Common use of Title Report Clause in Contracts

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 in the ENCURC Leasehold Estate, from Commonwealth Land 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 ("SURVEY"). If Buyer shall deliver the "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 exceptions to title shown on the Commitments and the matters disclosed on the Survey. Approval by Buyer of any additional exceptions to title or survey matters disclosed after the end of the Due Diligence Period shall be a condition precedent to Buyer's obligation to purchase the Property (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 exceptions to title or survey matters, stating the exceptions so disapproved, on or before the sooner to occur of 10 days after receipt of written notice thereof or the Closing Date, Buyer shall be deemed to have approved said exceptions. If, for any reason, on or before the 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), 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 Seller and Buyer shall have no further obligations in connection 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 with respect to those obligations that survive a termination of this Agreement.

Title Report. Seller has delivered to Buyer has ordered commitments for a copy of a preliminary title insurance report (the "COMMITMENTSPRELIMINARY TITLE REPORT") order number 01014685 dated August 9, 1996 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 in the ENCURC Leasehold EstateProperty from Central Valley Title Company, from Commonwealth Land as agent for Sxxxxxx Title Insurance Guaranty 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 delivered to Buyer) an update Buyer a copy of that certain a survey of the Property dated FebruaryMarch 26, 1994 1996, prepared by Gxxxxxx & AssociatesSiegfried Engineering, Inc. which survey shall be certified to Buyer and Title Company ("SURVEY"). If Buyer shall deliver the "Approval Notice" on or before the end of the "Due Diligence Period" (as such terms are hereinafter defined), Buyer shall be deemed to have has approved the exceptions to title shown on the Commitments Preliminary Title Report and the matters disclosed on the Survey. Approval by Buyer of any additional exceptions to title or survey matters disclosed after the end of the Due Diligence Period date hereof shall be a condition precedent to Buyer's obligation to purchase the Property (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 exceptions to title or survey matters, stating the exceptions so disapproved, on or before the sooner to occur of 10 days after receipt of written notice thereof or the Closing Date, Buyer shall be deemed to have approved said exceptionsexceptions or survey matters. If, for any reason, on or before the 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) 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), 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 in accordance with paragraph 9 hereof. Notwithstanding anything to the contrary contained in this Agreement, Seller shall be obligated to remove (or cause the Title Company to affirmatively insure over) at Seller's expense: (i) any deeds of trust securing any financing obtained by Seller (other than Bond Documents), (ii) any mechanic's or materialmen's liens for work done by or on behalf of Seller, and Seller and Buyer shall have no further obligations in connection herewith)(iii) any tax or judgment liens against Seller. Buyer shall have the option to waive the condition precedent set forth in this Paragraph 5A(1paragraph 4A(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 with respect to those obligations that survive a termination of this Agreement.

Title Report. Buyer has ordered commitments for Promptly after the receipt of the same (and in any event within ten (10) days after the Contract Date), Seller shall deliver to Purchaser a standard preliminary report, together with legible copies of all recorded documents evidencing title insurance exceptions raised in “Schedule B” of such title report (the "COMMITMENTS"“Title Report”) 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 in the ENCURC Leasehold Estate, from Commonwealth Land issued by First American Title Insurance Company (which company“Title Company”). The Title Company shall be prepared to issue a CLTA Owner’s Form Policy of Title Insurance (“Title Insurance”) insuring, 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 full amount of the Property dated FebruaryPurchase Price, 1994 prepared by Gxxxxxx & Associates, Inc. which survey shall be certified to Buyer and Title Company ("SURVEY"). If Buyer shall deliver Purchaser as the "Approval Notice" on or before the end fee simple owner of the "Due Diligence Period" (as such terms are hereinafter defined), Buyer shall be deemed to have approved the exceptions to title shown on the Commitments Land and the matters disclosed on the Survey. Approval by Buyer of any additional exceptions to title or survey matters disclosed after the end of the Due Diligence Period shall be a condition precedent to Buyer's obligation to purchase the Property (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 exceptions to title or survey matters, stating the exceptions so disapproved, on or before the sooner to occur of 10 days after receipt of written notice thereof or the Closing Date, Buyer shall be deemed to have approved said exceptions. If, for any reason, on or before the Closing Date, Seller does not cause any exceptions to title or survey matters which Buyer disapproves (Improvements subject only to the extent Buyer is permitted hereunder Permitted Exceptions; provided, however, Purchaser may elect 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), 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 Seller and Buyer shall have no further obligations in connection 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 omitissue an ALTA Owner’s Form Policy of Title Insurance (“Title Policy”) 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 provided 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 Purchaser causes Title Company to eliminate standard exceptions appearing issue an ALTA binding commitment for such policy with any endorsements required by Purchaser prior to the Approval Date. As of Closing, Title Company shall be prepared to issue the Title Policy in the Title Report that Buyer is not required to accept (provided same form as the same do not impose material costs, liabilities or obligations upon Seller not otherwise contemplated herein)commitment with no exception other than those identified in the Permitted Exceptions. If Seller is unable after reasonable good faith effortthe foregoing condition precedent fails for any reason other than the actions or omissions of Purchaser, Purchaser may elect to either (i) proceed to Closing and waive the failure of such condition 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 (ii) terminate this Agreement by delivery of written notice given to SellerSeller on or prior to Closing, in which eventevent (i) the Deposit shall be returned to Purchaser, and (ii) neither party shall have any rights further liabilities or obligations to the other under this Agreement, hereunder except with respect to for those liabilities and obligations that expressly survive a termination of this Agreement.

Title Report. Seller has delivered to Buyer has ordered commitments for a copy of a preliminary title insurance report (“Preliminary Title Report”) dated December 19, 2006, covering 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 in the ENCURC Leasehold Estate, Property from Commonwealth Land 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 ("SURVEY"Company”). If Buyer shall deliver delivers the "Approval Notice" Go Hard 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 Commitments Preliminary Title Report and any items disclosed by any survey (the matters disclosed on “Survey”) reviewed by Buyer prior to the Surveyexpiration 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 end expiration of the Due Diligence Period shall be a condition precedent to Buyer's obligation ’s obligations to purchase the Property (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 withheldProperty. Unless Buyer gives written notice that it disapproves any such additional exceptions to title or survey mattersAdditional Exceptions, stating the exceptions so disapproved, on or before the sooner to occur of 10 date (“Applicable Disapproval Date”) which is ten (10) business days after receipt of written notice thereof or the Closing Datesuch Additional Exception is disclosed, Buyer shall be deemed to have approved said exceptionsAdditional Exception. 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 Seller and Buyer no party hereto shall have no any further obligations in connection herewithherewith except under those provisions that expressly survive a termination of this Agreement). 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 foregoingforegoing provisions of this Section 4.1.1, Seller shall be obligated to remove (or cause the Title Company to omit) release of any of the following exceptions: “Seller Encumbrances” (x) which, as used herein, means any deed of trust monetary liens created or mortgage against the Property securing financing obtained suffered by Seller; (y) , or any mechanic's or materialmen's liens based on work performed by or on behalf of Seller, and (z) any tax lis pendens or judgment liens against Seller (as a result of Seller’s actions, that encumber the foregoing obligations being without regard Land and Improvements, other than mechanics liens arising from the failure of Lessee or Buyer to amountspay its bills). Seller shall be entitled may use the Purchase Price or applicable Installment Purchase Price 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 effectuate 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 release concurrently 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 obligations that survive a termination of this Agreementapplicable Closing.

Title Report. (a) As soon as practicable after execution hereof, Seller will, at Seller's sole cost and expense, deliver to Buyer has ordered commitments a commitment for title insurance relating to the Property prepared by Escrow Agent and leading to the issuance of an extended owners policy, together with complete and legible copies of all recorded documents referred to therein (the "COMMITMENTSTitle Report") covering both (a) the fee interest of ENCURC and, in the ENCURC Land event that the following are subsequently prepared, agrees to cause Escrow Agent to deliver to Buyer any updates and the leasehold interest of ENCURC in the Kxxx Land and (b) the leasehold interest of Seller in the ENCURC Leasehold Estate, from Commonwealth Land Title Insurance Company (which companysupplements thereto or amendments thereof, in its capacity as title insurer hereunder, is herein called the each case together with complete and legible copies of all matters referred to therein ("TITLE COMPANYAmendments"). 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 ("SURVEY"). If Buyer shall deliver have until the "Approval Notice" on or before later of the end of the "Due Diligence Period" Feasibility Period or five (as such terms are hereinafter defined5) business days after the date of delivery of any Amendment (which, at Buyer's option, shall extend the Closing Date accordingly), to notify Seller and Escrow Agent in writing of Buyer's objection to any matter(s) indicated therein (but only, in the case of Amendments, with respect to matters not appearing on the Title Report or any previously delivered Amendment). Notwithstanding the foregoing, Buyer shall not be entitled to object to any exception contained in the Title Report (or any Amendment thereof) which is caused by Buyer's activities under Section 3 hereof (excluding those resulting from Buyer's discovery of any existing defect or condition). (b) If Buyer fails to timely object to any title exception matter disclosed in accordance with the above procedure, Buyer shall be deemed to have approved the exceptions condition of title to title shown on the Commitments Property. If Buyer objects to any exception as above provided, Seller shall have until five (5) business days after the date of delivery of Buyer's objections to advise Escrow Agent and Buyer in writing with respect to each specified objection of Seller's election either to (i) take no action in connection therewith, or (ii) attempt to cause any such matter(s) to be cured or eliminated at or prior to Close of Escrow. Insuring over any such item may be done only with Buyer's written consent in its sole discretion. Seller's failure to give notice within such five (5) business day period with respect to any of Buyer's objections shall be deemed to constitute Seller's election to take no action in connection therewith. (c) In the matters disclosed on event Seller elects or is deemed to have elected to take no action with respect to any specified objection, Buyer shall have until the Survey. Approval by Buyer later of any additional exceptions to title or survey matters disclosed after the end of the Due Diligence Feasibility Period shall be a condition precedent or five (5) business days thereafter to advise Escrow Agent and Seller in writing of its election either to (a) waive such previously specified objection(s) and close the transaction contemplated hereby in accordance with the remaining provisions of this Agreement and without any abatement or reduction of the Purchase Price, or (b) cancel and terminate the Agreement. Buyer's obligation failure to purchase the Property (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 give written notice that it disapproves any within such additional exceptions to title or survey matters, stating the exceptions so disapproved, on or before the sooner to occur of 10 days after receipt of written notice thereof or the Closing Date, Buyer period shall be deemed to constitute Buyer's election to waive its previously specified objections with respect to those matters as to which Seller has notified or is deemed to have approved said exceptions. If, for any reason, on or before the Closing Date, notified Buyer that Seller does not cause any exceptions will take no action. (d) With respect to title or survey those matters which Seller has notified Buyer disapproves (that Seller will attempt to the extent Buyer is permitted hereunder to so disapprove) either cause to be removed cured or to obtain a title endorsement eliminated (if available) reasonably satisfactory to Buyer insuring or insured 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 sowith Buyer's consent), 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 Seller and Buyer shall have no further obligations in connection 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 have until five (5) business days prior to the Closing (which shall be obligated extended in accordance with the time periods herein) within which to remove (accomplish the same; provided, however, that if Seller fails to do so within said period, 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. if Seller shall be entitled unable (other than due to adjourn its voluntary act after execution -8- hereof causing such disability) to convey title to the Closing for a period not Property subject to exceed thirty (30) days and 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 accordance with the requirements set forth hereinprovisions of this Agreement at the Closing, Seller shall so notify then Buyer, and Buyer as its sole and exclusive remedyremedies, may terminate elect either to (i) waive such previously specified objection(s) and close the transaction contemplated hereby in accordance with the remaining provisions of this Agreement and without any abatement or reduction of the Purchase Price on account thereof, or (ii) cancel this Agreement and the Escrow, said election of remedies to be evidenced by Buyer's giving written notice given thereof to Sellereach of Seller and Escrow Agent at or prior to the Closing. Buyer's failure to give written notice as required by the preceding sentence shall be deemed to constitute Buyer's election to waive its previously specified objection(s). If Buyer elects to cancel, in which event, this Agreement shall become null and void and of no further force or effect and neither party shall have any further rights or obligations to the other under this Agreementhereunder or by reason hereof, except with respect for the provisions hereof which are expressly stated to those obligations that survive a the termination of this the Agreement. (e) Buyer specifically agrees that nothing herein contained shall be deemed to impose on Seller any obligation to bring any action or proceedings, expend any sums or take any other steps of whatever kind or nature in order to insure over, remove or cure matters affecting title or to fulfill any condition or expend any monies therefor unless Seller voluntarily impairs title to the Property or otherwise voluntarily causes such matter after execution hereof. The acceptance of the Deed by Buyer shall not diminish Sellers warranties or any continuing obligation herein.

Title Report. Buyer has ordered commitments for Upon the execution hereof by Purchaser and Seller, Purchaser shall order a title insurance commitment (the "COMMITMENTS"“Title Commitment”) covering both with respect to the Premises from the Title Company, together with all title exception documents referenced therein, and, at Purchaser’s option and sole cost and expense, a survey (athe “Survey”) 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 in the ENCURC Leasehold Estate, from Commonwealth Land 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 FebruaryPremises, 1994 prepared by Gxxxxxx & Associatesfor delivery to Purchaser’s counsel and Seller’s counsel. To the extent the Title Commitment or the Survey discloses matters not included in Exhibit B, Inc. which survey Purchaser shall be certified to Buyer and Title Company ("SURVEY"). If Buyer shall deliver the "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 exceptions to title shown on the Commitments and the matters disclosed on the Survey. Approval by Buyer of any additional exceptions to title or survey matters disclosed after until the end of the Due Diligence Period Deadline within which to object in writing to the substantive matters reflected therein. All such items not objected to by Purchaser shall thereafter be a condition precedent to Buyer's obligation to purchase deemed included in the Property (and to obtain definition of “Permitted Exceptions.” Seller shall, within five business days following the other rights contemplated herein), Buyer hereby agreeing that its approval receipt by Seller of such additional exceptions objection by Purchaser, inform Purchaser whether or not Seller shall undertake to title remove or survey cure the matter or matters objected to by Purchaser. If Seller undertakes to remove or cure such matters, Seller shall not 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 unreasonably withheldnecessary 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. Unless Buyer gives written If Seller is unwilling or unable to remove or cure some or all of those matters to which Purchaser has objected, then within five business days of 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 to title or survey matters, stating the exceptions so disapproved, on or before the sooner to occur of 10 days after receipt of written notice thereof or the Closing Date, Buyer matters shall be deemed to have approved said exceptions. Ifbe 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, for Purchaser may terminate this Agreement, and the Exxxxxx Money shall promptly be returned to Purchaser, and any reasonReports, on or before the 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), the obligation of information and documents supplied by Seller to sellPurchaser shall promptly be returned to Seller, and Buyer to buy, the Property (and to transfer the other rights contemplated herein) as herein provided shall terminate (and Seller and Buyer Purchaser shall have no be relieved and discharged of any further liability or obligation under this Agreement except for those obligations in connection herewith). Buyer shall have which specifically survive the option to waive the condition precedent Closing or termination of this Agreement as set forth in this Paragraph 5A(1Agreement. Purchaser’s failure to timely elect option (a) by notice to Seller. In the event of such waiver, such condition or (b) above shall be deemed satisfiedPurchaser’s election of option (a) above. Notwithstanding anything herein to the foregoingcontrary, the failure of Seller to remove all title matters related to any bond / tax exempt financing, including but not limited to, any affordable housing restrictions on the Premises shall be obligated a default hereunder, entitling Purchaser 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 all remedies set forth in Section 13 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 obligations that survive a termination of this Agreement.

