreement (including, without limitation, Buyer’s obligation to perform the Continuing Obligations). Buyer shall have no right to commence any action for damages, specific performance or other relief as a result of Seller’s inability to deliver title to the Real Property subject only to the Conditions of Title or Seller’s unwillingness to remove or otherwise cure any title matter that is not a Condition to Title; provided, however, that Buyer shall have the right to commence an action for specific performance against Seller if: (i) at Closing Seller fails to remove from title the Existing Monetary Encumbrances; or (ii) Seller fails to remove from title any exceptions created by Seller on or after the date of Buyer’s Title Report (i.e., February 6, 2012) without the prior written consent of Buyer (other than new Leases signed in accordance with the terms of this Agreement). Buyer acknowledges receipt , or which arise from Seller any services, labor or materials contracted for by any tenant at the Property and with respect to which any such tenant is responsible for payment under the terms of Seller’s Existing Survey for its Lease, and (g) any matters which would be disclosed by an accurate survey or physical inspection of the Property. Any other Notwithstanding the foregoing, if Buyer fails to provide an ALTA survey (or update to Seller’s Existing Survey) necessary for the issuance Real Property acceptable to the Title Company for purposes of issuing the Title Policy, then the Title Policy to be issued on the Close of Escrow shall be an ALTA title policy standard coverage Owner's Policy of Title Insurance which shall include a general survey exception. Xxxxxx agrees to deliver an owner's affidavit at Closing in the form of Exhibit "L" (the "Title Affidavit"). Neither the Property Approval Period nor the Close of Escrow shall be obtained by Buyer at extended due to Buyer’s expense's Title Policy requirements.

Title Policy. Conclusive evidence (a) The consummation of delivery the transactions contemplated hereby is subject to Buyer's being able to obtain an ALTA extended owner's policy of title insurance (Form B, Rev. 10-17-70) from a nationally recognized title insurance company licensed to do business in the State of Nevada chosen by Buyer in its sole discretion, with coinsurance and reinsurance satisfactory to Buyer in its sole discretion (the "Title Company") in an amount equal to the portion of the Purchase Price allocable to the Premises, as determined by the parties in accordance with Section 2.3 (or, if the foregoing parties are unable to agree on such allocation by any applicable date of determination, an amount determined in good faith by Buyer to be equal to the portion of the Purchase Price allocable to the Premises), insuring that Buyer has fee title to the Premises (the "Title Policy") subject only to the Permitted Title Exceptions, and including customary endorsements to the Title Policy as requested by Buyer in its reasonable discretion. Buyer shall use its commercially reasonable efforts to obtain such title insurance as promptly as practicable, and in no event later than Closing. (b) Buyer shall be solely responsible for the willingness fees and costs of the Title Company, the cost of the premium for the Title Policy (for Buyer and Buyer's lenders) and customary endorsements up to the coverage amount specified above and the cost of the surveys specified in this Section 6.13(b). Seller and Buyer shall cooperate diligently to provide customary documents reasonably required by the Title Company as a condition to the issuance of the Title Policy. Seller shall order any surveys required to obtain the Title Policy to be prepared and to be certified as having been prepared in accordance with "Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys" jointly established and adopted by the ALTA and ACSM in 1999 and including all ALTA optional items except No. 1, No. 4, No. 5, No. 7(a), Nos. 7(b)(2) and (3), No. 7(c), No. 11(x) xxx Xxx. 00 xxxxxxx 00. Xxx xxxh surveys shall include a certification as to whether any of the Premises is located in a floodplain or designated floodway and such information as may be required by the Title Company to issue or commit extended coverage (consistent with all matters shown on the survey) over all general printed exceptions to issue title and such other certifications and items as are reasonably required by Buyer and any secured lender with respect to Buyer, upon payment of its regularly scheduled premium, its ALTA extended owner’s policy of title insurance, in the amount any of the Purchase Price, showing title to the Real Property vested of record in Buyer, subject only to the Conditions of Title (and the standard printed exceptions and conditions in the policy of title insurance) (the “Title Policy”). If Seller for any reason is unable to deliver title to the Real Property subject only to the Conditions of Title or is unwilling to remove or otherwise cure any title matter that is not a Condition to Title (other than the Existing Monetary Encumbrances), then Buyer’s sole remedy shall be to terminate this Agreement within five (5) days after written notice from Seller of such inability or unwillingness (but not later than the Closing Date) and receive a return of the Deposit, and neither Seller nor Buyer shall thereafter have any further rights or obligations under this Agreement, except for those obligations that expressly survive the termination of this Agreement (including, without limitation, Buyer’s obligation to perform the Continuing Obligations). Buyer shall have no right to commence any action for damages, specific performance or other relief as a result of Seller’s inability to deliver title to the Real Property subject only to the Conditions of Title or Seller’s unwillingness to remove or otherwise cure any title matter that is not a Condition to Title; provided, however, that Buyer shall have the right to commence an action for specific performance against Seller if: (i) at Closing Seller fails to remove from title the Existing Monetary Encumbrances; or (ii) Seller fails to remove from title any exceptions created by Seller on or after the date of Buyer’s Title Report (i.e., February 6, 2012) without the prior written consent of Buyer (other than new Leases signed in accordance with the terms of this Agreement). Buyer acknowledges receipt from Seller of Seller’s Existing Survey for the Property. Any other survey (or update to Seller’s Existing Survey) necessary for the issuance of an ALTA title policy shall be obtained by Buyer at Buyer’s expensePremises.

