Common use of Title/Survey Clause in Contracts

Title/Survey. As soon as possible after Opening of Escrow, Escrow Agent shall cause to be delivered to Buyer a preliminary title report incident to the issuance of an ALTA extended coverage title insurance policy, together with legible copies of all matters indicated in Schedule B thereto (collectively, the “Title Report”), and Buyer shall obtain, at Buyer’s sole cost and expense, a current ALTA survey of the Property (the “Survey”). Buyer shall have the right to object to any matter indicated in the Title Report or on the Survey by delivering written notice of such objections to Seller and Escrow Agent on or before the date that is ten (10) days prior to the Closing Date. With respect to any amendments to the Title Report or the Survey, Buyer shall have until five (5) days after receipt of such amendments, together with legible copies of any additional matters described therein, to notify Seller and Escrow Agent in writing of any matters not previously disclosed to which Buyer objects. After receipt of Buyer’s objections, Seller shall notify Buyer in writing as to whether Seller will attempt to cure any objection of Buyer or not cure any such objection. If Seller elects not to cure any such objection, then within five (5) days thereafter, Buyer may either (a) cancel this Agreement by written notice delivered to Seller and Escrow Agent, in which event the E▇▇▇▇▇▇ Money, together with all interest accrued thereon, shall be immediately refunded to Buyer, or (b) waive the objection by written notice to Seller and Escrow Agent and proceed to close the Escrow. All matters listed on Schedule B-Part 2 to the Title Report, other than standard exceptions, not objected to by Buyer in accordance with the provisions hereof, or which are objected to by Buyer but with respect to which Buyer thereafter waives such objection, shall be deemed to be “Permitted Exceptions.”

Title/Survey. As soon as possible after Opening of EscrowSeller shall furnish good, Escrow Agent shall cause to be delivered to Buyer a preliminary marketable and insurable title report incident to the issuance of an ALTA extended coverage Property at closing. “Insurable” as used herein is defined to mean title insurance policywhich is insurable by Lawyers Title Insurance Corporations, together with legible copies of all matters indicated in Schedule B thereto (collectivelyc/o S▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the “Title Report”), and Buyer shall obtain, at Buyer’s sole cost and expense, a current ALTA survey of the Property (the “Survey”). Buyer shall have the right to object to any matter indicated in the Title Report or on the Survey by delivering written notice of such objections to Seller and Escrow Agent on or before the date that is ten (10) days prior to the Closing Date. With respect to any amendments to the Title Report or the Survey, Buyer shall have until five (5) days after receipt of such amendments, together with legible copies of any additional matters described therein, to notify Seller and Escrow Agent in writing of any matters not previously disclosed to which Buyer objects. After receipt of Buyer’s objections, Seller shall notify Buyer in writing as to whether Seller will attempt to cure any objection of Buyer or not cure any such objection. If Seller elects not to cure any such objection, then within five (5) days thereafter, Buyer may either (a) cancel this Agreement by written notice delivered to Seller and Escrow Agent, in which event the E1▇▇▇ ▇▇▇▇▇▇▇▇ Money▇▇▇▇▇, together with ▇▇▇▇▇ ▇▇▇, ▇▇▇▇, ▇▇ ▇▇▇▇▇ (the “Title Company”) at its standard rates without standard exceptions except for those exceptions, if any, approved in writing by Buyer after receipt of a title commitment from the Title Company dated after the date of this Agreement and accompanied by copies of all interest accrued thereon, documents referred to therein and the survey referenced below which locates all easements and other existing improvements. Buyer shall be immediately refunded responsible for any additional survey work, or to Buyerre-certify the survey to Buyer and the Title Company, if desired by Buyer including any requirement of the title company for an ALTA survey in order to remove the standard title exceptions and to issue the title commitment and subsequent title policy without standard exceptions. Seller shall deliver to Buyer within ten (10) days hereof, the title commitment referenced above, that certain survey identified as Job No. 332-B, dated June 10, 2005 prepared by Boulder Design Services, LLC and copy of traffic study from 2005 (“Seller Documents”). Buyer shall then have twenty (20) calendar days after receipt of the Seller Documents in which to examine same. If Buyer finds any defects or exceptions to Seller Documents which (a) render the title not marketable or insurable or (b) waive render the objection Property unsuitable for the Intended Use (hereinafter defined), Seller shall be furnished with a written statement thereof prior to the expiration of the twenty (20) day period; and Seller shall have fifteen (15) calendar days after receipt of Buyer’s notice in which to correct or delete all such defects or exceptions. If Seller shall fail to correct such defects or exceptions within such period, then Buyer shall have an additional fifteen (15) calendar days thereafter to either: (i) decline to accept the Property with such defects or exceptions, terminate this Agreement, and receive a refund of the deposit(s) made by written notice Buyer hereunder together with any interest accrued thereon; or (ii) accepting the Property with such defects and exceptions, in the event they can be cured prior to Seller and Escrow Agent and proceed to close the Close of Escrow. All matters listed on Schedule B-Part 2 Upon approval by Buyer of the title shown in the title commitment, as provided herein, and the delivery to Buyer at the Seller’s expense at the Close of Escrow of an ALTA owners title insurance policy Form 1992 (without standard or regional exceptions) in the amount of the Purchase Price naming Buyer as the insured and as owner of fee simple title to the Title ReportProperty, subject only to those exceptions approved by Buyer, Seller’s obligation hereunder to furnish good, marketable and insurable title shall be satisfied. Seller has provided a survey identified above as Job No. 332-B dated June 10, 2005 prepared by Boulder Design Services LLC and Seller shall not be responsible for any additional survey costs other than the survey already provided including any requirement by the Title Company for an ALTA survey to issue the title commitment and policy without standard exceptions, not objected to by Buyer in accordance with the provisions hereof, or which are objected to by Buyer but with respect to which Buyer thereafter waives such objection, shall be deemed to be “Permitted Exceptions.”

Title/Survey. (a) As evidence of title, Seller shall furnish to Purchaser, as soon as possible after Opening of Escrowreasonably possible, Escrow Agent shall cause to be delivered to Buyer a preliminary title report incident but in any event, at least three (3) business days prior to the issuance end of an ALTA extended coverage the Due Diligence Period, a title insurance policycommitment issued by the Title Company in the amount of the Purchase Price and committing the Title Company to insure Purchaser's fee simple title to the premises, together without standard exceptions to the extent the same can be deleted with the survey hereinafter provided or a Seller affidavit, subject only to Permitted Exceptions (as defined below), and including a parking endorsement, access endorsement, completed structure zoning endorsement and such other title insurance endorsements as are reasonably requested by Purchaser. The title insurance commitment shall be accompanied by legible copies of all matters indicated any instruments of record or other instruments concerning title as reflected in Schedule B thereto the title insurance commitment. Purchaser shall have five (collectively, the “Title Report”), and Buyer shall obtain, at Buyer’s sole cost and expense, a current ALTA survey 5) business days after receipt of the Property (title insurance commitment, legible copies of the “Survey”)recorded instruments and the survey referred to below in order to examine title to the Premises and notify Seller in writing of Purchaser's disapproval of any matter shown on the title insurance commitment. Buyer Upon notice from Purchaser of its disapproval of any matter shown on the title commitment, Seller shall have until the day immediately preceding the closing Date within which to cure or eliminate such matters or, if Purchaser, in the exercise of its sole discretion agrees, to obtain title insurance from the Title Company that insures against such defects to Purchaser's sole satisfaction. If Seller is unable to cure or eliminate such matters, or to obtain title insurance that insures against such defects to Purchaser's sole satisfaction, Purchaser shall have the right to elect to either of the following as its sole remedy (i) waive in writing such defects, accept title subject to such encumbrances and exceptions and proceed to closing, in which case, the amount of any lien or monetary claim which can be removed with the payment of monies shall, at Purchaser's option, be deducted from the Purchase Price, or (ii) terminate this Agreement and receive a full refund of the ▇▇▇▇▇▇▇ Money Deposit. Concurrently with the Closing, Seller shall cause the Title Company to issue to Purchaser the Title Company's ALTA Owner's title insurance policy issued pursuant to the title commitment, including the special endorsements required pursuant to this Agreement. Seller shall bear the cost of the title policy, excluding the special endorsements; however, if the transaction contemplated by this Agreement fails to close for any reason other than as a result of a default by Seller under this Agreement, each of Seller and Purchaser shall bear 50% of the cancellation costs associated with the title commitment to be provided pursuant to this Agreement. Notwithstanding the above, the full cost of any lender's title insurance policy required or requested by Purchaser or its secured lender, and any special endorsements requested by the Purchaser in the ALTA Owner's title insurance policy shall be paid for exclusively by the Purchaser. Any encumbrance on title to which Purchaser does not object to any matter indicated as provided above or that Purchaser waives in writing as provided above shall be deemed to be a "Permitted Exception" pursuant to Section 5.2 of this Agreement. (b) Seller will obtain and use its best efforts to provide to Purchaser, at least one (1) day prior to the Closing Date, a Minimum Standard (1999 Minimum Details) ALTA/ASCM survey of the Premises prepared by a registered surveyor approved by Purchaser, and certified to Purchaser, Purchaser's lender (if any), and the Title Report or on Company, in a manner satisfactory to Purchaser and the Survey by delivering written notice of such objections to Seller and Escrow Agent on or before the Title Company. The survey shall be dated a date that is ten (10) not more than 180 days prior to the Closing Date. With respect to any amendments to the Title Report or the Survey, Buyer shall have until five (5) days after receipt of such amendments, together with legible copies of any additional matters described therein, to notify Seller and Escrow Agent in writing of any matters not previously disclosed to which Buyer objects. After receipt of Buyer’s objections, Seller shall notify Buyer in writing as to whether Seller will attempt to cure any objection also provide Purchaser with a legal description of Buyer or not cure any the Premises prepared in accordance with such objectionsurvey. If Seller elects not to cure any such objection, then within five (5) days thereafter, Buyer may either (a) cancel this Agreement by written notice delivered to Seller and Escrow Agent, in which event the E▇▇▇▇▇▇ Money, together with all interest accrued thereon, The survey prepared shall be immediately refunded to Buyer, or (b) waive the objection by written notice to Seller and Escrow Agent and proceed to close the Escrow. All matters listed on Schedule B-Part 2 to the Title Report, other than standard exceptions, not objected to by Buyer in accordance with the provisions hereofALTA minimum survey standards and contain the certifications and other information required by such standards and the Title Company in order to (1) remove, or which are objected to by Buyer but with respect the extent possible based upon such ALTA minimum survey, the standard pre-printed exceptions relating to which Buyer thereafter waives such objectionmatters of survey, encroachments and the like, and (2) issue the title insurance endorsements required pursuant to this Agreement. The legal description so prepared shall be deemed used in Seller's deed. Seller shall bear the cost of the survey if this transaction closes or if the transaction contemplated by this Agreement fails to close as a result of a default by Seller under this Agreement. If the transaction contemplated by this Agreement does not close for any reason other than Seller's default, the costs of the survey will be “Permitted Exceptionsborne equally by Seller and Purchaser.”