Title Report. Buyer Seller has ordered commitments (and upon receipt shall deliver to Buyer) a copy of a preliminary title report or a commitment for title insurance (in either case, the "COMMITMENTSPreliminary Title Report") 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 in the ENCURC Leasehold Estate, Property from Commonwealth Land Chicago Title Insurance Company (which company, in its capacity as title insurer hereunder, is herein called the "TITLE COMPANYTitle 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 FebruaryAugust 4, 1994 1988, prepared by Gxxxxxx & Xxxxxx and Associates, Inc. which survey shall be certified to Buyer Buyer, its lender, if any, and Title Company ("SURVEYSurvey"). If Buyer shall fail to deliver the written notice ("Approval 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 later of the Preliminary Title Report and the Survey (the "Due Diligence Title Review Period" (as such terms are hereinafter defined"), Buyer shall be deemed to have approved the exceptions to title shown on the Commitments Preliminary Title Report and the matters disclosed on the Survey. Approval by Buyer of any additional exceptions to title or survey matters disclosed after the end of the Due Diligence Title Review Period shall be a condition precedent to Buyer's obligation to purchase the Property (and to obtain the other rights contemplated herein), Buyer hereby agreeing that its such 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 exceptions to title or survey matters, stating the exceptions so disapproved, on or before the sooner to occur of 10 ten (10) days after receipt of written notice thereof or the Closing Date, Buyer shall be deemed to have approved said exceptionsexceptions 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 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) 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), 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 Seller and Buyer shall have no further obligations in connection herewith, except for the return of the Escrow Deposit to Buyer). Buyer shall have the option to waive the condition precedent set forth in this Paragraph 5A(1paragraph 4A(1) by notice to Seller. In the event of such waiver, such condition shall be deemed satisfied. Notwithstanding All matters set forth on the foregoingPreliminary Title Report which are not timely objected to by Buyer, Seller are herein called the "Permitted Exceptions". The term "Permitted Exceptions" shall be obligated to remove additionally include (or cause the Title Company to omiti) any of the following exceptions: (x) any deed of trust or mortgage against the Property securing financing obtained title matters objected to by Seller; (y) any mechanic's or materialmen's liens based on work performed Buyer, which objections are subsequently waived in writing by or on behalf of SellerBuyer, and (zii) any tax or judgment liens against Seller (the foregoing obligations being without regard title matters objected 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 which objections are cured 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 mechanicBuyer'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 obligations that survive a termination of this Agreementsatisfaction.

Title Report. Buyer has ordered commitments Within five (5) business days of the Effective Date, Seller shall provide a preliminary title report for title insurance the Property (the "COMMITMENTSTitle Report") covering both from the Title Company. Within forty-five (a45) days after Buyer's receipt of the fee interest Title Report, Buyer may disapprove of ENCURC any exception listed in the ENCURC Land and the leasehold interest of ENCURC in the Kxxx Land and Title Report, as updated by survey exceptions based on any ALTA survey obtained by Buyer, by delivering written notice to Seller (b"Buyer's Title Notice") the leasehold interest of specifying each title defect or matter for which Buyer is requesting a cure by Seller in the ENCURC Leasehold Estate, from Commonwealth Land ("Title Insurance Company (which company, in its capacity as title insurer hereunder, is herein called the "TITLE COMPANYDefect"). In addition, Buyer's failure to deliver Buyer's Title Notice to Seller has ordered (and upon receipt shall deliver to Buyer) an update of that certain survey of within the Property dated February, 1994 prepared by Gxxxxxx & Associates, Inc. which survey shall be certified to Buyer and Title Company ("SURVEY"). If Buyer shall deliver the "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 exceptions to title shown on the Commitments and the matters disclosed on the Survey. Approval by Buyer of any additional exceptions to title or survey matters disclosed after the end of the Due Diligence Period time period specified above shall be a condition precedent to conclusive presumption that Buyer has approved the Title Report. Within five (5) business days after receiving Buyer's obligation to purchase the Property (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 exceptions to title or survey matters, stating the exceptions so disapproved, on or before the sooner to occur of 10 days after receipt of written notice thereof or the Closing Date, Buyer shall be deemed to have approved said exceptions. If, for any reason, on or before the 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), 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 Seller and Buyer shall have no further obligations in connection 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 SellerNotice, 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 Company at Closing Notice to Buyer within the 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 elected) not to eliminate or cure any Title Defects, Buyer shall have the right, by written notice 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 ten (10) business day period shall be a certificate stating conclusive presumption that such judgmentsBuyer 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 as "Permitted Exceptions", mortgagesexcept that in no event shall any deed of trust, bankruptciesmortgage, liens judgement lien, mechanics lien, lien for delinquent taxes or other returns are monetary lien (except for liens for prorated assessments not against Seller. Seller also yet payable) constitute a Permitted Exception (and the obligations secured by any such deed of trust or other lien shall deliver appropriate certificates respecting mechanic's liens and bills be paid by Seller and such additional certificates and documentary evidence reasonably required at closing by the Title Company to eliminate standard exceptions appearing in as escrow holder from proceeds of 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 hereinsale). 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 obligations that survive a termination of this Agreement.

Title Report. Buyer has ordered commitments obtained a preliminary title report for the Real Property (“Title Report”) issued by Title Insurer evidencing the vesting for the Property, the legal description for the Property, the exceptions of record for the Property and any requirements/conditions to the issuance of the Standard Coverage Policy to Buyer upon Buyer’s acquisition of title insurance (to the "COMMITMENTS") covering both (a) Property. Buyer shall have the fee interest of ENCURC in right, but not the ENCURC Land and the leasehold interest of ENCURC in the Kxxx Land and (b) the leasehold interest of Seller in the ENCURC Leasehold Estateobligation, from Commonwealth Land 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) obtain an update of that certain ALTA survey of the Property dated February(“Survey”) at Buyer’s sole cost and expense; provided, 1994 prepared 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 Gxxxxxx & Associateswritten notice to Seller, Inc. which survey to any exceptions to title or other matters set forth in the Title Report and(or) the Survey (the “Objection Notice”). Such objections shall be certified within Buyer’s reasonable discretion. Except as provided in the next sentence, if Buyer fails to Buyer and object to any such exceptions or other matters set forth in the Title Company ("SURVEY"). If Buyer shall deliver Report and(or) the "Approval Notice" on or before Survey pursuant to the end of the "Due Diligence Period" (Objection Notice to Seller, as such terms are hereinafter defined)so provided, then Buyer shall be deemed to have approved the exceptions to title shown on the Commitments Title Report and the matters disclosed on the Survey. Approval by Regardless of whether Buyer of any additional exceptions objects to title the same or survey matters disclosed after not, as so provided, Seller shall be responsible, at Seller’s sole cost and expense, for causing the end full reconveyance/termination of the Due Diligence Period shall be a condition precedent to Buyer's obligation to purchase the Property (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 exceptions to title or survey matters, stating the exceptions so disapproved, Encumbrances on or before the sooner Closing and for devoting commercially reasonable efforts to occur 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 (2) business 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 10 days after receipt Buyer’s objections, and request that Buyer waive Buyer’s right to terminate this Agreement due to such 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 unable or elects not to cure any one or more of written notice thereof 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 Closing Datedelivery 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 exceptions. If, for any reason, on or before the Closing Date, Seller does elected 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 cure 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), 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 Seller objections and Buyer shall have no further obligations in connection herewith). Buyer shall have the right and 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 either terminate this Agreement pursuant to Section 7.6 hereof by notice given providing the Disapproval Notice or to Seller, in which event, neither party shall have any rights or obligations waive its right to terminate this Agreement due to such objections by providing the Approval Notice. Buyer may rely upon a preliminary title opinion prepared by an Iowa attorney based on certified abstracts of title to the other under this Agreement, except Real Property in accordance with respect Iowa Land Title Association and American Title Association. The obligation to those obligations that furnish the title coverage as set forth herein shall remain in effect and shall survive Closing. Any exceptions as a termination condition to a policy shall be dealt with at the time of this Agreementa commitment or issuance of a title policy.

Title Report. Buyer has ordered commitments for title insurance Within three (3) business days after 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 in the ENCURC Leasehold Estate, from Commonwealth Land Title Insurance Company (which company, in its capacity as title insurer hereunder, is herein called the "TITLE COMPANY"). In additionExecution Date, Seller has ordered (and upon receipt shall deliver to Buyer) an update of that certain survey of the Property dated February, 1994 Buyer a preliminary title report prepared by Gxxxxxx & Associates, Inc. which survey shall be certified to Buyer and First American Title Company ("SURVEY"“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) 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 endorsements as Buyer may reasonably request. If Buyer shall deliver the "Approval Notice" on or before the end does not give Seller written notice of disapproval of any of the "Due Diligence Period" foregoing items within the prescribed time, the Title Report and the supporting documents shall be deemed approved (as such terms are hereinafter definedand 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 the 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 title shown on the Commitments and the matters disclosed on the Survey. Approval by remove at Seller’s expense, Buyer of any additional exceptions to title or survey matters disclosed after shall have until the end of the Due Diligence Period shall be (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 condition precedent refund of the Deposit. If Buyer elects to Buyer's obligation to purchase the Property waive its disapproval and approve any such exceptions by providing a Notice of Approval (and to obtain the other rights contemplated hereinas defined in Section 5.2.1 below), 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 exceptions to title or survey matters, stating the exceptions so disapproved, on or before the sooner to occur of 10 days after receipt of written notice thereof or the Closing Date, Buyer then shall be deemed to have approved said exceptions. If, for any reason, on or before become Permitted Exceptions at the 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), 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 Seller and Buyer shall have no further obligations in connection 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 satisfiedClosing. Notwithstanding the foregoingabove, Seller shall be obligated title 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 with respect to those obligations that survive a termination of this Agreement.be

Title Report. Buyer Seller has ordered commitments delivered that certain Commitment for title insurance Title Insurance Number 9884-11606 (N80-13610) dated June 24, 1998 (the "COMMITMENTSCommitment") 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 in the ENCURC Leasehold Estate, Land from Commonwealth Land Near North National Title Insurance Company (which company, in its capacity as title insurer hereunder, is herein called the "TITLE COMPANY")Company. In addition, Seller has ordered (and upon receipt shall deliver delivered to Buyer) Buyer an update of that certain updated survey of the Property dated FebruaryDecember 9, 1994 1998, prepared by Gxxxxxx & Xxxxxxxxxx Associates, Inc. which survey shall be certified to Buyer and Title Company Ltd. ("SURVEYSurvey"). If Buyer shall deliver the Except as specifically set forth in Exhibit "Approval Notice" on or before the end of the F- 2"Due Diligence Period" (as such terms are hereinafter defined), Buyer shall be deemed to have approved the exceptions to title shown on the Commitments and hereby approves the matters disclosed on the SurveyCommitment and the Survey (such approved matters being herein called the "Approved Title Matters"). Approval by Buyer of any additional exceptions to title or survey matters disclosed after the end of the Due Diligence Period date hereof shall be a condition precedent to Buyer's obligation to purchase the Property (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 approves any such additional exceptions to title or survey matters, stating the exceptions so disapproved, on or before the sooner to occur of 10 days after receipt of written notice thereof or the Closing Date, Buyer shall be deemed to have approved disapproved said exceptions. If, for any reason, on or before the 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), 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 Seller and Buyer shall have no further obligations in connection 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 Commitments 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 Title Report 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 with respect to those obligations that survive a termination of this Agreement.

Title Report. At any time after the Agreement Date, 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 in the ENCURC Leasehold Estatemay order, from Commonwealth Land Title Insurance Company (which companya title company chosen by Buyer, in its capacity as sole discretion (the “Title Company”), a title insurer hereunderinsurance commitment for one, is herein called some or all of the "TITLE COMPANY"Properties (each, a “Title Report” and, collectively, the “Title Reports). In additionTo facilitate obtaining the Title Reports, promptly after the Agreement Date, Seller shall provide Buyer with copies of the most recent Owner’s title policies for the Properties, to the extent in Seller’s custody or control. The Title Reports shall disclose all matters of record and other matters of which the Title Company has ordered (knowledge which relate to the title of each of the Properties and upon receipt shall deliver detail the Title Company’s requirements for issuing Title Policies for such Properties at the Closing. Buyer shall also have the right to Buyer) an order and obtain, at its expense, one or more new surveys or one or more updates update of that certain survey any of the Property dated FebruaryPartnerships’ existing surveys, 1994 prepared by Gxxxxxx & Associatesif any, Inc. which survey shall be certified to for the Properties. Buyer and Title Company ("SURVEY"). If Buyer shall deliver shall, as part of its Inspections during the "Approval Notice" on or before the end of the "Due Diligence Period" (as , review and examine such terms are hereinafter defined)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 notify Seller of the exceptions and other title matters for each Property which are unsatisfactory to Buyer (the “Title Objections”). Seller shall then have ten (10) 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 Property, 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 waived such right to terminate the exceptions Agreement as to title shown on the Commitments and the matters disclosed on the Survey. Approval by Buyer of any additional exceptions to title or survey matters disclosed after the end of the Due Diligence Period shall be a condition precedent to Buyer's obligation to purchase the Property (such Interest and to obtain have agreed to cure, remove and/or satisfy and shall cure, remove, discharge and/or satisfy to the other rights contemplated herein), reasonable satisfaction of 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 exceptions to title or survey matters, stating the exceptions so disapproved, on or before the sooner to occur of 10 days after receipt of written notice thereof or the Closing Date, Buyer shall be deemed to have approved said exceptions. If, for any reason, on or before the Closing Date, Seller does all the Title Objections to such Property including, but not cause any exceptions limited to title or survey matters which Buyer disapproves liens securing financing (to except for the extent Buyer is permitted hereunder to so disapprove) either to be removed or to obtain a title endorsement (if available) reasonably satisfactory Partnership Debt Documents and Assistance Documents acceptable to Buyer insuring over which encumber 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 soProperty), the obligation of Seller to sellmechanics’ liens, judgments and Buyer to buydelinquent taxes, the Property (assessments, sewer charges and to transfer the other rights contemplated herein) as herein provided shall terminate (and Seller and Buyer shall have no further obligations in connection 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 with respect to those obligations that survive a termination of this Agreementwater charges.

