Common use of Title Report Clause in Contracts

Title Report. Seller has delivered to Buyer a copy of a preliminary title report (“Preliminary Title Report”) dated December 19, 2006, covering the Property from First American Title (which company, in its capacity as title insurer hereunder, is herein called the “Title Company”). If Buyer delivers the Go Hard Notice on or before the end of the Due Diligence Period, Buyer shall be deemed to have approved the typed exceptions to title shown on Schedule “B” of the Preliminary Title Report and any items disclosed by any survey (the “Survey”) reviewed by Buyer prior to the expiration of the Due Diligence Period. Approval by Buyer of any additional exceptions (the “Additional Exceptions”) to title or survey matters that are first disclosed to Buyer after the expiration of the Due Diligence Period shall be a condition precedent to Buyer’s obligations to purchase the Property. Unless Buyer gives written notice that it disapproves any such Additional Exceptions, stating the exceptions so disapproved, on or before the date (“Applicable Disapproval Date”) which is ten (10) business days after such Additional Exception is disclosed, Buyer shall be deemed to have approved said Additional Exception. If, for any reason, on or before the applicable Closing Date, Seller does not cause any exceptions to title which Buyer disapproves (to the extent Buyer is permitted hereunder to so disapprove) to be removed at no cost or expense to Buyer (Seller having the right but not the obligation to do so), then a condition to Buyer’s obligation to close shall not have been satisfied and the obligation of Seller to sell, and Buyer to buy, the Property as herein provided shall terminate (and no party hereto shall have any further obligations in connection herewith except under those provisions that expressly survive a termination of this Agreement). Notwithstanding the foregoing provisions of this Section 4.1.1, Seller shall be obligated to cause the release of any “Seller Encumbrances” (which, as used herein, means any monetary liens created or suffered by Seller, or any lis pendens or judgment liens as a result of Seller’s actions, that encumber the Land and Improvements, other than mechanics liens arising from the failure of Lessee or Buyer to pay its bills). Seller may use the Purchase Price or applicable Installment Purchase Price to effectuate such release concurrently with the applicable Closing.

Title Report. Buyer has ordered commitments for title insurance (the "COMMITMENTS") covering both (a) the fee interest of ENCURC in the ENCURC Land and the leasehold interest of ENCURC in the Kxxx Land and (b) the leasehold interest of Seller has delivered to Buyer a copy of a preliminary title report (“Preliminary in the ENCURC Leasehold Estate, from Commonwealth Land Title Report”) dated December 19, 2006, covering the Property from First American Title Insurance Company (which company, in its capacity as title insurer hereunder, is herein called the “"TITLE COMPANY"). In addition, Seller has ordered (and upon receipt shall deliver to Buyer) an update of that certain survey of the Property dated February, 1994 prepared by Gxxxxxx & Associates, Inc. which survey shall be certified to Buyer and Title Company”Company ("SURVEY"). If Buyer delivers shall deliver the Go Hard Notice "Approval Notice" on or before the end of the "Due Diligence Period" (as such terms are hereinafter defined), Buyer shall be deemed to have approved the typed exceptions to title shown on Schedule “B” of the Preliminary Title Report Commitments and any items the matters disclosed by any survey (on the “Survey”) reviewed by Buyer prior to the expiration of the Due Diligence Period. Approval by Buyer of any additional exceptions (the “Additional Exceptions”) to title or survey matters that are first disclosed to Buyer after the expiration end of the Due Diligence Period shall be a condition precedent to Buyer’s obligations 's obligation to purchase the PropertyProperty (and to obtain the other rights contemplated herein), Buyer hereby agreeing that its approval of such additional exceptions to title or survey matters shall not be unreasonably withheld. Unless Buyer gives written notice that it disapproves any such Additional Exceptionsadditional exceptions to title or survey matters, stating the exceptions so disapproved, on or before the date (“Applicable Disapproval Date”) which is ten (10) business sooner to occur of 10 days after such Additional Exception is disclosedreceipt of written notice thereof or the Closing Date, Buyer shall be deemed to have approved said Additional Exceptionexceptions. If, for any reason, on or before the applicable Closing Date, Seller does not cause any exceptions to title or survey matters which Buyer disapproves (to the extent Buyer is permitted hereunder to so disapprove) either to be removed or to obtain a title endorsement (if available) reasonably satisfactory to Buyer insuring over such disapproved matter on or before the Closing Date at no cost or expense to Buyer (Seller having the right but not the obligation to do so), then a condition to Buyer’s obligation to close shall not have been satisfied and the obligation of Seller to sell, and Buyer to buy, the Property (and to transfer the other rights contemplated herein) as herein provided shall terminate (and no party hereto Seller and Buyer shall have any no further obligations in connection herewith herewith). Buyer shall have the option to waive the condition precedent set forth in this Paragraph 5A(1) by notice to Seller. In the event of such waiver, such condition shall be deemed satisfied. Notwithstanding the foregoing, Seller shall be obligated to remove (or cause the Title Company to omit) any of the following exceptions: (x) any deed of trust or mortgage against the Property securing financing obtained by Seller; (y) any mechanic's or materialmen's liens based on work performed by or on behalf of Seller, and (z) any tax or judgment liens against Seller (the foregoing obligations being without regard to amounts. Seller shall be entitled to adjourn the Closing for a period not to exceed thirty (30) days in order to eliminate title exceptions disapproved by Buyer. In addition, if the Commitments disclose judgments, bankruptcies, mortgages, liens or other returns against other persons having names the same or as similar to that of the Seller, Seller shall deliver to Buyer and Title Company at Closing a certificate stating that such judgments, mortgages, bankruptcies, liens or other returns are not against Seller. Seller also shall deliver appropriate certificates respecting mechanic's liens and bills paid by Seller and such additional certificates and documentary evidence reasonably required by the Title Company to eliminate standard exceptions appearing in the Title Report that Buyer is not required to accept (provided the same do not impose material costs, liabilities or obligations upon Seller not otherwise contemplated herein). If Seller is unable after reasonable good faith effort, or is not required to, eliminate a title exceptions or otherwise comply with the requirements set forth herein, Seller shall so notify Buyer, and Buyer as its sole and exclusive remedy, may terminate this Agreement by notice given to Seller, in which event, neither party shall have any rights or obligations to the other under this Agreement, except under with respect to those provisions obligations that expressly survive a termination of this Agreement). Notwithstanding the foregoing provisions of this Section 4.1.1, Seller shall be obligated to cause the release of any “Seller Encumbrances” (which, as used herein, means any monetary liens created or suffered by Seller, or any lis pendens or judgment liens as a result of Seller’s actions, that encumber the Land and Improvements, other than mechanics liens arising from the failure of Lessee or Buyer to pay its bills). Seller may use the Purchase Price or applicable Installment Purchase Price to effectuate such release concurrently with the applicable Closing.

Title Report. Seller has delivered to Buyer a copy of a preliminary title report (“Preliminary Title Report”"PRELIMINARY TITLE REPORT") order number 01014685 dated December 19August 9, 2006, 1996 covering the Property from First American Central Valley Title Company, as agent for Sxxxxxx Title Guaranty Company (which company, in its capacity as title insurer hereunder, is herein called the “Title Company”"TITLE COMPANY"). If In addition, Seller has delivered to Buyer delivers the Go Hard Notice on or before the end a copy of a survey of the Due Diligence PeriodProperty dated March 26, Buyer 1996, prepared by Siegfried Engineering, which survey shall be deemed certified to have Buyer ("SURVEY"). Buyer has approved the typed exceptions to title shown on Schedule “B” of the Preliminary Title Report and any items the matters disclosed by any survey (on the “Survey”) reviewed by Buyer prior to the expiration of the Due Diligence Period. Approval by Buyer of any additional exceptions (the “Additional Exceptions”) to title or survey matters that are first disclosed to Buyer after the expiration of the Due Diligence Period date hereof shall be a condition precedent to Buyer’s obligations 's obligation to purchase the PropertyProperty (Buyer hereby agreeing that its approval of such matters shall not be unreasonably withheld). Unless Buyer gives written notice that it disapproves any such Additional Exceptionsadditional exceptions to title or survey matters, stating the exceptions so disapproved, on or before the date (“Applicable Disapproval Date”) which is ten (10) business sooner to occur of 10 days after such Additional Exception is disclosedreceipt of written notice thereof or the Closing Date, Buyer shall be deemed to have approved said Additional Exceptionexceptions or survey matters. If, for any reason, on or before the applicable Closing Date, Date Seller does not cause any such exceptions to title or survey matters which Buyer disapproves (to the extent Buyer is permitted hereunder to so disapprove) to be removed at no cost or expense to Buyer (Seller having the right but not the obligation to do so), then a condition to Buyer’s obligation to close shall not have been satisfied and the obligation of Seller to sell, and Buyer to buy, the Property as herein provided shall terminate (and no party hereto shall have any further obligations in connection herewith except under those provisions that expressly survive a termination of accordance with paragraph 9 hereof. Notwithstanding anything to the contrary contained in this Agreement). Notwithstanding the foregoing provisions of this Section 4.1.1, Seller shall be obligated to remove (or cause the release Title Company to affirmatively insure over) at Seller's expense: (i) any deeds of trust securing any “financing obtained by Seller Encumbrances” (whichother than Bond Documents), as used herein, means (ii) any monetary mechanic's or materialmen's liens created for work done by or suffered by on behalf of Seller, or and (iii) any lis pendens tax or judgment liens as a result against Seller. Buyer shall have the option to waive the condition precedent set forth in this paragraph 4A(1) by notice to Seller. In the event of Seller’s actionssuch waiver, that encumber the Land and Improvements, other than mechanics liens arising from the failure of Lessee or Buyer to pay its bills). Seller may use the Purchase Price or applicable Installment Purchase Price to effectuate such release concurrently with the applicable Closingcondition shall be deemed satisfied.

Title Report. Within three (3) business days after the Execution Date, Seller has delivered shall deliver to Buyer a copy of a preliminary title report (“Preliminary Title Report”) dated December 19, 2006, covering the Property from prepared by First American Title Company (which company, in its capacity as title insurer hereunder, is herein called the “Title Company”). If Buyer delivers ) with respect to the Go Hard Notice on or before the end of the Due Diligence Period, Buyer shall be deemed to have approved the typed exceptions to title shown on Schedule “B” of the Preliminary Title Report and any items disclosed by any survey Property (the “SurveyTitle Report”), together with complete copies of all exceptions set forth therein. Buyer shall have until 5:00 p.m. (Pacific Time) reviewed by Buyer prior to the expiration of the Due Diligence Period. Approval by Buyer of any additional exceptions (the “Additional Exceptions”) to title or survey matters that are first disclosed to Buyer after the expiration of the Due Diligence Period shall be a condition precedent to Buyer’s obligations to purchase the Property. Unless Buyer gives written notice that it disapproves any such Additional Exceptions, stating the exceptions so disapproved, on or before the date (“Applicable Disapproval Date”) which is ten (10) business days after the Execution Date (the “Title Review Period”) to notify Seller and the Escrow Agent, in writing, of Buyer’s disapproval of any exceptions or items shown thereon and to obtain, at Buyer’s sole cost (subject to Seller’s payment at Closing pursuant to Section 8.2.2) the commitment of the Title Company to issue the Title Policy (as defined in Section 5.5 below), including such Additional Exception is disclosedendorsements as Buyer may reasonably request. If Buyer does not give Seller written notice of disapproval of any of the foregoing items within the prescribed time, the Title Report and the supporting documents shall be deemed approved (and all exceptions therein shall be deemed “Permitted Exceptions” and this condition shall be deemed satisfied); provided, however, Buyer may at any time during the Title Review Period object to any title matters affecting the Property. Within five (5) days of receipt of Buyer’s notice of disapproval of any of the foregoing items, Seller shall notify Buyer whether Seller is willing to remove any such item which Buyer has disapproved. If Seller does not give Buyer written notice within the prescribed period of time, Seller shall be deemed to have approved said Additional Exception. If, for elected not to remove any reason, on or before the applicable Closing Date, Seller does not cause any exceptions to title such item which Buyer disapproves has disapproved. If there are exceptions which Buyer has disapproved and which Seller is not willing to remove at Seller’s expense, Buyer shall have until the end of the Due Diligence Period (to the extent Buyer or such five (5) day period for Seller’s response, whichever is permitted hereunder to so disapprovelater) to be removed at no cost notify Seller in writing of Buyer’s election to either (a) waive its disapproval and approve such exceptions, or expense (b) terminate this Agreement and receive a refund of the Deposit. If Buyer elects to Buyer waive its disapproval and approve any such exceptions by providing a Notice of Approval (Seller having the right but not the obligation to do soas defined in Section 5.2.1 below), such exceptions then a condition shall be deemed to Buyer’s obligation to close shall not have been satisfied and become Permitted Exceptions at the obligation of Seller to sell, and Buyer to buy, the Property as herein provided shall terminate (and no party hereto shall have any further obligations in connection herewith except under those provisions that expressly survive a termination of this Agreement)Closing. Notwithstanding the foregoing provisions of this Section 4.1.1above, Seller title to the Property shall be obligated to cause the release of any “Seller Encumbrances” (which, as used herein, means any monetary liens created or suffered by Seller, or any lis pendens or judgment liens as a result of Seller’s actions, that encumber the Land and Improvements, other than mechanics liens arising from the failure of Lessee or Buyer to pay its bills). Seller may use the Purchase Price or applicable Installment Purchase Price to effectuate such release concurrently with the applicable Closing.be

Title Report. Seller Buyer has delivered to Buyer a copy of obtained a preliminary title report for the Real Property (“Preliminary Title Report”) dated December 19issued by Title Insurer evidencing the vesting for the Property, 2006the legal description for the Property, covering the exceptions of record for the Property from First American and any requirements/conditions to the issuance of the Standard Coverage Policy to Buyer upon Buyer’s acquisition of title to the Property. Buyer shall have the right, but not the obligation, to obtain an ALTA survey of the Property (“Survey”) at Buyer’s sole cost and expense; provided, however, Buyer’s obtaining the Survey shall not be a condition to Closing, and shall in no way delay the Closing. Buyer shall have until a date two (2) Days after the Effective Date within which to object, by written notice to Seller, to any exceptions to title or other matters set forth in the Title Report and(or) the Survey (which company, in its capacity as title insurer hereunder, is herein called the “Title CompanyObjection Notice”). If Such objections shall be within Buyer’s reasonable discretion. Except as provided in the next sentence, if Buyer delivers fails to object to any such exceptions or other matters set forth in the Go Hard Title Report and(or) the Survey pursuant to the Objection Notice on or before the end of the Due Diligence Periodto Seller, as so provided, then Buyer shall be deemed to have approved the typed exceptions to title shown on Schedule “B” of the Preliminary Title Report and any items disclosed by any survey (the “Survey”) reviewed by . Regardless of whether Buyer prior objects to the expiration same or not, as so provided, Seller shall be responsible, at Seller’s sole cost and expense, for causing the full reconveyance/termination of the Due Diligence Period. Approval by Buyer of any additional exceptions (the “Additional Exceptions”) to title or survey matters that are first disclosed to Buyer after the expiration of the Due Diligence Period shall be a condition precedent to Buyer’s obligations to purchase the Property. Unless Buyer gives written notice that it disapproves any such Additional Exceptions, stating the exceptions so disapproved, Encumbrances on or before the date Closing and for devoting commercially reasonable efforts to satisfying all reasonable requirements for the Seller set forth in the Title Report. For all other objectionable items, Seller shall have the right to cure or attempt to cure Buyer’s objections to such exceptions or other matters within two (“Applicable Disapproval Date”) which is ten (102) business days Days after receiving the Objection Notice. Seller shall notify Buyer in writing within said two (2) business Day period as to whether it has successfully cured Buyer’s objections described in the Objection Notice (as evidenced by a supplement issued by Title Insurer to the Title Report) and(or) Seller is unable or elects not to cure any one or more of Buyer’s objections, and request that Buyer waive Buyer’s right to terminate this Agreement due to such Additional Exception objections (the “Title Response”). Except with respect to any Encumbrances, Seller shall have the right to cure any such disapproved title items by causing the Title Insurer to endorse or “write around” the same. If Buyer so receives a Title Response indicating that Seller is disclosedunable or elects not to cure any one or more of Buyer’s objections, then Buyer shall have the right and option to either terminate this Agreement pursuant to Section 7.6 hereof by providing the Disapproval Notice or to waive its right to terminate this Agreement in writing due to such objections by the delivery of an Approval Notice. Upon any such termination, Buyer shall promptly be refunded the Deposit. If Seller fails to respond to Buyer’s objections within two (2) business Days after receiving the Objection Notice, Seller shall be deemed to have approved said Additional Exceptionelected not to cure such objections and Buyer shall have the right and option to either terminate this Agreement pursuant to Section 7.6 hereof by providing the Disapproval Notice or to waive its right to terminate this Agreement due to such objections by providing the Approval Notice. If, for any reason, Buyer may rely upon a preliminary title opinion prepared by an Iowa attorney based on or before the applicable Closing Date, Seller does not cause any exceptions to certified abstracts of title which Buyer disapproves (to the extent Buyer is permitted hereunder to so disapprove) to be removed at no cost or expense to Buyer (Seller having the right but not the Real Property in accordance with Iowa Land Title Association and American Title Association. The obligation to do so), then furnish the title coverage as set forth herein shall remain in effect and shall survive Closing. Any exceptions as a condition to Buyer’s obligation to close shall not have been satisfied and the obligation of Seller to sell, and Buyer to buy, the Property as herein provided shall terminate (and no party hereto shall have any further obligations in connection herewith except under those provisions that expressly survive a termination of this Agreement). Notwithstanding the foregoing provisions of this Section 4.1.1, Seller policy shall be obligated to cause dealt with at the release time of any “Seller Encumbrances” (which, as used herein, means any monetary liens created a commitment or suffered by Seller, or any lis pendens or judgment liens as issuance of a result of Seller’s actions, that encumber the Land and Improvements, other than mechanics liens arising from the failure of Lessee or Buyer to pay its bills). Seller may use the Purchase Price or applicable Installment Purchase Price to effectuate such release concurrently with the applicable Closingtitle policy.

Title Report. Upon the execution hereof by Purchaser and Seller, Seller has delivered to Buyer a copy of shall order a preliminary title report commitment (“Preliminary including copies of all documents described therein as exceptions to coverage) with respect to the Premises from Chicago Title Report”) dated December 19Insurance Company, 2006National Business Unit, covering 0000-00xx Xxxxxx XX, Xxxxx 000, Xxxxxxxxxx, X.X. 00000, Attention: Xxxxxx Xxxx (the Property from First American Title (which company, in its capacity as title insurer hereunder, is herein called the “"Title Company”)") for delivery to Purchaser. If Buyer delivers To the Go Hard Notice on or before extent such title commitment discloses matters not shown as Permitted Encumbrances, Purchaser shall have until the end earlier of the Due Diligence PeriodDeadline or 20 days following receipt by Purchaser of the last of the title commitment, Buyer title exception documents and Survey within which to object in writing to the substantive matters reflected therein. Seller shall, within three business days following the receipt by Seller of such objection by Purchaser, inform Purchaser whether or not Seller shall undertake to remove or cure the matter or matters objected to by Purchaser. If Seller undertakes to remove or cure such matters, Seller shall proceed with all diligence to do so, and the parties shall proceed toward Closing, with the Closing Date being extended for such a reasonable time as may be necessary to remove or cure those matters to which Purchaser has objected but in no event shall any extension be more than 30 days without the written consent of both parties. If Seller is unwilling or unable to remove or cure some or all of those matters to which Purchaser has objected, Purchaser shall, within five business days of receiving notice that Seller is either unwilling or unable to so remove or cure: (1) waive its objection to those matters not removed or cured (whereby such matters shall be deemed to be included within the definition of Permitted Encumbrances) and proceed to Closing; or (2) terminate this transaction, in which event the Xxxxxxx Money shall promptly be returned to Purchaser, any information and documents supplied by Seller to Purchaser shall promptly be returned to Seller, and Seller and Purchaser shall be relieved and discharged of any further liability or obligation under this Agreement except as may have approved the typed exceptions accrued pursuant to title shown on Schedule “B” of the Preliminary Title Report and any items disclosed by any survey (the “Survey”) reviewed by Buyer prior Section 6 hereof. Notwithstanding anything herein to the expiration of the Due Diligence Period. Approval by Buyer of any additional exceptions (the “Additional Exceptions”) to title or survey matters that are first disclosed to Buyer after the expiration of the Due Diligence Period shall be a condition precedent to Buyer’s obligations to purchase the Property. Unless Buyer gives written notice that it disapproves any such Additional Exceptionscontrary, stating the exceptions so disapproved, on or before the date (“Applicable Disapproval Date”) which is ten (10) business days after such Additional Exception is disclosed, Buyer shall be deemed to have approved said Additional Exception. If, for any reason, on or before the applicable Closing Date, Seller does not cause any exceptions to title which Buyer disapproves (as long as Purchaser has provided its objections to the extent Buyer is permitted hereunder title commitment to so disapprove) to be removed at no cost or expense to Buyer (Seller having within the right but not the obligation to do so), then a condition to Buyer’s obligation to close shall not have been satisfied and the obligation of Seller to sell, and Buyer to buy, the Property as herein provided shall terminate (and no party hereto shall have any further obligations time period prescribed in connection herewith except under those provisions that expressly survive a termination of this Agreement). Notwithstanding the foregoing provisions of this Section 4.1.15, Seller shall be obligated to cause cure any matter or matters (which are not set forth as Permitted Encumbrances on Exhibit "B") that are objected to by Purchaser in the release of any “event that (A) Seller Encumbrances” has caused the matter or matters objected to by Purchaser, and (which, as used herein, means any monetary liens created B) the matter or suffered matters objected to by Purchaser may be cured by Seller, or any lis pendens or judgment liens as a result 's payment of Seller’s actions, that encumber the Land and Improvements, other than mechanics liens arising from the failure of Lessee or Buyer an amount up to pay its bills)$100,000. Seller may use the Purchase Price or applicable Installment Purchase Price and Purchaser hereby agree that Seller will be under no obligation to effectuate such release concurrently cure any objection by Purchaser with the applicable Closingrespect to any restrictive covenants similar to those described in Section 3(d) of this Agreement.