Title/Survey. As soon No later than three (3) days following the Effective Date, Buyer shall, at Seller's sole cost and expense, order from the Title Insurer (as possible after Opening of Escrow, Escrow Agent shall cause to be delivered to Buyer defined hereinbelow) the following: (a) a preliminary title report incident to the issuance of commitment for an ALTA extended coverage title insurance policyOwner's Title Insurance Policy (the "Title Commitment") for the Property, together with legible copies of any and all matters indicated title exception documents referenced therein, issued by Chicago Title Insurance Company (the "Title Insurer") in Schedule B thereto the amount of the Purchase Price of the Property on or after the date hereof, showing Seller as owner of the Property in fee simple, subject only to the title exceptions approved or deemed approved by Purchaser pursuant to this Paragraph 5 or Paragraph 6 below (collectively, the “Title Report”each a "Permitted Exception"), and Buyer other exceptions pertaining to liens or encumbrances of a definite or ascertainable amount (which, in the aggregate, do not exceed that portion of the Purchase Price payable to Seller on the Closing Date) which may be removed by the payment of money at closing and which Seller shall obtainso remove, at Buyer’s sole cost and expenseproviding for full extended coverage over all general title exceptions contained in such Policy and the following special endorsements(collectively, a current ALTA the "Special Title Endorsements"): Zoning Endorsement 3.1 (amended to include parking), owner's comprehensive, access, survey (legal description equivalency), separate tax parcel, contiguity (if applicable), waiver of creditor's rights, environmental protection lien, encroachment (if applicable), utility facility, subdivision, location, deletion of the arbitration provision, and any other endorsements required by Purchaser; and (b) Seller's existing survey relating to the Property (the “"Survey”"). Buyer shall have the right to object to any matter indicated in the Title Report or on the Survey by delivering written notice of such objections to Seller and Escrow Agent on or before the date that is ten Not less than five (105) days prior to the Closing Date. With respect expiration of the Inspection Period, Purchaser may deliver to Seller a notice (the "Title and Survey Notice") identifying any amendments to matters contained in or disclosed by any of the Title Report or Commitment and/or the Survey that are not acceptable to Purchaser in its sole and absolute discretion (each, a "Title/Survey Objection", and collectively, the "Title/Survey Objections"). Purchaser's failure to deliver the Title and Survey Notice as aforesaid shall be deemed Purchaser's approval and acceptance of the Title Commitment and the Survey, Buyer and all matters shown and referenced thereon and therein shall have until be deemed Permitted Exceptions. Additionally, Purchaser's failure to object to any matters disclosed by the Title Commitment and/or the Survey in a Title and Survey Notice shall be deemed Purchaser's acceptance of such matters, and such matters shall be deemed Permitted Exceptions. If Purchaser shall deliver the Title and Survey Notice to Seller as aforesaid, Seller shall, within five (5) days after receipt of the same, notify Purchaser, with respect to each Title/Survey Objection, whether Seller intends to either (a) cause the Title/Survey Objection to be removed, (b) have the Title Insurer issue a title endorsement insuring against damage and loss caused by any Title/Survey Objection (which STORE NO. 2872R endorsement shall be subject to the review and approval of Purchaser), or (c) take no further action regarding such amendmentsTitle/Survey Objection in which event, together with legible copies of any additional matters described thereinsubject to the immediately following sentence, to notify Seller and Escrow Agent in writing of any matters not previously disclosed to which Buyer objectssuch Title/Survey Objection shall become a Permitted Exception. After receipt of Buyer’s objectionsNotwithstanding the foregoing, Seller shall notify Buyer in writing shall, at its expense, remove (or cause to be removed) or cause the Title Insurer to insure over any Title/Survey Objection appearing on the Title Commitment that is any of the following: (1) judgments against Seller, and/or (2) mortgages or monetary liens, defects, obligations or exceptions of a definite and ascertainable amount that can be satisfied solely by the payment of money (items (1) and (2) above to be hereinafter referred to collectively as to whether Seller will attempt to cure any objection of Buyer or not cure any such objection"Monetary Exceptions"). If Seller elects not elects, or is deemed to cure any such objectionhave elected, item (c) above, then Purchaser shall have the right, by delivering notice to Seller within three (3) business days after the expiration of the aforementioned five (5) days thereafter, Buyer may day period to either (ai) cancel terminate this Agreement by written notice delivered to Seller and Escrow Agent, in which event the E▇▇▇▇▇▇▇ Money, together with all Money (and any interest accrued earned thereon, ) shall be immediately refunded returned to BuyerPurchaser and thereupon neither Seller nor Purchaser shall have any further rights, duties or obligations under this Agreement, or (bii) waive its objection and accept title to the Property subject to such Title/Survey Objections, in which event this Agreement shall remain in full force and effect. Seller's failure to notify Purchaser within the aforementioned five (5) day period of which foregoing course of action Seller elects to take with respect to a Title/Survey Objection shall be deemed Seller's election of item (c) above. With respect to any Title/Survey Objection that Seller has elected or is deemed to have elected not to take any further action, Purchaser's failure to terminate this Agreement on or before the expiration of the aforementioned three (3) business day period as aforesaid shall be deemed Purchaser's waiver of its objection by written notice as provided in (ii) above. If the Title Commitment discloses judgments, bankruptcies or other matters against other persons having names the same as or similar to Seller and Escrow Agent and proceed to close that of Seller, Seller, on the Escrow. All matters listed on Schedule B-Part 2 Title Insurer's request, shall deliver to the Title ReportInsurer affidavits or other evidence reasonably acceptable to the Title Insurer showing and/or confirming that such judgments, bankruptcies or other than standard exceptionsmatters are not against Seller, or any affiliates. Notwithstanding anything in this Section or Agreement to the contrary, Seller may elect to not objected to by Buyer pay off any mechanic's or materialman's lien filed against the Property in accordance connection with the provisions hereofconstruction provided Seller bonds any such lien to the reasonable satisfaction of Purchaser and the Title Insurer and further provided that the Title Insurer issues, or which are objected at Seller's cost, an endorsement to by Buyer but with respect to which Buyer thereafter waives such objection, shall be deemed Purchaser's final Owner's Title Policy to be “Permitted Exceptionsissued pursuant to Section 10(c) below insuring against any loss or damage arising on account of such lien. Seller shall have one (1) year from the Closing Date to finalize and cause the release of any mechanic's or materialman's lien filed against the Property in connection with Seller's work to construct, complete and/or to perform warranty work on the Improvements pursuant to Section 15(3) below. This provision shall survive the Closing.”

Title/Survey. (a) As soon as possible after Opening of Escrowthe Effective Date, Escrow Agent shall cause Buyer confirms it has received from Fidelity National Title Insurance Company, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, Attn: ▇▇▇▇ ▇▇▇▇▇▇▇▇; Telephone: ▇▇▇-▇▇▇-▇▇▇▇; Email: ▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇▇.▇▇▇ ("Title Company"), a commitment ("Commitment") to be delivered to Buyer a preliminary title report incident issue an ALTA Owner’s Policy of Title Insurance Form (ALTA 2006) in an amount equal to the issuance of an ALTA extended coverage title insurance policy, together with legible copies of all matters indicated in Schedule B thereto Purchase Price (collectively, the “"Title Report”), and Buyer shall obtain, at Buyer’s sole cost and expense, a current ALTA survey of the Property (the “Survey”Policy"). Buyer shall have the right to object order and obtain, at its sole cost and expense, a survey of the Real Property ("Survey"). In the event Buyer desires to any matter indicated in the Title Report or on obtain a Survey, then Buyer shall place its order for the Survey by delivering written notice of such objections to Seller and Escrow Agent on or before the date that is ten (10) days prior to the Closing Date. With respect to any amendments to the Title Report or the Survey, Buyer shall have until within five (5) days after receipt the Effective Date. The Survey shall be certified to Seller, Buyer and the Title Company. The Survey shall be in form and substance sufficient to delete the standard survey exception from the Title Policy. On or before the Closing Date, Seller shall execute and deliver to the Title Company Seller's customary form of such amendmentsowner's affidavit which will enable the Title Company to delete the other standard printed exceptions other than the survey exception from the Title Policy (the "Owner's Title Affidavit"). It shall be a condition precedent to Buyer’s obligation to purchase the Property that the Title Company can and will, together on the Closing Date, issue the Title Policy in accordance with legible copies of any additional the Commitment and subject only to the Permitted Exceptions (as hereinafter defined). (b) Buyer shall give written notice to Seller no less than five (5) days after the Effective Date ("Buyer's Objection Notice"), specifying objection(s) to those items shown on the Commitment reasonably objected to by Buyer ("Title Defects"), and those encroachments or other matters described therein, shown on the Survey reasonably objected to notify Seller by Buyer ("Survey Defects"; Title Defects and Escrow Agent in writing of any matters not previously disclosed to which Buyer objectsSurvey Defects shall be collectively known as "Objections"). After Within five (5) business days following receipt of Buyer’s objectionsObjection Notice, Seller shall notify Buyer in writing as ("Seller's Title Response Notice") of those Objections which Seller intends to whether cure at or prior to Closing ("Cure Items"). Notwithstanding the foregoing, Seller will attempt shall be under no obligation to cure any objection of Buyer or not cure any such objectionObjections other than a Monetary Lien (as hereinafter defined). If Seller elects identifies any Cure Items in Seller's Title Response Notice, then Seller shall proceed to satisfy the Cure Items at or prior to Closing. If Seller is unable to satisfy the Cure Items at or prior to Closing despite Seller's commercially reasonable efforts, then Seller, by providing written notice to Buyer, shall have a period of not more than fifteen (15) additional days after the proposed Closing Date in which to cause the Cure Items to be satisfied, in which case the Closing Date shall be automatically extended to the extent necessary to enable Seller to so satisfy the Cure Items. If Seller fails to deliver Seller's Title Response Notice within the aforementioned five (5)-business day period, then Seller shall be deemed to have elected not to cure any of the Objections. Notwithstanding anything herein to the contrary, Seller, at Seller's sole cost and expense, shall be required to use commercially reasonable efforts to obtain documents from third parties to discharge or have the Title Company insure over and remove such objectionitems from the Title Policy such as mortgages, then within five deeds of trusts, financing statements and other instruments created by Seller and evidencing or securing the repayment of existing debt, judgment liens and other liens of a liquidated amount evidencing a monetary obligation (5excluding liens for real estate taxes and assessments (both general and special) not due and payable) (collectively, "Monetary Liens"), regardless of whether or not Buyer has notified Seller of Buyer’s objection thereto. Failure of Buyer to object to a Monetary Lien shall in no event be deemed a waiver of Buyer’s right to require Seller to remove such Monetary Lien. Seller may use proceeds of the Purchase Price to satisfy or remove such Monetary Liens at Closing. (c) Within three (3) business days thereafterof receipt of Seller's Title Response Notice, Buyer may either shall elect to do one of the following: (ai) cancel waive the Objections that Seller has not designated as Cure Items and proceed to acquire the Property without any abatement of the Purchase Price and take title to the Real Property subject to such Objections; or (ii) terminate this Agreement Agreement, by written notice delivered to Seller and to the Escrow Agent, in which event Escrow Agent shall return the E▇▇▇▇▇▇▇ Money, together with all interest accrued thereon, Deposit to Buyer and the parties shall be immediately refunded to Buyer, or (b) waive the objection by written notice to Seller and Escrow Agent and proceed to close the Escrow. All matters listed on Schedule B-Part 2 released from all obligations hereunder except those obligations that expressly survive pursuant to the Title Reportterms of this Agreement. If Buyer fails to timely make any such election, other than standard exceptions, not objected to by then Buyer in accordance with the provisions hereof, or which are objected to by Buyer but with respect to which Buyer thereafter waives such objection, shall be deemed to be “Permitted Exceptionshave elected to purchase the Property pursuant to the foregoing clause (i).”