Title Report. Buyer has ordered commitments 7.1 Except for title insurance (the "COMMITMENTS") covering both (a) the fee interest of ENCURC Permitted Exceptions set forth in the ENCURC Land Title Report (as defined below) (“Permitted Exceptions”), title to the Property shall be free of liens and the leasehold interest encumbrances. Seller has furnished Purchaser with a preliminary title report and copies of ENCURC in the Kxxx Land and all exceptions to title referred to therein within 5 business days after Opening of Escrow (b) the leasehold interest of Seller in the ENCURC Leasehold Estate, from Commonwealth Land "Title Insurance Company (which company, in its capacity as title insurer hereunder, is herein called the "TITLE COMPANYReport"). In additionWithin 15 days following the Effective Date, Purchaser shall give Seller has ordered (and upon receipt shall deliver to Buyer) an update notice specifying those matters which are not acceptable conditions of that certain survey of title. All exceptions in the Property dated February, 1994 prepared Title Report not specifically disapproved by Gxxxxxx & Associates, Inc. which survey shall be certified to Buyer and Title Company ("SURVEY"). If Buyer shall deliver Purchaser within 15 days following the "Approval Notice" on or before the end of the "Due Diligence Period" (as such terms are hereinafter defined), Buyer Effective Date shall be deemed to have approved been approved. Seller shall endeavor to remove such objectionable items within 5 business days thereafter, and if Seller fails to remove such objectionable items within said period, Seller shall notify Purchaser in writing of such fact, and Purchaser shall have the exceptions election to be exercised in writing within 5 business days after delivery to Purchaser of such notice by Seller of either: (a) Terminating this Agreement, in which event Escrow Agent shall return the Deposit and all other funds and documents deposited herein to the party depositing the same; (b) Granting Seller a 5 day extension of time in order to effect said cure (“Extended Cure Period”); or, (c) Accepting the Property subject to the objectionable items If Purchaser fails to make the election to terminate or accept title shown on within the Commitments and the matters disclosed on the Survey. Approval by Buyer of any additional exceptions to title 5 business days period provided or survey matters disclosed after the end expiration of the Due Diligence Period shall be a condition precedent to Buyer's obligation to purchase the Property (and to obtain the other rights contemplated herein)Extended Cure Period, 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 exceptions to title or survey mattersas applicable, stating the exceptions so disapproved, on or before the sooner to occur of 10 days after receipt of written notice thereof or the Closing Date, Buyer Purchaser shall be deemed to have approved said exceptions. If, for any reason, on or before elected to accept the Closing Date, Seller does not cause any exceptions to title or survey matters which Buyer disapproves (Property subject to the extent Buyer objectionable item. The title matters that Purchaser elects to accept or is permitted hereunder deemed to so disapprovehave elected to accept are included in the Permitted Exceptions. The following shall be Permitted Exceptions: (a) either All restrictions and requirements as may be imposed by any governmental authority (having jurisdiction over the Property) prior to be removed or to obtain a title endorsement Closing. (if availableb) 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), 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 Seller and Buyer shall have no further obligations in connection herewith). Buyer shall have the option to waive the condition precedent all exceptions 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 (which are not required disapproved or deemed disapproved pursuant to accept (provided the same do not impose material costs, liabilities or obligations upon Seller not otherwise contemplated hereinthis Section 7.1). 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 obligations that survive a termination of this Agreement.

Title Report. Buyer has ordered commitments for title insurance (the "COMMITMENTS"i) 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 in the ENCURC Leasehold Estate, from Commonwealth Land 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 cause to Buyerbe delivered to Purchaser) an update of a CLTA Preliminary Title Report covering the Real Property and the Improvements, which may state that certain it is subject to any matter that would be disclosed by a survey of (the Property dated February"Preliminary Title Report"), 1994 prepared issued by Gxxxxxx & Associates, Inc. which survey shall be certified to Buyer and Chicago Title Insurance Company ("SURVEYTitle Company"). If Buyer shall deliver the "Approval Notice" on or before the end , together with true and legible copies of the "Due Diligence Period" (all documents evidencing matters of record shown as such terms are hereinafter defined), Buyer shall be deemed to have approved the exceptions to title shown on the Commitments and the matters disclosed on the Surveythereon. Approval by Buyer of any additional exceptions to title or survey matters disclosed after the end If Purchaser shall desire an ALTA Survey of the Due Diligence 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 shall be a condition precedent to Buyer's obligation to purchase the Property (and upon receipt shall deliver a copy of the updated Survey to obtain Seller). Purchaser shall have the other rights contemplated herein)right to object to any exceptions contained in the Preliminary Title Report or the Survey by giving notice to Seller before the expiration of the Approval Period. Notwithstanding any of the foregoing, Buyer hereby agreeing that its approval of such additional exceptions to title or survey matters Seller shall at Closing (but shall not be unreasonably withheldobligated prior thereto) remove of record all tax and mechanic's liens (except only for the liens of the taxes and assessments to be prorated under Paragraph 12(a)(ii)), at its sole cost and expense. Unless Buyer Purchaser gives written notice that it disapproves any such additional exceptions to title or survey matters, stating the exceptions so disapproved, on or before the sooner to occur expiration of 10 days after receipt of written notice thereof or the Closing DateApproval Period, Buyer Purchaser shall be deemed to have approved said exceptions. 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 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) 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 Purchaser (Seller having the right but not the obligation to do so), the obligation of Seller to sell, and Buyer Purchaser to buy, the Property (and to transfer the other rights contemplated herein) as herein provided shall terminate (and Seller and Buyer Purchaser shall have no further obligations in connection herewith). Buyer Purchaser shall have the option to waive the condition precedent set forth in this Paragraph 5A(1paragraph 4(a) by notice to Seller. In the event of such waiver, such condition shall be deemed satisfied. Notwithstanding All matters set forth on the foregoingPreliminary Title Report, Seller the Survey or any updated Survey obtained by Purchaser which are not timely objected to by Purchaser shall be obligated permitted exceptions to remove title and shall additionally include (or cause the Title Company to omiti) any of the following exceptions: (x) any deed of trust title or mortgage against the Property securing financing obtained survey matters objected to by Seller; (y) any mechanic's or materialmen's liens based on work performed Purchaser, which objections are subsequently waived in writing by or on behalf of SellerPurchaser, and (zii) any tax title or judgment liens against Seller (the foregoing obligations being without regard survey matters objected to amounts. Seller shall be entitled to adjourn the Closing for a period not to exceed thirty (30) days by Purchaser 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 accordance with the requirements set forth herein, Seller shall so notify Buyer, terms 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 provisions of this Agreement, except 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 respect extended coverage). (ii) If at the date of Closing there are any liens or encumbrances that Seller is obligated to those obligations that survive a termination pay and dis charge, Escrow Agent may use any portion of this Agreementthe Purchase Price to satisfy the same (if the same are not bonded-over or otherwise satisfied by title endorsement), provided Seller shall simultaneously either deliver to Escrow Agent at Closing title instruments in recordable form sufficient to satisfy such liens and encumbrances of record, together with the cost of recording or filing said instruments.

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 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 has ordered commitments for title insurance by its A.L.T.A. Form B, Owner's Title Insurance Policy (the "COMMITMENTSOWNER'S POLICY"), upon recording of the deed (or deeds) covering both to be given by Seller (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 in the ENCURC Leasehold Estate, from Commonwealth Land Title Insurance Company (which company, in its capacity as title insurer hereunder, is herein called the "TITLE COMPANYCOMMITMENT"), along with legible copies of all documents referred to therein (the Title Commitment and all such documents herein referred to as the "TITLE INFORMATION"). In addition, Seller has ordered (To the maximum extent Buyer is able based upon the Title Information and upon receipt shall deliver to Buyer) an update of that certain survey the existing surveys of the Property dated February, 1994 prepared which by Gxxxxxx & Associates, Inc. which survey shall be certified then have been made available to Buyer by Seller, but without the Surveys, Buyer shall give Seller written notice on or before the expiration of fifteen (15) business days after receipt of the Title Information and existing surveys that the condition of title as set forth in such Title Company Information 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 ("SURVEYTITLE 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 option, to eliminate or modify all such Title Objections to the sole satisfaction of Buyer. If Buyer shall deliver does not notify Seller in writing of any Title Objections within the "Approval 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" (as such terms are hereinafter defined), Buyer shall be deemed conclusively presumed to have approved the exceptions waived its objections to any condition of title shown on the Commitments and the matters disclosed on the Survey. Approval by Buyer of any additional exceptions to title or survey matters disclosed after the end of the Due Diligence Period shall be a condition precedent to Buyer's obligation to purchase the Property (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 exceptions to title or survey matters, stating the exceptions so disapproved, on or before the sooner to occur of 10 days after receipt of written notice thereof or the Closing Date, Buyer shall be deemed to have approved said exceptions. If, for any reason, on or before the 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), 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 Seller and Buyer shall have no further obligations in connection 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 reflected in the Title Report that Buyer is not required Commitment and the Surveys. In no event shall the provisions of Paragraphs 4.A. or 4.B. operate to accept (provided extend or postpone 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 obligations that survive a termination of this AgreementClosing.

Title Report. Seller has delivered to Buyer has ordered commitments for title insurance a copies of Title Commitment Numbers 513659 and 513660, effective as of December 1, 1995, and issued on December 8, 1995 (collectively, the "COMMITMENTSPRELIMINARY TITLE REPORT") 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 in the ENCURC Leasehold Estate, Property from Commonwealth Land 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 delivered a survey of the Property dated Februarylast revised February 12, 1994 1996, prepared by Gxxxxxx & Associates, Inc. which survey shall be certified to Buyer and Title Wxxxxx Engineering Company ("SURVEY"). Seller is the process of having the Preliminary Title 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 shall fail to deliver the written notice ("Approval 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 Period" Period and (as such terms are hereinafter defined)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 exceptions to title shown on the Commitments 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 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 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 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 to title or survey matters matter disclosed after the 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 obligation to purchase the Property (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 withheldProperty. Unless Buyer gives written notice that it disapproves approves any such additional 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 sooner to occur of 10 ten (10) business days after receipt of written notice thereof or the Closing Date, Buyer shall be deemed to have approved disapproved said exceptions. If, for any reason, on or before the 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) 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), 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 Seller and Buyer shall have no further obligations in connection herewith). Buyer shall have the option to waive the condition precedent set forth in this Paragraph 5A(1paragraph 4A(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 with respect to those obligations that survive a termination of this Agreement.

Title Report. Buyer has ordered commitments for title insurance (the "COMMITMENTS") covering both (a) Purchaser acknowledges it has obtained a title commitment, (Number NCS-420791-MICH) with an effective date as of January 19, 2010 (the fee interest “Commitment”), for the Real Property prepared by Title Company. Purchaser has approved the Commitment (other than any and all Monetary Liens) as of ENCURC the Agreement Date, provided, however, that Purchaser shall be permitted to object to any encumbrance or defect in title that is properly recorded in the ENCURC Land and real property records of the leasehold interest County of ENCURC in Summit, State of Ohio on or after the Kxxx Land and January 19, 2010 (b“Post Agreement Date Encumbrances”) excluding those matters created, suffered or permitted by, at the leasehold interest request of Seller in the ENCURC Leasehold Estate, from Commonwealth Land Title Insurance Company or through Purchaser (which company, in its capacity as title insurer hereunder, is herein called the "TITLE COMPANY"“Post Agreement Date Objections”). 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 ("SURVEY"). If Buyer shall deliver the "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 exceptions to title shown on the Commitments and the matters disclosed on the Survey. Approval by Buyer of any additional exceptions to title or survey matters disclosed after the end of the Due Diligence Period shall be a condition precedent to Buyer's obligation to purchase the Property (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 exceptions to title or survey matters, stating the exceptions so disapproved, on or before the sooner to occur of 10 Within five business days after receipt of written notice thereof Purchaser’s Post Agreement Date Objections, Seller shall notify Purchaser if Seller is unable or the Closing Date, Buyer shall be deemed unwilling to have approved said exceptions. If, for remove any reason, such Post Agreement Date Encumbrances on or before the Closing Date, Seller does not cause any exceptions prior 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 Seller’s sole cost or expense to Buyer (Seller having the right but not the obligation to do so), 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 Seller and Buyer shall have no further obligations in connection 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 ’s 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 hereinNotice”). If Seller is unable or unwilling to cure any such Post Agreement Date Objections, Purchaser shall have the 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 Deposit shall be promptly returned to Purchaser. If Purchaser fails to timely respond to such Seller’s Title Notice, Purchaser shall be deemed to have waived such exceptions and shall be required to proceed with Closing without diminution in the Purchase Price. From and after reasonable good faith effort, the Agreement Date until the earlier of Closing or is not required to, eliminate a title exceptions or otherwise comply with the requirements set forth hereintermination hereof, Seller shall so notify Buyernot take any action, or fail to take any action, that would cause title to the Property to be subject to any title exceptions, other than the Permitted Liens. (b) Those Post Agreement Date Encumbrances that Purchaser does not disapprove of, as well as (i) any exceptions included in the Commitment that were recorded prior to January 19, 2010 (other than any and all Monetary Liens), (ii) real estate taxes which are not yet due and payable, (iii) matters created, suffered or permitted by or through the Purchaser, (iv) roads, highways, and Buyer other public rights of way, (v) zoning, land use and other governmental laws, rules and regulations, (vi) any matters that would be shown by an accurate survey of the Property, including, without limitation, easements, quasi-easements, licenses, covenants, rights- of-way or other similar restrictions, including any other agreements, conditions or restrictions, (vii) the Title Company’s so-called “standard exceptions” except to the extent that any of the same are deleted by Title Company, (viii) rights, remedies and obligations of Seller and Chrysler relating to the Property as its sole set forth in the TSA (the “Chrysler License”), (ix) the rights of Chrysler Group LLC and exclusive remedyOmnisource Corporation, may terminate an Indiana corporation (“Omnisource”), pursuant to that certain Scrap Management Agreement, dated as of April 9, 1992, as amended by the First Amendment to Scrap Management Agreement, dated as of September 3, 1992, as further amended by the Second Amendment to Scrap Management Agreement, dated as of January 15, 1995 and as further amended by the Third Amendment to Scrap Management Agreement, dated as of January 1, 2004 (as amended, the “Scrap Management Agreement”) and (x) rights, remedies and obligations of Seller and Chrysler relating to the Property as set forth in the Letter Agreement, shall be “Permitted Liens”; provided, however, Seller agrees that under no circumstances shall any of the Monetary Liens be Permitted Liens and that all Monetary Liens will be released from the Property and will attach to the Sale Proceeds in the same order of priority, validity and enforceability as existing prior to the sale of the Property by Seller to Purchaser to the extent provided in the Sale Order. For the avoidance of doubt, Seller shall use reasonable efforts to deliver, but shall not be required to deliver, to Purchaser releases from any individual lienholders on the Property. (c) Notwithstanding any provision of this Agreement by notice given to Seller, in which event, neither party shall have any rights or obligations to the other under this Agreementcontrary, from and after the Agreement Date except with respect for the Third Amendment, Seller will not amend the TSA (as it relates to those obligations that survive a termination the Property) without the prior written consent of this AgreementPurchaser.