Title Policy. Conclusive evidence CBL/OP's obligation to consummate the transactions contemplated by this Agreement shall be subject to and conditioned upon the Title Company's willingness to issue, upon the condition of the payment of the Title Company's premium and the delivery of title the documents referred to in accordance with the foregoing shall be the willingness Section 5.6 below, an ALTA Extended Coverage Owner's Policy of Title Insurance (referred to herein as the "Title Policy"), insuring the Company to issue or commit to issue to Buyer, upon payment of its regularly scheduled premium, its ALTA extended owner’s policy of title insurance, in the amount of the Purchase Price, showing Total Consideration plus the Closing Date Debt that fee title to the Real Property is vested in the Company as of record in Buyerthe Closing, subject only to the Conditions of Title (title policy form conditions, exclusions from coverage and exceptions, and the standard printed exceptions Permitted Exceptions. Notwithstanding the immediately preceding sentence, the issuance of ALTA Extended Coverage and conditions in any title endorsements as part of the policy of title insurance) (the “Title Policy”). If Seller for any reason is unable to deliver title Policy shall not be a condition precedent to the Real Property subject only Closing unless (a) CBL/OP has delivered to the Conditions Title Company prior to the Closing Date, any necessary modification, update or recertification of the ALTA Survey in current insurable form and otherwise satisfactory to the Title or is unwilling Company, (b) the Title Company confirms in writing to remove or otherwise cure CBL/OP and Property Owner prior to the Title Objection Deadline the Title Company's willingness to issue ALTA Extended Coverage and those title endorsements which have been requested by CBL/OP prior to the Title Objection Deadline, and (c) CBL/OP pays for all costs of such ALTA Extended Coverage in excess of ALTA Standard Coverage and the costs of any such title matter that is not a Condition to Title endorsements requested by CBL/OP (other than the Existing Monetary Encumbrancesany endorsements Property Owner has agreed to cause to be issued pursuant to a Property Owner's Title Notice), then Buyer’s sole remedy provided that in any event issuance of a "Fairway" endorsement (with respect to the transfer of the LLC Interests to CBL/OP) and a non-imputation endorsement (with respect to any knowledge that might be imputed to the Company through Property Owner or any Contributor) as part of the Title Policy shall be conditions precedent to the Closing for the benefit of CBL/OP. If, prior to the Title Objection Deadline, CBL/OP has not delivered any necessary modification, update or recertification of the ALTA Survey in current insurable form satisfactory to the Title Company and the Title Company has not confirmed in writing to CBL/OP and Property Owner prior to the Title Objection Deadline the Title Company's willingness to issue ALTA Extended Coverage and those title endorsements requested by CBL/OP, then the condition in this Section 4.3.6 shall be the Title Company's willingness to issue an ALTA Standard Coverage Owner's Policy of Title Insurance (with only those endorsements the Title Company has affirmatively agreed in writing prior to the Title Objection Deadline to issue) and all references in this Agreement to the "Title Policy" shall mean and refer to such ALTA Standard Coverage Owner's Policy of Title Insurance rather than an ALTA Extended Coverage Owner's Policy of Title Insurance. In the event of any failure of the condition in this Section 4.3.6, CBL/OP shall have the right to terminate this Agreement within five (5) days after by delivering written notice from Seller of such inability or unwillingness (but not thereof to Property Owner and Escrow Holder no later than the Closing Date) , and receive the failure by CBL/OP to timely deliver such notice of termination shall be deemed CBL/OP's waiver of such condition. If such termination notice is provided, Property Owner shall nonetheless have a return period of 10 days after receipt of such notice to satisfy such condition (and the Closing Date shall be accordingly extended, if applicable), and if such condition is remedied within such 10 day period, the Closing shall be consummated in accordance with the provisions of this Agreement; provided, however, that in no event shall such cure period extend beyond the expiration of any commitment for the Closing Date Debt or expiration date of any rate lock agreement for the Closing Date Debt (whichever is earlier), as such dates may be extended by Property Owner at its sole cost and expense, unless Property Owner borrows the Closing Date Debt prior to the applicable expiration dates. In the event of any such termination, the Letter of Credit or the Deposit, as applicable, shall be returned to CBL/OP and neither Seller nor Buyer party shall thereafter have any further rights or obligations under this Agreement, except for those the CBL/OP's Surviving Obligations. The Title Company's willingness at Closing to issue the Title Policy to CBL/OP shall only be a condition to CBL/OP's obligations that expressly survive the termination of this Agreement (including, without limitation, Buyer’s obligation to perform the Continuing Obligations). Buyer shall have no right to commence any action for damages, specific performance or other relief as a result of Seller’s inability to deliver title to the Real Property subject only to the Conditions of Title or Seller’s unwillingness to remove or otherwise cure any title matter that is and not a Condition to Title; provided, however, that Buyer shall have the right to commence an action for specific performance against Seller if: (i) at Closing Seller fails to remove from title the Existing Monetary Encumbrances; or (ii) Seller fails to remove from title any exceptions created by Seller on or after the date covenant of Buyer’s Title Report (i.e., February 6, 2012) without the prior written consent of Buyer (other than new Leases signed in accordance with the terms of this Agreement). Buyer acknowledges receipt from Seller of Seller’s Existing Survey for the Property. Any other survey (or update to Seller’s Existing Survey) necessary for the issuance of an ALTA title policy shall be obtained by Buyer at Buyer’s expenseProperty Owner.