Title/Survey. As soon as possible after Opening of Escrow, Escrow Agent shall cause 6.1. Indefeasible fee simple title to the Property is to be delivered conveyed on the Closing Date to Buyer a preliminary Purchaser or its permitted assigns, free of liens, encumbrances, judgments, tenancies (except under the Leases), covenants, conditions, restrictions, easements, encroachments and rights-of-way, recorded or unrecorded; subject, however, only to those matters (if any) affecting title report incident to the issuance of an ALTA extended coverage title insurance policy, together Property that are set forth in the Title Commitment and accepted by Purchaser in accordance with legible copies of all matters indicated in Schedule B thereto Section 6.2 (collectively, "Permitted Encumbrances"). Title is to be marketable, good of record and in fact, and insurable without exceptions (other than the “Permitted Encumbrances) at standard rates by a recognized title insurance company licensed to do business in the Commonwealth of Virginia. (a) Promptly after execution of this Agreement by both parties, Purchaser shall, at its own expense, order a standard ALTA commitment for owner's title insurance for the Property ("Title Report”Commitment"). If Purchaser, in its sole discretion, finds any of the exceptions to title set forth in the Title Commitment to be objectionable ("Objectionable Exceptions"), Purchaser shall give written notice to Seller setting forth the Objectionable Exceptions and Buyer enclosing a copy of the Title Commitment. If (i) Purchaser fails to give such notice prior to Closing, Purchaser shall obtainbe deemed to have accepted all title exceptions that are reported in the Title Commitment; or (ii) Purchaser does give such notice, Purchaser shall be deemed to have accepted all title exceptions reported in the Title Commitment other than the Objectionable Exceptions expressly set forth in the notice. (b) Upon receipt of Purchaser's notice setting forth any Objectionable Exceptions, Seller may elect by written notice given to Purchaser within five (5) business days after receipt of Purchaser's notice (i) to take such actions at its own expense as reasonably may be necessary to cure or remove the Objectionable Exception(s) and Seller shall have a period of forty-five (45) calendar days from the date of Seller's election to do so, or (ii) not to take any remedial action. If Seller fails timely to elect either option (i) or (ii) above, then Seller shall be deemed to have elected option (ii) above. If Seller elects option (i) above and is unable to cure or remove the Objectionable Exception(s) within the said forty-five (45)-day period, then Seller shall notify Purchaser within five (5) business days thereafter, whereupon Purchaser shall have the right, exercisable by written notice given to Seller within five (5) business days after receipt of Seller's notice, to elect (A) to terminate this Agreement, or (B) to agree to accept the Property subject to such of the Objectionable Exceptions that Seller has been unable to cure or remove, or (C) to take such action at Purchaser's own expense as reasonably may be necessary to cure or remove the Objectionable Exception(s) in which event Purchaser shall have forty-five (45) calendar days to do so. If Purchaser elects option (C) above and after the expiration of the said forty-five (45)-day period, Purchaser has been unable to cure or remove all of the Objectionable Exception(s), then Purchaser shall have the further right, exercisable by written notice given to Seller within five (5) business days after the expiration of the said forty-five (45)-day period, to elect either option (A) or (B) above. If Purchaser fails to elect any of options (A), (B) or (C) above, then Purchaser shall be deemed to have elected option (B). If Seller elects option (ii) above, Purchaser shall have the right to elect any of options (A), (B) or (C) above and the procedures outlined above shall apply. (i) If, as of Closing, Seller cannot convey title as aforesaid, at Buyer’s sole cost the option of Purchaser, the sale is to be declared off unless such title defects are capable of being remedied by legal or other action, in which event Seller must promptly take such action at its own expense. If necessary, the Closing Date shall be extended for a period not to exceed ninety (90) days. (ii) If all title defects are not cured within said ninety (90) days, Purchaser shall have the option (i) to terminate this Agreement, or (ii) to extend the time within which to cure said title defects for a period not to exceed an additional ninety (90) days. If at the end of the second extension of Closing, all title defects are not cured, Purchaser shall have the option (i) to terminate this Agreement, or (ii) to proceed to Closing and accept title to the Property subject to such of the title defects as have not been cured. Notwithstanding the existence of any title defects that may arise with respect to the Property, Purchaser shall at any time have the right to proceed to Closing. (d) In the event of termination pursuant to Sections 6.2 and/or 6.3, the Deposit shall not be returned to Purchaser. 6.3. Promptly after execution of this Agreement by both parties, Purchaser, may at its own expense, order a current ALTA certified survey of the Property ("Survey") prepared by a licensed surveyor that, at Purchaser's option, satisfies the “most current "Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys," jointly established and adopted by ALTA and ACSM, and that meets the accuracy requirements of a Class A Survey”, as defined therein. The Survey shall show, without limitation, all lot lines and monuments, minimum building restriction lines, recorded easements both burdening and benefiting the Property, recorded rights-of-way and all roadways adjoining the Property, location of all utilities (if any), and the exact location of all improvements and encroachments (if any) on the Property or any on other adjoining properties, and shall state the number of square feet within the boundaries of the Property. If the Survey shall not confirm that (a) the Property consists of an integral land area with no slivers, strips, vacancies or gores, and that the Property has no voids or lapses in the description thereof, (b) the Property is contiguous to and continuously abutting the boundary of all public streets adjacent thereto and any alleys abutting the Property, (c) there are no encroachments onto the Property, and (d) the improvements on the Property do not encroach onto adjoining lands (any one or more of the foregoing being collectively referred to as an "Unsatisfied Condition"), then Purchaser shall by written notice given to Seller on or before the Closing, specify the nature of the Unsatisfied Condition, enclosing a copy of the Survey therewith. If the Unsatisfied Condition is such as may be readily remedied by legal or other action, Seller shall elect by written notice given to Purchaser within five (5) business days after receipt of the aforesaid notice from Purchaser (i) to take such action at its own expense as reasonably may be necessary to remedy the Unsatisfied Condition within forty-five (45) calendar days from the date of Seller's notice, or (ii) to take no remedial action. If Seller fails timely to elect either option (i) or (ii) above, then Seller shall be deemed to have elected option (ii) above. If Seller elects option (i) above and is unable to remedy the Unsatisfied Condition within the said forty-five (45)-day period, then Seller shall notify Purchaser within five (5) business days thereafter whereupon Purchaser shall have the right, exercisable by written notice given to Seller within five (5) business days after receipt of Seller's notice, to elect (A) to terminate this Agreement, or (B) to agree to accept the Property with all of the Unsatisfied Conditions that Seller has been unable to remedy, or (C) to take such action at Purchaser's own expense as reasonably may be necessary to remedy the Unsatisfied Condition, in which event Purchaser shall have forty-five (45) calendar days to do so. If Purchaser elects option (C) above and after the expiration of the said forty-five (45)-day period Purchaser has been unable to remedy all of the Unsatisfied Conditions, then Purchaser shall have the further right, exercisable by written notice given to Seller within five (5) business days after the expiration of the said forty-five (45)-day period, to elect either option (A) or (B) above. If Purchaser fails to elect any of the options (A), (B) or (C) above, then Purchaser shall be deemed to have elected option (B). Buyer If Seller elects option (ii) above, Purchaser shall have the right to object to elect option (A), option (B) or option (C) and the procedures outlined above shall apply. 6.4. During the term of this Agreement, (a) Seller shall not mortgage or encumber the Property or execute any matter indicated in the Title Report easements, covenants, conditions, or on the Survey by delivering written notice of such objections to Seller and Escrow Agent on or before the date that is ten (10) days prior restrictions with respect to the Closing Date. With Property or seek any zoning changes or other governmental approvals with respect to the Property without first obtaining Purchaser's prior written consent in each instance, and (b) Seller will keep any amendments existing mortgage(s) or deed(s) of trust and other liens encumbering the Property current and not in default and will pay in a timely fashion all taxes and other public charges against the Property so as to the Title Report or the Survey, Buyer shall have until five (5) days after receipt avoid forfeiture of such amendments, together with legible copies of any additional matters described therein, to notify Seller and Escrow Agent in writing of any matters not previously disclosed to which Buyer objectsPurchaser's rights under this Agreement. 6.5. After receipt of Buyer’s objectionsUpon request by Purchaser, Seller shall notify Buyer execute such affidavits, indemnities, and other similar type instruments as are required reasonably by Title Company for the elimination of any standard or printed exceptions in writing as to whether Seller will attempt to cure any objection Purchaser's final policy of Buyer or not cure any such objection. If Seller elects not to cure any such objectiontitle insurance, then within five (5) days thereafterincluding, Buyer may either (a) cancel this Agreement by written notice delivered to Seller without limitation, the exception for unfiled mechanics' liens and Escrow Agent, parties in which event the E▇▇▇▇▇▇ Money, together with all interest accrued thereon, shall be immediately refunded to Buyer, or (b) waive the objection by written notice to Seller and Escrow Agent and proceed to close the Escrow. All matters listed on Schedule B-Part 2 to the Title Report, other than standard exceptions, not objected to by Buyer in accordance with the provisions hereof, or which are objected to by Buyer but with respect to which Buyer thereafter waives such objection, shall be deemed to be “Permitted Exceptionspossession.”