Title Report. As soon as it can be obtained with reasonable diligence, but in no event later than the second business day after the Effective Date of this Agreement, Seller has delivered shall obtain from Title Company, and deliver to Buyer, a written commitment (or commitments) binding Title Company to insure title to the Real Property in Buyer by its A.L.T.A. Form B, Owner's Title Insurance Policy (the "OWNER'S POLICY"), upon recording of the deed (or deeds) to be given by Seller (the "TITLE COMMITMENT"), along with legible copies of all documents referred to therein (the Title Commitment and all such documents herein referred to as the "TITLE INFORMATION"). To the maximum extent Buyer is able based upon the Title Information and the existing surveys of the Property which by then have been made available to Buyer a copy by Seller, but without the Surveys, Buyer shall give Seller written notice on or before the expiration of a preliminary fifteen (15) business days after receipt of the Title Information and existing surveys that the condition of title report (“Preliminary as set forth in such Title Report”) dated December 19, 2006, covering the Property from First American Title (which companyInformation and existing surveys is or is not satisfactory, in Buyer's sole discretion, such notice stating with specificity any matters Buyer considers unsatisfactory. Buyer shall give Seller written notice on or before the expiration of fifteen (15) business days after receipt of the Title Information and the Surveys ("TITLE OBJECTION PERIOD") that the condition of title as set forth in such Title Information and the Surveys is or is not satisfactory, in Buyer's sole discretion, such notice stating with specificity any matters Buyer considers unsatisfactory ("TITLE OBJECTION"), and in the event Buyer states that the condition of title or Surveys is not satisfactory, Seller shall have until the expiration of the Inspection Period, at its capacity as title insurer hereunderoption, is herein called to eliminate or modify all such Title Objections to the “Title Company”)sole satisfaction of Buyer. If Buyer delivers does not notify Seller in writing of any Title Objections within the Go Hard Notice Title Objection Period, or if Buyer does not terminate this Agreement as herein provided on or before the end of the Due Diligence Inspection Period, Buyer shall be deemed conclusively presumed to have approved waived its objections to any condition of title reflected in the typed exceptions to title shown on Schedule “B” of the Preliminary Title Report and any items disclosed by any survey (the “Survey”) reviewed by Buyer prior to the expiration of the Due Diligence Period. Approval by Buyer of any additional exceptions (the “Additional Exceptions”) to title or survey matters that are first disclosed to Buyer after the expiration of the Due Diligence Period shall be a condition precedent to Buyer’s obligations to purchase the Property. Unless Buyer gives written notice that it disapproves any such Additional Exceptions, stating the exceptions so disapproved, on or before the date (“Applicable Disapproval Date”) which is ten (10) business days after such Additional Exception is disclosed, Buyer shall be deemed to have approved said Additional Exception. If, for any reason, on or before the applicable Closing Date, Seller does not cause any exceptions to title which Buyer disapproves (to the extent Buyer is permitted hereunder to so disapprove) to be removed at no cost or expense to Buyer (Seller having the right but not the obligation to do so), then a condition to Buyer’s obligation to close shall not have been satisfied Commitment and the obligation of Seller to sell, and Buyer to buy, Surveys. In no event shall the Property as herein provided shall terminate (and no party hereto shall have any further obligations in connection herewith except under those provisions that expressly survive a termination of this Agreement). Notwithstanding the foregoing provisions of this Section 4.1.1, Seller shall be obligated Paragraphs 4.A. or 4.B. operate to cause extend or postpone the release of any “Seller Encumbrances” (which, as used herein, means any monetary liens created or suffered by Seller, or any lis pendens or judgment liens as a result of Seller’s actions, that encumber the Land and Improvements, other than mechanics liens arising from the failure of Lessee or Buyer to pay its bills). Seller may use the Purchase Price or applicable Installment Purchase Price to effectuate such release concurrently with the applicable Closing.

Title Report. Prior to the Effective Date, Seller has delivered caused Title Company to deliver to Buyer a copy of a preliminary title report for the Property (the "PTR"), and copies of all underlying title documents described in the PTR and Buyer shall have provided written notice (the "Title Notice") to Seller of any matters shown by the PTR or on any survey obtained by Buyer which are not satisfactory to Buyer. As of the Effective Date, Buyer unconditionally approves the condition of title to the Property, except those title and survey issues Seller has agreed in writing to cure; provided, however, that, Seller agrees to have removed on or before the Closing Date as a condition to Closing for the benefit of Buyer, liens secured by deeds of trust securing loans made to Seller, mechanics' liens relating to work contracted for by Seller, judgment liens against Seller, and delinquent real property taxes (herein "Monetary Liens"). If any supplemental title report or update containing any exceptions not included in the PTR (the “Preliminary Title ReportNew Exceptions”) dated December 19is issued on or after the Effective Date, 2006, covering Buyer will be entitled to object to the Property from First American New Exceptions by delivering a Title Notice to Seller no later than two (which company, in its capacity as title insurer hereunder, is herein called the “Title Company”)2) business days following Buyer’s receipt of such supplement or update. If Buyer delivers the Go Hard a Title Notice on or before the end of the Due Diligence Period, Buyer shall be deemed with respect to have approved the typed exceptions to title shown on Schedule “B” of the Preliminary Title Report and any items disclosed by any survey (the “Survey”) reviewed by Buyer prior to the expiration of the Due Diligence Period. Approval by Buyer of any additional exceptions (the “Additional Exceptions”) to title or survey matters that are first disclosed to Buyer after the expiration of the Due Diligence Period shall be a condition precedent to Buyer’s obligations to purchase the Property. Unless Buyer gives written notice that it disapproves any such Additional New Exceptions, stating the exceptions so disapproved, on or before the date Seller shall have two (“Applicable Disapproval Date”) which is ten (102) business days after such Additional Exception is disclosed, within which to deliver written notice to Buyer and Escrow Holder identifying which disapproved New Exceptions Seller shall be deemed undertake to have approved said Additional Exceptioncure or not cure ("Seller's Response"). If, for any reason, on or before the applicable Closing Date, If Seller does not cause any exceptions expressly agree in writing to title which remove the objectionable New Exception(s) Buyer disapproves (to may either terminate this Agreement and the extent Buyer is permitted hereunder to so disapprove) to Deposit, with all interest earned thereon, shall be removed at no cost or expense to Buyer (Seller having the right but not the obligation to do so), then a condition delivered to Buyer’s obligation to close shall not have been satisfied and the obligation of Seller to sell, and Buyer to buy, the Property as herein provided shall terminate (and no neither party hereto shall have any further rights or obligations in connection herewith hereunder except under for those provisions that expressly stated to survive a the termination of this Agreement)Agreement or waive its objections to the New Exceptions. Notwithstanding If necessary, the foregoing provisions of this Section 4.1.1, Seller Closing Date shall be obligated extended, in no event by more than four (4) days, to cause allow for the release of review and response process relating to any “Seller Encumbrances” (whichNew Exceptions. If Buyer does not deliver the Title Notice, as used herein, means any monetary liens created or suffered the New Exceptions will be deemed approved by Seller, or any lis pendens or judgment liens as a result of Seller’s actions, that encumber the Land and Improvements, other than mechanics liens arising from the failure of Lessee or Buyer to pay its bills). Seller may use the Purchase Price or applicable Installment Purchase Price to effectuate such release concurrently with the applicable ClosingBuyer.

Title Report. Seller (i) Owner has caused to be delivered to Buyer Acquirer a CLTA Preliminary Title Report covering the Real Property and the Improvements, which states that it is subject to any matter that would be disclosed by a survey (the "Preliminary Title Report"), issued by Chicago Title Insurance Company ("Title Company"), together with copies of all documents evidencing matters of record shown as exceptions to title thereon. If Acquirer shall desire an updated ALTA Survey of the Real Property and Improvements ("Survey"), Acquirer shall cause the same to be so made at Acquirer's sole cost and expense before the Approval Date (and upon receipt shall deliver a copy of a preliminary title report (“Preliminary Title Report”) dated December 19, 2006, covering the Property from First American Title (which company, in its capacity as title insurer hereunder, is herein called the “Title Company”Survey to Owner). If Buyer delivers Acquirer shall have the Go Hard Notice on or before the end of the Due Diligence Period, Buyer shall be deemed right to have approved the typed object to any exceptions to title shown on Schedule “B” of contained in the Preliminary Title Report and or the Survey by giving notice to Owner before the Approval Date. Notwithstanding any items disclosed by any survey (the “Survey”) reviewed by Buyer prior to the expiration of the Due Diligence Period. Approval by Buyer foregoing, Owner shall at Closing (but shall not be obligated prior thereto) remove of any additional exceptions record all tax and mechanic's liens (except only for the “Additional Exceptions”) to title or survey matters that are first disclosed to Buyer after the expiration liens of the Due Diligence Period shall taxes and assessments to be a condition precedent to Buyer’s obligations to purchase the Propertyprorated under Paragraph 12(a)(ii)), at its sole cost and expense. Unless Buyer Acquirer gives written notice that it disapproves any such Additional Exceptionsadditional exceptions to title matters, stating the exceptions so disapproved, on or before the date (“Applicable Disapproval Approval Date”) which is ten (10) business days after such Additional Exception is disclosed, Buyer Acquirer shall be deemed to have approved said Additional Exceptionexceptions. IfAcquirer's approval of the Preliminary Title Report shall be without prejudice to Acquirer's right to disapprove additional survey matters or any supplementary reports issued by Title Company or disclosed after the Approval Date; provided, however, Acquirer's approval shall not be unreasonably withheld, and, as to survey matters, shall only be applicable if Acquirer shall have obtained the updated Survey before the Approval Date. If for any reason, on or before the applicable Closing Date, Seller Date Owner does not cause any such exceptions to title or survey matters which Buyer Acquirer timely disapproves (to the extent Buyer Acquirer is permitted hereunder to so disapprove) to be removed at no cost or expense to Buyer Acquirer (Seller Owner having the right but not the obligation to do so), then a condition to Buyer’s obligation to close shall not have been satisfied and the obligation of Seller Apollo and Wilstein to sell, transfer (and Buyer Forest City to buy, enter into the TIC Agreement) and Acquirer to acquire the Property as herein provided shall terminate (and no party hereto Owner and Acquirer shall have any no further obligations in connection herewith except under those herewith). Acquirer shall have the option to waive the condition precedent set forth in this paragraph 4(a) by notice to Owner. In the event of such waiver, such condition shall be deemed satisfied. All matters set forth on the Preliminary Title Report, the updated Survey obtained by Acquirer which are not timely objected to by Acquirer shall be permitted exceptions to title and shall additionally include (i) any title or survey matters objected to by Acquirer, which objections are subsequently waived in writing by Acquirer, and (ii) any title or survey matters objected to by Acquirer in accordance with the terms and provisions that expressly survive a termination of this Agreement, which objections are cured to Acquirer's satisfaction, (iii) real estate taxes and assessments not yet due and payable; and (iv) the printed exceptions which appear in the standard form ALTA owner's policy of title insurance (with extended coverage). Notwithstanding the foregoing provisions of this Section 4.1.1, Seller shall be obligated to cause the release of any “Seller Encumbrances” (which, as used herein, means any monetary liens created or suffered by Seller, or any lis pendens or judgment liens as a result of Seller’s actions, that encumber the Land and Improvements, other than mechanics liens arising from the failure of Lessee or Buyer to pay its bills). Seller may use the Purchase Price or applicable Installment Purchase Price to effectuate such release concurrently with the applicable Closing.

Title Report. Seller has delivered to Buyer a copy of a (1) preliminary title report (“Preliminary Title Report”) dated December 19, 2006, covering reports for the Property from First American Title (which company, in its capacity as title insurer hereunder, is herein called the “Title Company”). If Buyer delivers the Go Hard Notice on or before the end ; and (2) copies of the Due Diligence Periodplats of record, Buyer shall be deemed to have approved vesting deeds and other documents evidencing the typed exceptions to title shown on Schedule “B” stated therein (collectively, the "TITLE REPORT"). Seller has also previously delivered to Buyer surveys of the Preliminary Title Report and any items disclosed by any survey Property (collectively, the “Survey”) reviewed by Buyer prior to the expiration of the Due Diligence Period. Approval by Buyer of any additional exceptions (the “Additional Exceptions”) to title or survey matters that are first disclosed to Buyer after the expiration of the Due Diligence Period shall be a condition precedent to Buyer’s obligations to purchase the Property"SURVEY"). Unless Buyer gives written notice (the "TITLE DISAPPROVAL NOTICE") that it disapproves any such Additional Exceptionsthe exceptions to title shown on the Title Report or the matters disclosed by the Survey, stating the exceptions so disapproved, on or before the date (“Applicable Disapproval Date”) that day which is fifteen (15) days prior to the expiration of the Due Diligence Period, Buyer will be conclusively deemed to have approved the Survey and the exceptions listed in the Title Report. Seller will have up to ten (10) business days after such Additional Exception is disclosedits receipt of any Title Disapproval Notice within which to deliver Buyer a notice (the "SELLER RESPONSE NOTICE") indicating that it will, Buyer shall be deemed prior to have approved said Additional Exception. If, for any reason, on or before the applicable Closing Date, Seller does not cause remove some or all of the disapproved exceptions set forth therein from title or to correct any matters disclosed by the Survey or to obtain from Title Company a commitment to issue an endorsement affirmatively insuring against such exceptions or matters in a form reasonably acceptable to title which Buyer disapproves (to the extent Buyer is permitted hereunder to so disapprove) to be removed at no cost or expense to Buyer Buyer, and, if necessary, the Closing Date will be extended to allow for such ten (10) day period. In the event Seller having determines at any time that it is unable or unwilling to remove or to cause the right but not the obligation Title Company to do so)insure over any such disapproved exception or to correct any Survey matter, then a condition Seller may, at its option, terminate this Agreement upon written notice to Buyer’s obligation , such termination to close shall not be effective on the date which is five (5) days after Seller delivers such notice, unless Buyer will have been satisfied waived its objection to any such disapproved exception or Survey matter by written notice to Seller within five (5) days following delivery of Seller's notice. Unless Buyer gives written notice to Seller, prior to the expiration of such five (5) day period, stating that the Seller Response Notice is unacceptable and that Buyer is terminating this Agreement, Buyer will be conclusively deemed to have approved the terms of the Seller Response Notice. In the event of such termination, the Deposit will promptly be returned to Buyer and the obligation of Seller to sellparties will have no further liabilities or obligations hereunder, except such liabilities and Buyer to buy, the Property as herein provided shall terminate (and no party hereto shall have any further obligations in connection herewith except under those provisions that expressly survive a termination of this Agreement). Notwithstanding the foregoing provisions of this Section 4.1.1, Seller shall be obligated to cause the release of any “Seller Encumbrances” (which, as used herein, means any monetary liens created or suffered by Seller, or any lis pendens or judgment liens as a result of Seller’s actions, that encumber the Land and Improvements, other than mechanics liens arising from the failure of Lessee or Buyer to pay its bills). Seller may use the Purchase Price or applicable Installment Purchase Price to effectuate such release concurrently with the applicable Closing.

Title Report. Seller has delivered to Buyer a copy of a that certain preliminary title report number 000961786 dated October 22, 1996 (“"Preliminary Title Report”") dated December 19, 2006, covering the Property from First American Chicago Title Insurance Company (which company, in its capacity as title insurer hereunder, is herein called the “"Title Company”"). In addition, Seller has delivered to Buyer an update dated November 22, 1996 of that certain ALTA survey of the Property originally dated November 10, 1988, prepared by Penfield & Xxxxx, which survey is to be certified to Buyer ("Survey"). Buyer shall have until the end of the "Due Diligence Period" (as hereinafter defined) to review and approve of the Survey and the Preliminary Title Report. If, prior to the expiration of the Due Diligence Period, Buyer delivers a written notice (a "Title Objection Notice") setting forth those title and survey matters to which Buyer objects, Seller shall have seven (7) days after receipt thereof to cause the removal of, or to obtain a commitment from the Title Company to issue a title endorsement insuring over, the disapproved matters set forth in such Title Objection Notice; provided, however, Seller shall have no obligation to cause such removal or any liability if for any reason such objections are not removed or insured over as of the Closing Date. If Buyer delivers shall fail to deliver to Seller a Title Objection Notice prior to the Go Hard Notice on or before the end expiration of the Due Diligence Period, Buyer shall be deemed to have approved the typed exceptions to title shown on Schedule “B” of the Preliminary Title Report and the matters disclosed on the Survey. If Seller elects not to cause any items disclosed by or all such disapproved matters to be removed or insured over as aforesaid, Buyer shall have three (3) business days from receipt of written notice thereof (or from the date of Seller's deemed election as aforesaid) to notify Seller in writing either that (x) Buyer revokes its disapproval and will proceed with the purchase of the Property without any survey reduction in the Purchase Price and will take subject to such matters, or (the “Survey”y) reviewed Buyer terminates this Agreement. Failure to deliver any written notification by Buyer prior of its election within such period shall be deemed to the expiration of the Due Diligence Periodbe an election to terminate this Agreement. Approval by Buyer of any additional exceptions (the “Additional Exceptions”) to title or survey matters that are first disclosed to Buyer after the expiration end of the Due Diligence Title Review Period shall be a condition precedent to Buyer’s obligations 's obligation to purchase the Property; provided, however, such approval shall not be unreasonably withheld. Unless Buyer gives written notice that it disapproves any such Additional Exceptionsadditional exceptions to title or survey matters, stating the exceptions so disapproved, on or before the date sooner to occur of (“Applicable Disapproval Date”i) which is ten three (103) business days after such Additional Exception is disclosedreceipt of written notice thereof and (ii) the Closing Date, Buyer shall be deemed to have approved said Additional Exceptionadditional exceptions or survey matters. If, for any reason, on or before the applicable Closing Date, Seller does not cause any such additional exceptions to title or survey matters which Buyer disapproves (to the extent Buyer is permitted hereunder to so disapprove) either to be removed or to obtain a title endorsement (if available) insuring over such disapproved matter on or before the Closing Date at no cost or expense to Buyer (Seller having the right but not the obligation to do so), then a condition to Buyer’s obligation to close shall not have been satisfied and the obligation of Seller to sell, and Buyer to buy, the Property as herein provided shall terminate (and no party hereto Seller and Buyer shall have any no further obligations in connection herewith except under those provisions that expressly survive a termination of this Agreementherewith). Notwithstanding Buyer shall have the foregoing provisions option to waive the condition precedent set forth in this paragraph 4A(1) by notice to Seller. In the event of this Section 4.1.1such waiver, such condition shall be deemed satisfied. All matters set forth on the Preliminary Title Report which are not timely objected to by Buyer are herein called the "Permitted Exceptions". The term "Permitted Exceptions" shall additionally include (i) any title matters objected to by Buyer, which objections are subsequently waived in writing by Buyer, and (ii) any title matters objected to by Buyer, which objections are removed or which are otherwise cured to Buyer's reasonable satisfaction. Following the expiration of the Due Diligence Period, Seller shall be obligated to cause the release of prevent any “Seller Encumbrances” further liens, encumbrances or other title defects (which, as used herein, means any monetary liens created or suffered by Seller, or any lis pendens or judgment liens as a result of Seller’s actions, that encumber the Land and Improvements, other than mechanics liens arising from Permitted Exceptions) with respect to the failure of Lessee or Buyer to pay its billsProperty. (2). Seller may use the Purchase Price or applicable Installment Purchase Price to effectuate such release concurrently with the applicable Closing.

Title Report. Seller has delivered ordered (and upon receipt shall deliver to Buyer Buyer) a copy of a preliminary title report or a commitment for title insurance (“in either case, the "Preliminary Title Report”") dated December 19, 2006, covering the Property from First American Chicago Title Insurance Company (which company, in its capacity as title insurer hereunder, is herein called the “"Title Company”"), together with copies of all exceptions to title referenced thereto. In addition, Seller has ordered (and upon receipt shall deliver to Buyer) an update of that certain ALTA as-built survey of the Property dated August 4, 1988, prepared by Xxxxxx and Associates, which survey shall be certified to Buyer, its lender, if any, and Title Company ("Survey"). If Buyer delivers the Go Hard Notice shall fail to deliver written notice ("Title Objection Notice") setting forth those title and survey matters to which Seller objects on or before the end date which is fifteen (15) days following Buyer's receipt of the Due Diligence later of the Preliminary Title Report and the Survey (the "Title Review Period"), Buyer shall be deemed to have approved the typed exceptions to title shown on Schedule “B” of the Preliminary Title Report and any items the matters disclosed by any survey (on the “Survey”) reviewed by Buyer prior to the expiration of the Due Diligence Period. Approval by Buyer of any additional exceptions (the “Additional Exceptions”) to title or survey matters that are first disclosed to Buyer after the expiration end of the Due Diligence Title Review Period shall be a condition precedent to Buyer’s obligations 's obligation to purchase the PropertyProperty (Buyer hereby agreeing that such approval shall not be unreasonably withheld). Unless Buyer gives written notice that it disapproves any such Additional Exceptionsadditional exceptions to title or survey matters, stating the exceptions so disapproved, on or before the date (“Applicable Disapproval Date”) which is sooner to occur of ten (10) business days after such Additional Exception is disclosedreceipt of written notice thereof or the Closing Date, Buyer shall be deemed to have approved said Additional Exceptionexceptions or survey matters; provided, however, that in the event that the Closing Date occurs prior to said ten (10) day period, Buyer shall have the option, in its reasonable discretion, to extend the Closing Date for up to three (3) days to provide Buyer with the opportunity to review any material additional title or survey matters disclosed after the end of the Title Review Period. If, If for any reason, on or before the applicable Closing Date, Date Seller does not cause any such exceptions to title or survey matters which Buyer disapproves (to the extent Buyer is permitted hereunder to so disapprove) to be removed at no cost or expense to Buyer (Seller having the right but not the obligation to do so), then a condition to Buyer’s obligation to close shall not have been satisfied and the obligation of Seller to sell, and Buyer to buy, the Property as herein provided shall terminate (and no party hereto Seller and Buyer shall have any no further obligations in connection herewith herewith, except under those provisions that expressly survive a termination for the return of this Agreementthe Escrow Deposit to Buyer). Notwithstanding Buyer shall have the foregoing provisions option to waive the condition precedent set forth in this paragraph 4A(1) by notice to Seller. In the event of this Section 4.1.1such waiver, Seller such condition shall be obligated deemed satisfied. All matters set forth on the Preliminary Title Report which are not timely objected to cause by Buyer, are herein called the release of "Permitted Exceptions". The term "Permitted Exceptions" shall additionally include (i) any “Seller Encumbrances” title matters objected to by Buyer, which objections are subsequently waived in writing by Buyer, and (whichii) any title matters objected to by Buyer, as used herein, means any monetary liens created or suffered by Seller, or any lis pendens or judgment liens as a result of Seller’s actions, that encumber the Land and Improvements, other than mechanics liens arising from the failure of Lessee or Buyer which objections are cured to pay its billsBuyer's satisfaction. (2). Seller may use the Purchase Price or applicable Installment Purchase Price to effectuate such release concurrently with the applicable Closing.