Title Policy. Conclusive evidence of delivery of title in accordance with the foregoing shall be the willingness of The Title Company to issue or commit is unconditionally and irrevocably committed to issue to BuyerBUYER at Closing a CLTA standard coverage owner’s title policy, or, upon payment of its regularly scheduled premiumBUYER’s request, its an ALTA extended coverage owner’s policy of title insuranceinsurance (provided BUYER shall be responsible for any survey costs associated therewith and BUYER must deliver an ALTA survey acceptable to the Title Company for the issuance of such extended coverage at least ten (10) business days prior to the Closing Date and BUYER shall be responsible for the additional cost of the extended coverage), insuring BUYER’s title to the Property in the amount of the Purchase Price, showing title to the Real Property vested of record in Buyer, subject only to the Conditions of following (collectively, the “Approved Title Exceptions”): (and i) the standard printed exceptions and conditions exclusions from coverage contained in such form of the policy policy; (ii) real estate taxes not yet due and payable; (iii) matters created by, through, or under BUYER; (iv) items disclosed by the Survey and Preliminary Title Report (including any supplements) and approved or deemed approved by BUYER pursuant to the title review provisions in Section 2.4, or, if BUYER fails to obtain the Survey, items which would be disclosed by an accurate, updated survey of the Property or a physical inspection of the Property; and (v) any Title Objections that neither SELLER nor the Title Company has agreed to remove from title insurance) or insure over (the “Title Policy”). If Seller for any reason is unable to deliver title to the Real Property subject only to the Conditions of Title or is unwilling to remove or otherwise cure any title matter that is not a Condition to Title (other than the Existing Monetary Encumbrances), then Buyer’s sole remedy shall be to terminate this Agreement within five (5) days after written notice from Seller of such inability or unwillingness (but not later than the Closing Date) and receive a return of the Deposit, and neither Seller nor Buyer shall thereafter have any further rights or obligations under this Agreement, except for those obligations that expressly survive the termination of this Agreement (including, without limitation, Buyer’s obligation to perform the Continuing Obligations). Buyer shall have no right to commence any action for damages, specific performance or other relief as a result of Seller’s inability to deliver title to the Real Property subject only to the Conditions of Title or Seller’s unwillingness to remove or otherwise cure any title matter that is not a Condition to Title; provided, however, that Buyer shall have the right to commence an action for specific performance against Seller if: (i) at Closing Seller fails to remove from title the Existing Monetary Encumbrances; or (ii) Seller fails to remove from title any exceptions created by Seller on or after the date of Buyer’s Title Report (i.e., February 6, 2012) without the prior written consent of Buyer (other than new Leases signed in accordance with the terms of this Agreement). Buyer acknowledges receipt from Seller of Seller’s Existing Survey for the Property. Any other survey (or update to Seller’s Existing Survey) necessary for the The issuance of an ALTA title extended coverage policy shall not be obtained a condition precedent to BUYER’s obligation to close the Escrow, and BUYER shall not object to the Closing based upon an inability to obtain, or any delays in obtaining, such coverage. In addition, and without limiting the foregoing, the issuance of any particular title endorsements requested by Buyer XXXXX, at BuyerBUYER’s sole cost and expense, shall not be a condition precedent to BUYER’s obligation to close this Escrow and BUYER acknowledges that BUYER is solely responsible for ascertaining the availability of any such endorsements prior to the end of the Due Diligence Period. If endorsements are required to cure defects in title and SELLER has agreed to provide such endorsements as a means of curing such title defects, then SELLER shall pay for such endorsements.

Title Policy. Conclusive evidence of delivery of title At Closing, Seller shall use commercially reasonable efforts as set forth in Section 4.2 above to (i) cause the Title Company to issue and deliver to Purchaser an ALTA 2006 Owner’s Title Policy in accordance with the foregoing shall be Title Commitment and showing no exceptions other than the willingness of Title Company to issue or commit to issue to BuyerPermitted Exceptions, upon payment of its regularly scheduled premiumwith extended coverage over all general exceptions, its ALTA extended owner’s policy of title insurance, in and insuring Purchaser as the amount owner of the Purchase Price, showing title to the Real Property vested of record in Buyer, subject only to the Conditions of Title (and the standard printed exceptions and conditions in the policy of title insurance) (the “Title Policy”). If Seller for any reason is unable to , and (ii) if Purchaser requests, execute and deliver title to the Real Title Company an Affidavit of No Change in connection with the ALTA/ACSM Land Title Survey of the Property subject only dated April 11, 2008 and prepared by Xxxxxx X. Xxxxx as Job Number SS#44004.DWG_JSF (the “Existing Survey”), in such form as is reasonably acceptable to the Conditions Title Company so as to permit removal of any standard survey exceptions in the Title or is unwilling Policy (the “Survey Affidavit”); provided that Seller shall only be required to remove or otherwise cure any title matter that is not provide a Condition Survey Affidavit if no changes to Title (other than the Property have occurred since the date of the Existing Monetary Encumbrances)Survey and provided further that if Seller delivers the Survey Affidavit to Purchaser and its Title Company, then Buyer’s sole remedy shall be to terminate this Agreement within five (5) days after written notice from Seller of such inability or unwillingness (but not later than the Closing Date) and receive a return of the Deposit, and neither Seller nor Buyer shall thereafter have any further rights or obligations under this Agreement, except for those obligations that expressly survive the termination of this Agreement (including, without limitation, Buyer’s obligation to perform the Continuing Obligations). Buyer shall have no right further obligation to commence Purchaser or its Title Company with respect to any action for damagessurvey matters in this Agreement or the Title Commitment or Title Policy. The cost of the Title Policy, specific performance or other relief as a result of Seller’s inability to deliver title to the Real Property subject only to the Conditions of Title or Seller’s unwillingness to remove or otherwise cure any title matter that is not a Condition to Title; provided, however, that Buyer including extended coverage shall have the right to commence an action for specific performance against Seller if: (i) at Closing Seller fails to remove from title the Existing Monetary Encumbrances; or (ii) Seller fails to remove from title any exceptions created be paid by Seller on or after the date of Buyer’s Title Report (i.e., February 6, 2012) without the prior written consent of Buyer (other than new Leases signed in accordance with the terms of this Agreement). Buyer acknowledges receipt from Seller of Seller’s Existing Survey for the PropertyPurchaser. Any other survey additional endorsements as Purchaser or Purchaser’s lender, if any, may desire (“Additional Endorsements”) shall be paid for by Purchaser, and Seller shall use commercially reasonable efforts to cooperate in all reasonable respects in order to enable Purchaser to obtain such Additional Endorsements, without any cost or update expense to Seller’s Existing Survey) necessary for the issuance of an ALTA title policy shall be obtained by Buyer at Buyer’s expense.. ARTICLE 5