Title/Survey. (a) As soon as possible after Opening of Escrowthe Effective Date, Escrow Agent shall cause Buyer confirms it has received from Chicago Title Insurance Company, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ("Title Company"), a commitment ("Commitment") to be delivered to Buyer a preliminary title report incident issue an ALTA Owner’s Policy of Title Insurance Form (ALTA 2006) in an amount equal to the issuance of an ALTA extended coverage title insurance policy, together with legible copies of all matters indicated in Schedule B thereto Purchase Price (collectively, the “"Title Report”), and Buyer shall obtain, at Buyer’s sole cost and expense, a current ALTA survey of the Property (the “Survey”Policy"). Buyer shall have the right to object order and obtain, at its sole cost and expense, a survey of the Real Property ("Survey"). In the event Buyer desires to any matter indicated in the Title Report or on obtain a Survey, then Buyer shall place its order for the Survey by delivering written notice of such objections to Seller and Escrow Agent on or before the date that is ten (10) days prior to the Closing Date. With respect to any amendments to the Title Report or the Survey, Buyer shall have until within five (5) days after receipt the Effective Date. The Survey shall be certified to Seller, Buyer and the Title Company. The Survey shall be in form and substance sufficient to delete the standard survey exception from the Title Policy. On or before the Closing Date, Seller shall execute and deliver to the Title Company Seller's customary form of such amendmentsowner's affidavit which will enable the Title Company to delete the other standard printed exceptions other than the survey exception from the Title Policy (the "Owner's Title Affidavit"). It shall be a condition precedent to ▇▇▇▇▇’s obligation to purchase the Property that the Title Company can and will, together on the Closing Date, issue the Title Policy in accordance with legible copies of any additional the Commitment and subject only to the Permitted Exceptions (as hereinafter defined). (b) Buyer shall give written notice to Seller no less than five (5) days after the Effective Date ("Buyer's Objection Notice"), specifying objection(s) to those items shown on the Commitment reasonably objected to by ▇▇▇▇▇ ("Title Defects"), and those encroachments or other matters described therein, shown on the Survey reasonably objected to notify Seller by Buyer ("Survey Defects"; Title Defects and Escrow Agent in writing of any matters not previously disclosed to which Buyer objectsSurvey Defects shall be collectively known as "Objections"). After Within five (5) business days following receipt of Buyer’s objectionsObjection Notice, Seller shall notify Buyer in writing as ("Seller's Title Response Notice") of those Objections which Seller intends to whether cure at or prior to Closing ("Cure Items"). Notwithstanding the foregoing, Seller will attempt shall be under no obligation to cure any objection of Buyer or not cure any such objectionObjections other than a Monetary Lien (as hereinafter defined). If Seller elects identifies any Cure Items in Seller's Title Response Notice, then Seller shall proceed to satisfy the Cure Items at or prior to Closing. If Seller is unable to satisfy the Cure Items at or prior to Closing despite Seller's commercially reasonable efforts, then Seller, by providing written notice to Buyer, shall have a period of not more than fifteen (15) additional days after the proposed Closing Date in which to cause the Cure Items to be satisfied, in which case the Closing Date shall be automatically extended to the extent necessary to enable Seller to so satisfy the Cure Items. If Seller fails to deliver Seller's Title Response Notice within the aforementioned five (5)-business day period, then Seller shall be deemed to have elected not to cure any of the Objections. Notwithstanding anything herein to the contrary, Seller, at Seller's sole cost and expense, shall be required to use commercially reasonable efforts to obtain documents from third parties to discharge or have the Title Company insure over and remove such objectionitems from the Title Policy such as mortgages, then within five deeds of trusts, financing statements and other instruments created by Seller and evidencing or securing the repayment of existing debt, judgment liens and other liens of a liquidated amount evidencing a monetary obligation (5excluding liens for real estate taxes and assessments (both general and special) not due and payable) (collectively, "Monetary Liens"), regardless of whether or not Buyer has notified Seller of Buyer’s objection thereto. Failure of Buyer to object to a Monetary Lien shall in no event be deemed a waiver of Buyer’s right to require Seller to remove such Monetary Lien. Seller may use proceeds of the Purchase Price to satisfy or remove such Monetary Liens at Closing. (c) Within three (3) business days thereafterof receipt of Seller's Title Response Notice, Buyer may either shall elect to do one of the following: (ai) cancel waive the Objections that Seller has not designated as Cure Items and proceed to acquire the Property without any abatement of the Purchase Price and take title to the Real Property subject to such Objections; or (ii) terminate this Agreement Agreement, by written notice delivered to Seller and to the Escrow Agent, in which event Escrow Agent shall return the E▇▇▇▇▇▇▇ Money, together with all interest accrued thereon, Deposit to Buyer and the parties shall be immediately refunded to Buyer, or (b) waive the objection by written notice to Seller and Escrow Agent and proceed to close the Escrow. All matters listed on Schedule B-Part 2 released from all obligations hereunder except those obligations that expressly survive pursuant to the Title Reportterms of this Agreement. If ▇▇▇▇▇ fails to timely make any such election, other than standard exceptions, not objected to by then Buyer in accordance with the provisions hereof, or which are objected to by Buyer but with respect to which Buyer thereafter waives such objection, shall be deemed to be “Permitted Exceptionshave elected to purchase the Property pursuant to the foregoing clause (i).”

Title/Survey. As soon (a) Title to the Premises shall be free and clear of all liens, restrictions, easements and other encumbrances and title objections, except for the Permitted Title Exceptions (as possible hereinafter defined), and shall be insurable as such at ordinary rates by a reputable title insurance company selected by Seller. (i) Promptly after Opening the execution and delivery of Escrowthis Agreement, Escrow Agent Seller shall cause to be delivered to Buyer order a preliminary title report incident to the issuance of an ALTA extended coverage and/or commitment for title insurance policy, together with legible copies of all matters indicated in Schedule B thereto for the Property (collectively, the “Title Report”)) from Alamo Title Company, and Buyer shall obtainAttn: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, at Buyer’s sole cost and expenseTel: ▇▇▇-▇▇▇-▇▇▇▇; email: ▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇, a current ALTA survey of the Property (the “Survey”). Buyer shall have the right to object to any matter indicated in the Title Report or on the Survey by delivering written notice of such objections to Seller and Escrow Agent on or before the date that is ten (10) days prior to the Closing Date. With respect to any amendments to the Title Report or the Survey, Buyer shall have until five (5) days after receipt of such amendments, together with legible copies of any additional matters described therein, to notify Seller and Escrow Agent in writing of any matters not previously disclosed to which Buyer objects. After receipt of Buyer’s objections, Seller shall notify Buyer in writing as to whether Seller will attempt to cure any objection of Buyer or not cure any such objection. If Seller elects not to cure any such objection, then within five (5) days thereafter, Buyer may either (a) cancel this Agreement by written notice delivered to Seller and Escrow Agent, in which event the E▇▇▇▇ ▇▇▇▇▇▇ Money▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ (the “Title Company”), which Title Policy shall be in the amount of the Purchase Price and shall guarantee title to the Property to be vested in Buyer subject only to the Permitted Title Exceptions, together with copies of all interest accrued thereoninstruments listed as Exceptions therein. Seller shall provide Buyer the Title Report within ten (10) days after the Effective Date. Within five (5) business days after the Effective Date, Seller shall deliver to Buyer its existing survey of the Property, if any (the “Existing Survey”). Buyer, at Buyer’ s expense, shall either cause an update of the Existing Survey to be immediately refunded to made, or obtain a survey (the “Survey”) of the Property within thirty (30) days after the Effective Date. Upon approval by Buyer, or (b) waive the objection by written notice to Seller and Escrow Agent and proceed to close the Escrow. All matters listed on Schedule B-Part 2 to the Title ReportCompany, other than standard exceptions, not objected to any field notes prepared by Buyer the surveyor in accordance connection with the provisions hereofSurvey shall control any conflicts or inconsistencies with the legal description on Exhibit “A”, or which are objected and shall be incorporated into this Agreement upon their completion and be used in the Deed to by be delivered to Buyer but at Settlement. (i) Buyer may notify Seller of any objections Buyer may have with respect to the Exceptions (as hereinafter defined) on or before expiration of the Inspection Period (as defined below). “Exceptions” shall mean all liens, restrictions, reservations, outstanding mineral rights, leases, easements, rights-of-way, encroachments, encumbrances, title exceptions or defects and other matters affecting title to the Property which Buyer thereafter waives such objection, shall be deemed to be “Permitted Exceptionsare disclosed in the Title Report or are shown on the Survey.”