Title Report. Seller (a) Purchaser acknowledges it has delivered obtained a title commitment, (Number NCS-420791-MICH) with an effective date as of January 19, 2010 (the “Commitment”), for the Real Property prepared by Title Company. Purchaser has approved the Commitment (other than any and all Monetary Liens) as of the Agreement Date, provided, however, that Purchaser shall be permitted to Buyer a copy object to any encumbrance or defect in title that is properly recorded in the real property records of a preliminary title report the County of Summit, State of Ohio on or after the January 19, 2010 (“Preliminary Title ReportPost Agreement Date Encumbrances”) dated December 19excluding those matters created, 2006suffered or permitted by, covering at the Property from First American request of or through Purchaser (“Post Agreement Date Objections”). Within five business days after receipt of Purchaser’s Post Agreement Date Objections, Seller shall notify Purchaser if Seller is unable or unwilling to remove any such Post Agreement Date Encumbrances on or prior to the Closing Date at Seller’s sole cost (“Seller’s Title (which company, in its capacity as title insurer hereunder, is herein called the “Title CompanyNotice”). If Buyer delivers Seller is unable or unwilling to cure any such Post Agreement Date Objections, Purchaser shall have the Go Hard Notice on or before option to notify Seller, within five business days of Purchaser’s receipt of Seller’s Title Notice, of Purchaser’s election to terminate this Agreement in which case the end of the Due Diligence PeriodDeposit shall be promptly returned to Purchaser. If Purchaser fails to timely respond to such Seller’s Title Notice, Buyer Purchaser shall be deemed to have approved waived such exceptions and shall be required to proceed with Closing without diminution in the typed exceptions to title shown on Schedule “B” of the Preliminary Title Report Purchase Price. From and any items disclosed by any survey (the “Survey”) reviewed by Buyer prior to the expiration of the Due Diligence Period. Approval by Buyer of any additional exceptions (the “Additional Exceptions”) to title or survey matters that are first disclosed to Buyer after the expiration Agreement Date until the earlier of Closing or the Due Diligence Period shall be a condition precedent to Buyer’s obligations to purchase the Property. Unless Buyer gives written notice that it disapproves any such Additional Exceptions, stating the exceptions so disapproved, on or before the date (“Applicable Disapproval Date”) which is ten (10) business days after such Additional Exception is disclosed, Buyer shall be deemed to have approved said Additional Exception. If, for any reason, on or before the applicable Closing Date, Seller does not cause any exceptions to title which Buyer disapproves (to the extent Buyer is permitted hereunder to so disapprove) to be removed at no cost or expense to Buyer (Seller having the right but not the obligation to do so), then a condition to Buyer’s obligation to close shall not have been satisfied and the obligation of Seller to sell, and Buyer to buy, the Property as herein provided shall terminate (and no party hereto shall have any further obligations in connection herewith except under those provisions that expressly survive a termination of this Agreement). Notwithstanding the foregoing provisions of this Section 4.1.1hereof, Seller shall be obligated to cause the release of not take any “Seller Encumbrances” (which, as used herein, means any monetary liens created or suffered by Selleraction, or fail to take any lis pendens or judgment liens as a result of Seller’s actionsaction, that encumber would cause title to the Land and ImprovementsProperty to be subject to any title exceptions, other than mechanics liens arising from the failure of Lessee or Buyer to pay its bills). Seller may use the Purchase Price or applicable Installment Purchase Price to effectuate such release concurrently with the applicable ClosingPermitted Liens.

Title Report. Seller Optionor has delivered to Buyer Optionee a copy of a preliminary current title report commitment (“Preliminary the "Title Report”Commitment") dated December 19April 20, 20061997, issued under number 7660531, covering the Property from First American Chicago Title Insurance Company (which company, in its capacity as title insurer hereunder, is herein called the “"Title Company”"), a copy of which is attached hereto as Exhibit "L". In addition, Optionor has delivered to Optionee that certain survey of the Property dated May 6, 1997, prepared by National Survey Service, Inc. ("Survey"). If Buyer delivers the Go Hard Notice on or before the end of the Due Diligence Period, Buyer shall be deemed to have Optionee hereby acknowledges that Optionee has approved the typed exceptions to title shown on Schedule “B” the Title Commitment (subject to deletion of those matters noted therein as to be deleted at Closing) and the Preliminary Title Report and any items matters disclosed by any survey (on the “Survey”) reviewed by Buyer prior to the expiration of the Due Diligence Period. Approval by Buyer Optionee of any materially adverse additional exceptions (the “Additional Exceptions”) to title or survey matters that are first disclosed to Buyer after the expiration of the Due Diligence Period date hereof shall be a condition precedent to Buyer’s obligations Optionee's obligation to purchase the PropertyProperty (Optionee hereby agreeing that, in all events, its approval of such additional exceptions to title shall not be unreasonably withheld). Unless Buyer Optionee gives written notice that it reasonably disapproves any such Additional Exceptionsadditional materially adverse exceptions to title, stating the exceptions so disapproved, on or before the date (“Applicable Disapproval Date”) which is ten (10) business 5 days after such Additional Exception is disclosedreceipt of written notice thereof, Buyer Optionee shall be deemed to have approved said Additional Exceptionexceptions (provided, however, in no event shall the Closing Date be extended more than one time or for more than 5 days to permit Optionee to review any such additional exceptions). If, for any reason, on or before the applicable Closing Date, Seller Optionor does not cause any materially adverse additional exceptions to title which Buyer Optionee disapproves (to the extent Buyer Optionee is permitted hereunder to so disapprove) either to be removed or to obtain a title endorsement (if available) reasonably acceptable to Optionee insuring over such disapproved exception on or before the Closing Date (as the same may be extended as aforesaid) at no cost or expense to Buyer Optionee (Seller Optionor having the right but not the obligation to do so, such right to be exercised, if at all, within 5 days after Optionor's receipt of written notice of disapproval from Optionee), then a condition to Buyer’s obligation to close shall not have been satisfied and the obligation of Seller Optionor to sell, and Buyer Optionee to buy, the Property as herein provided shall terminate (and no party hereto Optionor and Optionee shall have any no further obligations in connection herewith except under those provisions that expressly survive a termination herewith). Optionee shall have the option to waive the condition precedent set forth in this Paragraph 3A by written notice to Optionor. In the event of such waiver, such condition shall be deemed satisfied. Notwithstanding anything to the contrary contained in this Agreement). Notwithstanding the foregoing provisions , Optionor shall (i) remove any mortgage, deed of this Section 4.1.1trust or other loan documents evidencing financings obtained by Optionor and (ii) remove (or, Seller shall be obligated to at Optionor's cost and expense, cause the release Title Company to endorse over in a manner reasonably satisfactory to Optionee) any tax or judgment liens against Optionor, and mechanic's liens for work performed by or on behalf of any “Seller Encumbrances” (which, as used herein, means any monetary liens created or suffered by SellerOptionor, or any lis pendens other title exceptions created or judgment liens as a result acquiesced to by Optionor after the date of Seller’s actionsthe Title Commitment (collectively, that encumber the Land and Improvements, other than mechanics liens arising from the failure of Lessee or Buyer to pay its bills"Required Title Cure Matters"). Seller In the event that, not later than the Closing Date (as the same may use be extended pursuant to the terms of this Paragraph 3A), Optionor fails to satisfy its obligations hereunder with respect to the Required Title Cure Matters, Optionee shall be entitled to utilize sufficient portions of the Purchase Price or applicable Installment Purchase Price payment as may be necessary to effectuate satisfy such release concurrently with the applicable Closingobligations.

Title Report. Within five (5) business days after the Effective Date Seller has delivered shall cause the Title Company to deliver to Buyer (1) a copy of a preliminary title report (“Preliminary Title Report”) dated December 19, 2006, insurance commitment covering the Property from First American Title (which company, in its capacity as title insurer hereunder, is herein called the “Title Company”; and (2) copies of the documents evidencing the exceptions to title stated therein (collectively, the "Title Report"). If Buyer delivers shall order, and, upon its receipt, Buyer will deliver to Seller either an update of the Go Hard Notice survey previously delivered to Buyer by Seller, or a new survey (collectively, the "Survey") of the Property. Unless Buyer gives written notice ("Title Disapproval Notice") that it disapproves the exceptions to title shown on the Title Report or before the end matters disclosed by the Survey, stating the exceptions so disapproved, within ten (10) days of Buyer's receipt of both the Title Report and the Survey, but in no event later than the expiration of the Due Diligence Period, Buyer shall be conclusively deemed to have approved the typed Survey and the exceptions listed in the Title Report. Seller shall provide notice to title shown on Schedule “B” of the Preliminary Title Report and any items disclosed by any survey Buyer, not later than seven (the “Survey”7) reviewed by Buyer prior to the expiration of the Due Diligence Period. Approval by Buyer days after its receipt of any additional exceptions (the “Additional Exceptions”) to title Title Disapproval Notice indicating whether or survey matters that are first disclosed to Buyer after the expiration of the Due Diligence Period shall be a condition precedent to Buyer’s obligations to purchase the Property. Unless Buyer gives written notice that it disapproves any such Additional Exceptions, stating the exceptions so disapprovednot, on or before the date (“Applicable Disapproval Date”) which is ten (10) business days after such Additional Exception is disclosed, Buyer shall be deemed to have approved said Additional Exception. If, for any reason, on or before the applicable Closing Date, Seller does not will (i) remove any such disapproved exceptions or cause any the Title Company to issue an endorsement affirmatively insuring against such exceptions or matters in a form reasonably acceptable to title which Buyer disapproves (to the extent Buyer is permitted hereunder to so disapprove) to be removed at no cost or expense to Buyer (other than instruments executed by Seller having which secure monetary obligations, any mechanic's liens affecting the right but not the obligation to do so), then a condition to Buyer’s obligation to close shall not have been satisfied and the obligation of Seller to sellProperty, and Buyer to buyany real property taxes which will be past due as of the Closing Date, the Property as herein provided shall terminate (and no party hereto shall have any further obligations in connection herewith except under those provisions that expressly survive a termination all of this Agreement). Notwithstanding the foregoing provisions of this Section 4.1.1, which Seller shall be obligated to remove or cause the release Title Company to insure over), and (ii) correct any disapproved Survey matter. If Seller has provided notice to Buyer that Seller will not remove or cause the Title Company to insure over any such disapproved exception, or correct any disapproved Survey matter, then, Buyer will have the right, which it may elect in writing at any time during the seven (7) day period following delivery of Seller's notice to Buyer, either to waive Buyer's objection to such disapproved exception or Survey matter, or to terminate this Agreement. In the event of any “Seller Encumbrances” (whichsuch termination, as used herein, means any monetary liens created or suffered the Deposit shall be promptly delivered by Seller, or any lis pendens or judgment liens as a result of Seller’s actions, that encumber the Land and Improvements, other than mechanics liens arising from the failure of Lessee or Buyer Title Company to pay its bills). Seller may use the Purchase Price or applicable Installment Purchase Price to effectuate such release concurrently with the applicable ClosingBuyer.

Title Report. Seller has delivered to Buyer a copy copies of a preliminary title report Title Commitment Numbers 513659 and 513660, effective as of December 1, 1995, and issued on December 8, 1995 (“Preliminary Title Report”collectively, the "PRELIMINARY TITLE REPORT") dated December 19, 2006, covering the Property from First American Title Insurance Company (which company, in its capacity as title insurer hereunder, is herein called the “"TITLE COMPANY"). In addition, Seller has delivered a survey of the Property last revised February 12, 1996, prepared by Wxxxxx Engineering Company ("SURVEY"). Seller is the process of having the Preliminary Title Company”Report updated and reissued in Buyer's name and the Survey recertified to Buyer (and, upon receipt, Seller will promptly forward the same to Buyer). If Buyer delivers the Go Hard Notice shall fail to deliver written notice ("TITLE OBJECTION NOTICE") specifying any title or survey matters disapproved by Seller on or before the end of the later to occur of (i) the Due Diligence PeriodPeriod and (ii) the date which is three (3) days after the date on which Buyer shall be in receipt of the updated Preliminary Title Report and updated Survey, Buyer shall be deemed to have approved the typed exceptions to title shown on Schedule “B” of the Preliminary Title Report and the matters disclosed on the Survey. If Buyer shall timely deliver a Title Objection Notice hereunder, Seller shall have three (3) business days after receipt thereof to notify Buyer as to each disapproved matter set forth in such notice either that (i) Seller elects not to cause such disapproved matter to be removed as of the Closing Date (or otherwise take any items disclosed action with respect thereto), or (ii) Seller intends to use commercially reasonable efforts to either (a) cause such disapproved matter to be removed on the Closing Date, or (b) obtain a title endorsement (if available) insuring over such disapproved matter; provided, however, except as hereinafter set forth, Seller shall have no liability if for any reason such exceptions are not removed or insured over as of the 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 survey (the “Survey”) reviewed by such disapproved matters to be removed. If Seller elects not to cause any or all such disapproved matters to be removed or insured over as aforesaid, Buyer prior to shall have until the expiration of the "Due Diligence Period" (as hereinafter defined) to notify Seller in writing either that (x) Buyer revokes its disapproval and will proceed with the purchase of the Property without any reduction in the Purchase Price and will take subject to such matters, or (y) Buyer terminates this Agreement. Failure to deliver any written notification by Buyer of its election within such period shall be deemed to be an election to terminate this Agreement. Notwithstanding anything to the contrary contained in this Agreement, Seller shall be obligated to remove (or cause the Title Company to affirmatively insure over): (i) any mortgages or deeds of trust covering the Property which secure any financing obtained by Seller, (ii) any mechanic's or materialmen's liens against the Property as a result of work done by or on behalf of Seller, and (iii) tax or judgment liens against Seller. Approval by Buyer of any additional exceptions (the “Additional Exceptions”) to title or survey matters that are first matter disclosed to Buyer after the expiration end of the Due Diligence Period (other than those which Seller is obligated to cure or insure over as herein provided) shall be a condition precedent to Buyer’s obligations 's obligation to purchase the Property. Unless Buyer gives written notice that it disapproves approves any such Additional Exceptionsadditional exceptions (other than those which Seller is obligated to cure or insure over as herein provided) to title or survey matters, stating the exceptions so disapprovedapproved, on or before the date (“Applicable Disapproval Date”) which is sooner to occur of ten (10) business days after such Additional Exception is disclosedreceipt of written notice thereof or the Closing Date, Buyer shall be deemed to have approved disapproved said Additional Exceptionexceptions. If, for any reason, on or before the applicable Closing Date, Date Seller does not cause any such additional exceptions (other than those which Seller is obligated to cure or insure over as herein provided) to title or survey matters which Buyer timely disapproves (including those matters which Seller has elected to the extent Buyer is permitted hereunder use commercially reasonable efforts to so disapproveremove or insure over as set forth herein) to be removed at no cost or expense to Buyer (Seller having the right but not the obligation to do so), then a condition to Buyer’s obligation to close shall not have been satisfied and the obligation of Seller to sell, and Buyer to buy, the Property as herein provided shall terminate (and no party hereto Seller and Buyer shall have any no further obligations in connection herewith except under those provisions that expressly survive a termination of this Agreementherewith). Notwithstanding Buyer shall have the foregoing provisions option to waive the condition precedent set forth in this paragraph 4A(1) by notice to Seller. In the event of this Section 4.1.1such waiver, Seller such condition shall be obligated to cause the release of any “Seller Encumbrances” (which, as used herein, means any monetary liens created or suffered by Seller, or any lis pendens or judgment liens as a result of Seller’s actions, that encumber the Land and Improvements, other than mechanics liens arising from the failure of Lessee or Buyer to pay its bills). Seller may use the Purchase Price or applicable Installment Purchase Price to effectuate such release concurrently with the applicable Closingdeemed satisfied.

Title Report. (i) Seller has ordered (and upon receipt shall cause to be delivered to Buyer Purchaser) a CLTA Preliminary Title Report covering the Real Property and the Improvements, which may state that it is subject to any matter that would be disclosed by a survey (the "Preliminary Title Report"), issued by Commonwealth Title Insurance Company ("Title Company"), together with true copies of all documents evidencing matters of record shown as exceptions to title thereon. If Purchaser shall desire an ALTA Survey of the Real Property and Improvements ("Survey"), Purchaser shall cause the same to be so made at Purchaser's sole cost and expense before the Approval Date (and upon receipt shall deliver a copy of a preliminary title report (“Preliminary Title Report”) dated December 19, 2006, covering the Property from First American Title (which company, in its capacity as title insurer hereunder, is herein called the “Title Company”updated Survey to Seller). If Buyer delivers Purchaser shall have the Go Hard Notice on or before the end of the Due Diligence Period, Buyer shall be deemed right to have approved the typed object to any exceptions to title shown on Schedule “B” of contained in the Preliminary Title Report and or the Survey by giving notice to Seller by the Approval Date. Notwithstanding any items disclosed by any survey (the “Survey”) reviewed by Buyer prior to the expiration of the Due Diligence Period. Approval by Buyer foregoing, Seller shall at Closing (but shall not be obligated prior thereto) remove of any additional exceptions record all tax and mechanic's liens (except only for the “Additional Exceptions”) to title or survey matters that are first disclosed to Buyer after the expiration liens of the Due Diligence Period shall taxes and assessments to be a condition precedent to Buyer’s obligations to purchase the Propertyprorated under Paragraph 12(a)(ii)), at its sole cost and expense. Unless Buyer Purchaser gives written notice that it disapproves any such Additional Exceptionsadditional exceptions to title matters, stating the exceptions so disapproved, on or before by the date (“Applicable Disapproval Approval Date”) which is ten (10) business days after such Additional Exception is disclosed, Buyer Purchaser shall be deemed to have approved said Additional Exceptionexceptions. IfPurchaser's approval of the Preliminary Title Report shall be without prejudice to Purchaser's right to disapprove additional survey matters or any supplementary reports issued by Title Company or disclosed after the Approval Date; provided, however, Purchaser's approval shall not be unreasonably withheld, and, as to survey matters, shall only be applicable if Purchaser shall have obtained a Survey before the Approval Date. If for any reason, on or before the applicable Closing Date, Date Seller does not cause any such exceptions to title or survey matters which Buyer Purchaser timely disapproves (to the extent Buyer Purchaser is permitted hereunder to so disapprove) to be removed at no cost or expense to Buyer Purchaser (Seller having the right but not the obligation to do so), then a condition to Buyer’s obligation to close shall not have been satisfied and the obligation of Seller to sell, and Buyer Purchaser to buy, the Property as herein provided shall terminate (and no party hereto Seller and Purchaser shall have any no further obligations in connection herewith except under those herewith). Purchaser shall have the option to waive the condition precedent set forth in this paragraph 4(a) by notice to Seller. In the event of such waiver, such condition shall be deemed satisfied. All matters set forth on the Preliminary Title Report, the Survey or any updated Survey obtained by Purchaser which are not timely objected to by Purchaser shall be permitted exceptions to title and shall additionally include (i) any title or survey matters objected to by Purchaser, which objections are subsequently waived in writing by Purchaser, and (ii) any title or survey matters objected to by Purchaser in accordance with the terms and provisions that expressly survive a termination of this Agreement, which objections are cured to Purchaser's satisfaction, (iii) real estate taxes and assessments not yet due and payable; and (iv) the printed exceptions which appear in the standard form ALTA owner's policy of title insurance (with extended coverage). Notwithstanding the foregoing provisions of this Section 4.1.1, Seller shall be obligated to cause the release of any “Seller Encumbrances” (which, as used herein, means any monetary liens created or suffered by Seller, or any lis pendens or judgment liens as a result of Seller’s actions, that encumber the Land and Improvements, other than mechanics liens arising from the failure of Lessee or Buyer to pay its bills). Seller may use the Purchase Price or applicable Installment Purchase Price to effectuate such release concurrently with the applicable Closing.