Title Policy. Conclusive evidence of delivery of title in accordance with the foregoing Title Insurer shall be the willingness of Title Company to issue or commit unconditionally prepared to issue to Buyer, upon payment as of its regularly scheduled premiumthe Closing, its ALTA extended owner’s a standard policy of title insurance, insurance for the Property and Improvements in the aggregate amount of the Purchase Price, showing title Price insuring the tenant leasehold interest in the Property and the fee interest in the Improvements to the Real Property be vested of record in Buyer, subject only to the Conditions of Title (and the standard printed exceptions and conditions in the policy of title insurance) (the “Title Policy”). If Seller for any reason is unable to deliver title to the Real Property subject only to the Conditions of Title or is unwilling to remove or otherwise cure any title matter that is not a Condition to Title (other than the Existing Monetary Encumbrances), then Buyer’s sole remedy shall be to terminate this Agreement within five (5) days after written notice from Seller of such inability or unwillingness (but not later than the Closing Date) and receive a return of the Deposit, and neither Seller nor Buyer shall thereafter have any further rights or obligations under this Agreement, except for those obligations that expressly survive the termination of this Agreement (including, without limitation, Buyer’s obligation to perform the Continuing Obligations)Permitted Exceptions [defined later]. Buyer shall have no right the option to commence any action deposit with Escrow Holder (a) an ALTA survey or surveys sufficient to cause Title Insurer to issue an ALTA extended coverage policy of title insurance for damagesthe Property and Improvements and such endorsements as Buyer shall deem necessary (collectively “Buyer’s Endorsements”), specific performance or and (b) all such other relief as a result of Sellerand further items required by Title Insurer in order to issue such ALTA extended coverage policy and Buyer’s inability to deliver title to the Real Property subject only to the Conditions of Title or Seller’s unwillingness to remove or otherwise cure any title matter that is not a Condition to TitleEndorsements; provided, however, that all such items shall be at Buyer’s sole cost and expense and shall not delay the Closing; provided further, that Buyer’s inability to obtain such items shall not be a contingency to Closing, unless (i) Buyer has stated prior to the end of the Inspection Contingency Period that the surveys received from Seller are inadequate; (ii) that Buyer’s inability results from a Disapproved Exception which has not been removed from the Title Commitment or for which the Title Insurer has not insured against loss or damage resulting from such Disapproved Exception as described in Section 3.2; or (iii) that Buyer’s inability results from an objection by Buyer’s lender pursuant to which Buyer’s lender will not grant the required financing. At Closing, Seller shall have assign its right, title, interest and obligations under the right Ground Lease to commence an action for specific performance against Seller ifBuyer and convey title to the Improvements to Buyer as described in Section 5, subject to the following matters, as applicable, being hereinafter collectively referred to as the “Permitted Exceptions”: (i) at Closing Seller fails to remove from title the Existing Monetary Encumbrancesprivate, public and utility easements approved by Buyer in accordance with Section 3.2; or (ii) Seller fails to remove from title any exceptions created by Seller roads and highways, if any; (iii) real estate taxes and special taxes or assessments not due and payable on or after the date before Closing or any installments of Buyer’s Title Report any special taxes or assessments not due and payable on or before Closing; (i.e., February 6, 2012iv) without the prior written consent rights of way approved by Buyer (other than new Leases signed in accordance with the terms Section 3.2; (v) drainage ditches, feeders, laterals, drain tile, pipes or other conduit; (vi) zoning and building laws and ordinances; (vii) all matters approved or waived by Buyer pursuant to Section 3.2 of this Agreement; (viii) all matters of record shown in the title commitment and approved or waived by Buyer pursuant to Section 3.2 herein; (ix) the terms and conditions of the Ground Lease; and (x) all matters which would be disclosed by an accurate survey or inspection of the Property and/or the Improvements. Notwithstanding anything to the contrary above, the items referred to in subsections (i). Buyer acknowledges receipt from Seller of Seller’s Existing Survey for the Property. Any other survey , (or update to Seller’s Existing Surveyii), (iv), (v) necessary for the issuance of an ALTA title policy and (vii) above shall be obtained Permitted Exceptions only if such are shown on the survey to be provided by Seller pursuant to Section 3.1.1 or indicated in the Title Commitment to be provided pursuant to Section 3.2.1 and approved or waived by Buyer at Buyer’s expensepursuant to Section 3.2 or are described in the Declaration.

Title Policy. Conclusive evidence of delivery of title in accordance with At Closing, the foregoing shall be the willingness of Title Company shall issue to issue Buyer or commit be irrevocably committed to issue to Buyer, upon payment of its regularly scheduled premium, its Buyer an extended coverage ALTA extended owner’s form title policy of title insuranceor policies (collectively, the “Title Policy”), in the amount of the Purchase Price, showing insuring that fee simple title to the Real Property is vested of record in Buyer, Buyer subject only to the Conditions of Permitted Exceptions. Buyer shall be entitled to request that the Title Company provide such endorsements (other than an extended coverage endorsement) to the Title Policy as Buyer may reasonably require, provided that (a) such endorsements shall be at no cost to, and the standard printed exceptions and conditions in the policy of title insuranceshall impose no additional liability on, Seller, (b) (the “Title Policy”). If Seller for any reason Buyer’s obligations under this Agreement shall not be conditioned upon Buyer’s ability to obtain such endorsements and, if Buyer is unable to deliver title obtain such endorsements, Buyer shall nevertheless be obligated to proceed to close the Real Property subject only to the Conditions of Title or is unwilling to remove or otherwise cure any title matter that is not a Condition to Title (other than the Existing Monetary Encumbrances), then Buyer’s sole remedy shall be to terminate transaction contemplated by this Agreement within five without reduction of or set off against the Purchase Price, and (5c) days after written notice from Seller of such inability or unwillingness (but not later than the Closing Date) and receive a return of the Deposit, and neither Seller nor Buyer shall thereafter have any further rights or obligations under this Agreement, except for those obligations that expressly survive the termination of this Agreement (including, without limitation, Buyer’s obligation to perform the Continuing Obligations). Buyer shall have no right to commence any action for damages, specific performance or other relief not be delayed as a result of SellerBuyer’s inability request. Seller shall have no obligation to deliver provide any affidavits, personal undertakings or title indemnities to the Real Property subject only Title Insurer respecting the issuance of the Title Policy or any endorsements to the Conditions of Title or Seller’s unwillingness to remove or otherwise cure any title matter that is not a Condition to TitlePolicy; provided, howeverthat Seller will provide the Title Insurer with a customary ALTA statement, that Buyer personal undertaking or owner’s affidavit (collectively, an “Owner’s Affidavit”), in form and substance reasonably acceptable to Seller and containing such statements as are customarily required by the Title Insurer, which will permit the Title Insurer to remove the standard parties in possession, “mechanics lien”, brokers’ lien and “GAP” exceptions. Seller shall have also cause the right Property Manager to commence an action for specific performance against Seller if: (i) deliver at Closing Seller fails to remove from title the Existing Monetary Encumbrances; or (ii) Seller fails to remove from title any exceptions created by Seller on or after the date a customary form of Buyerproperty manager’s Title Report (i.e., February 6, 2012) without the prior written consent lien waiver. Agreement of Buyer (other than new Leases signed in accordance with the terms of this Agreement). Buyer acknowledges receipt from Seller of Seller’s Existing Survey for the Property. Any other survey (or update to Seller’s Existing Survey) necessary for the issuance of an ALTA title policy shall be obtained by Buyer at Buyer’s expense.Sale and Purchase