Title/Survey. As soon 4.1. Purchaser shall order a preliminary commitment for an ALTA Form B owner's title insurance policy (the "Title Commitment") in the amount of the Purchase Price, from a title company licensed to transact business in the State of New Jersey (the "Title Company"), with respect to the Property. The Title Commitment shall identify the Property by the legal description set forth in the Survey, as possible hereinafter defined, provided that if the Survey has not been prepared at the time the Title Commitment is ordered, by a preliminary legal description. When the exact legal description of the Property is determined, the Title Commitment shall be revised to include only said legal description. On or prior to the expiration of the Review Period, Purchaser may notify Seller in writing of any objection Purchaser may have to any exceptions reported in the title report or matter shown on the survey for the Property. Seller shall notify Purchaser, in writing within ten (10) business days after Opening receipt of EscrowPurchaser's notice, Escrow Agent whether Seller intends to remove or insure over any exception to which Purchaser objects, or whether Seller is unwilling or unable to do so. Any exception that Seller does not agree to remove or insure over shall be a permitted exception unless Purchaser repeats its objection within seven (7) days after receipt of Seller's response, and notifies Seller that Purchaser desires to terminate this Agreement. If, prior to Closing, Seller is unable to remove any unpermitted exceptions to title or survey matters previously objected to, after using reasonable efforts to do so, and Purchaser is unwilling to take title subject thereto, then Purchaser may terminate this Agreement, and each party shall be released from all duties and obligations contained herein. 4.2. Purchaser shall cause to be delivered to Buyer made a preliminary title report incident to the issuance of an ALTA extended coverage title insurance policy, together with legible copies of all matters indicated in Schedule B thereto (collectively, the “Title Report”), and Buyer shall obtain, at Buyer’s sole cost and expense, a current ALTA survey of the Property (the “"Survey”"). Buyer The Survey shall have consist of a boundary survey of the right to object to any matter indicated Property prepared by a surveyor duly registered in the state in which the Property is located. Unless the Title Report or on the Survey by delivering written notice of such objections to Seller and Escrow Agent on or before the date that is ten (10) days prior Company raises any title exceptions related to the Closing Date. With respect to any amendments to the Title Report or legal description shown on the Survey, Buyer shall have until five (5) days after receipt the description of such amendments, together with legible copies of any additional matters described therein, to notify Seller and Escrow Agent the Property as reflected in writing of any matters not previously disclosed to which Buyer objects. After receipt of Buyer’s objections, Seller shall notify Buyer in writing as to whether Seller will attempt to cure any objection of Buyer or not cure any such objection. If Seller elects not to cure any such objection, then within five (5) days thereafter, Buyer may either (a) cancel this Agreement by written notice delivered to Seller and Escrow Agent, in which event the E▇▇▇▇▇▇ Money, together with all interest accrued thereon, Survey shall be immediately refunded to Buyersubstituted for the description set forth in Exhibit A, or (b) waive the objection by written notice to Seller if different, and Escrow Agent and proceed to close the Escrow. All matters listed on Schedule B-Part 2 to the Title Report, other than standard exceptions, not objected to by Buyer in accordance with the provisions hereof, or which are objected to by Buyer but with respect to which Buyer thereafter waives such objection, shall be deemed the legal description contained in the deed to be “Permitted Exceptionsdelivered by Seller to Purchaser at Closing.”

Title/Survey. As soon as possible after Opening of Escrow, Escrow Agent shall cause to be Buyer acknowledges that Seller has delivered to the Buyer a preliminary title report incident to the Title Commitment issued by the Title Company for the issuance of an ALTA extended coverage Form B Owner's Title Insurance Policy (1992) (the "Title Policy") insuring fee simple title insurance policyto the real property owned by the Seller and part of the Acquired Assets, together with legible all as more particularly described in Schedule 1 hereto (the "Real Property"). The Title Commitment was accompanied by copies of all matters indicated in Schedule B thereto (collectively, the “Title Report”), instruments and documents of record referenced therein. Buyer shall obtainacknowledges that Seller, at Buyer’s Seller's sole cost and expense, has delivered to Buyer an Urban ALTA/ASCM Land Title Survey (the Survey") certified to the Buyer and the Title Company meeting accuracy standards jointly adopted by the American Land Title Association and the American Congress on Surveying and Mapping and incorporating the following Table A-Optional Survey Responsibilities and Specifications": Items 1,2,3,4 (as to gross land area), 6, 7, 8, 9, 10, 11 and 13. All exceptions listed in the Title Commitment or revealed on the Survey are approved by Buyer and shall therefore be considered "Permitted Exceptions" for purposes of this Agreement. It shall be a current ALTA survey condition to Buyer's obligation to proceed with the Closing that, when issued to Buyer at Closing or in accordance with escrow arrangements, the Title Policy shall include full extended coverage over all general exceptions and the Required Endorsements; provided however, Buyer represents and warrants to Seller that the Buyer has confirmed that (i) all Required Endorsements are available in the State of Oregon and, (ii) the Buyer is ready, willing and able to satisfy all requirements of the Property Title Company in order to obtain such Required Endorsements. Buyer shall have the option to request, at Buyer's sole cost and expense, that the Title Company agree to provide coverage against matters relating to federal bankruptcy, state insolvency or similar creditors' rights laws, and the following endorsements: an ALTA 3.1 zoning endorsement (with parking) and contiguity endorsement (the “Survey”"Required Endorsements") and such other endorsements as Buyer may request (the "Additional Endorsements"). Buyer shall have the right option to object to any matter indicated in request, at Buyer's sole cost and expense, that the Title Report or on Company reinsure portions of the Survey risk covered by delivering written notice the Title Policy with reinsurance companies reasonably satisfactory to Buyer under standard reinsurance agreements providing, at a minimum, for direct access and enforcement of such objections rights by the insured party to Seller and Escrow Agent on or before against the date that is ten (10) days prior to reinsurer. Except for the issuance of the Required Endorsements at the Closing Date. With respect or pursuant to any amendments to escrow arrangements, none of the Title Report or the Survey, Buyer shall have until five (5) days after receipt of such amendments, together with legible copies of any additional matters described therein, to notify Seller and Escrow Agent in writing of any matters not previously disclosed to which Buyer objects. After receipt of Buyer’s objections, Seller shall notify Buyer in writing as to whether Seller will attempt to cure any objection of Buyer or not cure any such objection. If Seller elects not to cure any such objection, then within five (5) days thereafter, Buyer may either (a) cancel this Agreement by written notice delivered to Seller and Escrow Agent, in which event the E▇▇▇▇▇▇ Money, together with all interest accrued thereon, paragraph shall be immediately refunded conditions to Buyer, or (b) waive the objection by written notice to Seller and Escrow Agent and proceed 's obligations to close the Escrow. All matters listed on Schedule B-Part 2 to the Title Report, other than standard exceptions, not objected to transactions contemplated by Buyer in accordance with the provisions hereof, or which are objected to by Buyer but with respect to which Buyer thereafter waives such objection, shall be deemed to be “Permitted Exceptionsthis Agreement.”

Title/Survey. As soon as possible (a) Within fifteen (15) Business Days after Opening the date of Escrowthis Agreement (the “Title Review Period”), Escrow Agent shall cause to be delivered to Buyer a preliminary Purchaser, at Purchaser’s expense, may obtain (i) one or more irrevocable title report incident to the issuance of an ALTA extended coverage commitments for title insurance policy, together with legible copies of all matters indicated in Schedule B thereto (collectively, the “Title ReportCommitment”) covering the Owned Real Properties, including all beneficial easements, issued by the Title Company, for the issuance of an owner’s policy of title insurance for each Owned Real Property, which policy shall be in the customary form prescribed by the applicable State Board of Insurance, in an amount and with any endorsements, modifications or additional title insurance coverage reasonably requested by Purchaser, and (ii) one or more boundary or “as built” ALTA/ACSM surveys of the Owned Real Properties prepared by a licensed land surveyor chosen by Purchaser (collectively, the “Survey”; and, together with the Title Commitment, the “Title Evidence”), and Buyer deliver the Title Evidence and copies of all documents referenced in the Title Commitment to Purchaser and Seller Parties. Purchaser shall obtain, at Buyer’s sole cost and expense, a current ALTA survey have until the expiration of the Property Title Review Period to examine such Title Evidence as it deems necessary or convenient and notify Seller Parties of any matters disclosed in the Title Evidence which are not acceptable to Purchaser (each a “Defect” and collectively, the “SurveyDefects”). Buyer In the event Purchaser fails to give Seller Parties timely written notice of the Defects, Purchaser shall be deemed to have the waived any right to object to any matter indicated the Title Evidence and to have accepted title “as is”, and all matters appearing in the Title Report Evidence (or on that would have appeared in the Survey by delivering Title Evidence had Purchaser obtained same) shall be deemed to be a part of the Permitted Liens, except as provided herein. Seller shall have no obligation to cure any Defects; provided, however, regardless of whether written notice of such objections is given to Seller Parties by Purchaser, Seller Parties shall be obligated to (i) satisfy any and Escrow Agent on all customary Title Commitments requirements relating to such Seller Parties’ existence, authority and good standing, (ii) to pay the real estate taxes subject to pro-ration for the year of Closing; (iii) discharge any liens or before judgments or other matters which are curable by the payment of a liquidated monetary sum of money (without resort to litigation) (including any and all Liens securing the Indebtedness) (collectively, the “Mandatory Exceptions”) prior to or at the Closing in a manner acceptable to the title company and the Purchaser. As to any Defects (except the Mandatory Exceptions which Seller Parties shall cure as set forth herein), Seller Parties shall have five (5) Business Days from receipt of Purchaser’s timely notice of Defects in which to elect either to (A) notify Purchaser that it intends to cure the identified Defects, in which event Seller Parties shall have sixty (60) days to accomplish such cure (the “Cure Period”) and Closing may be postponed during such period; or (B) notify Purchaser that Seller Parties elect not to cure the identified Defects. In the event Seller Parties fail to deliver a response within five (5) Business Days after receipt from Purchaser of notice of a Defect, Seller Parties shall be deemed to have elected not to cure said Defect. Purchaser shall have five (5) Business Days from receipt of Seller Parties’ notice of its election not to cure Defects or from the date that is ten Seller Parties are deemed to have elected not to cure Defects in the event of Seller Parties non-response, in which to elect either (10X) days prior to terminate this Agreement, or (Y) to require Seller Parties to deliver title in its then existing condition (with no reduction in the Transaction Consideration) and to proceed to Closing notwithstanding the Defects raised by Purchaser (which Defects shall be deemed to be Permitted Liens), yet still subject to Seller’s obligation to cure the Mandatory Exceptions. If Purchaser fails to make an election within such five-day period, Purchaser shall be deemed to have elected to proceed pursuant to clause (Y) of the foregoing sentence. (b) If, within the Cure Period, Seller Parties cure or eliminate the Defects in such manner as to permit Title Company and/or surveyor(s) to delete the Defects, then the Closing Dateshall take place on the later of the scheduled Closing Date or within five (5) Business Days following the date that Title Company delivers to Purchaser and Seller Parties’ Representative a revised Title Commitment deleting any Defects or that the surveyors deliver revised survey(s). With respect to any amendments to If Seller Parties are unsuccessful in curing or eliminating the Title Report or Defects within the SurveyCure Period after using good faith and diligent efforts, Buyer Purchaser shall have until five (5) days after receipt the expiration of such amendments, together with legible copies of any additional matters described therein, the Cure Period in which to notify Seller and Escrow Agent in writing of any matters not previously disclosed to which Buyer objects. After receipt of Buyer’s objections, Seller shall notify Buyer in writing as to whether Seller will attempt to cure any objection of Buyer or not cure any such objection. If Seller elects not to cure any such objection, then within five (5) days thereafter, Buyer may elect either (aX) cancel to terminate this Agreement by written notice delivered to Seller and Escrow Agent, in which event the E▇▇▇▇▇▇ Money, together with all interest accrued thereon, shall be immediately refunded to BuyerAgreement, or (bY) waive to require Seller Parties to deliver title in its then existing condition (with no reduction in the objection by written notice Transaction Consideration) and to Seller and Escrow Agent and proceed to close Closing notwithstanding the Escrow. All matters listed on Schedule B-Part 2 to presence of the Title Report, other than standard exceptions, not objected to by Buyer in accordance with the provisions hereof, or Defects (which are objected to by Buyer but with respect to which Buyer thereafter waives such objection, Defects shall be deemed to be Permitted Liens), yet still subject to Seller’s obligation to cure the Mandatory Exceptions. If Purchaser fails to make an election within such five-day period, Purchaser shall be deemed to have elected to proceed pursuant to clause (Y) of the foregoing sentence. (c) If prior to Closing any update to any Title Evidence discloses any new matter which is not acceptable to Purchaser (each, an “Permitted ExceptionsUnpermitted Exception”) then the Seller Parties, prior to the Closing, shall have the Unpermitted Exception removed from such Title Evidence corrected or insured over by an appropriate title insurance endorsement, all in a manner reasonably satisfactory to the Title Company and the Purchaser.”