Title Report. Within five (5) Business Days after the Effective Date, Seller shall obtain and deliver to Buyer has ordered commitments a preliminary title report for title insurance the Property prepared by Title Company (the "COMMITMENTSPTR") covering both (a) the fee interest ), together with copies of ENCURC all underlying title documents described in the ENCURC Land PTR and the leasehold interest of ENCURC in the Kxxx Land and (b) the leasehold interest of Seller in the ENCURC Leasehold Estate, from Commonwealth Land 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 most current ALTA survey of the Property dated Februaryin 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 by the Title Notice Date, 1994 prepared by Gxxxxxx & Associates, Inc. which survey that shall be certified deemed, subject to Section 4.1.4 above, Buyer's unconditional approval of the condition 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 Title Company Escrow Holder identifying which disapproved items Seller shall undertake to cure or not cure ("SURVEYSeller's Response"); however, Seller must cure the Monetary Liens. If Buyer shall Seller does not deliver the "Approval Notice" on or before the end of the "Due Diligence Period" (as a Seller's Response prior to such terms are hereinafter defined)date, Buyer Seller shall be deemed to have approved the exceptions elected to title shown on the Commitments and the matters disclosed on the Survey. Approval by Buyer of not remove or otherwise cure any additional exceptions to title or survey matters disclosed after the end of the Due Diligence Period shall be a condition precedent to Buyer's obligation to purchase the Property (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 exceptions to title or survey matters, stating the exceptions so disapproved, on or before the sooner to occur of 10 days after receipt of written notice thereof or the Closing Date, Buyer shall be deemed to have approved said exceptions. If, for any reason, on or before the 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), 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 Seller and Buyer shall have no further obligations in connection 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. 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 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 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 actual or deemed Seller Response. If Seller and Escrow Holder have not received Buyer's Approval Notice from Buyer by the Contingency Date, that shall be deemed Buyer's disapproval of the Seller Response and election to terminate the Agreement and Escrow. In addition, if the Commitments disclose judgmentsBuyer delivers a Buyer's Approval Notice, 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 all matters (except for Monetary Liens) shown in the Title Report that Buyer is not required to accept (provided PTR and 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 Survey with respect to those obligations that survive which Buyer fails to give a termination of this AgreementTitle Notice on or before 5:00 p.m. (Pacific Time) on the Title Notice Date shall be deemed to be approved by Buyer.

Title Report. Seller has delivered to Buyer has ordered commitments for a copy of that certain preliminary title insurance report number 000961786 dated October 22, 1996 (the "COMMITMENTSPreliminary Title Report") 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 in the ENCURC Leasehold Estate, Property from Commonwealth Land Chicago Title Insurance Company (which company, in its capacity as title insurer hereunder, is herein called the "TITLE COMPANYTitle Company"). In addition, Seller has ordered (and upon receipt shall deliver delivered to Buyer) Buyer an update dated November 22, 1996 of that certain ALTA survey of the Property originally dated FebruaryNovember 10, 1994 1988, prepared by Gxxxxxx Penfield & AssociatesXxxxx, Inc. which survey shall is to be certified to Buyer and Title Company ("SURVEYSurvey"). If Buyer shall deliver the "Approval Notice" on or before have until the end of the "Due Diligence Period" (as such terms are 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 shall fail to deliver to Seller a Title Objection Notice prior to the expiration of the Due Diligence Period, Buyer shall be deemed to have approved the exceptions to title shown on the Commitments Preliminary Title Report and the matters disclosed on the Survey. If Seller elects not to cause any 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 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. Approval by Buyer of any additional exceptions to title or survey matters first disclosed after the end of the Due Diligence Title Review Period shall be a condition precedent to Buyer's obligation to purchase the Property (and to obtain the other rights contemplated herein)Property; provided, Buyer hereby agreeing that its however, such 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 exceptions to title or survey matters, stating the exceptions so disapproved, on or before the sooner to occur of 10 (i) three (3) business days after receipt of written notice thereof or and (ii) the Closing Date, Buyer shall be deemed to have approved said exceptionsadditional exceptions or survey matters. If, for any reason, on or before the 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) 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), 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 Seller and Buyer shall have no further obligations in connection herewith). Buyer shall have the option to waive the condition precedent set forth in this Paragraph 5A(1paragraph 4A(1) by notice to Seller. In the event of such waiver, such condition shall be deemed satisfied. Notwithstanding All matters set forth on the foregoingPreliminary 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 remove (or cause the Title Company to omit) prevent 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 Sellerfurther liens, 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 encumbrances or other returns against title defects (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 than Permitted Exceptions) with respect to those obligations that survive a termination of this Agreementthe Property.

Title Report. Buyer has ordered commitments for Upon the execution hereof by Purchaser and Seller, Seller shall order a preliminary title insurance commitment (including copies of all documents described therein as exceptions to coverage) with respect to the Premises from Chicago Title Insurance Company, National Business Unit, 0000-00xx Xxxxxx XX, Xxxxx 000, Xxxxxxxxxx, X.X. 00000, Attention: Xxxxxx Xxxx (the "COMMITMENTSTitle Company") covering both (a) for delivery to Purchaser. To the fee interest extent such title commitment discloses matters not shown as Permitted Encumbrances, Purchaser shall have until the earlier of ENCURC the Due Diligence Deadline or 20 days following receipt by Purchaser of the last of the title commitment, title exception documents and Survey within which to object in writing to the ENCURC Land 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 leasehold interest 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 ENCURC in the Kxxx Land and (b) the leasehold interest of Seller in the ENCURC Leasehold Estate, from Commonwealth Land 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 ("SURVEY")both parties. If Buyer shall deliver the "Approval Notice" on Seller is unwilling or before the end unable to remove or cure some or all of the "Due Diligence Period" 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: (as 1) waive its objection to those matters not removed or cured (whereby such terms are hereinafter defined), Buyer matters shall be deemed to have approved be included within the exceptions definition of Permitted Encumbrances) and proceed to title shown on Closing; or (2) terminate this transaction, in which event the Commitments Xxxxxxx Money shall promptly be returned to Purchaser, any information and the matters disclosed on the Survey. Approval documents supplied by Buyer of any additional exceptions to title or survey matters disclosed after the end of the Due Diligence Period shall be a condition precedent to Buyer's obligation to purchase the Property (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 exceptions to title or survey matters, stating the exceptions so disapproved, on or before the sooner to occur of 10 days after receipt of written notice thereof or the Closing Date, Buyer shall be deemed to have approved said exceptions. If, for any reason, on or before the 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), the obligation of Seller to sellPurchaser shall promptly be returned to Seller, and Buyer to buy, the Property (and to transfer the other rights contemplated herein) as herein provided shall terminate (and Seller and Buyer Purchaser shall be relieved and discharged of any further liability or obligation under this Agreement except as may have no further obligations in connection herewith)accrued pursuant to Section 6 hereof. Buyer shall have Notwithstanding anything herein to the option contrary, as long as Purchaser has provided its objections to waive the condition precedent set forth title commitment to Seller within the time period prescribed in this Paragraph 5A(1) by notice to Seller. In the event of such waiver, such condition shall be deemed satisfied. Notwithstanding the foregoingSection 5, Seller shall be obligated to remove cure any matter or matters (which are not set forth as Permitted Encumbrances on Exhibit "B") that are objected to by Purchaser in the event that (A) Seller has caused the matter or cause the Title Company matters objected 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 SellerPurchaser, and (zB) any tax the matter or judgment liens against Seller (the foregoing obligations being without regard matters objected to amountsby Purchaser may be cured by Seller's payment of an amount up to $100,000. Seller shall and Purchaser hereby agree that Seller will be entitled under no obligation to adjourn the Closing for a period not to exceed thirty (30) days in order to eliminate title exceptions disapproved cure any objection 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 Purchaser with respect to any restrictive covenants similar to those obligations that survive a termination described in Section 3(d) of this Agreement.

Title Report. Within five (5) business days after the Opening of Escrow, Escrow Agent shall furnish Buyer has ordered commitments and Seller with a commitment for standard coverage title insurance (the "COMMITMENTS"“Title Report”) 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 in the ENCURC Leasehold Estate, from Commonwealth Land prepared by Fidelity National Title Insurance Company (which company“Title Insurer”) for the Property, 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 along with legible copies of the Property dated Februarymatters shown on Schedule ”B” thereto. If any matters indicated as exceptions in the Title Report (other than the standard printed exclusions or exceptions) would materially and adversely affect Xxxxx’s contemplated use of the Property, 1994 prepared by Gxxxxxx & Associates, Inc. which survey Buyer shall be certified entitled to Buyer object to such matter by delivering written notice to Seller and Title Company ("SURVEY"). If Buyer shall deliver the "Approval Notice" Escrow Agent on or before the end date that is seven (7) business days after Buyer’s receipt of the "Due Diligence Period" (as such terms are hereinafter defined)Title Report, said written notice to specify in reasonable detail the matter to which Buyer objects and the manner in which said matter materially and adversely affects Xxxxx’s contemplated use of the Property. Buyer shall be deemed to have approved the exceptions condition of title if Xxxxx fails to title shown on the Commitments notify Seller and Xxxxxx Agent in writing of any objections by said date. After receipt of Xxxxx’s objections, if any, Seller may elect to either: (i) attempt to eliminate the matters disclosed on the Surveyto which Xxxxx has objected or to cause Escrow Agent to insure over said matters, or (ii) notify Buyer and Escrow Agent that Seller is unable or unwilling to eliminate said matters or cause Escrow Agent to insure over said matters. Approval Such election may be made by Buyer of any additional exceptions to title or survey matters disclosed after the end of the Due Diligence Period shall be a condition precedent to Buyer's obligation to purchase the Property (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 Seller by written notice that it disapproves any such additional exceptions to title or survey matters, stating the exceptions so disapproved, Xxxxx and Xxxxxx Agent on or before the sooner to occur of 10 date that is five (5) days after receipt of Xxxxxx receives Buyer’s objection notice (such notice is referenced herein as “Seller’s Election Notice”). If Seller fails to deliver Seller’s Election Notice within the five (5) day period (the “Seller Response Period”), Seller shall be deemed to have elected option (ii). If Seller elects option (i), then Seller shall be obligated to eliminate said matters or cause Escrow Agent to insure over said matters on or before the Closing. If Seller instead elects or is deemed to have elected option (ii), then Buyer shall have the right to terminate this Agreement by giving Seller and Escrow Agent written notice thereof on or before the Closing Datelater of the (i) day after the first regularly scheduled City Council meeting following the Seller Response Period, or (ii) last day of the Feasibility Period (the “Buyer Response Period)”. If Buyer fails to so notify Seller and Escrow Agent prior to the expiration of the Buyer Response Period, Buyer shall be deemed to have approved said exceptionswaived its right to terminate this Agreement and shall proceed to closing without any reduction in the Purchase Price. IfNotwithstanding the foregoing, for Xxxxx acknowledges and agrees that Xxxxxx has no obligation to cure, or attempt to cure, any reasonobjections or other matters set forth in Buyer’s objection notice. In the event of any timely termination by Buyer pursuant to this Section 5, on or before the 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 Xxxxxxx Money shall be removed or to obtain a title endorsement (if available) reasonably satisfactory refunded to Buyer insuring over such disapproved matter on or before and the Closing Date at no cost or expense to Buyer (Seller having the right but not the obligation to do so), 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 Seller and Buyer parties hereto shall have no further obligations in connection 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 each other under this Agreement, except with respect to those obligations that survive a termination of as otherwise specifically set forth in this Agreement.

Title Report. Within five (5) business days after the Effective Date Seller shall cause the Title Company to deliver to Buyer has ordered commitments for (1) a title insurance commitment covering the Property from the Title Company; and (2) copies of the documents evidencing the exceptions to title stated therein (collectively, 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 in the ENCURC Leasehold Estate, from Commonwealth Land Title Insurance Company (which company, in its capacity as title insurer hereunder, is herein called the "TITLE COMPANYReport"). In additionBuyer shall order, Seller has ordered (and and, upon receipt shall its receipt, Buyer will deliver to Buyer) Seller either an update of that certain the survey previously delivered to Buyer by Seller, or a new survey (collectively, the "Survey") of the Property dated February, 1994 prepared by Gxxxxxx & Associates, Inc. which survey shall be certified to Property. Unless Buyer and Title Company gives written notice ("SURVEYTitle Disapproval Notice"). If Buyer shall deliver the "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 ) that it disapproves the exceptions to title shown on the Commitments and Title Report or the matters disclosed on by the Survey. Approval by Buyer of any additional exceptions to title or survey matters disclosed after the end of the Due Diligence Period shall be a condition precedent to Buyer's obligation to purchase the Property (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 exceptions to title or survey matters, stating the exceptions so disapproved, on or before the sooner to occur within ten (10) days of 10 days after Buyer's receipt of written notice thereof or both the Closing DateTitle 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 said exceptionsthe Survey and the exceptions listed in the Title Report. IfSeller shall provide notice to Buyer, for not later than seven (7) days after its receipt of any reasonTitle Disapproval Notice indicating whether or not, on or before the 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 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 in a title endorsement (if available) form reasonably satisfactory acceptable to Buyer insuring over such disapproved matter on or before the Closing Date 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), 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 (and to transfer the other rights contemplated herein) as herein provided shall terminate (and Seller and Buyer shall have no further obligations in connection 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 all of such waiver, such condition shall be deemed satisfied. Notwithstanding the foregoing, which 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 Sellerinsure over), and (zii) correct any tax disapproved Survey matter. If Seller has provided notice to Buyer that Seller will not remove or judgment liens against Seller 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 foregoing obligations being without regard to amounts. Seller event of any such termination, the Deposit 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 promptly delivered 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 obligations that survive a termination of this Agreement.

Title Report. Buyer has ordered commitments for title insurance Within three (3) business days after 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 in the ENCURC Leasehold Estate, from Commonwealth Land Title Insurance Company (which company, in its capacity as title insurer hereunder, is herein called the "TITLE COMPANY"). In additionExecution Date, Seller has ordered (and upon receipt shall deliver to Buyer) an update of that certain survey of the Property dated February, 1994 Buyer a preliminary title report prepared by Gxxxxxx & Associates, Inc. which survey shall be certified to Buyer and First American Title Company ("SURVEY"“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 shall deliver the "Approval Notice" on or before the end does not give Seller written notice of disapproval of any of the "Due Diligence Period" foregoing items within the prescribed time, the Title Report and the supporting documents shall be deemed approved (as such terms are hereinafter definedand 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 approved the 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 title shown on the Commitments and the matters disclosed on the Survey. Approval by remove at Seller’s expense, Buyer of any additional exceptions to title or survey matters disclosed after shall have until the end of the Due Diligence Period shall be (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 condition precedent refund of the Deposit. If Buyer elects to Buyer's obligation to purchase the Property (waive its disapproval 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 approve any such additional exceptions, or if Buyer does not expressly elect to terminate by timely delivery of a Termination Notice, such exceptions to title or survey matters, stating the exceptions so disapproved, on or before the sooner to occur of 10 days after receipt of written notice thereof or the Closing Date, Buyer then shall be deemed to have approved said exceptions. If, for any reason, on or before become Permitted Exceptions at the 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), 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 Seller and Buyer shall have no further obligations in connection 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 with respect to those obligations that survive a termination of this AgreementClosing.