Title Policy. Conclusive evidence of delivery of title Seller shall cooperate with Buyer in accordance with its efforts to cause the foregoing shall be the willingness of Title Company to issue or commit and deliver to Buyer the Title Commitment to issue to Buyer, upon payment of its regularly scheduled premium, its an ALTA extended owner’s policy of title insurance, Form B, with extended coverage, for the Owned Real Property, together with improvements, buildings and fixtures thereon, in amounts equal to the reasonable value assigned to such Owned Real Property by the parties and in the amount customary form prescribed for use in the State of New Mexico, but with any mandatory arbitration provision deleted therefrom (unless such deletion would not be customary under local practice). The Title Commitment will provide for the Purchase Priceissuance of a title insurance policy (or policies) to Buyer, showing as of Closing, which policy (or policies) shall insure good and marketable fee simple absolute title to the Real Property vested of record in Buyer, subject only to the Conditions of Title (and the standard printed exceptions and conditions in the policy of title insurance) (the “Title Policy”). If Seller for any reason is unable to deliver title to the Owned Real Property subject only to Permitted Encumbrances, and shall contain such endorsements thereto as Buyer may reasonably require in connection with its review of the Conditions Title Commitment and the Survey. Seller agrees to deliver any information as may be reasonably required by the Title Company under the requirements section of the Title or is unwilling to remove Commitment or otherwise cure any in connection with the issuance of a title matter that is not a Condition insurance policy to Buyer. Seller also agrees to provide an affidavit of title and/or such other information as the Title Company may reasonably require in order for the Title Company to delete the so-called “gap” exception (other than i.e., the Existing Monetary Encumbrances), then Buyerperiod of time between the effective date of the Title Company’s sole remedy shall be last bringdown of title to terminate this Agreement within five (5) days after written notice from Seller of such inability or unwillingness (but not later than Owned Real Property and the Closing Date) ), the parties in possession exception and receive a return of the Depositmechanics’ and materialmen’s liens exception, and neither Buyer and Seller nor Buyer shall thereafter have any further rights or obligations under this Agreement, except for those obligations that expressly survive cooperate in good faith and use commercially reasonable efforts to cause the termination of this Agreement (including, without limitation, Buyer’s obligation Title Company to perform delete all other standard exceptions from the Continuing Obligations)final title insurance policy. Buyer shall have no right to commence any action for damages, specific performance or other relief as a result of Seller’s inability to deliver title The premium cost related to the Real Property subject only to the Conditions of Title or Sellerstandard owner’s unwillingness to remove or otherwise cure any title matter that is not a Condition to Title; provided, however, that Buyer shall have the right to commence an action for specific performance against Seller if: (i) at Closing Seller fails to remove from title the Existing Monetary Encumbrances; or (ii) Seller fails to remove from title any exceptions created by Seller on or after the date of Buyer’s Title Report (i.e., February 6, 2012) without the prior written consent of Buyer (other than new Leases signed in accordance with the terms of this Agreement). Buyer acknowledges receipt from Seller of Seller’s Existing Survey for the Property. Any other survey (or update to Seller’s Existing Survey) necessary for the issuance of an ALTA title insurance policy shall be obtained paid by Buyer at Seller and the costs associated with any extended owner’s title insurance policy (including all endorsements) shall be paid by Buyer’s expense.

Title Policy. Conclusive evidence A commitment (the "Title Commitment") for issuance of delivery an ALTA Loan Policy of title in accordance with Title Insurance (the foregoing shall be "Title Policy"), issued by the willingness of Title Company to issue or commit to issue to Buyer, upon payment of its regularly scheduled premium, its ALTA extended owner’s policy of title insuranceLender, in the amount of $14,070,000 insuring the Purchase PriceMortgage to be a valid first leasehold mortgage lien upon the interest of Borrower and Agency in the Land and the Project and insuring the Lender's leasehold interest in the Lease by and between Borrower and Rensselaer Polytechnic Institute, showing title which was assigned to Lender by the Real Property vested Borrower concerning the property located at Xxx 00X Xxxxxx Xxxx, Xxx XXX Xxxx Xxxx, Xxxx of record North Greenbush, County of Rensselaer, State of New York , and a valid first lien upon any easement in Buyerfavor of the Land or the Project that provides access thereto for ingress and egress and/or for utilities, with a pending disbursements clause, subject only to the Conditions of Title (and the standard printed exceptions and conditions in the policy of title insurance) (the “Title Policy”). If Seller for any reason is unable to deliver title to the Real Property subject only to the Conditions of Title or is unwilling to remove or otherwise cure any title matter that is not a Condition to Title (other than the Existing Monetary Encumbrances), then Buyer’s sole remedy shall be to terminate this Agreement within five (5) days after written notice from Seller of such inability or unwillingness (but not later than the Closing Date) and receive a return of the DepositPermitted Exceptions, and neither Seller nor Buyer with all so-called "standard" exceptions deleted. The Title Commitment shall thereafter have any further rights or obligations under this Agreement, except for those obligations that expressly survive the termination of this Agreement (including, without limitation, Buyer’s obligation to perform the Continuing Obligations). Buyer shall have no right to commence any action for damages, specific performance or other relief as a result of Seller’s inability to deliver title to the Real Property subject only to the Conditions of Title or Seller’s unwillingness to remove or otherwise cure any title matter that is not a Condition to Title; provided, however, that Buyer shall have the right to commence an action for specific performance against Seller if: (i) at Closing Seller fails affirmatively insure to remove from title the Existing Monetary EncumbrancesLender that (A) no restrictions of record affecting the Land have been violated, and that such instruments contain no right of reverter or forfeiture, (B) the survey described in Section 5.1(b) is accurate and accurately depicts the same real estate as is covered by the Title Commitment, and (C) Lender is the holder of the Mortgage and that the Mortgage is the first lien against the Project; or (ii) Seller fails insure contiguity of the Land with, or access to, adjoining public rights of way; (iii) contain an ALTA Variable Rate Endorsement; and (iv) contain such other endorsements as Lender may require. If requested by Lender, appropriate provisions satisfactory to remove from title any exceptions created by Seller on or after Lender for co-insurance and reinsurance, with direct access agreements acceptable in form and substance to Lender, shall also be obtained. Contemporaneously with delivery to Lender of the date Title Commitment, Borrower shall also deliver to Lender copies of Buyer’s all documents constituting the Permitted Exceptions. Borrower agrees to deliver to the Title Report (i.e.Company, February 6with a copy of each to Lender, 2012) without such other documents as the prior written consent of Buyer (other than new Leases signed in accordance with the terms of this Agreement). Buyer acknowledges receipt from Seller of Seller’s Existing Survey for the Property. Any other survey (or update to Seller’s Existing Survey) necessary Title Company may require for the issuance of an ALTA title policy shall be obtained by Buyer at Buyer’s expensethe Title Commitment and the issuance of draw down endorsements relating to construction advances as provided in Article VI hereof, and in accordance with all requirements of this Agreement.