Title/Survey. As soon as possible after Opening (a) Buyer acknowledges receipt of Escrow, Escrow Agent shall cause to be delivered to Buyer a preliminary title report incident to the issuance no. NCS-153865- 5M dated as of an ALTA extended coverage title insurance policyMarch 8, together with legible copies of all matters indicated in Schedule B thereto 2005 (collectively, the “Title Report”) issued by First American Title Insurance Company, 5▇▇ ▇▇▇▇▇▇▇▇ ▇▇., Redwood City, CA 94063, Attention: K▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (the “Title Company”) with respect to the Real Property and copies of the underlying documents for each of the exceptions to coverage identified in the Title Report. (b) Within two (2) business days after execution and delivery of this Agreement by both parties, Seller shall deliver to Buyer copies of the most recent existing ALTA survey of the Real Property in Seller’s possession. If Buyer desires an updated survey of the Real Property (the “Updated Survey”), and Buyer shall obtaincause to be prepared the Updated Survey, at Buyer’s sole cost and expense, cost. Buyer shall provide such surveyor with a current ALTA survey copy of the Property (Title Report to aid in preparing the “Survey”). Buyer shall have the right Updated Survey completed, and a copy delivered to object Seller and to the Title Company, no later than three (3) days prior to the expiration of the Due Diligence Period (as hereinafter defined). If Buyer does not obtain and deliver the Updated Survey as provided above, then any reference in this Agreement to “Updated Survey” shall be ignored as if no Updated Survey was contemplated. (c) On or before 5:00 p.m. (PST) on the day which is five (5) days prior to the expiration of the Due Diligence Period, Buyer shall deliver to Seller written notice that Buyer either: (i) approves and accepts Seller’s title as it appears in the Title Report and on the Updated Survey, or (ii) objects to any matter indicated matters set forth in the Title Report or on the Survey by delivering written Updated Survey, which matters shall be described in Buyer’s notice of such objections objection with sufficient particularity to allow Seller to identify them. If Buyer fails to deliver notice as provided in this subsection, then except as provided below, Buyer shall be deemed to have approved and Escrow Agent on or before the date that is ten (10) days prior accepted title to the Closing Date. With respect to Property as shown in the Title Report and on the Updated Survey (if any), and all such matters shown in the Title Report and on the Updated Survey (if any) shall be considered “Permitted Exceptions”. (d) Except as provided below, any amendments to matters set forth in the Title Report or on the SurveyUpdated Survey to which Buyer does not object as provided in the previous subsection shall be considered “Permitted Exceptions.” In addition, the following matters set forth in the Title Report or on the Updated Survey shall be deemed to be Permitted Exceptions: (i) those created by or to be assumed by Buyer pursuant to the express terms of this Agreement; (ii) zoning ordinances or other matters of local law; and (iii) general and special real estate taxes and assessments that are a lien on the date of Closing, but are not yet due and payable. (e) If Buyer notifies Seller that the condition of title as shown in the Title Report and on the Survey is unacceptable, then Seller shall have thirty (30) days during which it may attempt to cure such defects. Notwithstanding the foregoing, Seller shall have no affirmative obligation under this Agreement to expend any funds or incur any liabilities to cause any title exceptions to be removed from the Title Report or insured over, except that Seller shall pay or discharge any lien or encumbrance arising after the date hereof and voluntarily created or assumed by Seller and not created by or resulting from the acts of Buyer or other parties not related to Seller. Subject to Buyer’s approval, which shall not be unreasonably withheld, conditioned or delayed, Seller shall have the right to cure any defect by causing the Title Company to insure over it at no cost or expense to Buyer. If said thirty (30) day period extends beyond the Closing Date (as hereinafter defined), the Closing Date shall be postponed to permit Seller a reasonable time within which to effect a cure of such defects. If Seller fails to cure such defects, then Buyer may elect either to terminate this Agreement or Buyer may accept such title as Seller is able to convey, without reduction in the Purchase Price. If Buyer elects to terminate this Agreement, Buyer shall have until deliver to Seller written notice of its decision to terminate this Agreement within five (5) days after receipt the end of such amendmentsSeller’s thirty (30) day cure period, together with legible copies of whereupon all documents and funds (including, without limitation, the Deposit), except the Independent Consideration, previously deposited into escrow shall be returned to the party so depositing same and neither party shall have any additional matters described thereinfurther liability to the other hereunder, to notify Seller and Escrow Agent in writing of any matters not previously disclosed to which Buyer objects. After receipt of Buyer’s objections, Seller shall notify Buyer in writing except as to whether Seller will attempt to cure any objection of Buyer or not cure any such objectionotherwise provided herein. If Seller elects Buyer does not elect to cure any such objection, then terminate this Agreement within said five (5) days thereafterday period, then Buyer may either (a) cancel this Agreement by written notice delivered to Seller and Escrow Agent, in which event the E▇▇▇▇▇▇ Money, together with all interest accrued thereon, shall be immediately refunded to Buyer, or (b) waive the objection by written notice to Seller and Escrow Agent and proceed to close the Escrow. All matters listed on Schedule B-Part 2 to the Title Report, other than standard exceptions, not objected to by Buyer in accordance with the provisions hereof, or which are objected to by Buyer but with respect to which Buyer thereafter waives such objection, shall be deemed to be “Permitted Exceptionshave waived such termination right and to have elected to accept such title as Seller is able to convey, without reduction in the Purchase Price.”

Title/Survey. As soon as possible 4.1.1.1 If not already delivered prior to the Agreement Date, within five (5) business days after Opening of Escrowthe Agreement Date, Escrow Agent shall Seller will cause to be issued and delivered to Buyer a preliminary title report incident to for the issuance of an ALTA extended coverage title insurance policyProperty, together with legible copies of all matters indicated in Schedule B thereto documents evidencing exceptions to title referred to therein issued by the Title Company (collectively, the “"Title Report”), and Buyer shall obtain, at Buyer’s sole cost and expense, a current ALTA survey of the Property (the “Survey”"). Buyer shall have a period of twenty-five (25) days after the right Agreement Date to object to either approve of any matter indicated ALTA Survey (whether received from Seller or contracted for by Buyer at Buyer's sole cost and expense) and the exceptions (if any) contained in the Title Report, or to notify Seller in writing, specifying any exceptions to which Buyer objects in either the ALTA Survey or the Title Report ("Title Objection Notice"). Seller shall have a period of three (3) business days after Seller's receipt of the Title Objection Notice (a) to remove, or on the Survey by delivering written notice of such objections agree to Seller and Escrow Agent on or before the date that is ten (10) days remove prior to the Closing Date. With respect Closing, some or all of those exceptions to any amendments to which Buyer has objected in the Title Report Objection Notice, and to inform Buyer of the same, or (b) to advise Buyer, in writing, that Seller will not agree to remove some or all of those exceptions to which Buyer has objected in the SurveyTitle Objection Notice; the foregoing election by Seller being at Seller's sole option and discretion ("Title Response Notice"). If Seller fails to timely deliver to Buyer the Title Response Notice, it shall be conclusively deemed that Seller has elected not to remove any of those exceptions to which Buyer has objected as specified in the Title Objection Notice. If Seller advises Buyer in its Title Response Notice that it will not remove or agree to remove some or all of those exceptions to which Buyer has objected in the Title Objection Notice (or Seller is deemed to have so advised Buyer), then Buyer shall have until five 5:00 p.m. (5Pacific Time) days after receipt on the Approval Date to advise Seller, in writing, whether Buyer elects to waive such objections and proceed with the acquisition of such amendments, together with legible copies of any additional matters described therein, the Property or to notify terminate this Agreement. Failure by Seller and Escrow Agent to remove those specified exceptions which Seller has expressly agreed to remove in writing of any matters not previously disclosed to which Buyer objects. After receipt of Buyer’s objections, Seller shall notify Buyer in writing as to whether Seller will attempt to cure any objection of Buyer or not cure any such objection. If Seller elects not to cure any such objection, then within five (5) days thereafter, Buyer may either (a) cancel this Agreement by written notice delivered or in the Title Response Notice within the specified period shall be deemed to Seller and Escrow Agentbe a failure of this condition, in which event the E▇▇▇▇▇▇ MoneyAgreement shall terminate, together with all interest accrued thereon, and the Deposits (to the extent made) shall be immediately refunded returned to Buyer, and the parties shall have no further obligations hereunder except for the Buyer's Surviving Obligations unless Buyer withdraws its objections in writing. Notwithstanding the foregoing, on or (b) waive prior to Closing Seller shall remove or cause to be removed those certain monetary liens or encumbrances affecting the objection by written notice Property which Seller has created or expressly permitted to Seller and Escrow Agent and proceed to close the Escrow. All matters listed on Schedule B-Part 2 to the Title Report, exist other than standard exceptions, not objected to by Buyer in accordance with the provisions hereof, or which are objected to by Buyer but with respect to which Buyer thereafter waives such objection, shall be deemed to be “Permitted Exceptionscurrent taxes and assessments.”