Title Report. Seller has delivered Within seven (7) calendar days after the Effective Date, Seller, at Seller's sole cost and expense, shall cause to Buyer be issued by the Title Company a copy commitment to issue an ALTA owner's title insurance policy (ALTA 2006Form) insuring fee simple title to the Property (the "Title Report"). The Title Report shall set forth the state of a preliminary title report of the Property together with all exceptions or conditions to such title, including, but not limited to, all easements, restrictions, rights of way, covenants, reservations and all other encumbrances affecting the Property which would appear in an owner's policy of title insurance when issued. Purchaser or Purchaser’s attorney shall be provided with copies of, or electronic access to view, all instruments referred to in the Title Report as conditions or exceptions to title to the Property. If the Title Report discloses unpermitted exceptions, or if the Plat shows any encroachments which are not acceptable to Purchaser (“Preliminary Title Objections”), then Purchaser shall notify Seller in writing within five (5) days of receipt of the Title Report”. If Purchaser notifies Seller of any Title Objections, Seller shall have thirty (30) dated December 19days from the date of delivery thereof to have said exceptions removed, 2006, covering or to have the Property from First American Title (which company, in its capacity as title insurer hereundercommit to insure against loss or damage that may be caused by such exceptions or encroachments and the closing date shall be delayed, is herein called if necessary, to allow time to have said exceptions waived, and in such case the “Title Company”)Closing Date shall be reasonably extended to allow Seller sufficient time to cure such matters. If Buyer delivers Seller fails, or elects not, to cure such Title Objections within the Go Hard Notice on specified time, Purchaser may, by written notice to Seller within five (5) days after expiration of such period (or before Seller’s earlier notification to Purchaser that the end of Title Objections will not be cured by Seller), terminate this Agreement or may elect, upon notice to Seller or otherwise elects not to, cure, to take title as it then is and proceed to close the Due Diligence Periodtransaction. If Purchaser does not terminate the Agreement as provided above, Buyer the Purchaser shall be deemed to have approved the typed exceptions elected to accept title shown on Schedule “B” of the Preliminary Title Report as it then is and any items disclosed by any survey (the “Survey”) reviewed by Buyer prior to the expiration of the Due Diligence Period. Approval by Buyer of any additional exceptions (the “Additional Exceptions”) to title or survey matters that are first disclosed to Buyer after the expiration of the Due Diligence Period shall be a condition precedent to Buyer’s obligations to purchase the Property. Unless Buyer gives written notice that it disapproves any such Additional Exceptions, stating the exceptions so disapproved, on or before the date (“Applicable Disapproval Date”) which is ten (10) business days after such Additional Exception is disclosed, Buyer shall be deemed to have approved said Additional Exception. If, for any reason, on or before the applicable Closing Date, Seller does not cause any exceptions to title which Buyer disapproves (to the extent Buyer is permitted hereunder to so disapprove) to be removed at no cost or expense to Buyer (Seller having the right but not the obligation to do so), then a condition to Buyer’s obligation proceed to close the transaction. If Purchaser does elect to terminate this Agreement as provided in this paragraph, this Agreement shall not have been satisfied terminate and be of no further force and effect, and the obligation of Seller Deposit shall then be returned to sell, and Buyer to buy, the Property as herein provided shall terminate (and no party hereto shall have any further obligations in connection herewith except under those provisions that expressly survive a termination of this Agreement). Notwithstanding the foregoing provisions of this Section 4.1.1, Seller shall be obligated to cause the release of any “Seller Encumbrances” (which, as used herein, means any monetary liens created or suffered by Seller, or any lis pendens or judgment liens as a result of Seller’s actions, that encumber the Land and Improvements, other than mechanics liens arising from the failure of Lessee or Buyer to pay its bills). Seller may use the Purchase Price or applicable Installment Purchase Price to effectuate such release concurrently with the applicable ClosingPurchaser.

Title Report. Seller has delivered to Buyer will order a copy of a preliminary title report (“"Preliminary Title Report”") dated December 19, 2006, covering the Property from First American Commonwealth Title Insurance Company (which company, in its capacity as title insurer hereunder, is herein called the “"Title Company”"). In addition, Seller has ordered (and upon receipt shall deliver to Buyer) an update of that certain survey of the Property dated December 10, 1983, and last revised December 19, 1983, prepared by Bxxxxxxxx/Dxxxx/Dxxxx, Inc., 2000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxx 00000, which survey shall be certified to Buyer and Title Company ("Survey"). If Buyer delivers shall deliver the Go Hard Approval Notice on or before the end of the Due Diligence Period, Buyer shall be deemed to have approved the typed exceptions to title shown on Schedule “B” of the Preliminary Title Report and any items the matters disclosed by any survey (on the “Survey”) reviewed by Buyer prior to the expiration of the Due Diligence Period. Approval by Buyer of any additional exceptions (the “Additional Exceptions”) to title or survey matters that are first disclosed to Buyer after the expiration end of the Due Diligence Period shall be a condition precedent to Buyer’s obligations 's obligation to purchase the PropertyProperty (Buyer hereby agreeing that its approval of such additional exceptions to title or survey matters shall not be unreasonably withheld). Unless Buyer gives written notice that it disapproves any such Additional Exceptionsadditional exceptions to title or survey matters, stating the exceptions so disapproved, on or before the date (“Applicable Disapproval Date”) which is ten (10) business sooner to occur of 5 days after such Additional Exception is disclosedreceipt of written notice thereof or the Closing Date, Buyer shall be deemed to have approved said Additional Exception. If, for any reason, on or before the applicable Closing Date, Seller does not cause any exceptions to title which Buyer disapproves (to the extent Buyer is permitted hereunder to so disapprove) to be removed at no cost or expense to Buyer (Seller having the right but not the obligation to do so), then a condition to Buyer’s obligation to close shall not have been satisfied and the obligation of Seller to sell, and Buyer to buy, the Property as herein provided shall terminate (and no party hereto shall have any further obligations in connection herewith except under those provisions that expressly survive a termination of this Agreement). Notwithstanding the foregoing provisions of this Section 4.1.1, Seller shall be obligated to cause the release of any “Seller Encumbrances” (which, as used herein, means any monetary liens created or suffered by Seller, or any lis pendens or judgment liens as a result of Seller’s actions, that encumber the Land and Improvements, other than mechanics liens arising from the failure of Lessee or Buyer to pay its bills). Seller may use the Purchase Price or applicable Installment Purchase Price to effectuate such release concurrently with the applicable Closing.approved

Title Report. Seller has delivered to Buyer a copy of shall cause a preliminary title report (“Preliminary "Title Report”") dated December 19, 2006, covering the Property from First American issued by Chicago Title (which company, Company in its capacity as title insurer hereunder, is herein called the “hereunder ("Title Company”)") to be delivered to Buyer within ten (10) days of the date of this Agreement. If In addition, Seller shall provide Buyer delivers with an updated ALTA Survey ("Updated Survey") of the Go Hard Notice on or before Property which Updated Survey shall be prepared to the end Title Company's standards for an extended coverage ALTA owner's title insurance policy, showing the legal description and boundary lines of, and all Improvements on, the Land, and all easements of record. Unless Buyer shall deliver written notice of disapproval of the Title Report ("Title Objections") prior to the later of (i) expiration of the Due Diligence PeriodPeriod or (ii) ten (10) budiness days after delivery of the Title Report and updated Survey, Buyer shall be deemed to have approved the typed title exceptions to title shown on Schedule “B” of the Preliminary Title Report and any items disclosed by any survey (the “Title Report, and Updated Survey”) reviewed by Buyer prior to the expiration of the Due Diligence Period. Approval by Buyer of any additional exceptions (the “Additional Exceptions”) to title or survey matters that are first which may be disclosed to Buyer by the Title Company after the expiration Buyer's receipt of the Due Diligence Period Title Report or Updated Survey shall be a further condition precedent to Buyer’s obligations 's obligation to purchase the Property. Unless If any such additional exceptions to title or survey matters are disclosed, then unless Buyer gives written notice that it disapproves any such Additional Exceptionsadditional exceptions to title or survey matters, stating the additional exceptions or survey matters so disapproved, on or before the date (“Applicable Disapproval Date”) which is sooner to occur of the Closing Date or ten (10) business days after receipt of written notice of such Additional Exception is disclosedadditional exceptions or survey matters, Buyer shall be deemed to have approved disapproved said Additional Exceptionadditional title exceptions or survey matters. If, for any reason, on or before the applicable Closing Date, Date Seller does not cause any exceptions to title or survey matters which Buyer disapproves (to the extent Buyer is permitted hereunder to so disapprove) to be removed at no cost or expense to Buyer, or Buyer (Seller having does not waive such disapproved exceptions or survey matters on or before the right but not the obligation to do so)Closing Date, then a condition to Buyer’s obligation to close this Agreement shall not have been satisfied and the obligation of Seller to sell, and Buyer to buy, the Property as herein provided shall terminate (and no party hereto shall have any further obligations in connection herewith except under those provisions that expressly survive a termination of this Agreement)terminate. Notwithstanding anything to the foregoing provisions of this Section 4.1.1contrary contained herein, Seller shall be obligated to remove (or cause the release of Title Company to insure over) any “encumbrances securing any mortgage loan obtained by Seller Encumbrances” (which, as used herein, means and any monetary mechanics' liens created or suffered for work performed by Seller, or any lis pendens or judgment liens as a result of Seller’s actions, that encumber Seller at the Land and Improvements, other than mechanics liens arising from Property prior to the failure of Lessee or Buyer to pay its bills). Seller may use the Purchase Price or applicable Installment Purchase Price to effectuate such release concurrently with the applicable Closing.

Title Report. Seller has (i) The CalTwin Parties have ordered (and upon receipt shall cause to be delivered to Buyer Arden) a CLTA Preliminary Title Report covering the Real Property and the Improvements, which may state that it is subject to any matter that would be disclosed by a survey (the "Preliminary Title Report"), issued by Commonwealth Land Title Company ("Title Company"), together with true copies of all documents evidencing matters of record shown as exceptions to title thereon. The CalTwin Parties have delivered to Arden a copy of a preliminary title report (“Preliminary Title Report”) dated December 19, 2006, covering that certain survey of the Property from First American Title dated May 6, 1996 prepared by Sixxxxx-Xxxxxx-Xxx Xxxxxx (which company, in its capacity as title insurer hereunder, is herein called the “Title Company”"Survey"). If Buyer delivers Arden shall desire to update such Survey, Arden shall cause the Go Hard Notice on or same to be so updated at Arden's sole cost and expense before the end Approval Date (and upon receipt shall deliver a copy of the Due Diligence Period, Buyer updated Survey to the CalTwin Parties). Arden shall be deemed have the right to have approved the typed object to any exceptions to title shown on Schedule “B” of contained in the Preliminary Title Report and any items disclosed or the Survey (or updated Survey) by any survey (the “Survey”) reviewed by Buyer prior giving notice to the expiration CalTwin Parties by the Approval Date. Notwithstanding any of the Due Diligence Period. Approval by Buyer foregoing, the CalTwin Parties shall at Closing (but shall not be obligated prior thereto) remove of any additional exceptions record or at the CalTwin Parties' election provide a credit to Arden sufficient to pay off all tax and mechanic's liens (except only for the “Additional Exceptions”) to title or survey matters that are first disclosed to Buyer after the expiration liens of the Due Diligence Period shall taxes and assessments to be a condition precedent to Buyer’s obligations to purchase the Propertyprorated under Paragraph 12(a)(ii)), at its sole cost and expense. Unless Buyer Arden gives written notice that it disapproves any such Additional Exceptionsadditional exceptions to title matters, stating the exceptions so disapproved, on or before by the date (“Applicable Disapproval Approval Date”) which is ten (10) business days after such Additional Exception is disclosed, Buyer Arden shall be deemed to have approved said Additional Exceptionexceptions. IfArden's approval of the Preliminary Title Report shall be without prejudice to Arden's right to disapprove additional survey matters or any supplementary reports issued by Title Company or disclosed after the Approval Date; provided, however, Arden's approval shall not be unreasonably withheld, and, as to survey matters, shall only be applicable if Arden shall have obtained an update of the Survey before the Approval Date. If for any reason, on or before the applicable Closing Date, Seller does Date the CalTwin Parties do not cause any such exceptions to title or survey matters which Buyer Arden timely disapproves (to the extent Buyer Arden is permitted hereunder to so disapprove) to be removed at no cost or expense to Buyer Arden (Seller the CalTwin Parties having the right but not the obligation to do so), then a condition to Buyer’s obligation to close shall not have been satisfied and the obligation of Seller the CalTwin Parties to sellsell and contribute, and Buyer Arden to buyacquire, the Property as herein provided shall terminate (and no party hereto the CalTwin Parties and Arden shall have any no further obligations in connection herewith except under those herewith). Arden shall have the option to waive the condition precedent set forth in this paragraph 4(a) by notice to the CalTwin Parties. In the event of such waiver, such condition shall be deemed satisfied. All matters set forth on the Preliminary Title Report, the Survey or any updated Survey obtained by Arden which are not timely objected to by Arden shall be permitted exceptions to title and shall additionally include (i) any title or survey matters objected to by Arden, which objections are subsequently waived in writing by Arden, and (ii) any title or survey matters objected to by Arden in accordance with the terms and provisions that expressly survive a termination of this Agreement, which objections are cured to Arden's satisfaction, (iii) real estate taxes and assessments not yet due and payable; and (iv) the printed exceptions which appear in the standard form ALTA owner's policy of title insurance (with extended coverage). Notwithstanding the foregoing provisions of this Section 4.1.1, Seller shall be obligated to cause the release of any “Seller Encumbrances” (which, as used herein, means any monetary liens created or suffered by Seller, or any lis pendens or judgment liens as a result of Seller’s actions, that encumber the Land and Improvements, other than mechanics liens arising from the failure of Lessee or Buyer to pay its bills). Seller may use the Purchase Price or applicable Installment Purchase Price to effectuate such release concurrently with the applicable Closing.

Title Report. (i) Seller has ordered (and upon receipt shall cause to be delivered to Purchaser) a CLTA Preliminary Title Report covering the Real Property and the Improvements, which may state that it is subject to any matter that would be disclosed by a survey (the "Preliminary Title Report"), issued by First American Title Company ("Title Company"), together with true copies of all documents evidencing matters of record shown as exceptions to title thereon. Seller has delivered to Buyer Purchaser a copy of a preliminary title report (“Preliminary Title Report”) dated December 19, 2006, covering that certain survey of the Property from First American Title dated March 21, 1996 prepared by Paxxxxx Xssociates (which company, in its capacity as title insurer hereunder, is herein called the “Title Company”"Survey"). If Buyer delivers Purchaser shall desire to update such Survey, Purchaser shall cause the Go Hard Notice on or same to be so updated at Purchaser's sole cost and expense before the end Approval Date (and upon receipt shall deliver a copy of the Due Diligence Period, Buyer updated Survey to Seller). Purchaser shall be deemed have the right to have approved the typed object to any exceptions to title shown on Schedule “B” of contained in the Preliminary Title Report and or the Survey (or updated Survey) by giving notice to Seller by the Approval Date. Notwithstanding any items disclosed by any survey (the “Survey”) reviewed by Buyer prior to the expiration of the Due Diligence Period. Approval by Buyer foregoing, Seller shall at Closing (but shall not be obligated prior thereto) remove of any additional exceptions record (or at Seller's election provide a credit to Purchaser sufficient to pay off) all tax and mechanic's liens (except only for the “Additional Exceptions”) to title or survey matters that are first disclosed to Buyer after the expiration liens of the Due Diligence Period shall taxes and assessments to be a condition precedent to Buyer’s obligations to purchase the Propertyprorated under Paragraph 12(a)(ii)), at its sole cost and expense. Unless Buyer Purchaser gives written notice that it disapproves any such Additional Exceptionsadditional exceptions to title matters, stating the exceptions so disapproved, on or before by the date (“Applicable Disapproval Approval Date”) which is ten (10) business days after such Additional Exception is disclosed, Buyer Purchaser shall be deemed to have approved said Additional Exceptionexceptions. IfPurchaser's approval of the Preliminary Title Report shall be without prejudice to Purchaser's right to disapprove additional survey matters or any supplementary reports issued by Title Company or disclosed after the Approval Date; provided, however, Purchaser's approval shall not be unreasonably withheld, and, as to survey matters, shall only be applicable if Purchaser shall have obtained an update of the Survey before the Approval Date. If for any reason, on or before the applicable Closing Date, Date Seller does not cause any such exceptions to title or survey matters which Buyer Purchaser timely disapproves (to the extent Buyer Purchaser is permitted hereunder to so disapprove) to be removed at no cost or expense to Buyer Purchaser (Seller having the right but not the obligation to do so), then a condition to Buyer’s obligation to close shall not have been satisfied and the obligation of Seller to sell, and Buyer Purchaser to buy, the Property as herein provided shall terminate (and no party hereto Seller and Purchaser shall have any no further obligations in connection herewith except under those herewith). Purchaser shall have the option to waive the condition precedent set forth in this paragraph 4(a) by notice to Seller. In the event of such waiver, such condition shall be deemed satisfied. All matters set forth on the Preliminary Title Report, the Survey or any updated Survey obtained by Purchaser which are not timely objected to by Purchaser shall be permitted exceptions to title and shall additionally include (i) any title or survey matters objected to by Purchaser, which objections are subsequently waived in writing by Purchaser, and (ii) any title or survey matters objected to by Purchaser in accordance with the terms and provisions that expressly survive a termination of this Agreement, which objections are cured to Purchaser's satisfaction, (iii) real estate taxes and assessments not yet due and payable; and (iv) the printed exceptions which appear in the standard form ALTA owner's policy of title insurance (with extended coverage). Notwithstanding the foregoing provisions of this Section 4.1.1, Seller shall be obligated to cause the release of any “Seller Encumbrances” (which, as used herein, means any monetary liens created or suffered by Seller, or any lis pendens or judgment liens as a result of Seller’s actions, that encumber the Land and Improvements, other than mechanics liens arising from the failure of Lessee or Buyer to pay its bills). Seller may use the Purchase Price or applicable Installment Purchase Price to effectuate such release concurrently with the applicable Closing.

Title Report. Seller has delivered to Buyer a copy of a preliminary title report (“Preliminary Title Report”) dated December 19Seller, 2006, covering the Property from First American Title (which company, in its capacity as title insurer hereunder, is herein called the “Title Company”). If Buyer delivers the Go Hard Notice on or before the end of the Due Diligence Period, Buyer shall be deemed to have approved the typed exceptions to title shown on Schedule “B” of the Preliminary Title Report and any items disclosed by any survey (the “Survey”) reviewed by Buyer prior to the expiration of the Due Diligence Period. Approval by Buyer of any additional exceptions (the “Additional Exceptions”) to title or survey matters that are first disclosed to Buyer after the expiration of the Due Diligence Period shall be a condition precedent to Buyer’s obligations to purchase the Property. Unless Buyer gives written notice that it disapproves any such Additional Exceptions, stating the exceptions so disapproved, on or before the date (“Applicable Disapproval Date”) which is ten (10) business days after such Additional Exception is disclosed, Buyer shall be deemed to have approved said Additional Exception. If, for any reason, on or before the applicable Closing Date, Seller does not cause any exceptions to title which Buyer disapproves (to the extent Buyer is permitted hereunder to so disapprove) to be removed at no cost or expense liability to Buyer Purchaser (Seller having except as provided in Paragraph 11 hereof), will provide Purchaser with a commitment for an owner's and lender's policy of title insurance from the right Title Company pursuant to which the Title Company shall agree to insure title to the Premises, in the amount of the purchase price (at a standard rate for such insurance) in the name of Purchaser and Purchaser's lender, after delivery of the Deed, by a standard Owners and Lenders Policy, with the endorsements as reasonable requested by such parties, free and clear of all liens, agreements, matters, and encumbrances other than the Permitted Encumbrances and the Net Lease, and with all survey exceptions deleted, insuring against all mechanics' and laborers' liens and claims on account of any work performed on the Premises through the Closing Date (including, but not limited to, unfiled and inchoate liens and claims) and otherwise in accordance with the obligation to do so), then a condition to Buyer’s obligation to close shall not have been satisfied and the obligation of Seller to sell, and Buyer to buy, the Property as herein provided shall terminate (and no party hereto shall have any further obligations in connection herewith except under those provisions that expressly survive a termination of this Agreement). Notwithstanding the foregoing provisions of this Section 4.1.1Agreement (the Title Policy). The Title Company shall provide affirmative insurance that any restrictive covenants set forth in the Permitted Encumbrances have not been violated, and that any future violation thereof will not result in a forfeiture or reversion of title, shall provide that the exception for taxes shall apply only to the current and subsequent years, shall provide that any exception as to easements not shown by public records shall be either deleted or limited to such matters or conditions as are shown on the Survey. Seller shall be obligated use its best efforts to cause to be furnished to Purchaser true, correct, and legible copies of all instruments referred to in said commitment as conditions or exceptions to title to the release Premises. Purchaser shall have the right to notify Seller of any “matters which render the title uninsurable, and Seller Encumbrances” (whichshall, as used provided herein, means have the opportunity to remove such matters. Nothing herein contained shall be deemed a waiver by Purchaser of any monetary liens created objections or suffered by Seller, exceptions to or any lis pendens or judgment liens as a result of Seller’s actions, that encumber defects in the Land and Improvements, other than mechanics liens arising from the failure of Lessee or Buyer to pay its bills). Seller may use the Purchase Price or applicable Installment Purchase Price to effectuate such release concurrently with the applicable Closingtitle.

Title Report. Seller has delivered to Buyer a copy of a preliminary A Pro forma title report policy no. 6144435 X59 dated February 10, 1997 (“Preliminary Title Report”"Pro Forma") dated December 19, 2006, covering the Property from First American issued by Chicago Title Insurance Company (which such company, in its capacity as title insurer hereunder, is herein called the “"Title Company”)") has been delivered to Buyer and is attached hereto as Exhibit "D". If Buyer delivers the Go Hard Notice on or before the end In addition, Seller has delivered an updated ALTA survey dated as of November 26, 1996 ("Updated Survey") of the Due Diligence Period, Property from Psomas and Associates. Buyer shall be deemed to have has approved the typed exceptions to title shown on Schedule “B” of Title Reporx xxx the Preliminary Title Report and any items disclosed by any survey (Updated Survey with the “Survey”) reviewed by Buyer prior to the expiration of the Due Diligence Periodchanges noted in Exhibit "D" attached hereto. Approval by Buyer of any additional exceptions (the “Additional Exceptions”) to title or survey matters that are first which may be disclosed to Buyer after the expiration date of the Due Diligence Period this Agreement shall be a further condition precedent to Buyer’s obligations 's obligation to purchase the PropertyRights. If any such additional exceptions to title or survey matters are disclosed, Seller shall give Buyer prompt written notice thereof. Unless Buyer gives written notice that it disapproves any such Additional Exceptionsadditional exceptions to title or survey matters, stating the additional exceptions or survey matters so disapproved, on or before the date earlier to occur of the Closing Date (“Applicable Disapproval Date”) which is ten (10) provided Seller has given Buyer 2 business days prior written notice thereof) or 10 days after receipt of Seller's written notice of such Additional Exception is disclosedadditional exceptions or survey matters (together with copies of the underlying documents evidencing the same), Buyer shall be deemed to have approved said Additional Exceptionadditional exceptions or survey matters. If, for any reason, on or before the applicable Closing Date, Date (as defined below) Seller does not cause any exceptions to title or survey matters which Buyer disapproves (to the extent Buyer is permitted hereunder to so disapprove) to be removed at no cost or expense to Buyer (Seller having the right but not the obligation to do so), then a condition to then, at Buyer’s obligation to close 's option (exercised by giving written notice thereof on or before the Closing Date), this Agreement shall not have been satisfied and the obligation of Seller to sell, and Buyer to buy, the Property as herein provided shall terminate (and no party hereto shall have any further obligations in connection herewith except under those provisions that expressly survive a termination of this Agreement)terminate. Notwithstanding anything to the foregoing provisions of this Section 4.1.1contrary contained herein, Seller shall be obligated to remove (or cause the release Title Company to insure over) (i) any mechanics' liens for work performed by or on behalf of WCP at the Property prior to the Closing and (ii) any “Seller Encumbrances” (which, as used herein, means any monetary liens created or suffered by Seller, or any lis pendens tax or judgment liens as against WCP or Seller and any other encumbrances which may be satisfied by the payment of a result of Seller’s actions, that encumber the Land and Improvements, liquidated sum other than mechanics liens arising from the failure of Lessee or Buyer to pay its bills). Seller may use the Purchase Price or applicable Installment Purchase Price to effectuate such release concurrently with the applicable ClosingPrudential Loan.