Title Policy. Conclusive evidence CBL/OP's obligation to consummate the transactions contemplated by this Agreement shall be subject to and conditioned upon the Title Company's willingness to issue, upon the condition of the payment of the Title Company's premium and the delivery of title the documents referred to in accordance with the foregoing shall be the willingness Section 5.6 below, an ALTA Extended Coverage Owner's Policy of Title Company Insurance (referred to issue or commit to issue to Buyerherein as the "Title Policy"), upon payment of its regularly scheduled premium, its ALTA extended owner’s policy of title insurance, insuring CBL/OP in the amount of the Purchase Price, showing Price that fee title to the Real Property is vested in CBL/OP as of record in Buyerthe Closing, subject only to the Conditions of Title (title policy form conditions, exclusions from coverage and exceptions, and the standard printed exceptions Permitted Exceptions. Notwithstanding the immediately preceding sentence, the issuance of ALTA Extended Coverage and conditions in any title endorsements as part of the policy of title insurance) (the “Title Policy”). If Seller for any reason is unable to deliver title Policy shall not be a condition precedent to the Real Property subject only Closing unless (a) CBL/OP has delivered to the Conditions Title Company prior to the Closing Date, any necessary modification, update or recertification of the ALTA Survey in current insurable form and otherwise satisfactory to the Title or is unwilling Company, (b) the Title Company confirms in writing to remove or otherwise cure CBL/OP and Property Owner prior to the Title Objection Deadline the Title Company's willingness to issue ALTA Extended Coverage and those title endorsements which have been requested by CBL/OP prior to the Title Objection Deadline, and (c) CBL/OP pays for all costs of such ALTA Extended Coverage in excess of ALTA Standard Coverage and the costs of any such title matter that is not a Condition to Title endorsements requested by CBL/OP (other than the Existing Monetary Encumbrances), then Buyer’s sole remedy shall any endorsements Property Owner has agreed to cause to be issued pursuant to terminate this Agreement within five (5) days after written notice from Seller of such inability or unwillingness (but not later than the Closing Date) and receive a return of the Deposit, and neither Seller nor Buyer shall thereafter have any further rights or obligations under this Agreement, except for those obligations that expressly survive the termination of this Agreement (including, without limitation, Buyer’s obligation to perform the Continuing Obligations). Buyer shall have no right to commence any action for damages, specific performance or other relief as a result of Seller’s inability to deliver title to the Real Property subject only to the Conditions of Title or Seller’s unwillingness to remove or otherwise cure any title matter that is not a Condition to Title; provided, however, that Buyer shall have the right to commence an action for specific performance against Seller if: (i) at Closing Seller fails to remove from title the Existing Monetary Encumbrances; or (ii) Seller fails to remove from title any exceptions created by Seller on or after the date of Buyer’s Title Report (i.e., February 6, 2012) without the prior written consent of Buyer (other than new Leases signed in accordance with the terms of this Agreement). Buyer acknowledges receipt from Seller of Seller’s Existing Survey for the Property. Any other survey (or update to Seller’s Existing Survey) necessary for the issuance of an ALTA title policy shall be obtained by Buyer at Buyer’s expense.Owner's

Title Policy. Conclusive evidence of delivery of title in accordance with the foregoing shall be the willingness of The Title Company to issue or commit is unconditionally and irrevocably committed to issue to BuyerBUYER at Closing a CLTA standard coverage owner’s title policy, or, upon payment of its regularly scheduled premiumBUYER’s request, its an ALTA extended coverage owner’s policy of title insuranceinsurance (provided BUYER shall be responsible for any survey costs associated therewith and BUYER must deliver an ALTA survey acceptable to the Title Company for the issuance of such extended coverage at least ten (10) business days prior to the Closing Date and BUYER shall be responsible for the additional cost of the extended coverage), insuring BUYER’s title to the Property in the amount of the Purchase Price, showing title to the Real Property vested of record in Buyer, subject only to the Conditions of following (collectively, the “Approved Title Exceptions”): (and i) the standard printed exceptions and conditions exclusions from coverage contained in such form of the policy policy; (ii) real estate taxes not yet due and payable; (iii) matters created by, through or under BUYER; (iv) items disclosed by the Survey and Preliminary Title Report (including any supplements) and approved or deemed approved by BUYER pursuant to the title review provisions in Section 2.4, or, if BUYER fails to obtain the Survey, items which would be disclosed by an accurate, updated survey of the Property or a physical inspection of the Property; and (v) any Title Objections that neither SELLER nor the Title Company has agreed to remove from title insurance) or insure over (the “Title Policy”). If Seller for any reason is unable to deliver title to the Real Property subject only to the Conditions of Title or is unwilling to remove or otherwise cure any title matter that is not a Condition to Title (other than the Existing Monetary Encumbrances), then Buyer’s sole remedy shall be to terminate this Agreement within five (5) days after written notice from Seller of such inability or unwillingness (but not later than the Closing Date) and receive a return of the Deposit, and neither Seller nor Buyer shall thereafter have any further rights or obligations under this Agreement, except