Title/Survey. As soon as possible after Opening of Escrow, (a) Buyer shall obtain a commitment by Escrow Agent shall cause (also referred to be delivered herein as "Title Company") to Buyer a preliminary title report incident to the issuance issue an owner's policy of an ALTA extended coverage title insurance policyinsuring the Real Property (the "Title Commitment") and deliver a copy of the Title Commitment, together with legible copies of all matters indicated the underlying recorded documents shown as exceptions in Schedule B thereto the Title Commitment, to Seller, prior to the expiration of the Due Diligence Period (collectively, the “Title Report”as defined below), and Buyer shall obtain. Buyer, at Buyer’s sole cost its option and expense, a current may obtain an ALTA survey of the Property (the “"Survey”"). Buyer shall have the right to object to any matter indicated in the Title Report or on the Survey . (b) Buyer, by delivering giving written notice of such objections to Seller and Escrow Agent (i) on or before the date that is ten three (103) Business Days prior to the expiration of the Due Diligence Period (as defined below), may object to any title exception in the Title Commitment or any matter shown on the Survey or (ii) within three (3) Business Days of receipt of any continuation or update of the Title Commitment or any update to the Survey, may object to any title matter which appears for the first time in a continuation or update of the Title Commitment or an update of the Survey (collectively, "Title Objections"). (c) If Buyer timely provides notice of any Title Objections pursuant to SECTION 4(B), Seller may, by giving notice to Buyer on or before the date that is three (3) Business Days after Buyer's objection notice, elect, at its discretion, either to remove such Title Objections or not to remove such Title Objections. Seller shall be deemed to have elected not to remove any such Title Objections unless Seller provides such notice and therein elects to remove any such objection in accordance with this SECTION 4(C). If Seller elects to remove any such Title Objection, Seller shall remove the Title Objection in question on or before the Closing Date (defined below). If Seller elects (or is deemed to have elected) not to remove any such Title Objection, Buyer shall have the right, by giving notice to Seller on or before the date that is three (3) Business Days after Seller's election not to cure (or deemed election not to cure), either to terminate this Agreement (in which case the Deposit shall be returned to Buyer as Buyer's sole and exclusive remedy) or to withdraw such objection and accept title to the Property subject to the title exception or survey matter in question. If Buyer does not exercise the right to terminate this Agreement in accordance with this SECTION 4(C), Buyer shall be deemed to have approved title to the Property subject to the Title Objections in question and to have withdrawn such Title Objections. If necessary as a result of Buyer's notice of Title Objections, the Closing Date shall be postponed until Buyer's right to terminate this Agreement has expired or by Seller for up to thirty (30) calendar days as Seller may deem necessary to remove such Title Objections. (d) Without limiting the provisions of SECTION 4(C) relating to Buyer's deemed approval, Buyer shall be deemed to have approved title to the Real Property as shown in the Title Commitment, any continuation or update of the Title Commitment, the Survey and any update of the Survey unless Buyer objects to any title exception or survey matter in accordance with this SECTION 4 and all such matters as well as any matters for which a Title Objection is made but subsequently withdrawn or deemed withdrawn pursuant to SECTION 4(C) are deemed approved by Buyer as "Permitted Exceptions". (e) At the Closing, Seller shall convey title to the Real Property to Buyer by a special warranty deed (the "Deed"), duly executed and acknowledged by Seller and in proper form for recording, conveying good and clear record marketable and insurable fee simple title to the Real Property to Buyer (or its nominee if specified in written notice from Buyer to Seller delivered at least seven (7) days prior to the Closing Date. With respect Closing), subject to no exceptions other than (i) matters created by or to be assumed by Buyer; (ii) matters specifically set forth in this Agreement, if applicable; (iii) zoning, building ordinances and laws and provisions of existing and future laws, regulations, governmental restrictions, governmental requirements, ordinances, and orders (including, without limitation, any amendments relating to building, zoning and environmental protection) as to the Title Report use, occupancy, subdivision or improvement of the SurveyReal Property; (iv) general and special real estate taxes and assessments that are a lien on the date of Closing, Buyer shall have until five but are not yet due and payable; (5v) days after receipt roadways and highways; (vi) the leases set forth in the list of such amendmentsTenant Leases attached as SCHEDULE 1(D) hereto, together with legible copies of and any additional matters described therein, to notify Seller and Escrow Agent in writing of any matters not previously disclosed to which Buyer objects. After receipt of Buyer’s objections, Seller shall notify Buyer in writing as to whether Seller will attempt to cure any objection of Buyer or not cure any such objection. If Seller elects not to cure any such objection, then within five (5) days thereafter, Buyer may either (a) cancel this Agreement by written notice delivered to Seller and Escrow Agent, in which event the E▇▇▇▇▇▇ Money, together with all interest accrued thereon, shall be immediately refunded to Buyer, or (b) waive the objection by written notice to Seller and Escrow Agent and proceed to close the Escrow. All matters listed on Schedule B-Part 2 to the Title Report, other than standard exceptions, not objected leases consented to by Buyer in accordance with SECTION 7(A) below, and tenants in possession thereunder; (vii) any lien or encumbrance encumbering the provisions hereofReal Property as to which Seller shall deliver to Buyer, or to the Title Company at or prior to the Closing, payment sufficient to satisfy the obligations secured by such lien or encumbrance (in the case of liens or encumbrances, if any, which are objected to by Buyer but secure the payment of money) or proper instruments, in recordable form, which upon recordation will cancel such lien or encumbrance, together with respect to which Buyer thereafter waives any other instruments necessary thereto and the cost of recording and canceling the same (it being agreed that no such objection, lien or encumbrance shall be deemed to be “Permitted Exceptions.”appear as an exception in the Owner's Title Insurance Policy described in SECTION 9(A)(IV) below); and (viii)

Title/Survey. (a) As soon as possible after Opening of Escrowthe Effective Date, Escrow Agent shall cause Buyer confirms it has received from Fidelity National Title Insurance Company, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, Attn: ▇▇▇▇ ▇▇▇▇▇▇▇▇; Telephone: ▇▇▇-▇▇▇-▇▇▇▇; Email: ▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇▇.▇▇▇ ("Title Company"), a commitment ("Commitment") to be delivered to Buyer a preliminary title report incident issue an ALTA Owner’s Policy of Title Insurance Form (ALTA 2006) in an amount equal to the issuance of an ALTA extended coverage title insurance policy, together with legible copies of all matters indicated in Schedule B thereto Purchase Price (collectively, the “"Title Report”), and Buyer shall obtain, at Buyer’s sole cost and expense, a current ALTA survey of the Property (the “Survey”Policy"). Buyer shall have the right to object order and obtain, at its sole cost and expense, a survey of the Real Property ("Survey"). In the event Buyer desires to any matter indicated in the Title Report or on obtain a Survey, then Buyer shall place its order for the Survey by delivering written notice of such objections to Seller and Escrow Agent on or before the date that is ten (10) days prior to the Closing Date. With respect to any amendments to the Title Report or the Survey, Buyer shall have until within five (5) days after receipt the Effective Date. The Survey shall be certified to Seller, Buyer and the Title Company. The Survey shall be in form and substance sufficient to delete the standard survey exception from the Title Policy. On or before the Closing Date, Seller shall execute and deliver to the Title Company Seller's customary form of such amendmentsowner's affidavit which will enable the Title Company to delete the other standard printed exceptions other than the survey exception from the Title Policy (the "Owner's Title Affidavit"). It shall be a condition precedent to ▇▇▇▇▇’s obligation to purchase the Property that the Title Company can and will, together on the Closing Date, issue the Title Policy in accordance with legible copies of any additional the Commitment and subject only to the Permitted Exceptions (as hereinafter defined). (b) Buyer shall give written notice to Seller no less than five (5) days after the Effective Date ("Buyer's Objection Notice"), specifying objection(s) to those items shown on the Commitment reasonably objected to by ▇▇▇▇▇ ("Title Defects"), and those encroachments or other matters described therein, shown on the Survey reasonably objected to notify Seller by Buyer ("Survey Defects"; Title Defects and Escrow Agent in writing of any matters not previously disclosed to which Buyer objectsSurvey Defects shall be collectively known as "Objections"). After Within five (5) business days following receipt of Buyer’s objectionsObjection Notice, Seller shall notify Buyer in writing as ("Seller's Title Response Notice") of those Objections which Seller intends to whether cure at or prior to Closing ("Cure Items"). Notwithstanding the foregoing, Seller will attempt shall be under no obligation to cure any objection of Buyer or not cure any such objectionObjections other than a Monetary Lien (as hereinafter defined). If Seller elects identifies any Cure Items in Seller's Title Response Notice, then Seller shall proceed to satisfy the Cure Items at or prior to Closing. If Seller is unable to satisfy the Cure Items at or prior to Closing despite Seller's commercially reasonable efforts, then Seller, by providing written notice to Buyer, shall have a period of not more than fifteen (15) additional days after the proposed Closing Date in which to cause the Cure Items to be satisfied, in which case the Closing Date shall be automatically extended to the extent necessary to enable Seller to so satisfy the Cure Items. If Seller fails to deliver Seller's Title Response Notice within the aforementioned five (5)-business day period, then Seller shall be deemed to have elected not to cure any of the Objections. Notwithstanding anything herein to the contrary, Seller, at Seller's sole cost and expense, shall be required to use commercially reasonable efforts to obtain documents from third parties to discharge or have the Title Company insure over and remove such objectionitems from the Title Policy such as mortgages, then within five deeds of trusts, financing statements and other instruments created by Seller and evidencing or securing the repayment of existing debt, judgment liens and other liens of a liquidated amount evidencing a monetary obligation (5excluding liens for real estate taxes and assessments (both general and special) not due and payable) (collectively, "Monetary Liens"), regardless of whether or not Buyer has notified Seller of Buyer’s objection thereto. Failure of Buyer to object to a Monetary Lien shall in no event be deemed a waiver of Buyer’s right to require Seller to remove such Monetary Lien. Seller may use proceeds of the Purchase Price to satisfy or remove such Monetary Liens at Closing. (c) Within three (3) business days thereafterof receipt of Seller's Title Response Notice, Buyer may either shall elect to do one of the following: (ai) cancel waive the Objections that Seller has not designated as Cure Items and proceed to acquire the Property without any abatement of the Purchase Price and take title to the Real Property subject to such Objections; or (ii) terminate this Agreement Agreement, by written notice delivered to Seller and to the Escrow Agent, in which event Escrow Agent shall return the E▇▇▇▇▇▇▇ Money, together with all interest accrued thereon, Deposit to Buyer and the parties shall be immediately refunded to Buyer, or (b) waive the objection by written notice to Seller and Escrow Agent and proceed to close the Escrow. All matters listed on Schedule B-Part 2 released from all obligations hereunder except those obligations that expressly survive pursuant to the Title Reportterms of this Agreement. If ▇▇▇▇▇ fails to timely make any such election, other than standard exceptions, not objected to by then Buyer in accordance with the provisions hereof, or which are objected to by Buyer but with respect to which Buyer thereafter waives such objection, shall be deemed to be “Permitted Exceptionshave elected to purchase the Property pursuant to the foregoing clause (i).”