Title Report. Buyer has ordered commitments Seller, at no cost or liability to Purchaser (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 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 provisions of this Agreement (the "COMMITMENTS") covering both (a) the fee interest of ENCURC Title Policy). The Title Company shall provide affirmative insurance that any restrictive covenants set forth in the ENCURC Land 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 leasehold interest of ENCURC in exception for taxes shall apply only to the Kxxx Land current and (b) the leasehold interest of Seller in the ENCURC Leasehold Estatesubsequent years, from Commonwealth Land Title Insurance Company (which company, in its capacity shall provide that any exception 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 easements not shown by Gxxxxxx & Associates, Inc. which survey public records shall be certified either deleted or limited to Buyer and Title Company ("SURVEY"). If Buyer shall deliver the "Approval Notice" on such matters or before the end of the "Due Diligence Period" (conditions as such terms are hereinafter defined), Buyer shall be deemed to have approved the exceptions to title shown on the Commitments and the matters disclosed on the Survey. Approval by Buyer Seller shall use its best efforts to cause to be furnished to Purchaser true, correct, and legible copies of any additional all instruments referred to in said commitment as conditions or exceptions to title or survey to the Premises. Purchaser shall have the right to notify Seller of any matters disclosed after which render the end of title uninsurable, and Seller shall, as provided herein, have the Due Diligence Period shall be a condition precedent opportunity to Buyer's obligation to purchase the Property (and to obtain the other rights contemplated herein), Buyer hereby agreeing that its approval of remove such additional exceptions to title or survey matters shall not be unreasonably withheldmatters. Unless Buyer gives written notice that it disapproves any such additional exceptions to title or survey matters, stating the exceptions so disapproved, on or before the sooner to occur of 10 days after receipt of written notice thereof or the Closing Date, Buyer Nothing herein contained shall be deemed to have approved said exceptions. If, for a waiver by Purchaser of any reason, on objections or before the 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), 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 Seller and Buyer shall have no further obligations in connection 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 defects 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 obligations that survive a termination of this Agreementtitle.

Title Report. Within five (5) business days after the Effective Date Seller shall cause the Title Company to deliver to Buyer has ordered commitments for (1) a title insurance commitment covering the Property from the Title Company; and (2) copies of the documents evidencing the exceptions to title stated therein (collectively, 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 in the ENCURC Leasehold Estate, from Commonwealth Land Title Insurance Company (which company, in its capacity as title insurer hereunder, is herein called the "TITLE COMPANYReport"). In additionBuyer shall order, Seller has ordered (and and, upon receipt shall its receipt, Buyer will deliver to Buyer) Seller either an update of that certain the survey previously delivered to Buyer by Seller, or a new survey (collectively, the "Survey") of the Property dated February, 1994 prepared by Gxxxxxx & Associates, Inc. which survey shall be certified to Property. Unless Buyer and Title Company gives written notice ("SURVEYTitle Disapproval Notice"). If Buyer shall deliver the "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 ) that it disapproves the exceptions to title shown on the Commitments and Title Report or the matters disclosed on by the Survey. Approval by Buyer of any additional exceptions to title or survey matters disclosed after the end of the Due Diligence Period shall be a condition precedent to Buyer's obligation to purchase the Property (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 exceptions to title or survey matters, stating the exceptions so disapproved, on or before the sooner to occur within ten (10) days of 10 days after Buyer's receipt of written notice thereof or both the Closing DateTitle 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 said exceptionsthe Survey and the exceptions listed in the Title Report. IfSeller shall provide notice to Buyer, for not later than seven (7) days after its receipt of any reasonTitle Disapproval Notice indicating whether or not, on or before the 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 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 in a title endorsement (if available) form reasonably satisfactory acceptable to Buyer insuring over such disapproved matter on or before the Closing Date 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, 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 (and to transfer the other rights contemplated herein) as herein provided shall terminate (and Seller and Buyer shall have no further obligations in connection 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 all of such waiver, such condition shall be deemed satisfied. Notwithstanding the foregoing, which 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 Sellerinsure over), and (zii) correct any tax disapproved Survey matter. If Seller has provided notice to Buyer that Seller will not remove or judgment liens against Seller 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 foregoing obligations being without regard to amounts. Seller event of any such termination, the Deposit 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 promptly delivered 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 obligations that survive a termination of this Agreement.

Title Report. Buyer has ordered commitments for title insurance (the "COMMITMENTS"i) 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 in the ENCURC Leasehold Estate, from Commonwealth Land 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 cause to Buyerbe delivered to Purchaser) an update of a CLTA Preliminary Title Report covering the Real Property and the Improvements, which may state that certain it is subject to any matter that would be disclosed by a survey of (the Property dated February"Preliminary Title Report"), 1994 prepared issued by Gxxxxxx & Associates, Inc. which survey shall be certified to Buyer and North American Title Company ("SURVEYTitle Agent"). If Buyer shall deliver the "Approval Notice" on or before the end , together with true and legible copies of the "Due Diligence Period" (all documents evidencing matters of record shown as such terms are hereinafter defined), Buyer shall be deemed to have approved the exceptions to title shown on the Commitments and the matters disclosed on the Surveythereon. Approval by Buyer of any additional exceptions to title or survey matters disclosed after the end If Purchaser shall desire an ALTA Survey of the Due Diligence 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 shall be a condition precedent to Buyer's obligation to purchase the Property (and upon receipt shall deliver a copy of the updated Survey to obtain Seller). Purchaser shall have the other rights contemplated herein)right to object to any exceptions contained in the Preliminary Title Report or the Survey by giving notice to Seller before the expiration of the Approval Period. Notwithstanding any of the foregoing, Buyer hereby agreeing that its approval of such additional exceptions to title or survey matters Seller shall at Closing (but shall not be unreasonably withheldobligated prior thereto) remove of record all tax and mechanic's liens (except only for the liens of the taxes and assessments to be prorated under Paragraph 12(a)(ii)), at its sole cost and expense. Unless Buyer Purchaser gives written notice that it disapproves any such additional exceptions to title or survey matters, stating the exceptions so disapproved, on or before the sooner to occur expiration of 10 days after receipt of written notice thereof or the Closing DateApproval Period, Buyer Purchaser shall be deemed to have approved said exceptions. 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 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) 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 Purchaser (Seller having the right but not the obligation to do so), the obligation of Seller to sell, and Buyer Purchaser to buy, the Property (and to transfer the other rights contemplated herein) as herein provided shall terminate (and Seller and Buyer Purchaser shall have no further obligations in connection herewith). Buyer Purchaser shall have the option to waive the condition precedent set forth in this Paragraph 5A(1paragraph 4(a) by notice to Seller. In the event of such waiver, such condition shall be deemed satisfied. Notwithstanding All matters set forth on the foregoingPreliminary Title Report, Seller the Survey or any updated Survey obtained by Purchaser which are not timely objected to by Purchaser shall be obligated permitted exceptions to remove title and shall additionally include (or cause the Title Company to omiti) any of the following exceptions: (x) any deed of trust title or mortgage against the Property securing financing obtained survey matters objected to by Seller; (y) any mechanic's or materialmen's liens based on work performed Purchaser, which objections are subsequently waived in writing by or on behalf of SellerPurchaser, and (zii) any tax title or judgment liens against Seller (the foregoing obligations being without regard survey matters objected to amounts. Seller shall be entitled to adjourn the Closing for a period not to exceed thirty (30) days by Purchaser 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 accordance with the requirements set forth herein, Seller shall so notify Buyer, terms 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 provisions of this Agreement, except 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 respect extended coverage). (ii) If at the date of Closing there are any liens or encumbrances that Seller is obligated to those obligations that survive a termination pay and discharge, Escrow Agent may use any portion of this Agreementthe Purchase Price to satisfy the same (if the same are not bonded-over or otherwise satisfied by title endorsement), provided Seller shall simultaneously either deliver to Escrow Agent at Closing title instruments in recordable form sufficient to satisfy such liens and encumbrances of record, together with the cost of recording or filing said instruments.

Title Report. Buyer has ordered commitments Seller, at no cost or liability to Purchaser (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 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 provisions of this Agreement (the "COMMITMENTS") covering both (a) the fee interest of ENCURC Title Policy). The Title Company shall provide affirmative insurance that any restrictive covenants set forth in the ENCURC Land 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 leasehold interest of ENCURC in exception for taxes shall apply only to the Kxxx Land current and (b) the leasehold interest of Seller in the ENCURC Leasehold Estatesubsequent years, from Commonwealth Land Title Insurance Company (which company, in its capacity shall provide that any exception 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 easements not shown by Gxxxxxx & Associates, Inc. which survey public records shall be certified either deleted or limited to Buyer and Title Company ("SURVEY"). If Buyer shall deliver the "Approval Notice" on such matters or before the end of the "Due Diligence Period" (conditions as such terms are hereinafter defined), Buyer shall be deemed to have approved the exceptions to title shown on the Commitments and the matters disclosed on the Survey. Approval by Buyer Seller shall use its best efforts to cause to be furnished to Purchaser true, correct, and legible copies of any additional all instruments referred to in said commitment as conditions or exceptions to title or survey to the Premises. Purchaser shall have the right to notify Seller of any matters disclosed after which render the end of title uninsurable, and Seller shall, as provided herein, have the Due Diligence Period shall be a condition precedent opportunity to Buyer's obligation to purchase the Property (and to obtain the other rights contemplated herein), Buyer hereby agreeing that its approval of remove such additional exceptions to title or survey matters shall not be unreasonably withheldmatters. Unless Buyer gives written notice that it disapproves any such additional exceptions to title or survey matters, stating the exceptions so disapproved, on or before the sooner to occur of 10 days after receipt of written notice thereof or the Closing Date, Buyer Nothing herein contained shall be deemed to have approved said exceptions. If, for a waiver by Purchaser of any reason, on objections or before the 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), 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 Seller and Buyer shall have no further obligations in connection 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 defects 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 obligations that survive a termination of this Agreementtitle.

Title Report. Prior to the Effective Date, Seller caused Title Company to deliver to Buyer has ordered commitments a preliminary title report for title insurance the Property (the "COMMITMENTSPTR"), and copies of all underlying title documents described in the PTR and Buyer shall have provided written notice (the "Title Notice") covering both (a) to Seller of any matters shown by 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 in the ENCURC Leasehold Estate, from Commonwealth Land Title Insurance Company (PTR or on any survey obtained by Buyer 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 are not satisfactory to Buyer) an update of that certain survey . As of the Property dated February, 1994 prepared by Gxxxxxx & Associates, Inc. which survey shall be certified to Buyer and Title Company ("SURVEY"). If Buyer shall deliver the "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 exceptions to title shown on the Commitments and the matters disclosed on the Survey. Approval by Buyer of any additional exceptions to title or survey matters disclosed after the end of the Due Diligence Period shall be a condition precedent to Buyer's obligation to purchase the Property (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 exceptions to title or survey matters, stating the exceptions so disapproved, on or before the sooner to occur of 10 days after receipt of written notice thereof or the Closing Effective Date, Buyer shall be deemed 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 approved said exceptions. If, for any reason, on or before the 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 as a condition to Buyer (Seller having Closing for the right but not the obligation benefit of Buyer, liens secured by deeds of trust securing loans made to do so)Seller, the obligation of Seller mechanics' liens relating to sellwork contracted for by Seller, judgment liens against Seller, and Buyer to buy, the Property delinquent real property taxes (and to transfer the other rights contemplated herein) as herein provided shall terminate (and Seller and Buyer shall have no further obligations in connection herewith"Monetary Liens"). If any supplemental title report or update containing any exceptions not included in the PTR (the “New Exceptions”) is issued on or after the Effective Date, Buyer shall have will be entitled to object to the option New Exceptions by delivering a Title Notice to waive the condition precedent set forth in this Paragraph 5A(1Seller no later than two (2) by notice to Seller. In the event business days following Buyer’s receipt of such waiver, such condition shall be deemed satisfiedsupplement or update. Notwithstanding the foregoingIf Buyer delivers a Title Notice with respect to any New Exceptions, Seller shall be obligated have two (2) business days within which 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 written notice to Buyer and Title Company at Closing a certificate stating that such judgments, mortgages, bankruptcies, liens Escrow Holder identifying which disapproved New Exceptions Seller shall undertake to cure or other returns are not against cure ("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 hereinResponse"). If Seller is unable after reasonable good faith effortdoes not expressly agree in writing to remove the objectionable New Exception(s) Buyer may either terminate this Agreement and the Deposit, or is not required towith all interest earned thereon, eliminate a title exceptions or otherwise comply with the requirements set forth herein, Seller shall so notify be delivered to 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 further rights or obligations hereunder except for those expressly stated to survive the other under this Agreement, except with respect to those obligations that survive a termination of this AgreementAgreement or waive its objections to the New Exceptions. If necessary, the Closing Date shall be extended, in no event by more than four (4) days, to allow for the review and response process relating to any New Exceptions. If Buyer does not deliver the Title Notice, the New Exceptions will be deemed approved by Buyer.

Title Report. Buyer has ordered commitments for A Pro forma title insurance policy no. 6144435 X59 dated February 10, 1997 (the "COMMITMENTSPro Forma") 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 in the ENCURC Leasehold Estate, from Commonwealth Land Property issued by Chicago Title Insurance Company (which such company, in its capacity as title insurer hereunder, is herein called the "TITLE COMPANYTitle Company")) has been delivered to Buyer and is attached hereto as Exhibit "D". In addition, Seller has ordered delivered an updated ALTA survey dated as of November 26, 1996 (and upon receipt shall deliver to Buyer"Updated Survey") an update of that certain survey of the Property dated February, 1994 prepared by Gxxxxxx & from Psomas and Associates, Inc. which survey shall be certified to . Buyer and Title Company ("SURVEY"). If Buyer shall deliver the "Approval Notice" on or before the end of the "Due Diligence Period" (as such terms are hereinafter defined), Buyer shall be deemed to have has approved the exceptions to title shown on Title Reporx xxx the Commitments and Updated Survey with the matters disclosed on the Surveychanges noted in Exhibit "D" attached hereto. Approval by Buyer of any additional exceptions to title or survey matters which may be disclosed after the end date of the Due Diligence Period this Agreement shall be a further condition precedent to Buyer's obligation to purchase the Property (and to obtain the other rights contemplated herein), Buyer hereby agreeing that its approval of Rights. If any such additional exceptions to title or survey matters are disclosed, Seller shall not be unreasonably withheldgive Buyer prompt written notice thereof. Unless Buyer gives written notice that it disapproves any such additional exceptions to title or survey matters, stating the additional exceptions or survey matters so disapproved, on or before the sooner earlier to occur of the Closing Date (provided Seller has given Buyer 2 business days prior written notice thereof) or 10 days after receipt of Seller's written notice thereof of such additional exceptions or survey matters (together with copies of the Closing Dateunderlying documents evidencing the same), Buyer shall be deemed to have approved said exceptionsadditional exceptions or survey matters. If, for any reason, on or before the 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) 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, at Buyer's option (exercised by giving written notice thereof on or before the obligation of Seller to sellClosing Date), and Buyer to buy, the Property (and to transfer the other rights contemplated herein) as herein provided this Agreement shall terminate (and Seller and Buyer shall have no further obligations in connection 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 satisfiedterminate. Notwithstanding anything to the foregoingcontrary contained herein, Seller shall be obligated to remove (or cause the Title Company to omitinsure over) (i) 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 mechanics' liens based on for work performed by or on behalf of Seller, WCP at the Property prior to the Closing and (zii) 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 WCP 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 any other encumbrances which may be satisfied by the Title Company to eliminate standard exceptions appearing in payment of a liquidated sum other than 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 obligations that survive a termination of this AgreementPrudential Loan.