Title Report. Seller has delivered that certain Commitment for Title Insurance Number 9884-11606 (N80-13610) dated June 24, 1998 (the "Commitment") covering the fee interest of Seller in the Land from Near North National Title Insurance Company. In addition, Seller has delivered to Buyer a copy an updated survey of a preliminary title report (“Preliminary Title Report”) the Property dated December 199, 20061998, covering prepared by Xxxxxxxxxx Associates, Ltd. ("Survey"). Except as specifically set forth in Exhibit "F- 2", Buyer hereby approves the Property from First American Title matters disclosed on the Commitment and the Survey (which company, in its capacity as title insurer hereunder, is such approved matters being herein called the “"Approved Title Company”Matters"). If Buyer delivers the Go Hard Notice on or before the end of the Due Diligence Period, Buyer shall be deemed to have approved the typed exceptions to title shown on Schedule “B” of the Preliminary Title Report and any items disclosed by any survey (the “Survey”) reviewed by Buyer prior to the expiration of the Due Diligence Period. Approval by Buyer of any additional exceptions (the “Additional Exceptions”) to title or survey matters that are first disclosed to Buyer after the expiration of the Due Diligence Period date hereof shall be a condition precedent to Buyer’s obligations 's obligation to purchase the PropertyProperty (and to obtain the other rights contemplated herein). Unless Buyer gives written notice that it disapproves approves any such Additional Exceptionsadditional exceptions to title or survey matters, stating the exceptions so disapproved, on or before the date (“Applicable Disapproval Date”) which is ten (10) business sooner to occur of 10 days after such Additional Exception is disclosedreceipt of written notice thereof or the Closing Date, Buyer shall be deemed to have approved disapproved said Additional Exceptionexceptions. If, for any reason, on or before the applicable Closing Date, Seller does not cause any matters listed on Exhibit "F-2" or any additional exceptions to title or survey matters which Buyer disapproves (to the extent Buyer is permitted hereunder to so disapprove) either to be removed or to obtain a title endorsement (if available) reasonably satisfactory to Buyer insuring over such disapproved matter on or before the Closing Date at no cost or expense to Buyer (Seller having the right but not the obligation to do so), then a condition to Buyer’s obligation to close shall not have been satisfied and the obligation of Seller to sell, and Buyer to buy, the Property as herein provided shall terminate (and no party hereto Seller and Buyer shall have any no further obligations in connection herewith herewith, other than with respect to those matters which survive termination hereunder). Buyer shall have the option to waive the condition precedent set forth in this Paragraph 5A(1) by notice to Seller. In the event of such waiver, such condition shall be deemed satisfied. Notwithstanding the foregoing, Seller shall be obligated to remove (or cause the Title Company to omit) any of the following exceptions: (x) any deed of trust or mortgage against the Property securing financing obtained by Seller; (y) any mechanic's or materialmen's liens based on work performed by or on behalf of Seller, and (z) any tax or judgment liens against Seller (the foregoing obligations being without regard to amounts). Seller shall be entitled to adjourn the Closing for a period not to exceed thirty (30) days in order to eliminate title exceptions disapproved by Buyer. If Seller fails to remove an exception which it is obligated to remove hereunder and which may be satisfied by the payment of a liquidated sum, Buyer may utilize a portion of the Closing Payment to satisfy the same. In addition, if the Commitment disclose judgments, bankruptcies, mortgages, liens or other returns against other persons having names the same or as similar to that of the Seller, Seller shall deliver to Buyer and Title Company at Closing a certificate stating that such judgments, mortgages, bankruptcies, liens or other returns are not against Seller. Seller also shall deliver appropriate certificates respecting mechanic's liens and bills paid by Seller and such additional certificates and documentary evidence reasonably required by the Title Company to eliminate standard exceptions appearing in the Commitment that Buyer is not required to accept (provided the same do not impose material costs, liabilities or obligations upon Seller not otherwise contemplated herein). If Seller is unable after reasonable good faith effort, or is not required to, eliminate a title exceptions or otherwise comply with the requirements set forth herein, Seller shall so notify Buyer, and Buyer as its sole and exclusive remedy, may terminate this Agreement by notice given to Seller, in which event, the Escrow Deposit shall be returned to Buyer and neither party shall have any rights or obligations to the other under this Agreement, except under with respect to those provisions obligations that expressly survive a termination of this Agreement). Notwithstanding the foregoing provisions of this Section 4.1.1, Seller shall be obligated to cause the release of any “Seller Encumbrances” (which, as used herein, means any monetary liens created or suffered by Seller, or any lis pendens or judgment liens as a result of Seller’s actions, that encumber the Land and Improvements, other than mechanics liens arising from the failure of Lessee or Buyer to pay its bills). Seller may use the Purchase Price or applicable Installment Purchase Price to effectuate such release concurrently with the applicable Closing.

Title Report. Within five (5) business days of the Effective Date, Seller has delivered to Buyer a copy of shall provide a preliminary title report for the Property (“Preliminary the "Title Report”") dated December 19, 2006, covering from the Property from First American Title (which company, in its capacity as title insurer hereunder, is herein called the “Title Company”. Within forty-five (45) days after Buyer's receipt of the Title Report, Buyer may disapprove of any exception listed in the Title Report, as updated by survey exceptions based on any ALTA survey obtained by Buyer, by delivering written notice to Seller ("Buyer's Title Notice") specifying each title defect or matter for which Buyer is requesting a cure by Seller ("Title Defect"). If Buyer's failure to deliver Buyer's Title Notice to Seller within the time period specified above shall be a conclusive presumption that Buyer delivers has approved the Go Hard Title Report. Within five (5) business days after receiving Buyer's Title Notice, Seller shall deliver to Buyer written notice ("Seller's Title Notice") of those Title Defects which Seller covenants and agrees to either eliminate or cure by the Closing Date. Seller's failure to deliver Seller's Title Notice on or before to Buyer within the end of the Due Diligence Period, Buyer time period specified above shall be deemed to constitute Seller's election not to eliminate or cure any such Title Defect. If Seller elects (or is deemed to have approved elected) not to eliminate or cure any Title Defects, Buyer shall have the typed exceptions to title shown on Schedule “B” of the Preliminary Title Report and any items disclosed right, by any survey (the “Survey”) reviewed by Buyer prior to the expiration of the Due Diligence Period. Approval by Buyer of any additional exceptions (the “Additional Exceptions”) to title or survey matters that are first disclosed to Buyer after the expiration of the Due Diligence Period shall be a condition precedent to Buyer’s obligations to purchase the Property. Unless Buyer gives written notice that it disapproves any such Additional Exceptions, stating the exceptions so disapproved, on or before the date (“Applicable Disapproval Date”) which is delivered to Seller within ten (10) business days after receipt of Seller's Title Notice or within ten (10) business days after the expiration of the time period during which Seller is entitled to deliver Seller's Title Notice, whichever occurs first, to either: (i) waive in writing its prior notice as to the Title Defects which Seller has elected not to cure or (ii) terminate this Agreement in writing as provided later in this section. Buyer's failure to deliver written notice or termination or waiver, as applicable, within such Additional Exception is disclosed, Buyer ten (10) business day period shall be a conclusive presumption that Buyer has approved the Title Documents and this Agreement shall remain in full force and effect. All title and survey matters approved or deemed approved by Buyer are hereinafter referred to have approved said Additional Exception. Ifas "Permitted Exceptions", except that in no event shall any deed of trust, mortgage, judgement lien, mechanics lien, lien for any reason, on delinquent taxes or before the applicable Closing Date, Seller does other monetary lien (except for liens for prorated assessments not cause any exceptions to title which Buyer disapproves yet payable) constitute a Permitted Exception (to the extent Buyer is permitted hereunder to so disapprove) to be removed at no cost or expense to Buyer (Seller having the right but not the obligation to do so), then a condition to Buyer’s obligation to close shall not have been satisfied and the obligation obligations secured by any such deed of Seller to sell, and Buyer to buy, the Property as herein provided shall terminate (and no party hereto shall have any further obligations in connection herewith except under those provisions that expressly survive a termination of this Agreement). Notwithstanding the foregoing provisions of this Section 4.1.1, Seller trust or other lien shall be obligated to cause paid at closing by the release Title Company as escrow holder from proceeds of any “Seller Encumbrances” (which, as used herein, means any monetary liens created or suffered by Seller, or any lis pendens or judgment liens as a result of Seller’s actions, that encumber the Land and Improvements, other than mechanics liens arising from the failure of Lessee or Buyer to pay its billssale). Seller may use the Purchase Price or applicable Installment Purchase Price to effectuate such release concurrently with the applicable Closing.

Title Report. Within three (3) business days after the Execution Date, Seller has delivered shall deliver to Buyer a copy of a preliminary title report (“Preliminary Title Report”) dated December 19, 2006, covering the Property from prepared by First American Title Company (which company, in its capacity as title insurer hereunder, is herein called the “Title Company”) with respect to the Property (the “Title Report”), together with complete copies of all exceptions set forth therein. Buyer shall have until 5:00 p.m. (Pacific Time) on the date which is ten (10) days after receipt of the Title Report (or the next business day if such date falls on a weekend or holiday) to notify Seller and the Escrow Agent, in writing, of Buyer’s disapproval of any exceptions or items shown thereon and to obtain, at Buyer’s sole cost, the commitment of the Title Company to issue the Title Policy (as defined in Section 5.5 below), including such endorsements as Buyer may reasonably request. If Buyer delivers does not give Seller written notice of disapproval of any of the Go Hard Notice on or before foregoing items within the prescribed time, the Title Report and the supporting documents shall be deemed approved (and all exceptions therein shall be deemed “Permitted Exceptions” and this condition shall be deemed satisfied); provided, however, Buyer may at any time during the foregoing ten (10) day period object to any title matters affecting the Property. Within five (5) days of receipt of Buyer’s notice of disapproval of any of the foregoing items, Seller shall notify Buyer whether Seller is willing to remove any such item which Buyer has disapproved. If Seller does not give Buyer written notice within the prescribed period of time, Seller shall be deemed to have elected not to remove any such item which Buyer has disapproved. If there are exceptions which Buyer has disapproved and which Seller is not willing to remove at Seller’s expense, Buyer shall have until the end of the Due Diligence PeriodPeriod (or such five (5) day period for Seller’s response, whichever is later) to notify Seller in writing of Buyer’s election to either (a) waive its disapproval and approve such exceptions, or (b) terminate this Agreement and receive a refund of the Deposit. If Buyer elects to waive its disapproval and approve any such exceptions, or if Buyer does not expressly elect to terminate by timely delivery of a Termination Notice, such exceptions then shall be deemed to have approved become Permitted Exceptions at the typed exceptions to title shown on Schedule “B” of the Preliminary Title Report and any items disclosed by any survey (the “Survey”) reviewed by Buyer prior to the expiration of the Due Diligence Period. Approval by Buyer of any additional exceptions (the “Additional Exceptions”) to title or survey matters that are first disclosed to Buyer after the expiration of the Due Diligence Period shall be a condition precedent to Buyer’s obligations to purchase the Property. Unless Buyer gives written notice that it disapproves any such Additional Exceptions, stating the exceptions so disapproved, on or before the date (“Applicable Disapproval Date”) which is ten (10) business days after such Additional Exception is disclosed, Buyer shall be deemed to have approved said Additional Exception. If, for any reason, on or before the applicable Closing Date, Seller does not cause any exceptions to title which Buyer disapproves (to the extent Buyer is permitted hereunder to so disapprove) to be removed at no cost or expense to Buyer (Seller having the right but not the obligation to do so), then a condition to Buyer’s obligation to close shall not have been satisfied and the obligation of Seller to sell, and Buyer to buy, the Property as herein provided shall terminate (and no party hereto shall have any further obligations in connection herewith except under those provisions that expressly survive a termination of this Agreement). Notwithstanding the foregoing provisions of this Section 4.1.1, Seller shall be obligated to cause the release of any “Seller Encumbrances” (which, as used herein, means any monetary liens created or suffered by Seller, or any lis pendens or judgment liens as a result of Seller’s actions, that encumber the Land and Improvements, other than mechanics liens arising from the failure of Lessee or Buyer to pay its bills). Seller may use the Purchase Price or applicable Installment Purchase Price to effectuate such release concurrently with the applicable Closing.

Title Report. Seller At Purchaser's sole cost, Purchaser has delivered to Buyer a copy of a preliminary obtained commitments for ALTA extended coverage owner's title report insurance policies (“Preliminary the "Title Report”Reports") dated December 19, 2006, covering issued by Fidelity National Title Insurance Company (the Property from First American Title (which company, in its capacity as title insurer hereunder, is herein called the “"Title Company”)") with respect to each Property. If Buyer delivers the Go Hard Notice on or before Purchaser shall have until the end of the Due Diligence PeriodReview Period in which to notify Sellers in writing of Purchaser's disapproval of exceptions shown in the Title Reports or disclosed by the Updated Surveys (as defined below). Those exceptions shown on the Title Reports and the Updated Surveys and not objected to by Purchaser shall become the "Permitted Exceptions", Buyer except for Liquidated Items (as hereinafter defined) which shall be deemed objected to have approved the typed by Purchaser. Sellers shall notify Purchaser within five (5) days of such notice of disapproval whether Sellers will eliminate any such disapproved exceptions. If Sellers choose not to eliminate such exceptions or fail to title shown respond to such notice, Purchaser may (a) terminate this Agreement by giving written notice to Sellers on Schedule “B” or before that date that is five (5) days after Purchaser's receipt of the Preliminary Title Report and Sellers' notice of its election not to eliminate any items disclosed by any survey disapproved exception (the “Survey”or five (5) reviewed by Buyer prior to days following the expiration of such five (5)-day period if Sellers fail to respond to such notice of disapproval), whereupon the Due Diligence Period. Approval by Buyer of any additional exceptions (the “Additional Exceptions”) to title or survey matters that are first disclosed to Buyer after the expiration of the Due Diligence Period Deposit shall be a condition precedent returned to Buyer’s obligations Purchaser, and, except for the Post-Termination Obligations referred to purchase the Property. Unless Buyer gives written notice that it disapproves any such Additional Exceptionsin Section 12.1 below, stating the exceptions so disapproved, on or before the date (“Applicable Disapproval Date”) which is ten (10) business days after such Additional Exception is disclosed, Buyer shall be deemed to have approved said Additional Exception. If, for any reason, on or before the applicable Closing Date, Seller does not cause any exceptions to title which Buyer disapproves (to the extent Buyer is permitted hereunder to so disapprove) to be removed at no cost or expense to Buyer (Seller having the right but not the obligation to do so), then a condition to Buyer’s obligation to close shall not have been satisfied and the obligation of Seller to sell, and Buyer to buy, the Property as herein provided shall terminate (and no neither party hereto shall have any further obligations in connection herewith except under those provisions that expressly survive a termination to the other by virtue of this Agreement)Agreement or (b) agree that title to the Properties may remain as disclosed by the Title Reports and the Updated Surveys (subject to the cure by Sellers of any exceptions Sellers have agreed to cure) and close this transaction. Notwithstanding anything contained herein to the foregoing provisions of this Section 4.1.1contrary, Seller Sellers shall be obligated to cause cure and remove (or procure title insurance over in form reasonably acceptable to Purchaser) all of the release following classes of title defects, liens or encumbrances ("Liquidated Items"), if any: (i) the liens of any “mortgage, trust deed or deed of trust evidencing an indebtedness owed by either Seller; (ii) tax liens for delinquent ad valorem real estate taxes; (iii) mechanics liens pursuant to a written agreement either between (x) the claimant (the "Contract Claimant") and either Seller Encumbrances” or its employees, officers or managing agents (whichthe "Seller Parties") or (y) the Contract Claimant and any other contractor, as used hereinmaterialman or supplier with which a Seller or its Seller Parties have a written agreement; (iv) broker's liens claimed by, means through or under either Seller or their respective Seller Parties; and (v) judgment liens against Seller. If Sellers fail to cure and remove any monetary liens created or suffered Liquidated Items, Purchaser may elect to: (i) terminate this Agreement by written notice to Seller, whereupon the Deposit shall be returned to Purchaser, and, except for the Post-Termination Obligations referred to in Section 12.1 below, neither party shall have any obligations to the other by virtue of this Agreement; or any lis pendens or judgment liens as a result of Seller’s actions, that encumber the Land (ii) proceed to Closing and Improvements, other than mechanics liens arising deduct from the failure of Lessee or Buyer to pay its bills). Seller may use the Purchase Price or applicable Installment Purchase Price the amount necessary to effectuate such release concurrently with the applicable Closingcure and remove any Liquidated Items.

Title Report. Seller has delivered to Buyer Upon the execution hereof by Purchaser and Seller, Purchaser shall order a copy of a preliminary title report commitment (“Preliminary Title Report”) dated December 19, 2006, covering the Property from First American Title (which company, in its capacity as title insurer hereunder, is herein called the “Title Commitment”) with respect to the Premises from the Title Company”). If Buyer delivers the Go Hard Notice on or before the end of the Due Diligence Period, Buyer shall be deemed to have approved the typed exceptions to together with all title shown on Schedule “B” of the Preliminary Title Report exception documents referenced therein, and, at Purchaser’s option and any items disclosed by any sole cost and expense, a survey (the “Survey”) reviewed by Buyer prior of the Premises, for delivery to Purchaser’s counsel and Seller’s counsel. To the expiration extent the Title Commitment or the Survey discloses matters not included in Exhibit B, Purchaser shall have until the end of the Due Diligence PeriodDeadline within which to object in writing to the substantive matters reflected therein. Approval All such items not objected to by Buyer Purchaser shall thereafter be deemed included in the definition of “Permitted Exceptions.” Seller shall, within five business days following the receipt by Seller of such objection by Purchaser, inform Purchaser whether or not Seller shall undertake to remove or cure the matter or matters objected to by Purchaser. If Seller undertakes to remove or cure such matters, Seller shall proceed with all diligence to do so, and the parties shall proceed toward Closing, with the Closing Date being extended for such a reasonable time as may be necessary to remove or cure those matters to which Purchaser has objected, but in no event shall any additional exceptions (extension be more than 30 days without the “Additional Exceptions”) written consent of both parties. If Seller is unwilling or unable to title remove or survey cure some or all of those matters that are first disclosed to Buyer after the expiration which Purchaser has objected, then within five business days of the Due Diligence Period shall be a condition precedent to Buyer’s obligations to purchase the Property. Unless Buyer gives written receiving notice that it disapproves any Seller is either unwilling or unable to so remove or cure: (a) Purchaser may waive its objection to those matters not removed or cured (whereby such Additional Exceptions, stating the exceptions so disapproved, on or before the date (“Applicable Disapproval Date”) which is ten (10) business days after such Additional Exception is disclosed, Buyer matters shall be deemed to have approved said Additional Exceptionbe included within the definition of Permitted Exceptions) and proceed to Closing; or (b) if such matter has a material and adverse affect on the Premises or Purchaser’s intended use thereof, Purchaser may terminate this Agreement, and the Exxxxxx Money shall promptly be returned to Purchaser, and any Reports, information and documents supplied by Seller to Purchaser shall promptly be returned to Seller, and Seller and Purchaser shall be relieved and discharged of any further liability or obligation under this Agreement except for those obligations which specifically survive the Closing or termination of this Agreement as set forth in this Agreement. If, for any reason, on Purchaser’s failure to timely elect option (a) or before the applicable Closing Date, Seller does not cause any exceptions to title which Buyer disapproves (b) above shall be deemed Purchaser’s election of option (a) above. Notwithstanding anything herein to the extent Buyer is permitted hereunder to so disapprove) to be removed at no cost or expense to Buyer (Seller having contrary, the right but not the obligation to do so), then a condition to Buyer’s obligation to close shall not have been satisfied and the obligation failure of Seller to sellremove all title matters related to any bond / tax exempt financing, and Buyer to buyincluding but not limited to, any affordable housing restrictions on the Property as herein provided shall terminate (and no party hereto shall have any further obligations in connection herewith except under those provisions that expressly survive a termination of this Agreement). Notwithstanding the foregoing provisions of this Section 4.1.1, Seller Premises shall be obligated a default hereunder, entitling Purchaser to cause the release of any “Seller Encumbrances” (which, as used all remedies set forth in Section 13 herein, means any monetary liens created or suffered by Seller, or any lis pendens or judgment liens as a result of Seller’s actions, that encumber the Land and Improvements, other than mechanics liens arising from the failure of Lessee or Buyer to pay its bills). Seller may use the Purchase Price or applicable Installment Purchase Price to effectuate such release concurrently with the applicable Closing.