for those obligations that expressly survive the termination of this Agreement (including, without limitation, Buyer’s obligation to perform the Continuing Obligations). Buyer shall have no right to commence any action for damages, specific performance or other relief as a result of Seller’s inability to deliver title to the Real Property subject only to the Conditions of Title or Seller’s unwillingness to remove or otherwise cure any title matter that is not a Condition to Title; provided, however, that Buyer shall have the right to commence an action for specific performance against Seller if: (i) at Closing Seller fails to remove from title the Existing Monetary Encumbrances; or (ii) Seller fails to remove from title any exceptions created by Seller on or after the date of Buyer’s Title Report (i.e., February 6, 2012) without the prior written consent of Buyer (other than new Leases signed in accordance with the terms of this Agreement). Buyer acknowledges receipt from Seller of Seller’s Existing Survey for the Property. Any other survey (or update to Seller’s Existing Survey) necessary for the The issuance of an ALTA title extended coverage policy shall not be obtained a condition precedent to BUYER’s obligation to close the Escrow, and BUYER shall not object to the Closing based upon an inability to obtain, or any delays in obtaining, such coverage. In addition, and without limiting the foregoing, the issuance of any particular title endorsements requested by Buyer BUYER, at BuyerBUYER’s sole cost and expense., shall not be a condition precedent to BUYER’s obligation to close this Escrow and BUYER acknowledges that BUYER is solely responsible for ascertaining the availability of any such endorsements prior to the end of the Due Diligence Period. If endorsements are required to cure defects in title and SELLER has agreed to provide such endorsements as a means of curing such title defects, then SELLER shall pay for such endorsements

Title Policy. Conclusive evidence of delivery of title in accordance with In the foregoing event that Developer elects to enter into a Ground Lease, the Ground Lease Property shall be subject only to the willingness of Permitted Exceptions (as hereinafter defined). On each Closing Date, Owner shall cause Title Company to issue to Developer an ALTA 1992 Leasehold Policy of Title Insurance (“Title Policy”) or commit irrevocable commitment to issue to Buyer, upon payment of its regularly scheduled premium, its ALTA extended owner’s policy of title insurance, same covering the Lease Property identified in the Lease Notice in an amount equal to the value of the Purchase Priceleasehold estate, showing title which shall be equal to the Real net present value, calculated using a discount rate of five percent over the Prime Rate (as hereinafter defined) as of the Closing Date, of the Base Rent payable for the initial 50 year term (for purposes hereof, Base Rent for years 26 – 50 shall continue to increase at the rate of two percent per annum). The Title Policy shall show leasehold title vested in Developer, with extended coverage over all general exceptions and containing the following endorsements: (i) an ALTA 3.0 zoning endorsement, (ii) an access endorsement, (iii) a subdivision endorsement, if applicable, (iv) a utility facility endorsement, (v) a restrictions endorsement insuring over the recorded covenants, conditions or restrictions of record, (vi) an endorsement insuring that the real estate tax bills relating to such Ground Lease Property vested of record in Buyerdo not include real estate taxes pertaining to any other real estate, (vii) a creditor’s rights endorsement, (viii) a contiguity endorsement, if applicable, and (ix) encroachment endorsements, if applicable, subject only to Permitted Exceptions. Notwithstanding anything to the Conditions of Title contrary contained in this subparagraph (and c), the standard printed exceptions and conditions parties hereto acknowledge that obtaining the aforesaid title endorsements is a condition to closing, but that Owner shall not be in default under this Agreement in the policy of title insurance) (event that the “Title Policy”). If Seller for any reason Company is unwilling or unable to deliver issue all of said title to the Real Property subject only to the Conditions of Title or is unwilling to remove or otherwise cure any title matter that is not a Condition to Title (other than the Existing Monetary Encumbrances), then Buyer’s sole remedy shall be to terminate this Agreement within five (5) days after written notice from Seller of such inability or unwillingness (but not later than the Closing Date) and receive a return of the Deposit, and neither Seller nor Buyer shall thereafter have any further rights or obligations under this Agreement, except for those obligations that expressly survive the termination of this Agreement (including, without limitation, Buyer’s obligation to perform the Continuing Obligations). Buyer shall have no right to commence any action for damages, specific performance or other relief as a result of Seller’s inability to deliver title to the Real Property subject only to the Conditions of Title or Seller’s unwillingness to remove or otherwise cure any title matter that is not a Condition to Title; provided, however, that Buyer shall have the right to commence an action for specific performance against Seller if: (i) at Closing Seller fails to remove from title the Existing Monetary Encumbrances; or (ii) Seller fails to remove from title any exceptions created by Seller on or after the date of Buyer’s Title Report (i.e., February 6, 2012) without the prior written consent of Buyer (other than new Leases signed in accordance with the terms of this Agreement). Buyer acknowledges receipt from Seller of Seller’s Existing Survey for the Property. Any other survey (or update to Seller’s Existing Survey) necessary for the issuance of an ALTA title policy shall be obtained by Buyer at Buyer’s expenseendorsements.