Title Report. Buyer has ordered commitments for Seller shall cause a preliminary title insurance report (the "COMMITMENTSTitle Report") 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 in the ENCURC Leasehold Estate, from Commonwealth Land Property issued by Chicago Title Insurance Company (which company, in its capacity as title insurer hereunder, is herein called hereunder ("Title Company") to be delivered to Buyer within ten (10) days of the "TITLE COMPANY")date of this Agreement. In addition, Seller has ordered shall provide Buyer with an updated ALTA Survey (and upon receipt shall deliver to Buyer"Updated Survey") an update of that certain survey of the Property dated February, 1994 prepared by Gxxxxxx & Associates, Inc. which survey Updated Survey shall be certified prepared to Buyer the Title Company's standards for an extended coverage ALTA owner's title insurance policy, showing the legal description and Title Company ("SURVEY")boundary lines of, and all Improvements on, the Land, and all easements of record. If Unless Buyer shall deliver the "Approval Notice" on or before the end written notice of disapproval of the Title Report ("Title Objections") prior to the later of (i) expiration of the Due Diligence Period" Period or (as such terms are hereinafter defined)ii) ten (10) budiness days after delivery of the Title Report and updated Survey, Buyer shall be deemed to have approved the title exceptions to title shown on disclosed by the Commitments Title Report, and the matters disclosed on the Updated Survey. Approval by Buyer of any additional exceptions to title or survey matters which may be disclosed by the Title Company after the end Buyer's receipt of the Due Diligence Period Title Report or Updated Survey shall be a further condition precedent to Buyer's obligation to purchase the Property (and to obtain the other rights contemplated herein), Buyer hereby agreeing that its approval of Property. If any such additional exceptions to title or survey matters shall not be unreasonably withheld. Unless are disclosed, then unless Buyer gives written notice that it disapproves any such additional exceptions to title or survey matters, stating the additional exceptions or survey matters so disapproved, on or before the sooner to occur of 10 the Closing Date or ten (10) business days after receipt of written notice thereof of such additional exceptions or the Closing Datesurvey matters, Buyer shall be deemed to have approved disapproved said exceptionsadditional title exceptions or survey matters. If, for any reason, on or before the 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) 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, 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, the obligation of Seller to sell, and Buyer to buy, the Property (and to transfer the other rights contemplated herein) as herein provided then this Agreement shall terminate (and Seller and Buyer shall have no further obligations in connection 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 satisfiedterminate. Notwithstanding anything to the foregoingcontrary contained herein, Seller shall be obligated to remove (or cause the Title Company to omitinsure over) any of the following exceptions: (x) encumbrances securing any deed of trust or mortgage against the Property securing financing loan obtained by Seller; (y) Seller and any mechanic's or materialmen's mechanics' liens based on for work performed by or on behalf of Seller, and (z) any tax or judgment liens against Seller (at 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 Property prior to the other under this Agreement, except with respect to those obligations that survive a termination of this AgreementClosing.

Title Report. Seller has delivered to Buyer has ordered commitments (1) preliminary reports for title insurance (the "COMMITMENTS") covering both (a) Property from the fee interest of ENCURC in the ENCURC Land and the leasehold interest of ENCURC in the Kxxx Land Title Company; and (b2) copies of the leasehold interest plats of Seller in record, vesting deeds and other documents evidencing the ENCURC Leasehold Estateexceptions to title stated therein (collectively, from Commonwealth Land Title Insurance Company (which company, in its capacity as title insurer hereunder, is herein called the "TITLE COMPANYREPORT"). In addition, Seller has ordered (and upon receipt shall deliver also previously delivered to Buyer) an update of that certain survey Buyer surveys of the Property dated February(collectively, 1994 prepared by Gxxxxxx & Associates, Inc. which survey shall be certified to Buyer and Title Company (the "SURVEY"). If Unless Buyer shall deliver gives written notice (the "Approval Notice" on or before the end of the TITLE DISAPPROVAL NOTICE"Due Diligence Period" (as such terms are hereinafter defined), Buyer shall be deemed to have approved ) that it disapproves the exceptions to title shown on the Commitments and Title Report or the matters disclosed on by the Survey. Approval by Buyer of any additional exceptions to title or survey matters disclosed after the end of the Due Diligence Period shall be a condition precedent to Buyer's obligation to purchase the Property (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 exceptions to title or survey matters, stating the exceptions so disapproved, on or before that day which is fifteen (15) days prior to the sooner expiration of the Due Diligence Period, Buyer will be conclusively deemed to occur of 10 have approved the Survey and the exceptions listed in the Title Report. Seller will have up to ten (10) days after its receipt of written any Title Disapproval Notice within which to deliver Buyer a notice thereof or (the "SELLER RESPONSE NOTICE") indicating that it will, prior to the Closing Date, Buyer shall be deemed to have approved said exceptions. If, for any reason, on remove some or before all of the Closing Date, Seller does not cause any disapproved exceptions to set forth therein from title or survey to correct any matters which Buyer disapproves (to disclosed by the extent Buyer is permitted hereunder to so disapprove) either to be removed Survey or to obtain from Title Company a title commitment to issue an endorsement (if available) affirmatively insuring against such exceptions or matters in a form reasonably satisfactory acceptable 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)Buyer, and, if necessary, the obligation Closing Date will be extended to allow for such ten (10) day period. In the event Seller determines at any time that it is unable or unwilling to remove or to cause the Title Company to insure over any such disapproved exception or to correct any Survey matter, Seller may, at its option, terminate this Agreement upon written notice to Buyer, such termination to be effective on the date which is five (5) days after Seller delivers such notice, unless Buyer will have waived its objection to any such disapproved exception or Survey matter by written notice to Seller within five (5) days following delivery of Seller to sell, and Seller's notice. Unless Buyer to buy, the Property (and to transfer the other rights contemplated herein) as herein provided shall terminate (and Seller and Buyer shall have no further obligations in connection herewith). Buyer shall have the option to waive the condition precedent set forth in this Paragraph 5A(1) by 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 waivertermination, such condition shall the Deposit will promptly 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 returned 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, parties will have no further 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 Agreementhereunder, except with respect to those such liabilities and obligations that expressly survive a termination of this Agreement.

Title Report. Buyer has ordered commitments for Within seven (7) calendar days after the Effective Date, Seller, at Seller's sole cost and expense, shall cause to be issued by the Title Company a commitment to issue an ALTA owner's title insurance policy (ALTA 2006Form) insuring fee simple title to the Property (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 in the ENCURC Leasehold Estate, from Commonwealth Land Title Insurance Company (which company, in its capacity as title insurer hereunder, is herein called the "TITLE COMPANYReport"). In addition, Seller has ordered (and upon receipt The Title Report shall deliver to Buyer) an update set forth the state of that certain survey title of the Property dated Februarytogether with all exceptions or conditions to such title, 1994 prepared by Gxxxxxx & Associatesincluding, Inc. but not limited to, all easements, restrictions, rights of way, covenants, reservations and all other encumbrances affecting the Property which survey would appear in an owner's policy of title insurance when issued. Purchaser or Purchaser’s attorney shall be certified provided with copies of, or electronic access to Buyer and view, all instruments referred to in the Title Company ("SURVEY")Report as conditions or exceptions to title to the Property. If Buyer the Title Report discloses unpermitted exceptions, or if the Plat shows any encroachments which are not acceptable to Purchaser (“Title Objections”), then Purchaser shall deliver the "Approval Notice" on or before the end notify Seller in writing within five (5) days of receipt of the "Due Diligence Period" Title Report. If Purchaser notifies Seller of any Title Objections, Seller shall have thirty (as 30) days from the date of delivery thereof to have said exceptions removed, or to have the title insurer commit to insure against loss or damage that may be caused by such terms are hereinafter definedexceptions or encroachments and the closing date shall be delayed, if necessary, to allow time to have said exceptions waived, and in such case the Closing Date shall be reasonably extended to allow Seller sufficient time to cure such matters. If Seller fails, or elects not, to cure such Title Objections within the specified time, Purchaser may, by written notice to Seller within five (5) days after expiration of such period (or Seller’s earlier notification to Purchaser that the Title Objections will not be cured by Seller), Buyer 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 transaction. If Purchaser does not terminate the Agreement as provided above, the Purchaser shall be deemed to have approved the exceptions to title shown on the Commitments and the matters disclosed on the Survey. Approval by Buyer of any additional exceptions to title or survey matters disclosed after the end of the Due Diligence Period shall be a condition precedent to Buyer's obligation to purchase the Property (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 exceptions to title or survey matters, stating the exceptions so disapproved, on or before the sooner to occur of 10 days after receipt of written notice thereof or the Closing Date, Buyer shall be deemed to have approved said exceptions. If, for any reason, on or before the 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), 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 Seller and Buyer shall have no further obligations in connection 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 elected to accept (provided title as it then is and proceed to close the same do not impose material costs, liabilities or obligations upon Seller not otherwise contemplated herein)transaction. 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 Purchaser does elect to terminate this Agreement by notice given as provided in this paragraph, this Agreement shall terminate and be of no further force and effect, and the Deposit shall then be returned to Seller, in which event, neither party shall have any rights or obligations to the other under this Agreement, except with respect to those obligations that survive a termination of this AgreementPurchaser.

Title Report. Buyer Seller has ordered commitments for (and upon receipt shall deliver to Buyer) a copy of a preliminary title insurance report (the "COMMITMENTSPreliminary Title Report") 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 in the ENCURC Leasehold Estate, Property from Commonwealth Land Chicago Title Insurance Company (which company, in its capacity as title insurer hereunder, is herein called the "TITLE COMPANYTitle Company"), together with copies of all exceptions to title referenced therein. In addition, Seller has ordered delivered to Buyer (and upon receipt shall deliver or will deliver) to Buyer) Buyer a copy of an update of that a certain survey of the Property dated February, 1994 prepared by Gxxxxxx & AssociatesPxxxxx and Associates (collectively the "Survey"), Inc. which survey Survey shall be certified recertified to Buyer and Title Company ("SURVEY")Buyer. If Buyer shall fail to deliver the written notice ("Approval 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 such terms are hereinafter defined), Buyer shall be deemed to have approved the exceptions to title shown on the Commitments Preliminary Title Report and the matters disclosed on the Survey. Approval by Buyer of any additional exceptions to title or survey matters disclosed after subsequent to the end date of the Due Diligence Period Preliminary Title Report shall be a condition precedent to Buyer's obligation to purchase the Property (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 withheldProperty. Unless Buyer gives written notice that it disapproves any such additional exceptions to title or survey matters, stating the exceptions so disapproved, on or before the sooner to occur of 10 five (5) business days after receipt of written notice thereof or the Closing Date, Buyer shall be deemed to have approved said exceptionsadditional title exceptions or survey matters. If, If for any reason, on or before the 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) 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), 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 Seller and Buyer shall have no further obligations in connection 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 5A(1paragraph 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 paragraph 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 foregoingforegoing or any other provision of this Agreement to the contrary, Seller shall be obligated to remove (any deeds of trust covering the Property which secure any financing obtained by Seller, and shall either remove or cause the Title Company to omit) any of the following exceptions: affirmatively insure over (x) any deed of trust or mortgage against the Property securing financing obtained by Seller; (yi) any mechanic's or materialmen's liens based on against the Property as a result of work performed done by or on behalf of Seller, and (zii) 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 (iii) adverse matters intentionally created by Seller and such additional certificates and documentary evidence reasonably required by after 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 obligations that survive a termination date of this Agreement.

Title Report. Buyer has ordered commitments for title insurance (the "COMMITMENTS"i) 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 in the ENCURC Leasehold Estate, from Commonwealth Land Title Insurance Company (which company, in its capacity as title insurer hereunder, is herein called the "TITLE COMPANY"). In addition, Seller has The CalTwin Parties have ordered (and upon receipt shall deliver cause to Buyerbe delivered to Arden) an update 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 that certain survey of the Property dated FebruaryMay 6, 1994 1996 prepared by Gxxxxxx & Associates, Inc. which survey shall be certified to Buyer and Title Company Sixxxxx-Xxxxxx-Xxx Xxxxxx (the "SURVEYSurvey"). If Buyer Arden shall desire to update such Survey, Arden shall cause the same to be so updated at Arden's sole cost and expense before the Approval Date (and upon receipt shall deliver the "Approval Notice" on or before the end a copy of the "Due Diligence Period" updated Survey to the CalTwin Parties). Arden shall have the right to object to any exceptions contained in the Preliminary Title Report or the Survey (as such terms are hereinafter defined), Buyer shall be deemed or updated Survey) by giving notice to have approved the exceptions to title shown on CalTwin Parties by the Commitments and the matters disclosed on the SurveyApproval Date. Approval by Buyer of Notwithstanding any additional exceptions to title or survey matters disclosed after the end of the Due Diligence Period foregoing, the CalTwin Parties shall be a condition precedent to Buyer's obligation to purchase the Property at Closing (and to obtain the other rights contemplated herein), Buyer hereby agreeing that its approval of such additional exceptions to title or survey matters but shall not be unreasonably withheldobligated prior thereto) remove of 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 liens of the taxes and assessments to be prorated under Paragraph 12(a)(ii)), at its sole cost and expense. Unless Buyer Arden gives written notice that it disapproves any such additional exceptions to title or survey matters, stating the exceptions so disapproved, on or before by the sooner to occur of 10 days after receipt of written notice thereof or the Closing Approval Date, Buyer Arden shall be deemed to have approved said exceptions. 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 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) 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 Arden (Seller the CalTwin Parties having the right but not the obligation to do so), the obligation of Seller the CalTwin Parties to sellsell and contribute, and Buyer Arden to buyacquire, the Property (and to transfer the other rights contemplated herein) as herein provided shall terminate (and Seller the CalTwin Parties and Buyer Arden shall have no further obligations in connection herewith). Buyer Arden shall have the option to waive the condition precedent set forth in this Paragraph 5A(1paragraph 4(a) by notice to Sellerthe CalTwin Parties. In the event of such waiver, such condition shall be deemed satisfied. Notwithstanding All matters set forth on the foregoingPreliminary Title Report, Seller the Survey or any updated Survey obtained by Arden which are not timely objected to by Arden shall be obligated permitted exceptions to remove title and shall additionally include (or cause the Title Company to omiti) any of the following exceptions: (x) any deed of trust title or mortgage against the Property securing financing obtained survey matters objected to by Seller; (y) any mechanic's or materialmen's liens based on work performed Arden, which objections are subsequently waived in writing by or on behalf of SellerArden, and (zii) any tax title or judgment liens against Seller (the foregoing obligations being without regard survey matters objected to amounts. Seller shall be entitled to adjourn the Closing for a period not to exceed thirty (30) days by Arden 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 accordance with the requirements set forth herein, Seller shall so notify Buyer, terms 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 provisions of this Agreement, except 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 respect extended coverage). (ii) If at the date of Closing there are any liens or encumbrances that the CalTwin Parties are obligated to those obligations that survive a termination pay and discharge, Escrow Agent may use any portion of this Agreementthe Sale Price to satisfy the same (if the same are not bonded-over or otherwise satisfied by title endorsement), provided the CalTwin Parties shall simultaneously either deliver to Escrow Agent at Closing title instruments in recordable form sufficient to satisfy such liens and encumbrances of record, together with the cost of recording or filing said instruments.