Title Report. Seller has delivered to Buyer a copy commitment for an ALTA Form B Owner's Policy of a preliminary title report Title Insurance (“Preliminary Title Report”"TITLE COMMITMENT") dated December 19, 2006, covering the Property from First American Chicago Title Insurance Company (which company, in its capacity as title insurer hereunder, is herein called the “"TITLE COMPANY"). In addition, Seller has also delivered to Buyer a survey of the Property dated November 21, 1997, prepared by Lxx- Xxxxxx & Associates, P.C., ("SURVEY"). The Survey shall (i) be certified to Buyer, the Title Company”, Wxxxx Fargo Bank, National Association, (ii) be prepared in accordance with the most recent "Minimum Standard Detail Requirements for Land Title Surveys" jointly established by ALTA and ACSM, and (iii) meet the requirements of an urban survey, including all Table A matters (except item 5). Buyer shall have until the expiration of the Due Diligence Period, to deliver to Seller written notice (an "INITIAL TITLE OBJECTION NOTICE") of Buyer's disapproval or any matter, exception, defect or condition relating to the Title Commitment or the Survey. If Buyer delivers shall deliver the Go Hard Approval Notice on or before the end of the Due Diligence Period, Buyer shall be deemed to have approved the typed exceptions to title shown on Schedule “B” of the Preliminary Title Report Commitment and any items the matters disclosed by any survey on the Survey (except for those to which Buyer has objected in the “Survey”) reviewed by Buyer prior to the expiration of the Due Diligence PeriodInitial Title Objection Notice). Approval by Buyer of any additional exceptions (the “Additional Exceptions”) to title or survey matters that are first disclosed to Buyer after the expiration end of the Due Diligence Period shall be a condition precedent to Buyer’s obligations 's obligation to purchase the PropertyProperty (Buyer hereby agreeing that its approval of such additional exceptions to title or survey matters which are of a minor nature shall not be unreasonably withheld but otherwise shall be given or withheld in its sole and absolute discretion). Unless Buyer gives written notice (an "ADDITIONAL TITLE OBJECTION NOTICE") that it disapproves any such Additional Exceptionsadditional exceptions to title or survey matters, stating the exceptions so disapproved, on or before the date sooner to occur of (“Applicable Disapproval Date”x) which is ten the Closing Date or (10y) 5 business days after receipt of (1) written notice thereof, and (2) a copy of all of the documents underlying such Additional Exception is disclosedadditional title or survey matters, Buyer shall be deemed to have approved said Additional Exceptionadditional exceptions. If, for any reason, on or before the applicable Closing Date, Seller does not cause any exceptions to title or survey matters which Buyer disapproves (to the extent Buyer is permitted hereunder to so disapprove) in either an Initial Title Objection Notice or an Additional Title Objection Notice either to be removed or to obtain a title endorsement (if available) acceptable to Buyer in Buyer's reasonable discretion insuring over such disapproved matter on or before the Closing Date at no cost or expense to Buyer (Seller having the right but not the obligation to do so), then a condition Buyer shall have the right to Buyer’s obligation either (a) terminate this Agreement by delivery of written notice of termination on or before the Closing Date, or (b) elect to close shall not have been satisfied and the obligation of Seller accept title to sell, and Buyer to buy, the Property as herein provided shall terminate it then is with the right to deduct from the Purchase Price a credit equal to (and no party hereto shall have any further obligations in connection herewith except under those provisions that expressly survive a termination 1) mortgages or deeds of this Agreement). Notwithstanding the foregoing provisions of this Section 4.1.1, Seller shall be obligated to cause the release of any “Seller Encumbrances” (which, as used herein, means any monetary liens created trust entered into or suffered assumed by Seller, (2) mechanic's liens for work performed by or any lis pendens on behalf of Seller, (3) income tax or judgment liens as a result of against Seller’s actions, that encumber to the Land and Improvements, other than mechanics liens arising from the failure of Lessee extent not otherwise paid or Buyer to pay its bills). Seller may use the Purchase Price or applicable Installment Purchase Price to effectuate such release concurrently satisfied in conjunction with the applicable Closing, and (4) real property taxes for tax years prior to the current tax year.

Title Report. Within five (5) business days after the Effective Date Seller has delivered shall cause the Title Company to deliver to Buyer (1) a copy of a preliminary title report (“Preliminary Title Report”) dated December 19, 2006, insurance commitment covering the Property from First American Title (which company, in its capacity as title insurer hereunder, is herein called the “Title Company”; and (2) copies of the documents evidencing the exceptions to title stated therein (collectively, the "Title Report"). If Buyer delivers shall order, and, upon its receipt, Buyer will deliver to Seller either an update of the Go Hard Notice survey previously delivered to Buyer by Seller, or a new survey (collectively, the "Survey") of the Property. Unless Buyer gives written notice ("Title Disapproval Notice") that it disapproves the exceptions to title shown on the Title Report or before the end matters disclosed by the Survey, stating the exceptions so disapproved, within ten (10) days of Buyer's receipt of both the Title Report and the Survey, but in no event later than the expiration of the Due Diligence Period, Buyer shall be conclusively deemed to have approved the typed Survey and the exceptions listed in the Title Report. Seller shall provide notice to title shown on Schedule “B” of the Preliminary Title Report and any items disclosed by any survey Buyer, not later than seven (the “Survey”7) reviewed by Buyer prior to the expiration of the Due Diligence Period. Approval by Buyer days after its receipt of any additional exceptions (the “Additional Exceptions”) to title Title Disapproval Notice indicating whether or survey matters that are first disclosed to Buyer after the expiration of the Due Diligence Period shall be a condition precedent to Buyer’s obligations to purchase the Property. Unless Buyer gives written notice that it disapproves any such Additional Exceptions, stating the exceptions so disapprovednot, on or before the date (“Applicable Disapproval Date”) which is ten (10) business days after such Additional Exception is disclosed, Buyer shall be deemed to have approved said Additional Exception. If, for any reason, on or before the applicable Closing Date, Seller does not will (i) remove any such disapproved exceptions or cause any the Title Company to issue an endorsement affirmatively insuring against such exceptions or matters in a form reasonably acceptable to title which Buyer disapproves (to the extent Buyer is permitted hereunder to so disapprove) to be removed at no cost or expense to Buyer (other than instruments executed by Seller having which secure monetary obligations not to exceed the right but not current balance of the obligation to do so)Loan plus accrued interest, then a condition to Buyer’s obligation to close shall not have been satisfied and any mechanic's liens affecting the obligation of Seller to sellProperty, and Buyer to buyany real property taxes which will be past due as of the Closing Date, the Property as herein provided shall terminate (and no party hereto shall have any further obligations in connection herewith except under those provisions that expressly survive a termination all of this Agreement). Notwithstanding the foregoing provisions of this Section 4.1.1, which Seller shall be obligated to remove or cause the release Title Company to insure over), and (ii) correct any disapproved Survey matter. If Seller has provided notice to Buyer that Seller will not remove or cause the Title Company to insure over any such disapproved exception, or correct any disapproved Survey matter, then, Buyer will have the right, which it may elect in writing at any time during the seven (7) day period following delivery of Seller's notice to Buyer, either to waive Buyer's objection to such disapproved exception or Survey matter, or to terminate this Agreement. In the event of any “Seller Encumbrances” (whichsuch termination, as used herein, means any monetary liens created or suffered the Deposit shall be promptly delivered by Seller, or any lis pendens or judgment liens as a result of Seller’s actions, that encumber the Land and Improvements, other than mechanics liens arising from the failure of Lessee or Buyer Title Company to pay its bills). Seller may use the Purchase Price or applicable Installment Purchase Price to effectuate such release concurrently with the applicable ClosingBuyer.

Title Report. Seller has delivered to Buyer a copy of a preliminary commitment for title report insurance dated May 7, 1999 (“Preliminary Title Report”the "Commitment") dated December 19, 2006, covering Seller's fee interest in the Property from First American Chicago Title Insurance Company (which company, in its capacity as title insurer hereunder, is herein called the “"Title Company”") and copies of all documents listed as exceptions to title in the Commitment. In addition, Seller has delivered to Buyer a current survey of the Property dated December 11, 1998 which shall be certified (and, if necessary, recertified prior to Closing) to Buyer, Title Company, Lincoln National (or such other lender as Buyer may elect) as having been made as an urban survey in accordance with the Minimum Standard Detail Requirements for ALTA/ASCM Land Title Surveys, as adopted by the American Land Title Association and the American Congress on Surveying and Mapping, 1992, including, without limitation, all items (except for items 5 and 12) in Table A thereof (the "Survey"). If The Survey shall include a certification by the surveyor that the Property is not located in a flood plain or special flood hazard zone and contains no wetland. Buyer delivers agrees that, subject to the Go Hard Notice recertification requirement, the Survey satisfies the foregoing requirements. Except for the exceptions and survey defects listed or described on or before Exhibit "M" attached hereto (the end of the Due Diligence Period"Survey and Title Defects"), Buyer shall be deemed to have has approved the typed exceptions to title shown on Schedule “B” of the Preliminary Title Report Commitment and any items the matters disclosed by any survey (on the “Survey”) reviewed by Buyer prior to the expiration of the Due Diligence Period. Approval by Buyer of any additional exceptions (the “Additional Exceptions”) to title or survey matters that are first disclosed to Buyer after the expiration of the Due Diligence Period Effective Date shall be a condition precedent to Buyer’s obligations 's obligation to purchase the PropertyProperty (and to obtain the other rights contemplated herein), Buyer hereby agreeing that its approval of such additional exceptions to title or survey matters shall not be unreasonably withheld. Unless Buyer gives written notice that it disapproves any such Additional Exceptionsadditional exceptions to title or survey matters, stating the exceptions so disapproved, on or before the date (“Applicable Disapproval Date”) which is ten (10) business sooner to occur of 10 days after such Additional Exception is disclosedreceipt of written notice thereof or the Closing Date, Buyer shall be deemed to have approved said Additional Exceptionexceptions. If, for any reason, on or before the applicable Closing Date, Seller does not cause the Survey and Title Defects and any other exceptions to title or survey matters disclosed after the Effective Date which Buyer disapproves (to the extent Buyer is permitted hereunder to so disapprove) either to be removed or to obtain a title endorsement (if available) reasonably satisfactory to Buyer insuring over such disapproved matter on or before the Closing Date at no cost or expense to Buyer (Seller having the right but not the obligation to do so), then a condition to Buyer’s obligation to close shall not have been satisfied and the obligation of Seller to sell, and Buyer to buy, the Property (and to transfer the other rights contemplated herein) as herein provided shall terminate (and no party hereto Seller and Buyer shall have any no further obligations in connection herewith herewith). Buyer shall have the option to waive the condition precedent set forth in this Paragraph 5A(1) by notice to Seller. In the event of such waiver, such condition shall be deemed satisfied. Notwithstanding the foregoing, Seller shall be obligated to remove (or cause the Title Company to omit) any of the following exceptions: (x) any deed of trust or mortgage against the Property securing financing obtained by Seller (except for the Lincoln National Mortgage in the event of the Lincoln National Loan Assumption); (y) any mechanic's or materialmen's liens based on work performed by or on behalf of Seller, and (z) any tax or judgment liens against Seller (the foregoing obligations being without regard to amounts). Seller shall be entitled to adjourn the Closing for a period not to exceed thirty (30) days in order to eliminate the Survey and Title Defects and other title exceptions disapproved by Buyer. In addition, if the Commitment discloses judgments, bankruptcies, mortgages, liens or other returns against other persons having names the same or as similar to that of the Seller, Seller shall deliver to Buyer and Title Company at Closing a certificate stating that such judgments, mortgages, bankruptcies, liens or other returns are not against Seller. Seller also shall deliver appropriate certificates respecting mechanic's liens and bills paid by Seller and such additional certificates and documentary evidence reasonably required by the Title Company to eliminate standard exceptions appearing in the Title Report that Buyer is not required to accept (provided the same do not impose material costs, liabilities or obligations upon Seller not otherwise contemplated herein). If Seller is unable after reasonable good faith effort, or is not required to, eliminate a title exceptions or otherwise comply with the requirements set forth herein, Seller shall so notify Buyer, and Buyer as its sole and exclusive remedy, may terminate this Agreement by notice given to Seller, in which event, neither party shall have any rights or obligations to the other under this Agreement, except with respect to those provisions obligations that expressly survive a termination of this Agreement). Notwithstanding , and the foregoing provisions of this Section 4.1.1, Seller Escrow Deposit shall be obligated refunded to cause the release of any “Seller Encumbrances” (which, as used herein, means any monetary liens created or suffered by Seller, or any lis pendens or judgment liens as a result of Seller’s actions, that encumber the Land and Improvements, other than mechanics liens arising from the failure of Lessee or Buyer to pay its bills). Seller may use the Purchase Price or applicable Installment Purchase Price to effectuate such release concurrently with the applicable ClosingBuyer.

Title Report. Seller has delivered to At any time after the Agreement Date, Buyer may order, from a copy of a preliminary title report (“Preliminary Title Report”) dated December 19, 2006, covering the Property from First American Title (which companycompany chosen by Buyer, in its capacity as title insurer hereunder, is herein called sole discretion (the “Title Company”), a title insurance commitment for one, some or all of the Properties (each, a “Title Report” and, collectively, the “Title Reports). If To facilitate obtaining the Title Reports, promptly after the Agreement Date, Seller shall provide Buyer delivers with copies of the Go Hard Notice on most recent Owner’s title policies for the Properties, to the extent in Seller’s custody or before control. The Title Reports shall disclose all matters of record and other matters of which the end Title Company has knowledge which relate to the title of each of the Properties and shall detail the Title Company’s requirements for issuing Title Policies for such Properties at the Closing. Buyer shall also have the right to order and obtain, at its expense, one or more new surveys or one or more updates update of any of the Partnerships’ existing surveys, if any, for the Properties. Buyer shall, as part of its Inspections during the Due Diligence Period, review and examine such exceptions and any others matters regarding title to the Properties that Buyer, in its sole discretion, deems necessary. Prior to expiration of the Due Diligence Period, Buyer shall be deemed to have approved the typed exceptions to title shown on Schedule “B” notify Seller of the Preliminary Title Report exceptions and any items disclosed by any survey other title matters for each Property which are unsatisfactory to Buyer (the “SurveyTitle Objections”) reviewed by Buyer prior to the expiration of the Due Diligence Period). Approval by Buyer of any additional exceptions (the “Additional Exceptions”) to title or survey matters that are first disclosed to Buyer after the expiration of the Due Diligence Period Seller shall be a condition precedent to Buyer’s obligations to purchase the Property. Unless Buyer gives written notice that it disapproves any such Additional Exceptions, stating the exceptions so disapproved, on or before the date (“Applicable Disapproval Date”) which is then have ten (10) business days after receipt from Buyer of the Title Objections to a Property to terminate this Agreement only as to the sale and purchase of the Interest in the Partnership that owns such Additional Exception is disclosedProperty, by providing notice of such termination to Buyer no later than the expiration of such ten (10) day period. If Seller so terminates this Agreement as to such Interest, this Agreement shall become null and void and of no further force or effect as to such Interest, the Escrow Agent shall return such portion of the Deposit allocable to such Interest to the Buyer and this Agreement shall remain in full force and effect with regard to sale and purchase of all the remaining Interests. If Seller does not so terminate this Agreement as to the sale and purchase of the Interest in the Partnership that owns a Property within such ten (10) day period, Seller’s shall be deemed to have approved said Additional Exception. Ifwaived such right to terminate the Agreement as to such Interest and to have agreed to cure, for any reasonremove and/or satisfy and shall cure, remove, discharge and/or satisfy to the reasonable satisfaction of Buyer on or before the applicable Closing Date, Seller does all the Title Objections to such Property including, but not cause any exceptions limited to title which Buyer disapproves liens securing financing (to except for the extent Buyer is permitted hereunder to so disapprove) to be removed at no cost or expense Partnership Debt Documents and Assistance Documents acceptable to Buyer (Seller having the right but not the obligation to do sowhich encumber such Property), then a condition to Buyer’s obligation to close shall not have been satisfied mechanics’ liens, judgments and the obligation of Seller to selldelinquent taxes, assessments, sewer charges and Buyer to buy, the Property as herein provided shall terminate (and no party hereto shall have any further obligations in connection herewith except under those provisions that expressly survive a termination of this Agreement). Notwithstanding the foregoing provisions of this Section 4.1.1, Seller shall be obligated to cause the release of any “Seller Encumbrances” (which, as used herein, means any monetary liens created or suffered by Seller, or any lis pendens or judgment liens as a result of Seller’s actions, that encumber the Land and Improvements, other than mechanics liens arising from the failure of Lessee or Buyer to pay its bills). Seller may use the Purchase Price or applicable Installment Purchase Price to effectuate such release concurrently with the applicable Closingwater charges.

Title Report. Seller has delivered to Buyer a copy of a preliminary title report (“Preliminary Title Report”) dated December 19Seller, 2006, covering the Property from First American Title (which company, in its capacity as title insurer hereunder, is herein called the “Title Company”). If Buyer delivers the Go Hard Notice on or before the end of the Due Diligence Period, Buyer shall be deemed to have approved the typed exceptions to title shown on Schedule “B” of the Preliminary Title Report and any items disclosed by any survey (the “Survey”) reviewed by Buyer prior to the expiration of the Due Diligence Period. Approval by Buyer of any additional exceptions (the “Additional Exceptions”) to title or survey matters that are first disclosed to Buyer after the expiration of the Due Diligence Period shall be a condition precedent to Buyer’s obligations to purchase the Property. Unless Buyer gives written notice that it disapproves any such Additional Exceptions, stating the exceptions so disapproved, on or before the date (“Applicable Disapproval Date”) which is ten (10) business days after such Additional Exception is disclosed, Buyer shall be deemed to have approved said Additional Exception. If, for any reason, on or before the applicable Closing Date, Seller does not cause any exceptions to title which Buyer disapproves (to the extent Buyer is permitted hereunder to so disapprove) to be removed at no cost or expense liability to Buyer Purchaser (Seller having except as provided in Paragraph 11 hereof), will provide Purchaser with a commitment for an owner’s and lender’s policy of title insurance from the right Title Company pursuant to which the Title Company shall agree to insure title to the Premises, in the amount of the purchase price (at a standard rate for such insurance) in the name of Purchaser and Purchaser’s lender, after delivery of the Deed, by a standard Owners and Lenders Policy, with the endorsements as reasonable requested by such parties, free and clear of all liens, agreements, matters, and encumbrances other than the Permitted Encumbrances and the Net Lease, and with all survey exceptions deleted, insuring against all mechanics’ and laborers’ liens and claims on account of any work performed on the Premises through the Closing Date (including, but not limited to, unfiled and inchoate liens and claims) and otherwise in accordance with the obligation to do so), then a condition to Buyer’s obligation to close shall not have been satisfied and the obligation of Seller to sell, and Buyer to buy, the Property as herein provided shall terminate (and no party hereto shall have any further obligations in connection herewith except under those provisions that expressly survive a termination of this Agreement). Notwithstanding the foregoing provisions of this Section 4.1.1Agreement (the Title Policy). The Title Company shall provide affirmative insurance that any restrictive covenants set forth in the Permitted Encumbrances have not been violated, and that any future violation thereof will not result in a forfeiture or reversion of title, shall provide that the exception for taxes shall apply only to the current and subsequent years, shall provide that any exception as to easements not shown by public records shall be either deleted or limited to such matters or conditions as are shown on the Survey. Seller shall be obligated use its best efforts to cause to be furnished to Purchaser true, correct, and legible copies of all instruments referred to in said commitment as conditions or exceptions to title to the release Premises. Purchaser shall have the right to notify Seller of any “matters which render the title uninsurable, and Seller Encumbrances” (whichshall, as used provided herein, means have the opportunity to remove such matters. Nothing herein contained shall be deemed a waiver by Purchaser of any monetary liens created objections or suffered by Seller, exceptions to or any lis pendens or judgment liens as a result of Seller’s actions, that encumber defects in the Land and Improvements, other than mechanics liens arising from the failure of Lessee or Buyer to pay its bills). Seller may use the Purchase Price or applicable Installment Purchase Price to effectuate such release concurrently with the applicable Closingtitle.

Title Report. Seller BUYER acknowledges that BUYER has delivered to Buyer received a ------------ copy of a preliminary the title report issued by Chicago Title Company (“Preliminary the "Title Company"), dated as of April 7, 2000, purporting to disclose the condition of title to the Real Property, together with complete and legible copies of all documents of record referenced therein as exceptions (the "Title Report”"). In the event the Title Company issues any supplements to the Title Report during the period of the Escrow, BUYER shall have until five (5) dated December 19business days following delivery of the supplement to approve or disapprove in writing any exception contained therein and not caused or created by BUYER and not disclosed in the Title Report or prior supplement thereto. In the event such supplementation occurs at a time which would not otherwise permit completion of the approval/objection procedure set forth herein prior to the Closing, 2006then the Closing shall be extended for the amount of time necessary to complete the herein-described approval/objection procedure. BUYER shall exercise its rights of approval over supplemental matters under this Section reasonably and in good faith and shall not disapprove of an exception or matter disclosed by a supplement to the Title Report that will not materially interfere with BUYER's use, covering operation, enjoyment or disposition of the Property. If BUYER fails to disapprove an exception in writing within the time period specified above, the exception or matter shall be deemed to be approved by BUYER; provided, however, all monetary liens or monetary encumbrances against the Property from First American Title (which company, in its capacity other than nondelinquent property taxes and assessments) caused or created by SELLER shall be deemed disapproved by BUYER and shall be removed by SELLER as exceptions to title insurer hereunder, is herein called prior to or concurrently with the “Title Company”)Closing. If Buyer delivers BUYER disapproves of an exception as permitted above, SELLER shall have five (5) days after receipt of BUYER's written disapproval to inform BUYER in writing whether or not SELLER will cause the Go Hard Notice disapproved exception(s) or matter(s) to be removed on or before the end Closing Date. If SELLER does not so inform BUYER that SELLER will cause the removal of the Due Diligence Perioddisapproved exception(s) or matter(s), Buyer and such previously disapproved exception(s) or matter(s) set forth in the supplement will materially interfere with BUYER's use, operation, enjoyment or disposition of the Property, BUYER shall have the right to terminate this Agreement in writing, on or before five (5) days after such five (5)-day period, and Escrow shall promptly return the Deposit to BUYER upon confirmation that BUYER has returned the Materials and all third party reports to SELLER, and, in absence of such termination BUYER shall be deemed to have approved waived its disapproval of the typed disapproved exception(s) or matter(s) that SELLER has not agreed to remove. BUYER acknowledges that SELLER shall not be obligated to remove any exceptions to title except as provided in this Section. All matters shown on Schedule “B” of in the Preliminary Title Report and any items disclosed matters in any supplement thereto not disapproved by any survey (the “Survey”) reviewed by Buyer prior BUYER or as to the expiration of the Due Diligence Period. Approval by Buyer of any additional exceptions (the “Additional Exceptions”) to title or survey matters that are first disclosed to Buyer after the expiration of the Due Diligence Period shall be a condition precedent to Buyer’s obligations to purchase the Property. Unless Buyer gives written notice that it disapproves any such Additional Exceptions, stating the exceptions so disapproved, on or before the date (“Applicable Disapproval Date”) which BUYER is ten (10) business days after such Additional Exception is disclosed, Buyer shall be deemed to have approved said Additional Exception. Ifwaived its disapproval, for any reasontogether with such additional matters as BUYER may approve and all matters that would be disclosed by diligent inspection or survey of the Property, on shall be considered to be "Permitted Exceptions." BUYER acknowledges and agrees that nothing in this Agreement shall be construed as a warranty or before the applicable Closing Date, Seller does not cause any exceptions to representation by SELLER concerning SELLER's title which Buyer disapproves (to the extent Buyer is permitted hereunder to so disapprove) to be removed at no cost or expense to Buyer (Seller having the right but not the obligation to do so), then a condition to Buyer’s obligation to close shall not have been satisfied and the obligation of Seller to sellProperty, and Buyer SELLER makes no such warranty or representation, and BUYER will be relying solely upon BUYER's Title Policy and BUYER's own investigations respecting the condition of title to buy, the Property as herein provided shall terminate (and no party hereto shall have any further obligations in connection herewith except under those provisions that expressly survive a termination of this Agreement). Notwithstanding the foregoing provisions of this Section 4.1.1, Seller shall be obligated to cause the release of any “Seller Encumbrances” (which, as used herein, means any monetary liens created or suffered by Seller, or any lis pendens or judgment liens as a result of Seller’s actions, that encumber the Land and Improvements, other than mechanics liens arising from the failure of Lessee or Buyer to pay its bills). Seller may use the Purchase Price or applicable Installment Purchase Price to effectuate such release concurrently with the applicable ClosingProperty.