Title Policy. Conclusive evidence of delivery of title in accordance with the foregoing shall be the willingness of The Title Company to issue or commit is unconditionally and irrevocably committed to issue to BuyerLACSD at Closing a CLTA standard coverage owner’s title policy, or, upon payment of its regularly scheduled premiumLACSD’s request, its an ALTA extended coverage owner’s policy of title insuranceinsurance (provided LACSD shall be responsible for any survey costs associated therewith and LACSD shall be responsible for the additional cost of the extended coverage), insuring LACSD’s title to the Purchase Property in the amount of the Purchase Price, showing title to the Real Property vested of record in Buyer, subject only to the Conditions of following (collectively, the “Approved Title Exceptions”): (and i) the standard printed exceptions and conditions exclusions from coverage contained in such form of the policy policy; (ii) real estate taxes not yet due and payable; (iii) matters created by, through or under LACSD; (iv) items disclosed by the Survey and Preliminary Title Report (including any supplements) and approved or deemed approved by LACSD pursuant to the title review provisions in Section 2.4, or, if LACSD fails to obtain the Survey, items which would be disclosed by an accurate, updated survey of the Purchase Property or a physical inspection of the Purchase Property; and (v) any Title Objections that neither CSA 70 D-1 nor the Title Company has agreed to remove from title insurance) or insure over (the “Title Policy”). If Seller for any reason is unable to deliver title to the Real Property subject only to the Conditions of Title or is unwilling to remove or otherwise cure any title matter that is not a Condition to Title (other than the Existing Monetary Encumbrances), then Buyer’s sole remedy shall be to terminate this Agreement within five (5) days after written notice from Seller of such inability or unwillingness (but not later than the Closing Date) and receive a return of the Deposit, and neither Seller nor Buyer shall thereafter have any further rights or obligations under this Agreement, except for those obligations that expressly survive the termination of this Agreement (including, without limitation, Buyer’s obligation to perform the Continuing Obligations). Buyer shall have no right to commence any action for damages, specific performance or other relief as a result of Seller’s inability to deliver title to the Real Property subject only to the Conditions of Title or Seller’s unwillingness to remove or otherwise cure any title matter that is not a Condition to Title; provided, however, that Buyer shall have the right to commence an action for specific performance against Seller if: (i) at Closing Seller fails to remove from title the Existing Monetary Encumbrances; or (ii) Seller fails to remove from title any exceptions created by Seller on or after the date of Buyer’s Title Report (i.e., February 6, 2012) without the prior written consent of Buyer (other than new Leases signed in accordance with the terms of this Agreement). Buyer acknowledges receipt from Seller of Seller’s Existing Survey for the Property. Any other survey (or update to Seller’s Existing Survey) necessary for the The issuance of an ALTA title extended coverage policy shall not be obtained a condition precedent to LACSD’s obligation to close the Escrow and LACSD shall not object to the Closing based upon an inability to obtain, or any delays in obtaining, such coverage. In addition, and without limiting the foregoing, the issuance of any particular title endorsements requested by Buyer LACSD, at BuyerLACSD’s sole cost and expense., shall not be a condition precedent to LACSD’s obligation to close this Escrow and LACSD acknowledges that LACSD is solely responsible for ascertaining the availability of any such endorsements prior to the end of the Due Diligence Period. If endorsements are required to cure defects in title and CSA 70 D-1 has agreed to provide such endorsements as a means of curing such title defects, then CSA 70 D-1 shall pay for such endorsements

Title Policy. Conclusive evidence of delivery of title in accordance with the foregoing shall be the willingness of The Title Company to issue or commit is unconditionally and irrevocably committed to issue to BuyerCITY at Closing a CLTA standard coverage owner’s title policy, or, upon payment of its regularly scheduled premiumCITY’s request, its an ALTA extended coverage owner’s policy of title insuranceinsurance (provided CITY shall be responsible for any survey costs associated therewith and CITY must deliver an ALTA survey acceptable to the Title Company for the issuance of such extended coverage at least ten (10) business days prior to the Closing Date and CITY shall be responsible for the additional cost of the extended coverage), insuring CITY’s title to the Surplus Property in the amount of the Purchase Price, showing title to the Real Property vested of record in Buyer, subject only to the Conditions of following (collectively, the “Approved Title Exceptions”): (and i) the standard printed exceptions and conditions exclusions from coverage contained in such form of the policy policy; (ii) real estate taxes not yet due and payable; (iii) matters created by, through or under CITY; (iv) items disclosed by the Survey and Preliminary Title Report (including any supplements) and approved or deemed approved by CITY pursuant to the title review provisions in Section 2.4, or, if CITY fails to obtain the Survey, items which would be disclosed by an accurate, updated survey of the Surplus Property or a physical inspection of the Surplus Property; and (v) any Title Objections that neither DISTRICT nor the Title Company has agreed to remove from title insurance) or insure over (the “Title Policy”). If Seller for any reason is unable to deliver title to the Real Property subject only to the Conditions of Title or is unwilling to remove or otherwise cure any title matter that is not a Condition to Title (other than the Existing Monetary Encumbrances), then Buyer’s sole remedy shall be to terminate this Agreement within five (5) days after written notice from Seller of such inability or unwillingness (but not later than the Closing Date) and receive a return of the Deposit, and neither Seller nor Buyer shall thereafter have any further rights or obligations under this Agreement, except for those obligations that expressly survive the termination of this Agreement (including, without limitation, Buyer’s obligation to perform the Continuing Obligations). Buyer shall have no right to commence any action for damages, specific performance or other relief as a result of Seller’s inability to deliver title to the Real Property subject only to the Conditions of Title or Seller’s unwillingness to remove or otherwise cure any title matter that is not a Condition to Title; provided, however, that Buyer shall have the right to commence an action for specific performance against Seller if: (i) at Closing Seller fails to remove from title the Existing Monetary Encumbrances; or (ii) Seller fails to remove from title any exceptions created by Seller on or after the date of Buyer’s Title Report (i.e., February 6, 2012) without the prior written consent of Buyer (other than new Leases signed in accordance with the terms of this Agreement). Buyer acknowledges receipt from Seller of Seller’s Existing Survey for the Property. Any other survey (or update to Seller’s Existing Survey) necessary for the The issuance of an ALTA title extended coverage policy shall not be obtained a condition precedent to CITY’s obligation to close the Escrow, and CITY shall not object to the Closing based upon an inability to obtain, or any delays in obtaining, such coverage. In addition, and without limiting the foregoing, the issuance of any particular title endorsements requested by Buyer CITY, at BuyerCITY’s sole cost and expense, shall not be a condition precedent to CITY’s obligation to close this Escrow and CITY acknowledges that CITY is solely responsible for ascertaining the availability of any such endorsements prior to the end of the Due Diligence Period. If endorsements are required to cure defects in title and DISTRICT has agreed to provide such endorsements as a means of curing such title defects, then DISTRICT shall pay for such endorsements.