Title Report. Buyer Optionor has ordered commitments for delivered to Optionee a copy of a current title insurance commitment (the "COMMITMENTSTitle Commitment") dated April 20, 1997, issued under number 7660531, 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 in the ENCURC Leasehold Estate, Property from Commonwealth Land Chicago Title Insurance Company (which company, in its capacity as title insurer hereunder, is herein called the "TITLE COMPANYTitle Company"), a copy of which is attached hereto as Exhibit "L". In addition, Seller Optionor has ordered (and upon receipt shall deliver delivered to Buyer) an update of Optionee that certain survey of the Property dated FebruaryMay 6, 1994 1997, prepared by Gxxxxxx & AssociatesNational Survey Service, Inc. which survey shall be certified to Buyer and Title Company ("SURVEYSurvey"). If Buyer shall deliver the "Approval Notice" on or before the end of the "Due Diligence Period" (as such terms are hereinafter defined), Buyer shall be deemed to have Optionee hereby acknowledges that Optionee has approved the exceptions to title shown on the Commitments Title Commitment (subject to deletion of those matters noted therein as to be deleted at Closing) and the matters disclosed on the Survey. Approval by Buyer Optionee of any materially adverse additional exceptions to title or survey matters disclosed after the end of the Due Diligence Period date hereof shall be a condition precedent to BuyerOptionee's obligation to purchase the Property (and to obtain the other rights contemplated herein), Buyer Optionee hereby agreeing that that, in all events, its approval of such additional exceptions to title or survey matters shall not be unreasonably withheld). Unless Buyer Optionee gives written notice that it reasonably disapproves any such additional materially adverse exceptions to title or survey matterstitle, stating the exceptions so disapproved, on or before the sooner to occur of 10 date which is 5 days after receipt of written notice thereof or the Closing Datethereof, Buyer Optionee shall be deemed to have approved said exceptions (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 Closing Date, Seller Optionor does not cause any materially adverse additional exceptions to title or survey matters 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 satisfactory acceptable to Buyer Optionee insuring over such disapproved matter 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), the obligation of Seller Optionor to sell, and Buyer Optionee to buy, the Property (and to transfer the other rights contemplated herein) as herein provided shall terminate (and Seller Optionor and Buyer Optionee shall have no further obligations in connection herewith). Buyer Optionee shall have the option to waive the condition precedent set forth in this Paragraph 5A(1) 3A by written notice to SellerOptionor. In the event of such waiver, such condition shall be deemed satisfied. Notwithstanding anything to the foregoingcontrary contained in this Agreement, Seller Optionor shall be obligated to (i) remove any mortgage, deed of trust or other loan documents evidencing financings obtained by Optionor and (ii) remove (or or, at Optionor's cost and expense, cause the Title Company to omitendorse over in a manner reasonably satisfactory to Optionee) any of the following exceptions: (x) any deed of trust tax or mortgage judgment liens against the Property securing financing obtained by Seller; (y) any Optionor, and mechanic's or materialmen's liens based on for work performed by or on behalf of SellerOptionor, and or any other title exceptions created or acquiesced to by Optionor after the date of the Title Commitment (z) any tax or judgment liens against Seller collectively, the "Required Title Cure Matters"). In the event that, not later than the Closing Date (as the foregoing same may be extended pursuant to the terms of this Paragraph 3A), Optionor fails to satisfy its obligations being without regard hereunder with respect to amounts. Seller the Required Title Cure Matters, Optionee 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 utilize sufficient portions of the Seller, Seller shall deliver Purchase Price payment as may be necessary to Buyer and Title Company at Closing a certificate stating that satisfy 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 obligations that survive a termination of this Agreementobligations.

Title Report. Seller shall cause the Title Company to provide to Buyer has ordered commitments for as soon as reasonably possible after the Effective Date, a preliminary title insurance report (the "COMMITMENTS") covering both (a) “Title Report”), showing the fee interest status of ENCURC title to the Property, together with copies of all documents shown in the ENCURC Land and the leasehold interest of ENCURC Title Report which constitute exceptions to title. If any exceptions which appear in the Kxxx Land and Title Report are unacceptable to Buyer (b) other than the leasehold interest of Seller in the ENCURC Leasehold Estate, from Commonwealth Land Approved Title Insurance Company (which companyConditions), in its capacity as title insurer hereunderBuyer’s sole and absolute discretion, 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 ("SURVEY"). If Buyer shall deliver the "Approval Notice" may on or before the end February 15, 2020, give notice to Seller of the "Due Diligence Period" such unacceptable matters (as such terms are hereinafter defined“Buyer's Title Objections”). Unless Buyer timely gives Seller notice of Buyer’s Title Obligations, Buyer shall be deemed to have approved the Title Report, all exceptions to title shown on reflected in the Commitments and the matters disclosed on the Survey. Approval by Buyer of any additional exceptions to title or survey matters disclosed after the end of the Due Diligence Period shall be a condition precedent to Buyer's obligation to purchase the Property (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 exceptions to title or survey matters, stating the exceptions so disapproved, on or before the sooner to occur of 10 days after receipt of written notice thereof or the Closing Date, Buyer Title Report shall be deemed to have approved said exceptions. Ifbe Approved Title Conditions, for any reason, on or before the 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), 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 Seller and Buyer shall have no further obligations in connection herewithwaived its right to terminate this Agreement under this Paragraph 7(a)(i)(A) (except as set forth below with respect to any New Title Matters). If Buyer timely gives Seller notice of Buyer’s Title Objections, Seller shall have five (5) 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 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 option to waive the condition precedent set forth in either (a) terminate this Paragraph 5A(1) Agreement by notice to SellerSeller within five (5) Business Days thereafter, or (b) proceed to the Closing, in which event Buyer’s Title Objections 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). Seller shall have no obligation to cure any 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 Title Report which is provided to Buyer after Buyer has approved the Title Report reflects any new matters materially and adversely affecting title to the Property, in Buyer’s reasonable determination (“New Title Matters”), then in such event Buyer may give notice to Seller of its disapproval of such New Title Matters within ten (10) 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 ten (10) Business Day period, such New Title Matters shall be deemed approved and shall be deemed to be Approved Title Conditions. Seller shall have five (5) Business Days after receipt of notice from Buyer of Buyer’s disapproval of any New Title Matters within which to advise Buyer if Seller will correct or cure such disapproved New Title Matters prior to the 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 will be deemed to have elected not 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 objections which Buyer 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 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 with respect to those obligations that survive a termination of this AgreementAgreement pursuant to this Paragraph 7(a)(i)(A), the provisions of Paragraph 7(c) shall apply.

Title Report. Buyer has ordered commitments for shall promptly cause a search of title to the Premises to be made by any title insurance company selected by Buyer which is reputable and is authorized to do business in the State of Connecticut (the "COMMITMENTSTitle Company"). Prior to the expiration of the Due Diligence Period, Buyer shall furnish a copy of the title commitment (the "Title Commitment") covering both to Seller, together with: (a1) copies of any matters which are listed as exceptions on the fee interest of ENCURC Title Report and (2) a statement ("Buyer's Notice") identifying any conditions, defects, liens, encumbrances or other items appearing as exceptions in the ENCURC Land Title Report which are unsatisfactory to Buyer (hereinafter referred to as "Title Objections") because they are Title Objections which conflict with the list of Permitted Exceptions (as hereinafter defined). Seller shall at Closing cure and remove all monetary liens or encumbrances which are recorded against the leasehold interest of ENCURC in the Kxxx Land Premises which are readily reduced to a fixed monetary sum, including, but not limited to, mortgages or other liens securing financing, mechanics' liens, judgments and liens for delinquent taxes, assessments and sewer and water charges (b) the leasehold interest of Seller in the ENCURC Leasehold Estate, from Commonwealth Land Title Insurance Company (which company, in its capacity herein sometimes referred to as title insurer hereunder, is herein called the "TITLE COMPANYmonetary liens"). In additionaddition to removing the foregoing monetary liens and encumbrances, Seller has ordered shall within ten (and upon 10) days following Seller's receipt shall deliver to Buyer) an update of that certain survey of the Property dated FebruaryTitle Report and Buyer's Notice of Title Objections, 1994 prepared by Gxxxxxx & Associates, Inc. which survey shall be certified give written notice ("Seller's Notice") to Buyer and stating which Title Company ("SURVEY"). If Buyer Objections contained in Buyer's Notice, if any, Seller shall deliver the "Approval Notice" correct at Seller's expense on or before the end of the "Due Diligence Period" Closing Date (as such terms are hereinafter defined), Buyer shall be deemed to have approved the exceptions to title shown on the Commitments and the matters disclosed on the Survey. Approval by Buyer Seller's correction of any additional exceptions to title or survey matters disclosed after the end of the Due Diligence Period Title Objections shall be a condition precedent to Buyer's obligation to purchase the Property (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 exceptions to title or survey matters, stating the exceptions so disapproved, on or before the sooner to occur of 10 days after receipt of written notice thereof or complete the Closing Date, Buyer shall be deemed to have approved said exceptions. If, for any reason, on or before the 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), 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 Seller and Buyer shall have no further obligations in connection 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 with respect to those obligations that survive a termination of this Agreement.

Title Report. (a) As soon as practicable after execution hereof, Seller will, at Seller's sole cost and expense, deliver to Buyer has ordered commitments a commitment for title insurance relating to the Property prepared by Escrow Agent and leading to the Issuance of an extended owners policy, together with complete and legible copies of all recorded documents referred to therein (the "COMMITMENTSTitle Report") covering both (a) the fee interest of ENCURC and, in the ENCURC Land event that the following are subsequently prepared, agrees to cause Escrow Agent to deliver to Buyer any updates and the leasehold interest of ENCURC in the Kxxx Land and (b) the leasehold interest of Seller in the ENCURC Leasehold Estate, from Commonwealth Land Title Insurance Company (which companysupplements thereto or amendments thereof, in its capacity as title insurer hereunder, is herein called the each case together with complete and legible copies of all matters referred to therein ("TITLE COMPANYAmendments"). 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 ("SURVEY"). If Buyer shall deliver have until the "Approval Notice" on or before later of the end of the "Due Diligence Period" Period or five (as such terms are hereinafter defined5) business days after the date of delivery of any Amendment (which, at Buyer's option, shall extend the Closing Date accordingly), to notify Seller and Escrow Agent in writing of Buyer's objection to any matter(s) indicated therein (but only, in the case of Amendments, with respect to matters not appearing on the Title Report or any previously delivered Amendment). Notwithstanding the foregoing. Buyer shall not be entitled to object to any exception contained in the Title Report (or any Amendment thereof which is caused by Buyer's activities under Section 3 hereof (excluding those resulting from Buyer's discovery of any existing defect or condition). (b) If Buyer fails to timely object to any title exception matter disclosed in accordance with the above procedure, Buyer shall be deemed to have approved the exceptions condition of title to title shown on the Commitments and the matters disclosed on the SurveyProperty. Approval by If Buyer of objects to any additional exceptions to title or survey matters disclosed exception as above provided, Seller shall have until five (5) business days after the end date of the Due Diligence Period shall be a condition precedent to delivery of Buyer's obligation objections to purchase the Property advise Escrow Agent and Buyer in writing with respect to each specified objection of Seller's election either to (and i) take no action in connection therewith (ii) or attempt 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 cause any such additional exceptions matter(s) to title be cured or survey matters, stating the exceptions so disapproved, on eliminated at or before the sooner prior to occur Close of 10 days after receipt Escrow. Insuring over any such item may be done only with Buyer's written consent in its sole direction. Seller's failure to give notice within such five (5) business day period with respect to any of written notice thereof or the Closing Date, Buyer Buyer's objections shall be deemed to constitute Seller's election to take no action in connection therewith. (c) In the event Seller elects or is deemed to have approved said exceptions. Ifelected to take no action with respect to any specified objection, for any reason, on or before the 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), 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 Seller and Buyer shall have no further obligations until the later end of the Feasibility Period or five (5) business days thereafter to advise Escrow Agent and Seller in connection herewith)writing of its election to (a) waive such previously specified objection(s) and close the transaction contemplated hereby in accordance with the remaining provisions of this Agreement and without any abatement or reduction of the Purchase Price, or (b) cancel and terminate the Agreement. Buyer shall have the option Buyer's failure to waive the condition precedent set forth in this Paragraph 5A(1) by give written notice to Seller. In the event of within such waiver, such condition period shall be deemed satisfied. Notwithstanding the foregoingto constitute Buyer's election to waive its previously specified objections with respect to those matters as to which Seller has notified or is deemed to have notified Buyer that Seller will take no action. (d) With respect to those matters which Seller has notified Buyer that Seller will attempt to cause to be cured or eliminated (or Insured over with Buyer's consent), Seller shall have until five (5) business days prior to the Closing (which shall be obligated extended in accordance with the time periods herein) within which to remove accomplish the same; provided, however, that if Seller fails to do so within said period, or if Seller Shall be unable (or cause the Title Company other than due to omitits voluntary act after execution hereof causing such disability) any of the following exceptions: (x) any deed of trust or mortgage against to convey title to 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, subject to 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 accordance with the requirements set forth hereinprovisions of this Agreement at the Closing, Seller shall so notify then Buyer, and Buyer as its sole and exclusive remedyremedies, may terminate elect either to (i) waive such previously specified objection(s) and close the transaction contemplated hereby in accordance with the remaining provisions of this Agreement and without any abatement or reduction of the Purchase Price on account thereof, or (ii) cancel this Agreement and the Escrow, said election of remedies to be evidenced by buyer's giving written notice given to Sellereach of Seller and Escrow Agent at or prior to the Closing. Buyer's failure to give written notice as required by the preceding sentence shall be deemed to constitute Buyer's to waive its previously specified objection(s). If Buyer elects to cancel, in which event, this Agreement shall become null and void and of no further force or effect and neither party shall have any further rights or obligations to the other under this Agreementhereunder or by reason hereof, except with respect for the provisions hereof which are expressly stated to those obligations that survive a the termination of this the Agreement. (e) Buyer specifically agrees that nothing herein contained shall be deemed to impose on Seller any obligation to bring any action or proceedings, expend any sums or take any other steps of whatever kind or nature in order to insure over, remove or cure matters affecting title or to fulfill any condition or expend any monies therefore unless Seller voluntarily Impairs title to the Property or otherwise voluntarily causes such matter after execution hereof. The acceptance of Deed by Buyer shall not diminish Seller's warranties or any continuing obligation herein.