Title Report. Within two (2) business days of the Effective Date, Seller has delivered will deliver to Buyer copies of its existing title policy and an existing survey of the Property (to the extent any of the foregoing is in Seller's possession). Buyer shall promptly order (and obtain during the "Title Review Period," as hereinafter defined) a copy of a preliminary current title report or commitment (“Preliminary "Title Report”") dated December 19, 2006, covering the Property from First American Fidelity National Title Insurance Company (which company, in its capacity as title insurer hereunder, is herein called the “"Title Company”") and a current ALTA survey of the Property ("Survey"). If Buyer delivers the Go Hard Notice shall fail to deliver a "Title Objection Notice" (as hereinafter defined) setting forth those title and survey matters to which Buyer objects on or before the end of date which is thirty (30) days after the Due Diligence Effective Date (the "Title Review Period"), Buyer shall be deemed to have approved the typed exceptions to title shown on Schedule “B” of the Preliminary Title Report and the matters disclosed on the Survey. If Buyer shall disapprove any items disclosed by any title or survey matters which Buyer is permitted to disapprove hereunder, Buyer shall give written notice thereof (the “Survey”"Title Objection Notice") reviewed by Buyer to Seller prior to the expiration of the Due Diligence Title Review Period. Approval Upon receipt by Buyer Seller of any additional exceptions a Title Objection Notice given in a timely manner, then Seller shall have until the sooner to occur of (the “Additional Exceptions”1) to title or survey matters that are first disclosed to Buyer after the expiration of the Due Diligence Period shall be a condition precedent to Buyer’s obligations to purchase the Property. Unless Buyer gives written notice that it disapproves any such Additional Exceptions, stating the exceptions so disapproved, on or before the date three (“Applicable Disapproval Date”) which is ten (103) business days from receipt of such Title Objection Notice 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 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) insuring over such disapproved matter if the effect of such matter can be reasonably and effectively insured over; provided, however, Seller shall have no liability if for any reason, after electing under (ii) above, such Additional Exception is discloseddisapproved matters are not removed or insured over as of the Closing Date (in which event, Buyer shall have the right to make the election under clauses (x) or (y) below). 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 disapproved matters to be removed. If Seller elects not to cause any or all such disapproved matters to be removed or insured over as aforesaid, Buyer shall have approved said Additional Exception. If, for any reason, on until the sooner to occur of (1) two (2) business days from receipt of written notice thereof (or before from the applicable date of Seller's deemed election as aforesaid) and (2) the Closing Date, within which to notify Seller does not cause in writing either that (x) Buyer revokes its disapproval and will proceed with the purchase of the Property without any exceptions reduction in the Purchase Price and will take subject to title such matters, or (y) Buyer terminates this Agreement (and thereupon the Deposit L/C, or any proceeds thereof (and any interest thereon) if previously drawn upon, shall be delivered to Buyer and, except for those provisions hereof which survive termination, this Agreement shall thereupon terminate). Failure to deliver any written notification by Buyer disapproves (of its election within such period shall be deemed to be an election to terminate this Agreement as set forth above. Notwithstanding anything to the extent Buyer is permitted hereunder to so disapprovecontrary contained herein, at "Closing" (as hereinafter defined) to be removed at no cost or expense to Buyer (Seller having the right but not the obligation to do so), then a condition to Buyer’s obligation to close shall not have been satisfied and the obligation of Seller to sell, and Buyer to buy, the Property as herein provided shall terminate (and no party hereto shall have any further obligations in connection herewith except under those provisions that expressly survive a termination of this Agreement). Notwithstanding the foregoing provisions of this Section 4.1.1, Seller shall be obligated to cause the release removal of any “exceptions evidencing any deeds of trust or other similar documents) securing financing obtained by Seller Encumbrances” and to cause the removal (which, as used herein, means or to obtain title insurance over) any monetary liens created or suffered by Seller, or any lis pendens tax or judgment liens as a result against Seller and any mechanic's or materialmen's liens against the Property for work performed by or on behalf of Seller’s actions, that encumber the Land and Improvements, other than mechanics liens arising from the failure of Lessee or Buyer to pay its bills). Seller may use the Purchase Price or applicable Installment Purchase Price to effectuate such release concurrently with the applicable Closing.

Title Report. Within five (5) business days after the Execution Date, Seller has delivered shall deliver to Buyer a copy of a preliminary title report prepared by Chicago Title Company (“Preliminary Title Report”) dated December 19, 2006, covering the Property from First American Title (which company, in its capacity as title insurer hereunder, is herein called the “Title Company”) with respect to the Property (the “Title Report”), together with complete copies of all exceptions set forth therein. Buyer shall have until 5:00 p.m. (Pacific Time) on the date which is thirty (30) days after the Execution Date (or the next business day if such date falls on a weekend or holiday) to notify Seller and the Escrow Agent, in writing, of Buyer’s disapproval of any exceptions or items shown thereon and to obtain, at Buyer’s sole cost, the commitment of the Title Company to issue the Title Policy (as defined in Section 5.5 below), including such endorsements as Buyer may reasonably request. If Buyer delivers does not give Seller written notice of disapproval of any of the Go Hard Notice on or before foregoing items within the prescribed time, the Title Report and the supporting documents shall be deemed approved (and all exceptions therein shall be deemed “Permitted Exceptions” and this condition shall be deemed satisfied); provided, however, Buyer may at any time during the foregoing thirty (30) day period object to any title matters affecting the Property. Within five (5) days of receipt of Buyer’s notice of disapproval of any of the foregoing items, Seller shall notify Buyer whether Seller is willing to remove any such item which Buyer has disapproved. If Seller does not give Buyer written notice within the prescribed period of time, Seller shall be deemed to have elected not to remove any such item which Buyer has disapproved. If there are exceptions which Buyer has disapproved and which Seller is not willing to remove at Seller’s expense, Buyer shall have until the end of the Due Diligence PeriodPeriod (or such five (5) day period, whichever is later) to notify Seller in writing of Buyer’s election to either (a) waive its disapproval and approve such exceptions, or (b) terminate this Agreement and receive a refund of the Deposit. If Buyer elects to waive its disapproval and approve any such exceptions, or if Buyer does not expressly elect to terminate by timely delivery of a Termination Notice, such exceptions then shall be deemed to have approved become Permitted Exceptions at the typed exceptions to title shown on Schedule “B” of the Preliminary Title Report and any items disclosed by any survey (the “Survey”) reviewed by Buyer prior to the expiration of the Due Diligence Period. Approval by Buyer of any additional exceptions (the “Additional Exceptions”) to title or survey matters that are first disclosed to Buyer after the expiration of the Due Diligence Period shall be a condition precedent to Buyer’s obligations to purchase the Property. Unless Buyer gives written notice that it disapproves any such Additional Exceptions, stating the exceptions so disapproved, on or before the date (“Applicable Disapproval Date”) which is ten (10) business days after such Additional Exception is disclosed, Buyer shall be deemed to have approved said Additional Exception. If, for any reason, on or before the applicable Closing Date, Seller does not cause any exceptions to title which Buyer disapproves (to the extent Buyer is permitted hereunder to so disapprove) to be removed at no cost or expense to Buyer (Seller having the right but not the obligation to do so), then a condition to Buyer’s obligation to close shall not have been satisfied and the obligation of Seller to sell, and Buyer to buy, the Property as herein provided shall terminate (and no party hereto shall have any further obligations in connection herewith except under those provisions that expressly survive a termination of this Agreement). Notwithstanding the foregoing provisions of this Section 4.1.1, Seller shall be obligated to cause the release of any “Seller Encumbrances” (which, as used herein, means any monetary liens created or suffered by Seller, or any lis pendens or judgment liens as a result of Seller’s actions, that encumber the Land and Improvements, other than mechanics liens arising from the failure of Lessee or Buyer to pay its bills). Seller may use the Purchase Price or applicable Installment Purchase Price to effectuate such release concurrently with the applicable Closing.

Title Report. Within five (5) Business Days after the Effective Date, Seller has delivered shall obtain and deliver to Buyer a copy of a preliminary title report (“Preliminary Title Report”) dated December 19, 2006, covering for the Property from First American prepared by Title Company (which companythe "PTR"), together with copies of all underlying title documents described in its capacity as title insurer hereunder, is herein called the “Title Company”PTR and the most current ALTA survey of the Property in Seller's possession ("Survey"). Buyer shall have until ten (10) Business Days prior to the Contingency Date (the "Title Notice Date") to provide written notice (the "Title Notice") to Seller and Escrow Holder of any matters shown by the PTR or Survey which are not satisfactory to Buyer. If Seller has not received the Title Notice from Buyer delivers by the Go Hard Title Notice on or before the end Date, that shall be deemed, subject to Section 4.1.4 above, Buyer's unconditional approval of the Due Diligence Periodcondition of title to the Property and the Survey, except that prior to the Closing Date, Seller shall be required to remove any and all liens secured by deeds of trust securing loans made to Seller and delinquent real property taxes and assessments and remove or endorse over (to Buyer's reasonable satisfaction) any mechanics' liens relating to work contracted for by Seller and any judgment liens against Seller (herein "Monetary Liens"). Except as expressly provided herein, Seller shall have no obligation whatsoever to expend or agree to expend any funds, to undertake or agree to undertake any obligations or otherwise to cure or agree to cure any title objections other than Monetary Liens. To the extent Buyer timely delivers a Title Notice, then Seller shall deliver, no later than five (5) Business Days after receipt of Buyer's Title Notice, written notice to Buyer and Escrow Holder identifying which disapproved items Seller shall undertake to cure or not cure ("Seller's Response"); however, Seller must cure the Monetary Liens. If Seller does not deliver a Seller's Response prior to such date, Seller shall be deemed to have approved elected to not remove or otherwise cure any exceptions disapproved by Buyer. If Seller elects, or is deemed to have elected, not to remove or otherwise cure an exception disapproved in Buyer's Title Notice, Buyer shall have until 5:00 p.m. (Pacific time) on the typed Contingency Date to (i) deliver Buyer's Approval Notice to Seller and Escrow Holder thereby waiving any objection to the PTR or the Survey other than Monetary Liens and exceptions that Seller has elected to title shown on Schedule “B” cure prior to Closing, or (ii) terminate this Agreement and the Escrow by not timely delivering Buyer's Approval Notice, in which case Escrow Holder shall return to Buyer the Deposit. Notwithstanding anything to the contrary contained herein, Buyer's delivery of Buyer's Approval Notice shall be deemed Buyer's affirmative approval of the Preliminary Title Report actual or deemed Seller Response. If Seller and any items disclosed Escrow Holder have not received Buyer's Approval Notice from Buyer by any survey (the “Survey”) reviewed by Buyer prior to the expiration Contingency Date, that shall be deemed Buyer's disapproval of the Due Diligence PeriodSeller Response and election to terminate the Agreement and Escrow. In addition, if Buyer delivers a Buyer's Approval by Notice, all matters (except for Monetary Liens) shown in the PTR and the Survey with respect to which Buyer of any additional exceptions (the “Additional Exceptions”) fails to title or survey matters that are first disclosed to Buyer after the expiration of the Due Diligence Period shall be give a condition precedent to Buyer’s obligations to purchase the Property. Unless Buyer gives written notice that it disapproves any such Additional Exceptions, stating the exceptions so disapproved, Title Notice on or before 5:00 p.m. (Pacific Time) on the date (“Applicable Disapproval Date”) which is ten (10) business days after such Additional Exception is disclosed, Buyer Title Notice Date shall be deemed to have be approved said Additional Exception. If, for any reason, on or before the applicable Closing Date, Seller does not cause any exceptions to title which Buyer disapproves (to the extent Buyer is permitted hereunder to so disapprove) to be removed at no cost or expense to Buyer (Seller having the right but not the obligation to do so), then a condition to by Buyer’s obligation to close shall not have been satisfied and the obligation of Seller to sell, and Buyer to buy, the Property as herein provided shall terminate (and no party hereto shall have any further obligations in connection herewith except under those provisions that expressly survive a termination of this Agreement). Notwithstanding the foregoing provisions of this Section 4.1.1, Seller shall be obligated to cause the release of any “Seller Encumbrances” (which, as used herein, means any monetary liens created or suffered by Seller, or any lis pendens or judgment liens as a result of Seller’s actions, that encumber the Land and Improvements, other than mechanics liens arising from the failure of Lessee or Buyer to pay its bills). Seller may use the Purchase Price or applicable Installment Purchase Price to effectuate such release concurrently with the applicable Closing.

Title Report. Seller has (i) Sellers have ordered (and upon receipt shall cause to be delivered to Buyer Purchaser) a CLTA Preliminary Title Report covering the Real Property and the Improvements, which may state that it is subject to any matter that would be disclosed by a survey (the "Preliminary Title Report"), issued by Orange Coast Title Company ("Title Company"), together with true copies of all documents evidencing matters of record shown as exceptions to title thereon. Sellers have delivered to Purchaser a copy of a preliminary title report (“Preliminary Title Report”) that certain survey of the Property dated December 193, 20061993 prepared by W.X. Xxxx, covering Inc. (the Property from First American Title (which company, in its capacity as title insurer hereunder, is herein called the “Title Company”"Survey"). If Buyer delivers Purchaser shall desire to update such Survey, Purchaser shall cause the Go Hard Notice on or same to be so updated at Purchaser's sole cost and expense before the end Approval Date (and upon receipt shall deliver a copy of the Due Diligence Period, Buyer updated Survey to Sellers). Purchaser shall be deemed have the right to have approved the typed object to any exceptions to title shown on Schedule “B” of contained in the Preliminary Title Report and or the Survey (or updated Survey) by giving notice to Sellers by the Approval Date. Notwithstanding any items disclosed by any survey (the “Survey”) reviewed by Buyer prior to the expiration of the Due Diligence Period. Approval by Buyer foregoing, Sellers shall at Closing (but shall not be obligated prior thereto) remove of any additional exceptions record (or at Sellers' election provide a credit to Purchaser sufficient to pay off) all tax and mechanic's liens (except only for the “Additional Exceptions”) to title or survey matters that are first disclosed to Buyer after the expiration liens of the Due Diligence Period shall taxes and assessments to be a condition precedent to Buyer’s obligations to purchase the Propertyprorated under Paragraph 12(a)(ii)), at its sole cost and expense. Unless Buyer Purchaser gives written notice that it disapproves any such Additional Exceptionsadditional exceptions to title matters, stating the exceptions so disapproved, on or before by the date (“Applicable Disapproval Approval Date”) which is ten (10) business days after such Additional Exception is disclosed, Buyer Purchaser shall be deemed to have approved said Additional Exceptionexceptions. IfPurchaser's approval of the Preliminary Title Report shall be without prejudice to Purchaser's right to disapprove additional survey matters or any supplementary reports issued by Title Company or disclosed after the Approval Date; provided, however, Purchaser's approval shall not be unreasonably withheld, and, as to survey matters, shall only be applicable if Purchaser shall have obtained an update of the Survey before the Approval Date. If for any reason, on or before the applicable Closing Date, Seller does Date Sellers do not cause any such exceptions to title or survey matters which Buyer Purchaser timely disapproves (to the extent Buyer Purchaser is permitted hereunder to so disapprove) to be removed at no cost or expense to Buyer Purchaser (Seller Sellers having the right but not the obligation to do so), then a condition to Buyer’s obligation to close shall not have been satisfied and the obligation of Seller Sellers to sell, and Buyer Purchaser to buy, the Property as herein provided shall terminate (and no party hereto Sellers and Purchaser shall have any no further obligations in connection herewith except under those herewith). Purchaser shall have the option to waive the condition precedent set forth in this paragraph 4(a) by notice to Sellers. In the event of such waiver, such condition shall be deemed satisfied. All matters set forth on the Preliminary Title Report, the Survey or any updated Survey obtained by Purchaser which are not timely objected to by Purchaser shall be permitted exceptions to title and shall additionally include (i) any title or survey matters objected to by Purchaser, which objections are subsequently waived in writing by Purchaser, and (ii) any title or survey matters objected to by Purchaser in accordance with the terms and provisions that expressly survive a termination of this Agreement, which objections are cured to Purchaser's satisfaction, (iii) real estate taxes and assessments not yet due and payable; and (iv) the printed exceptions which appear in the standard form ALTA owner's policy of title insurance (with extended coverage). Notwithstanding the foregoing provisions of this Section 4.1.1, Seller shall be obligated to cause the release of any “Seller Encumbrances” (which, as used herein, means any monetary liens created or suffered by Seller, or any lis pendens or judgment liens as a result of Seller’s actions, that encumber the Land and Improvements, other than mechanics liens arising from the failure of Lessee or Buyer to pay its bills). Seller may use the Purchase Price or applicable Installment Purchase Price to effectuate such release concurrently with the applicable Closing.

Title Report. (i) Seller has ordered (and upon receipt shall cause to be delivered to Buyer Purchaser) a CLTA Preliminary Title Report covering the Real Property and the Improvements, which may state that it is subject to any matter that would be disclosed by a survey (the "Preliminary Title Report"), issued by Chicago Title Insurance Company ("Title Company"), together with true and legible copies of all documents evidencing matters of record shown as exceptions to title thereon. If Purchaser shall desire an ALTA Survey of the Real Property and Improvements ("Survey"), Purchaser shall cause the same to be so made at Purchaser's sole cost and expense before the expiration of the Approval Period (and upon receipt shall deliver a copy of a preliminary title report (“Preliminary Title Report”) dated December 19, 2006, covering the Property from First American Title (which company, in its capacity as title insurer hereunder, is herein called the “Title Company”updated Survey to Seller). If Buyer delivers Purchaser shall have the Go Hard Notice on or before the end of the Due Diligence Period, Buyer shall be deemed right to have approved the typed object to any exceptions to title shown on Schedule “B” of contained in the Preliminary Title Report and any items disclosed or the Survey by any survey (the “Survey”) reviewed by Buyer prior giving notice to Seller before the expiration of the Due Diligence Approval Period. Approval by Buyer of Notwithstanding any additional exceptions (the “Additional Exceptions”) to title or survey matters that are first disclosed to Buyer after the expiration of the Due Diligence Period foregoing, Seller shall at Closing (but shall not be a condition precedent obligated prior thereto) remove of record all tax and mechanic's liens (except only for the liens of the taxes and assessments to Buyer’s obligations to purchase the Propertybe prorated under Paragraph 12(a)(ii)), at its sole cost and expense. Unless Buyer Purchaser gives written notice that it disapproves any such Additional Exceptionsadditional exceptions to title matters, stating the exceptions so disapproved, on or before the date (“Applicable Disapproval Date”) which is ten (10) business days after such Additional Exception is disclosedexpiration of the Approval Period, Buyer Purchaser shall be deemed to have approved said Additional Exceptionexceptions. IfPurchaser's approval of the Preliminary Title Report shall be without prejudice to Pur chaser's right to disapprove additional survey matters or any supplementary reports issued by Title Company or disclosed after the expiration of the Approval Period; provided, however, Purchaser's approval shall not be unreasonably withheld, and, as to survey matters, shall only be applicable if Purchaser shall have obtained a Survey before the expiration of the Approval Period. If for any reason, on or before the applicable Closing Date, Date Seller does not cause any such exceptions to title or survey matters which Buyer Purchaser timely disapproves (to the extent Buyer Purchaser is permitted hereunder to so disapprove) to be removed at no cost or expense to Buyer Purchaser (Seller having the right but not the obligation to do so), then a condition to Buyer’s obligation to close shall not have been satisfied and the obligation of Seller to sell, and Buyer Purchaser to buy, the Property as herein provided shall terminate (and no party hereto Seller and Purchaser shall have any no further obligations in connection herewith except under those herewith). Purchaser shall have the option to waive the condition precedent set forth in this paragraph 4(a) by notice to Seller. In the event of such waiver, such condition shall be deemed satisfied. All matters set forth on the Preliminary Title Report, the Survey or any updated Survey obtained by Purchaser which are not timely objected to by Purchaser shall be permitted exceptions to title and shall additionally include (i) any title or survey matters objected to by Purchaser, which objections are subsequently waived in writing by Purchaser, and (ii) any title or survey matters objected to by Purchaser in accordance with the terms and provisions that expressly survive a termination of this Agreement, which objections are cured to Purchaser's satisfaction, (iii) real estate taxes and assessments not yet due and payable; and (iv) the printed exceptions which appear in the standard form ALTA owner's policy of title insurance (with extended coverage). Notwithstanding the foregoing provisions of this Section 4.1.1, Seller shall be obligated to cause the release of any “Seller Encumbrances” (which, as used herein, means any monetary liens created or suffered by Seller, or any lis pendens or judgment liens as a result of Seller’s actions, that encumber the Land and Improvements, other than mechanics liens arising from the failure of Lessee or Buyer to pay its bills). Seller may use the Purchase Price or applicable Installment Purchase Price to effectuate such release concurrently with the applicable Closing.