Title Report. Buyer has ordered commitments for title insurance (the "COMMITMENTS"i) 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 in the ENCURC Leasehold Estate, from Commonwealth Land 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 cause to Buyerbe delivered to Purchaser) an update 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 Purchaser a copy of that certain survey of the Property dated FebruaryMarch 21, 1994 1996 prepared by Gxxxxxx & Associates, Inc. which survey shall be certified to Buyer and Title Company Paxxxxx Xssociates (the "SURVEYSurvey"). If Buyer Purchaser shall desire to update such Survey, Purchaser shall cause the same to be so updated at Purchaser's sole cost and expense before the Approval Date (and upon receipt shall deliver the "Approval Notice" on or before the end a copy of the "Due Diligence Period" updated Survey to Seller). Purchaser shall have the right to object to any exceptions contained in the Preliminary Title Report or the Survey (as such terms are hereinafter defined), Buyer shall be deemed or updated Survey) by giving notice to have approved Seller by the exceptions to title shown on the Commitments and the matters disclosed on the SurveyApproval Date. Approval by Buyer of Notwithstanding any additional exceptions to title or survey matters disclosed after the end of the Due Diligence Period foregoing, Seller shall be a condition precedent to Buyer's obligation to purchase the Property at Closing (and to obtain the other rights contemplated herein), Buyer hereby agreeing that its approval of such additional exceptions to title or survey matters but shall not be unreasonably withheldobligated prior thereto) remove of 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 liens of the taxes and assessments to be prorated under Paragraph 12(a)(ii)), at its sole cost and expense. Unless Buyer Purchaser gives written notice that it disapproves any such additional exceptions to title or survey matters, stating the exceptions so disapproved, on or before by the sooner to occur of 10 days after receipt of written notice thereof or the Closing Approval Date, Buyer Purchaser shall be deemed to have approved said exceptions. 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 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) 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 Purchaser (Seller having the right but not the obligation to do so), the obligation of Seller to sell, and Buyer Purchaser to buy, the Property (and to transfer the other rights contemplated herein) as herein provided shall terminate (and Seller and Buyer Purchaser shall have no further obligations in connection herewith). Buyer Purchaser shall have the option to waive the condition precedent set forth in this Paragraph 5A(1paragraph 4(a) by notice to Seller. In the event of such waiver, such condition shall be deemed satisfied. Notwithstanding All matters set forth on the foregoingPreliminary Title Report, Seller the Survey or any updated Survey obtained by Purchaser which are not timely objected to by Purchaser shall be obligated permitted exceptions to remove title and shall additionally include (or cause the Title Company to omiti) any of the following exceptions: (x) any deed of trust title or mortgage against the Property securing financing obtained survey matters objected to by Seller; (y) any mechanic's or materialmen's liens based on work performed Purchaser, which objections are subsequently waived in writing by or on behalf of SellerPurchaser, and (zii) any tax title or judgment liens against Seller (the foregoing obligations being without regard survey matters objected to amounts. Seller shall be entitled to adjourn the Closing for a period not to exceed thirty (30) days by Purchaser 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 accordance with the requirements set forth herein, Seller shall so notify Buyer, terms 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 provisions of this Agreement, except 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 respect extended coverage). (ii) If at the date of Closing there are any liens or encumbrances that Seller is obligated to those obligations that survive a termination pay and dis- charge, Escrow Agent may use any portion of this Agreementthe Purchase Price to satisfy the same (if the same are not bonded-over or otherwise satisfied by title endorsement), provided Seller shall simultane- ously either deliver to Escrow Agent at Closing title instruments in recordable form sufficient to satisfy such liens and encum- brances of record, together with the cost of recording or filing said instruments.

Title Report. Buyer has ordered commitments for title insurance Within five (5) business days after 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 in the ENCURC Leasehold Estate, from Commonwealth Land Title Insurance Company (which company, in its capacity as title insurer hereunder, is herein called the "TITLE COMPANY"). In additionExecution Date, Seller has ordered (and upon receipt shall deliver to Buyer) an update of that certain survey of the Property dated February, 1994 Buyer a preliminary title report prepared by Gxxxxxx & Associates, Inc. which survey shall be certified to Buyer and Chicago Title Company ("SURVEY"“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 shall deliver the "Approval Notice" on or before the end does not give Seller written notice of disapproval of any of the "Due Diligence Period" foregoing items within the prescribed time, the Title Report and the supporting documents shall be deemed approved (as such terms are hereinafter definedand 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 approved the 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 title shown on the Commitments and the matters disclosed on the Survey. Approval by remove at Seller’s expense, Buyer of any additional exceptions to title or survey matters disclosed after shall have until the end of the Due Diligence Period shall be (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 condition precedent refund of the Deposit. If Buyer elects to Buyer's obligation to purchase the Property (waive its disapproval 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 approve any such additional exceptions, or if Buyer does not expressly elect to terminate by timely delivery of a Termination Notice, such exceptions to title or survey matters, stating the exceptions so disapproved, on or before the sooner to occur of 10 days after receipt of written notice thereof or the Closing Date, Buyer then shall be deemed to have approved said exceptions. If, for any reason, on or before become Permitted Exceptions at the 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), 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 Seller and Buyer shall have no further obligations in connection 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 with respect to those obligations that survive a termination of this AgreementClosing.

Title Report. Buyer has ordered commitments for title insurance (the "COMMITMENTS") covering both (a) the fee interest of ENCURC in the ENCURC Land The Company shall furnish and the leasehold interest of ENCURC in the Kxxx Land and (b) the leasehold interest of Seller in the ENCURC Leasehold Estate, from Commonwealth Land 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 BuyerBuyer for examination within twenty (20) an update days 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 ("SURVEY"). If Buyer shall deliver the "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 exceptions to title shown on the Commitments and the matters disclosed on the Survey. Approval by Buyer of any additional exceptions to title or survey matters disclosed after the end of the Due Diligence Period shall be a condition precedent to Buyer's obligation to purchase the Property (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 exceptions to title or survey matters, stating the exceptions so disapproved, on or before the sooner to occur of 10 days after receipt of written notice thereof or of exercise of the Closing DateOption a title report written by a title insurance company licensed by the State of Wisconsin, Buyer showing title as required under Section 3.2 of this Agreement. Any objections to the condition of title shall be deemed to have approved said exceptions. Ifraised by Buyer in writing within five (5) days from delivery of the title report, for any reason, on or before following which the 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), 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 Seller and Buyer Company shall have no further obligations ten (10) days in connection herewith). Buyer shall have the option which to waive the condition precedent set forth elect in this Paragraph 5A(1) by notice writing whether to Sellercure such objections to Buyer’s reasonable satisfaction. In the event the Company does not elect to cure such objections or affirmatively elects not to cure the same, Buyer shall, within ten (10) days after the earlier of such waiver, such condition shall be deemed satisfied. Notwithstanding the foregoing, Seller shall be obligated to remove (or cause the Title Company to omita) any receipt of the following exceptions: Company’s written election not to cure such objections or (b) expiration of the period within which the Company is entitled to make the foregoing election (in either case, the “Election Deadline”), have the option, exercisable by written notice to the Company, either to (x) any deed of trust terminate this Agreement, or mortgage against the Property securing financing obtained by Seller; (y) any mechanic's or materialmen's liens based on work performed proceed to closing, taking title to the Property subject to the matters that the Company has elected not to cure. The foregoing election by or on behalf Buyer must be delivered to the Company within ten (10) days after Election Deadline. The cost of Sellerthe title report shall be paid by the Company. In the event the Bank requires title insurance in connection with the closing, the Company shall, in place of the title report required pursuant to this Section, provide to Buyer a title insurance commitment for an owner’s policy of title insurance in an amount equal to the Purchase Price and naming the Bank as additional proposed insured. The cost of the title insurance commitment and the title insurance policy issued with respect thereto, inclusive of full extended coverage (other than the survey exception), and (z) inclusive of 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 endorsements issued with respect to those obligations title exceptions that survive a termination do not constitute Permitted Liens, but exclusive of any Buyer-requested endorsements, shall be paid by the Company. Any transfer fees payable in connection with the conveyances contemplated by this AgreementAgreement shall be paid by the Company.

Title Report. Buyer At Purchaser's sole cost, Purchaser has ordered obtained commitments for ALTA extended coverage owner's title insurance policies (the "COMMITMENTSTitle Reports") 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 in the ENCURC Leasehold Estate, from Commonwealth Land issued by Fidelity National Title Insurance Company (which company, in its capacity as title insurer hereunder, is herein called the "TITLE COMPANYTitle Company")) with respect to each Property. In addition, Seller has ordered (and upon receipt Purchaser 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 ("SURVEY"). If Buyer shall deliver the "Approval Notice" on or before have until the end of the "Due Diligence Period" Review 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 such terms are defined below). Those exceptions shown on the Title Reports and the Updated Surveys and not objected to by Purchaser shall become the "Permitted Exceptions", except for Liquidated Items (as hereinafter defined), Buyer ) which shall be deemed objected to have approved the exceptions to title shown on the Commitments and the matters disclosed on the Surveyby Purchaser. Approval by Buyer of any additional exceptions to title or survey matters disclosed after the end of the Due Diligence Period Sellers shall be a condition precedent to Buyer's obligation to purchase the Property notify Purchaser within five (and to obtain the other rights contemplated herein), Buyer hereby agreeing that its approval 5) days of such additional exceptions to title or survey matters shall not be unreasonably withheld. Unless Buyer gives written notice that it disapproves of disapproval whether Sellers will eliminate any such additional exceptions to title or survey matters, stating the exceptions so disapproved, on or before the sooner to occur of 10 days after receipt of written notice thereof or the Closing Date, Buyer shall be deemed to have approved said disapproved exceptions. If, for any reason, on or before the 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), 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 Seller and Buyer shall have no further obligations in connection 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 If Sellers choose 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 hereinfail to respond to such notice, Seller shall so notify Buyer, and Buyer as its sole and exclusive remedy, Purchaser may (a) terminate this Agreement by giving written notice given to SellerSellers on or before that date that is five (5) days after Purchaser's receipt of Sellers' notice of its election not to eliminate any disapproved exception (or five (5) days following the expiration of such five (5)-day period if Sellers fail to respond to such notice of disapproval), whereupon the Deposit shall be returned to Purchaser, and, except for the Post-Termination Obligations referred to in which eventSection 12.1 below, neither party shall have any rights or obligations to the other by virtue of this 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 contrary, Sellers shall be obligated to cure and remove (or procure title insurance over in form reasonably acceptable to Purchaser) all of the 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 or its employees, officers or managing agents (the "Seller Parties") or (y) the Contract Claimant and any other contractor, materialman or supplier with which a Seller or its Seller Parties have a written agreement; (iv) broker's liens claimed by, through or under either Seller or their respective Seller Parties; and (v) judgment liens against Seller. If Sellers fail to cure and remove any Liquidated Items, Purchaser may elect to: (i) terminate this AgreementAgreement by written notice to Seller, whereupon the Deposit shall be returned to Purchaser, and, except with respect for the Post-Termination Obligations referred to those in Section 12.1 below, neither party shall have any obligations that survive a termination to the other by virtue of this Agreement; or (ii) proceed to Closing and deduct from the Purchase Price the amount necessary to cure and remove any Liquidated Items.

Title Report. Buyer has ordered commitments 7.1 Except for title insurance (the "COMMITMENTS") covering both (a) the fee interest of ENCURC Permitted Exceptions set forth in the ENCURC Land Title Report (as defined below) (“Permitted Exceptions”), title to the Property shall be free of liens and the leasehold interest encumbrances. Seller shall, at its expense, furnish Purchaser with a preliminary title report and copies of ENCURC in the Kxxx Land and all exceptions to title referred to therein within ten (b10) the leasehold interest business days after Opening of Seller in the ENCURC Leasehold Estate, from Commonwealth Land Escrow ("Title Insurance Company (which company, in its capacity as title insurer hereunder, is herein called the "TITLE COMPANYReport"). In additionWithin five (5) business days of receipt of: (i) the Title Report and all documents referred to in it, or (ii) any supplemental or amendatory report and the documents referred to as exceptions thereto, Purchaser shall give Seller has ordered notice specifying those matters which are not acceptable conditions of title. All exceptions in the Title Report not specifically disapproved by Purchaser within ten (and upon 10) business days after 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 ("SURVEY"). If Buyer shall deliver the "Approval Notice" on or before the end of the "Due Diligence Period" (as such terms are hereinafter defined), Buyer initial submittal shall be deemed to have approved been approved. Seller shall endeavor to remove such objectionable items within five (5) business days thereafter, and if Seller fails to remove such objectionable items within said period, Seller shall notify Purchaser in writing of such fact, and Purchaser shall have the exceptions election to be exercised in writing within five (5) business days after delivery to Purchaser of such notice by Seller of either: (a) Terminating this Agreement, in which event Escrow Agent shall return the Deposit and all other funds and documents deposited herein to the party depositing the same; (b) Granting Seller a five (5) business day extension of time in order to effect said cure (“Extended Cure Period”); or, (c) Accepting the Property subject to the objectionable items. If Purchaser fails to make the election to terminate or accept title shown on within the Commitments and the matters disclosed on the Survey. Approval by Buyer of any additional exceptions to title ten (10) business days period provided or survey matters disclosed after the end expiration of the Due Diligence Period shall be a condition precedent to Buyer's obligation to purchase the Property (and to obtain the other rights contemplated herein)Extended Cure Period, 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 exceptions to title or survey mattersas applicable, stating the exceptions so disapproved, on or before the sooner to occur of 10 days after receipt of written notice thereof or the Closing Date, Buyer Purchaser shall be deemed to have approved said exceptions. If, for any reason, on or before elected to accept the Closing Date, Seller does not cause any exceptions to title or survey matters which Buyer disapproves (Property subject to the extent Buyer objectionable item. The title matters that Purchaser elects to accept or is permitted hereunder deemed to so disapprove) either have elected to be removed or to obtain a title endorsement (if available) reasonably satisfactory to Buyer insuring over such disapproved matter on or before accept are included in the Closing Date at no cost or expense to Buyer (Seller having the right but not the obligation to do so), 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 Seller and Buyer shall have no further obligations in connection herewith)Permitted Exceptions. 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 The following shall be deemed satisfied. Notwithstanding the foregoing, Seller shall be obligated to remove Permitted Exceptions: (or cause the Title Company to omita) 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, Usual 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 customary title exceptions disapproved by Buyer. In addition(e.g., if the Commitments disclose judgmentscustomary patent reservations, bankruptciesutility easements, mortgagesaviation easements, 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 etc.). (b) All exceptions appearing in the Title Report not specifically disapproved by Purchaser. (c) All other rights-of-way and easements apparent from a visual inspection of the Property. Once title has been approved by Purchaser under this Section, any new title information received by Purchaser from a supplemental title report, survey, or other source that Buyer is not required would materially and adversely affect Purchaser's use of the Property (collectively, "New Title Exception") shall be subject to accept (provided the same do not impose material costsprocedure provided above (and the Closing Date shall be extended commensurately if the Closing would have occurred but for those procedures being implemented for a New Title Exception), liabilities or obligations upon Seller not otherwise contemplated hereinexcept that the review period shall be reduced to five (5) business days. 7.2 At Closing, Purchaser, at Purchaser’s expense, shall cause Title Insurance Company to deliver to Purchaser an ALTA standard policy of title insurance in accordance with the Title Report (“Title Policy”). If Seller is unable after reasonable good faith effortPurchaser requires an ALTA extended policy of title insurance or any endorsements, the costs therefor shall also be borne by Purchaser. If Purchaser shall require a survey of the Property (either for its own use or is not required tofor use by a third party, eliminate a title exceptions or otherwise comply with including the requirements set forth hereinTitle Company for purposes of issuing the ALTA extended policy), Seller such survey shall so notify Buyer, and Buyer as its be obtained at Purchaser’s 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 obligations that survive a termination of this Agreementcost.