Title Report. Seller has delivered Unless otherwise provided herein, this transaction is subject to Buyer a copy Purchaser’s review and approval of a preliminary title report and the recorded covenants, conditions and restrictions (“Preliminary Title Report”the report and CC&Rs) dated December 19, 2006, covering showing the Property from First American Title (which company, in its capacity as condition of title insurer hereunder, is herein called the “Title Company”). If Buyer delivers the Go Hard Notice on or before the end of the Due Diligence Period, Buyer shall be deemed to have approved the typed exceptions to title shown on Schedule “B” of the Preliminary Title Report and any items disclosed by any survey (the “Survey”) reviewed by Buyer prior to the expiration of the Due Diligence Period. Approval by Buyer of any additional exceptions (the “Additional Exceptions”) to title or survey matters that are first disclosed to Buyer after the expiration of the Due Diligence Period shall be a condition precedent to Buyer’s obligations to purchase the Property. Unless Buyer gives written notice that it disapproves any such Additional ExceptionsUpon execution of this agreement by Seller and Purchaser, stating Seller will, at Seller’s sole expense, promptly order the exceptions so disapprovedreport and CC&Rs from an Oregon title insurance company and furnish them to Purchaser. Upon receipt of the report and CC&Rs, on or before the date Purchaser shall have five (“Applicable Disapproval Date”) which is ten (105) business days after such Additional Exception is disclosedwithin which to notify Seller, Buyer in writing of any matters disclosed in the report and CC&Rs which is/are unacceptable to Purchaser. Purchaser’s failure to timely object, in writing, to any matters disclosed in the report and CC&Rs shall be deemed constitute acceptance of the report and CC&Rs. Provided, however, Purchaser’s failure to have approved said Additional Exceptiontimely object shall not relieve Seller of the duty to convey marketable title. If, for any reasonwithin five (5) business days following receipt of the objections, on or before the applicable Closing Dateif any, Seller fails or elects not to remove or correct the matters identified by the Purchaser, or does not cause any give written assurances reasonably satisfactory to Purchaser that they will be removed or corrected, all xxxxxxx money, if any, shall be promptly refunded to Purchaser and this transaction shall be terminated and the agreement rescinded at the election of the Purchaser and upon written notice to Seller. This contingency is solely for Purchaser’s benefit and may be waived by the Purchaser in writing. At closing, Seller shall furnish to Purchaser an owner’s standard form policy of title insurance insuring marketable title in the Property to Purchaser in the amount of the purchase price, free and clear of all objections and all other title exceptions to title which Buyer disapproves (to the extent Buyer is permitted hereunder to so disapprove) agreed to be removed at no cost or expense to Buyer (Seller having the right but not the obligation to do so), then a condition to Buyer’s obligation to close shall not have been satisfied and the obligation of Seller to sell, and Buyer to buy, the Property as herein provided shall terminate (and no party hereto shall have any further obligations in connection herewith except under those provisions that expressly survive a termination part of this Agreement)transaction. Notwithstanding The Purchaser has the foregoing provisions of this Section 4.1.1right, Seller shall be obligated if the Purchaser so elects, to cause the release of any “Seller Encumbrances” (whichtitle policy to be issued as an extended coverage policy, as used hereinprovided the Purchaser pays the additional premiums and all survey costs associated with that coverage. If the Purchaser elects extended coverage, means any monetary liens created or suffered by Seller, or any lis pendens or judgment liens as a result of Sellerit shall be at Purchaser’s actions, that encumber the Land sole cost and Improvements, other than mechanics liens arising from the failure of Lessee or Buyer to pay its bills). Seller may use the Purchase Price or applicable Installment Purchase Price to effectuate such release concurrently with the applicable Closingexpense.

Title Report. Seller has delivered to Buyer a copy of Purchaser shall obtain from Title Company a preliminary title report (the “Preliminary Title Report”) dated December 19concerning the Real Property and Improvements. Purchaser acknowledges that the Title Report may identify matters pertaining to the land adjacent to the Parking Parcel that is a part of the same legal parcel due to the fact that such land has not yet been subdivided from the Parking Parcel. Purchaser shall have until the date that is twenty-five (25) days after the Effective Date to provide written notice to Seller (“Purchaser’s Title Notice”) 20289493.10 17 of any matters affecting or relating to title to the Real Property and Improvements, 2006including any survey matters, covering the Property from First American Title (which company, that are not satisfactory to Purchaser in its capacity as title insurer hereundersole and absolute discretion (collectively, is herein called the “Title CompanyObjections”). If Buyer delivers Purchaser does not deliver Purchaser’s Title Notice by the Go Hard Notice on or before the end of the Due Diligence Periodforegoing date, Buyer Purchaser shall be deemed to have approved the typed exceptions condition of title to title shown on Schedule “B” of the Preliminary Title Report and any items Property as disclosed by any survey the Title Report. In the event that Purchaser delivers Purchaser’s Title Notice, within four (4) days after receipt of Purchaser’s Title Notice, Seller shall notify Purchaser (“Seller’s Title Notice”) of those Title Objections that Seller agrees to use its commercially reasonable efforts to cure prior to the Closing (the “SurveyCurative Items”) reviewed ). The cure by Buyer Seller of the Curative Items shall be a condition precedent to Purchaser’s obligations with respect to the Closing. On or prior to the expiration of the Due Diligence Period, Purchaser shall notify Seller in writing of either its approval of Seller’s Title Notice (in which case any Title Objections not included in Seller’s Title Notice as Curative Items shall be deemed approved by Purchaser and shall constitute Permitted Exceptions) or its election to terminate this Agreement. Approval by Buyer If Purchaser does not notify Seller of any additional exceptions (its termination of the “Additional Exceptions”) Agreement prior to title or survey matters that are first disclosed to Buyer after the expiration of the Due Diligence Period shall be a condition precedent to Buyer’s obligations to purchase the Property. Unless Buyer gives written notice that it disapproves any such Additional ExceptionsPeriod, stating the exceptions so disapproved, on or before the date (“Applicable Disapproval Date”) which is ten (10) business days after such Additional Exception is disclosed, Buyer then Purchaser shall be deemed to have approved said Additional ExceptionSeller’s Title Notice. IfIn the event of the termination of this Agreement by Purchaser as provided above, for any reason, on or before the applicable Closing Date, Seller does not cause any exceptions Deposit shall be returned to title which Buyer disapproves (to the extent Buyer is permitted hereunder to so disapprove) to be removed at no cost or expense to Buyer (Seller having the right but not the obligation to do so), then a condition to Buyer’s obligation to close shall not have been satisfied and the obligation of Seller to sellPurchaser, and Buyer to buy, the Property as herein provided neither party shall terminate (and no party hereto shall thereafter have any further rights, obligations in connection herewith or liability hereunder except under those with respect to provisions that expressly hereof which by their express terms survive a termination of this Agreement). Notwithstanding the foregoing provisions of this Section 4.1.1any contrary provision hereof, or whether or not Purchaser makes Title Objections, Seller shall be obligated must remove any lien, judgment or other monetary claim against the Real Property and Improvements or otherwise cause Title Company to cause the release of any “Seller Encumbrances” (whichprovide coverage against, as used herein, means any monetary liens created (other than non-delinquent taxes or assessments or any liens caused or suffered by Seller, or any lis pendens or judgment liens as a result of Seller’s actions, Purchaser) that encumber the Land Real Property and Improvements, other than mechanics liens arising from Improvements as of the failure of Lessee or Buyer to pay its bills). Seller may use the Purchase Price or applicable Installment Purchase Price to effectuate such release concurrently with the applicable ClosingClosing Date.

Title Report. Seller has delivered to Buyer a copy of a preliminary commitment for title report insurance (“Preliminary Title Report”"TITLE COMMITMENT") dated December 19, 2006, covering the Property from First American Title Insurance Company (which company, in its capacity as title insurer hereunder, is herein called the “Title Company”"TITLE COMPANY"). If Buyer delivers shall fail to deliver the Go Hard Termination Notice on or before the end of the Due Diligence Period, Buyer shall be deemed to have approved the typed exceptions to title shown on Schedule “B” of the Preliminary Title Report Commitment and any items the matters disclosed by any survey (on the “Survey”) reviewed by Buyer prior to the expiration of the Due Diligence Period. Approval by Buyer of any additional exceptions (the “Additional Exceptions”) to title or survey matters that are first matter disclosed to Buyer after the expiration end of the Due Diligence Period shall be a condition precedent to Buyer’s obligations 's obligation to purchase the Property. Unless Buyer gives written notice that it disapproves any such Additional Exceptionsadditional exceptions to title or survey matters, stating the exceptions so disapproved, on or before the date (“Applicable Disapproval Date”) which is ten (10) business sooner to occur of 10 days after such Additional Exception is disclosedreceipt of written notice thereof or the Closing Date, Buyer shall be deemed to have approved said Additional Exceptiontitle exceptions or survey matters. If, for any reason, on or before the applicable Closing Date, Date Seller does not cause any such exceptions to title which Buyer disapproves (to the extent Buyer is permitted hereunder to so disapprove) to be removed at no cost or expense to Buyer (Seller having the right but not the obligation to do so), then a condition to Buyer’s obligation to close shall not have been satisfied and the obligation of Seller to sell, and Buyer to buy, the Property as herein provided shall terminate (and no party hereto Seller and Buyer shall have any no further obligations in connection herewith except under those provisions that expressly survive a termination of this Agreementherewith). Notwithstanding the foregoing provisions of this Section 4.1.1, Seller shall be obligated to cause the release of any “Seller Encumbrances” (which, as used herein, means any monetary liens created or suffered by Seller, or any lis pendens or judgment liens as a result of Seller’s actions, that encumber the Land and Improvements, other than mechanics liens arising from the failure of Lessee or Buyer to pay its bills). Seller may use the Purchase Price or applicable Installment Purchase Price to effectuate such release concurrently with the applicable Closing.

Title Report. (i) Seller has ordered (and upon receipt shall cause to be delivered to Buyer Purchaser) a CLTA Preliminary Title Report covering the Real Property and the Improvements, which may state that it is subject to any matter that would be disclosed by a survey (the "Preliminary Title Report"), issued by North American Title Company ("Title Agent"), together with true and legible copies of all documents evidencing matters of record shown as exceptions to title thereon. If Purchaser shall desire an ALTA Survey of the Real Property and Improvements ("Survey"), Purchaser shall cause the same to be so made at Purchaser's sole cost and expense before the expiration of the Approval Period (and upon receipt shall deliver a copy of a preliminary title report (“Preliminary Title Report”) dated December 19, 2006, covering the Property from First American Title (which company, in its capacity as title insurer hereunder, is herein called the “Title Company”updated Survey to Seller). If Buyer delivers Purchaser shall have the Go Hard Notice on or before the end of the Due Diligence Period, Buyer shall be deemed right to have approved the typed object to any exceptions to title shown on Schedule “B” of contained in the Preliminary Title Report and any items disclosed or the Survey by any survey (the “Survey”) reviewed by Buyer prior giving notice to Seller before the expiration of the Due Diligence Approval Period. Approval by Buyer of Notwithstanding any additional exceptions (the “Additional Exceptions”) to title or survey matters that are first disclosed to Buyer after the expiration of the Due Diligence Period foregoing, Seller shall at Closing (but shall not be a condition precedent obligated prior thereto) remove of record all tax and mechanic's liens (except only for the liens of the taxes and assessments to Buyer’s obligations to purchase the Propertybe prorated under Paragraph 12(a)(ii)), at its sole cost and expense. Unless Buyer Purchaser gives written notice that it disapproves any such Additional Exceptionsadditional exceptions to title matters, stating the exceptions so disapproved, on or before the date (“Applicable Disapproval Date”) which is ten (10) business days after such Additional Exception is disclosedexpiration of the Approval Period, Buyer Purchaser shall be deemed to have approved said Additional Exceptionexceptions. IfPurchaser's approval of the Preliminary Title Report shall be without prejudice to Purchaser's right to disapprove additional survey matters or any supplementary reports issued by Title Company or disclosed after the expiration of the Approval Period; provided, however, Purchaser's approval shall not be unreasonably withheld, and, as to survey matters, shall only be applicable if Purchaser shall have obtained a Survey before the expiration of the Approval Period. If for any reason, on or before the applicable Closing Date, Date Seller does not cause any such exceptions to title or survey matters which Buyer Purchaser timely disapproves (to the extent Buyer Purchaser is permitted hereunder to so disapprove) to be removed at no cost or expense to Buyer Purchaser (Seller having the right but not the obligation to do so), then a condition to Buyer’s obligation to close shall not have been satisfied and the obligation of Seller to sell, and Buyer Purchaser to buy, the Property as herein provided shall terminate (and no party hereto Seller and Purchaser shall have any no further obligations in connection herewith except under those herewith). Purchaser shall have the option to waive the condition precedent set forth in this paragraph 4(a) by notice to Seller. In the event of such waiver, such condition shall be deemed satisfied. All matters set forth on the Preliminary Title Report, the Survey or any updated Survey obtained by Purchaser which are not timely objected to by Purchaser shall be permitted exceptions to title and shall additionally include (i) any title or survey matters objected to by Purchaser, which objections are subsequently waived in writing by Purchaser, and (ii) any title or survey matters objected to by Purchaser in accordance with the terms and provisions that expressly survive a termination of this Agreement, which objections are cured to Purchaser's satisfaction, (iii) real estate taxes and assessments not yet due and payable; and (iv) the printed exceptions which appear in the standard form ALTA owner's policy of title insurance (with extended coverage). Notwithstanding (ii) If at the foregoing provisions date of this Section 4.1.1, Closing there are any liens or encumbrances that Seller shall be is obligated to cause the release of any “Seller Encumbrances” (whichpay and discharge, as used herein, means any monetary liens created or suffered by Seller, or any lis pendens or judgment liens as a result of Seller’s actions, that encumber the Land and Improvements, other than mechanics liens arising from the failure of Lessee or Buyer to pay its bills). Seller Escrow Agent may use any portion of the Purchase Price to satisfy the same (if the same are not bonded-over or applicable Installment Purchase Price otherwise satisfied by title endorsement), provided Seller shall simultaneously either deliver to effectuate Escrow Agent at Closing title instruments in recordable form sufficient to satisfy such release concurrently liens and encumbrances of record, together with the applicable Closing.cost of recording or filing said instruments. (b)

Title Report. Seller has delivered ordered (and upon receipt shall deliver to Buyer Buyer) a copy of a preliminary title report (“"Preliminary Title Report”") dated December 19, 2006, covering the Property from First American Chicago Title Insurance Company (which company, in its capacity as title insurer hereunder, is herein called the “"Title Company”"), together with copies of all exceptions to title referenced therein. In addition, Seller has delivered to Buyer (or will deliver) to Buyer a copy of an update of a certain survey of the Property prepared by Pxxxxx and Associates (collectively the "Survey"), which Survey shall be recertified to Buyer. If Buyer delivers the Go Hard Notice shall fail to deliver written notice ("Title Objection Notice") setting forth those title and survey matters to which Buyer objects on or before the end of the "Due Diligence Period" (as hereinafter defined), Buyer shall be deemed to have approved the typed exceptions to title shown on Schedule “B” of the Preliminary Title Report and any items the matters disclosed by any survey (on the “Survey”) reviewed by Buyer prior to the expiration of the Due Diligence Period. Approval by Buyer of any additional exceptions (the “Additional Exceptions”) to title or survey matters that are first disclosed subsequent to Buyer after the expiration date of the Due Diligence Period Preliminary Title Report shall be a condition precedent to Buyer’s obligations 's obligation to purchase the Property. Unless Buyer gives written notice that it disapproves any such Additional Exceptionsadditional exceptions to title or survey matters, stating the exceptions so disapproved, on or before the date sooner to occur of five (“Applicable Disapproval Date”) which is ten (105) business days after such Additional Exception is disclosedreceipt of written notice thereof or the Closing Date, Buyer shall be deemed to have approved said Additional Exceptionadditional title exceptions or survey matters. If, If for any reason, on or before the applicable Closing Date, Date Seller does not cause any such exceptions to title or survey matters which Buyer disapproves (to the extent Buyer is permitted hereunder to so disapprove) to be removed at no cost or expense to Buyer (Seller having the right but not the obligation to do so), then a condition to Buyer’s obligation to close shall not have been satisfied and the obligation of Seller to sell, and Buyer to buy, the Property as herein provided shall terminate (and no party hereto Seller and Buyer shall have any no further obligations in connection herewith except under those provisions that expressly survive a termination herewith), whereupon the Escrow Deposit shall be returned to Buyer. Buyer shall have the option to waive the condition precedent set forth in this paragraph 4A(1) by notice to Seller. In the event of such waiver, such condition shall be deemed satisfied. All matters set forth on the Preliminary Title Report which are not timely objected to by Buyer in accordance with this Agreementparagraph 4A(1), are herein called the "Permitted Exceptions". The term "Permitted Exceptions" shall additionally include (i) any title matters objected to by Buyer, which objections are subsequently waived in writing by Buyer, and (ii) any title matters objected to by Buyer, which objections are cured to Buyer's satisfaction. Notwithstanding the foregoing provisions or any other provision of this Section 4.1.1Agreement to the contrary, Seller shall be obligated to cause remove any deeds of trust covering the release of Property which secure any “Seller Encumbrances” (which, as used herein, means any monetary liens created or suffered financing obtained by Seller, and shall either remove or cause the Title Company to affirmatively insure over (i) any lis pendens mechanic's or judgment materialmen's liens against the Property as a result of work done by or on behalf of Seller’s actions, that encumber (ii) any tax or judgment liens against Seller, and (iii) adverse matters intentionally created by Seller after the Land and Improvements, other than mechanics liens arising from the failure date of Lessee or Buyer to pay its bills). Seller may use the Purchase Price or applicable Installment Purchase Price to effectuate such release concurrently with the applicable Closingthis Agreement.

Title Report. Seller has delivered shall cause the Title Company to provide to Buyer a copy of as soon as reasonably possible after the Effective Date, a preliminary title report (the “Preliminary Title Report”) dated December 19), 2006showing the status of title to the Property, covering together with copies of all documents shown in the Property from First American Title Report which constitute exceptions to title. If any exceptions which appear in the Title Report are unacceptable to Buyer (which companyother than the Approved Title Conditions), in its capacity as title insurer hereunderBuyer’s sole and absolute discretion, is herein called the Buyer may on or before February 15, 2020, give notice to Seller of such unacceptable matters (“Buyer's Title CompanyObjections”). If Unless Buyer delivers the Go Hard Notice on or before the end timely gives Seller notice of the Due Diligence PeriodBuyer’s Title Obligations, Buyer shall be deemed to have approved the typed Title Report, all exceptions to title shown on Schedule “B” of reflected in the Preliminary Title Report shall be deemed to be Approved Title Conditions, and Buyer shall have waived its right to terminate this Agreement under this Paragraph 7(a)(i)(A) (except as set forth below with respect to any items disclosed by any survey New Title Matters). If Buyer timely gives Seller notice of Buyer’s Title Objections, Seller shall have five (the “Survey”5) reviewed by Business Days after receipt of such notice from Buyer within which to advise Buyer if Seller will correct or cure Buyer’s Title Objections prior to the expiration Closing Date. If Seller fails to give Buyer notice of its election to correct or cure Buyer’s Title Objections within such five (5) Business Day period, then Seller will be deemed to have elected not to correct or cure Buyer’s Title Objections. In such event, Buyer shall have the Due Diligence Periodoption to either (a) terminate this Agreement by notice to Seller within five (5) Business Days thereafter, or (b) proceed to the Closing, in which event Buyer’s Title Objections shall be deemed waived. Approval by If Buyer of fails to timely elect option (a) within the aforesaid five (5) Business Day period, it shall conclusively be deemed to have elected option (b). Seller shall have no obligation to cure any additional exceptions Buyer's Title Objections, except that Seller shall pay or otherwise discharge, prior to or on the Closing Date, all Monetary Obligations, and no Buyer’s Title Objection shall be required with respect to any Monetary Obligations (including any New Title Matters which are Monetary Obligations). If any update or supplement to the “Additional Exceptions”) to title or survey matters that are first disclosed Title Report which is provided to Buyer after Buyer has approved the expiration of Title Report reflects any new matters materially and adversely affecting title to the Due Diligence Period shall be a condition precedent to Property, in Buyer’s obligations to purchase the Property. Unless Buyer gives written notice that it disapproves any such Additional Exceptions, stating the exceptions so disapproved, on or before the date reasonable determination (“Applicable Disapproval DateNew Title Matters”) which is ), then in such event Buyer may give notice to Seller of its disapproval of such New Title Matters within ten (10) business days Business Days after receipt of the update or supplement. If Buyer fails to give notice of approval or disapproval of any New Title Matters within such Additional Exception is disclosedten (10) Business Day period, Buyer such New Title Matters shall be deemed approved and shall be deemed to be Approved Title Conditions. Seller shall have approved said Additional Exception. If, for five (5) Business Days after receipt of notice from Buyer of Buyer’s disapproval of any reason, on New Title Matters within which to advise Buyer if Seller will correct or before cure such disapproved New Title Matters prior to the applicable Closing Date. If Seller fails to give Buyer notice of its election to correct or cure such New Title Matters within such five (5) Business Day period, then Seller does will be deemed to have elected not cause to correct or cure such New Title Matters. In such event, Buyer shall have the option to either (a) terminate this Agreement by notice to Seller within five (5) Business Days thereafter, or (b) proceed to the Closing, in which event any exceptions to title objections which Buyer disapproves may have with respect to such New Title Matters shall be deemed waived. If Buyer fails to timely elect option (a) within the aforesaid five (5) Business Day period, it shall conclusively be deemed to have elected option (b). In the extent Buyer is permitted hereunder to so disapprove) to be removed at no cost or expense to Buyer (Seller having the right but not the obligation to do so), then a condition to Buyer’s obligation to close shall not have been satisfied and the obligation event of Seller to sell, and Buyer to buy, the Property as herein provided shall terminate (and no party hereto shall have any further obligations in connection herewith except under those provisions that expressly survive a termination of this AgreementAgreement pursuant to this Paragraph 7(a)(i)(A). Notwithstanding , the foregoing provisions of this Section 4.1.1, Seller Paragraph 7(c) shall be obligated to cause the release of any “Seller Encumbrances” (which, as used herein, means any monetary liens created or suffered by Seller, or any lis pendens or judgment liens as a result of Seller’s actions, that encumber the Land and Improvements, other than mechanics liens arising from the failure of Lessee or Buyer to pay its bills). Seller may use the Purchase Price or applicable Installment Purchase Price to effectuate such release concurrently with the applicable Closingapply.