Title/Survey. As soon as possible after Opening of Escrow, Escrow Agent shall cause to be delivered to Buyer a preliminary title report incident (a) On or prior to the issuance Effective Date, Buyer shall order from the Title Company commitments (individually, a “Commitment” and collectively, the “Commitments”) to issue ALTA 2006 Owner’s Policies of Title Insurance in an ALTA extended coverage title insurance policyamount equal to the allocated portion of the Purchase Price applicable to each of the Properties dated as of the time and date of Closing, together with legible copies or later and being subject only to the Permitted Exceptions (as hereinafter defined) as to each of all matters indicated in Schedule B thereto the Properties (individually a “Title Policy” and collectively, the “Title Report”), and Buyer shall obtain, at Buyer’s sole cost and expense, a current ALTA survey of the Property (the “SurveyPolicies”). Buyer shall have the right to object order and obtain, at its expense, surveys of the Properties (individually, a “Survey” and collectively the “Surveys”). In the event Buyer desires to any matter indicated in the Title Report or on the Survey by delivering written notice of such objections to Seller and Escrow Agent on or before the date that is ten (10) days prior to the Closing Date. With respect to any amendments to the Title Report or the obtain a Survey, then Buyer shall have until order same no later than five (5) days after receipt of such amendments, together with legible copies of any additional matters described therein, the Effective Date. The Surveys shall be certified to notify Seller and Escrow Agent in writing of any matters not previously disclosed to which Buyer objects. After receipt of Buyer’s objections, Seller shall notify Buyer in writing as to whether Seller will attempt to cure any objection of Buyer or not cure any such objection. If Seller elects not to cure any such objection, then within five (5) days thereafterSellers, Buyer may either (a) cancel this Agreement by written notice delivered to Seller and Escrow Agent, in which event the E▇▇▇▇▇▇ Money, together with all interest accrued thereon, Title Company. The Surveys shall be immediately refunded in form and substance sufficient to Buyerdelete the standard survey exceptions for survey matters from the Title Policies. On or before the Closing Date, or (b) waive the objection by written notice to Seller Sellers shall execute and Escrow Agent and proceed to close the Escrow. All matters listed on Schedule B-Part 2 deliver to the Title ReportCompany owner’s affidavits as to each of the Properties in the form attached hereto as Exhibit “B”, other than standard exceptionsin support of the issuance of the Title Policies. It shall be a condition precedent to Buyer’s obligation to purchase the Properties that the Title Company can and will, not objected on the Closing Date, irrevocably commit to by Buyer issue the Title Policies in accordance with the provisions hereofCommitments and subject only to the Permitted Exceptions applicable to each of the Properties. (b) Buyer shall have the right to object to: (i) any matters disclosed by the Commitments (“Title Objections”) and (ii) in the event Buyer shall have ordered Surveys pursuant to Section 3.2(a), any matters disclosed by the Surveys (“Survey Objections”), provided that Buyer delivers written notice of any valid Title Objections or which are objected to by Buyer but with respect to which Buyer thereafter waives Survey Objections on or before October 3, 2011; otherwise any such objection, objections shall be deemed to be waived. If Buyer delivers in a timely manner written notice of any Title Objections and/or Survey Objections (collectively, “Permitted Exceptions.Objections”), then Sellers shall, within five

Title/Survey. As soon as possible after Opening of Escrowa) Seller has ordered from the Title Company commitments (each, Escrow Agent shall cause to be delivered to Buyer a preliminary title report incident to the issuance of an ALTA extended coverage title insurance policy, together with legible copies of all matters indicated in Schedule B thereto (“Commitment” and collectively, the “Commitments”) to issue an ALTA Owner’s Policy of Title Report”), and Buyer shall obtain, at Buyer’s sole cost and expenseInsurance in amounts equal to the Allocable Purchase Price for each Constituent Property (each, a current ALTA survey of the Property (the “SurveyTitle Policy”). Buyer shall have the right to object to any matter indicated in order and obtain, at its expense, a new survey or an update of Seller’s existing survey, if any, of each Constituent Property (each, a “Survey” and collectively, the Title Report or on the Survey by delivering written notice “Surveys”). Seller has provided Buyer with copies of such objections to Seller and Escrow Agent on or before the date that is ten (10) days its existing Surveys prior to the Closing Effective Date. With respect In the event Buyer desires to any amendments to the Title Report or the obtain a Survey, then Buyer shall have until order same no later than five (5) days after the Effective Date and shall deliver a copy of the Survey to Seller promptly upon receipt of such amendmentsfrom the surveyor. The Survey shall be certified to Seller, together with legible copies of Buyer, any additional matters described therein, to notify Seller and Escrow Agent in writing of any matters not previously disclosed to which Buyer objects. After receipt lender of Buyer’s objections, and the Title Company. The Survey shall be in form and substance sufficient to delete the standard survey exception from each Title Policy. On or before the Closing Date, Seller shall execute and deliver to the Title Company (i) an affidavit to delete the standard preprinted exception for mechanic’s liens from each Title Policy, substantially in the form of Exhibit “F” (the “Title Affidavit”), and (ii) a non-imputation affidavit in such from as the Title Company requires to provide Buyer with a non-imputation endorsement to its Title Policy, substantially in the form of Exhibit “J” (the “Non-Imputation Affidavit”). It shall be a condition precedent to Buyer’s obligation to purchase the Membership Interests that the Title Company can and will, on the Closing Date, issue each Title Policy in accordance with the applicable Commitment and subject only to the Permitted Exceptions (as hereinafter defined). b) Buyer shall have the right to object in its sole and absolute discretion to: (i) any matters disclosed by the Commitments (“Title Objections”), and (ii) any matters disclosed by the Surveys (“Survey Objections”); provided that Buyer delivers written notice of any Title Objections or Survey Objections on or before the seventh (7th) day prior to the expiration of the Due Diligence Period; otherwise any such objections shall be deemed to be waived. If Buyer delivers in a timely manner written notice of any valid Title Objections and/or Survey Objections (collectively, “Objections”), then Seller shall within three (3) business days from receipt of any Objections from Buyer notify Buyer in writing as to (“Seller’s Response”) whether Seller will attempt to cure any objection of Buyer or not elects, in Seller’s sole discretion, to: (i) cure any such objection. If Seller elects Objections on or prior to the Closing Date, or (ii) not to cure any such objection, then within five (5) days thereafterObjections. If Seller elects to cure an Objection under the previous sentence and fails to do so by the Closing Date, Buyer may either shall have the right to (aI) cancel terminate this Agreement by written notice delivered to Seller and Agreement, whereupon the Escrow Agent, in which event Agent shall promptly deliver the E▇▇▇▇▇▇ Money, together with all interest accrued thereon, shall be immediately refunded Deposit to BuyerBuyer (without the requirement or need to receive written instructions from Seller), or (bII) waive the objection by written notice to Seller and Escrow Agent Objections and proceed to close purchase the Escrow. All matters listed on Schedule B-Part 2 Membership Interests with such condition of title as Seller is able to convey and/or subject to the Title ReportObjections, other than standard exceptionswithout a reduction of the Purchase Price therefor, not in which event the items objected to by Buyer in accordance with the provisions hereof, or which are objected to by Buyer but with respect to which Buyer thereafter waives such objection, were not cured shall be deemed to be “Permitted Exceptionsacceptable to Buyer. In the event Seller fails to deliver Seller’s Response to Buyer within such five (5) business day period, Seller shall be deemed to have not elected to cure any of the Objections. If Seller’s Response states that Seller elects not to cure any of the Objections on or prior to the Closing Date, or if Seller is deemed to have elected to not cure any of the Objections as set forth above, then by the expiration of the Due Diligence Period, Buyer shall elect to either (x) terminate this Agreement, whereupon the Escrow Agent shall promptly deliver the E▇▇▇▇▇▇ Deposit to Buyer (without the requirement or need to receive written instructions from Seller), or (y) waive the Objections and proceed to purchase the Membership Interests with such condition of title as Seller is able to convey and/or subject to the Objections, without a reduction of the Purchase Price therefor, in which event the items objected to which were not cured shall be deemed to be acceptable to Buyer. If Buyer fails to timely make such election, then Buyer shall be deemed to have elected to purchase the Membership Interests pursuant to the foregoing clause (y).” c) Notwithstanding anything contained in this Agreement to the contrary, with respect to all matters affecting title to the Properties, and any liens or encumbrances affecting the Properties, Buyer acknowledges and agrees that it is relying upon each Title Policy. If Buyer has a claim under a Title Policy and the subject matter of that claim also constitutes the breach of any representation, warranty or covenant made by Seller in this Agreement, Buyer agrees that it will look first to the applicable Title Policy for recovery of such claim, and Buyer shall not assert any claim against Seller for a breach of a representation, warranty or covenant with respect to such claim to the extent such claim is covered by the applicable Title Policy. This Subsection shall survive Closing.

Title/Survey. As soon as possible after Opening of Escrow(a) On or before December 8, Escrow Agent 2010, Purchaser shall cause to be delivered to Buyer a preliminary title report incident to the issuance of obtain at its own cost and expense an ALTA extended coverage form title insurance policy, together commitment (with legible copies of all matters indicated in Schedule B thereto Florida modifications) (collectively, the “Title ReportCommitment”) for an owner’s title insurance policy issued by the title company identified in Line 9 of the Summary Statement (the “Title Company”), and Buyer to be in the amount of the Purchase Price, covering title to the Property. On or before December 13, 2010, Seller shall obtain, at Buyer’s sole cost and expense, provide Purchaser with a current ALTA survey of the Property Land in form and content acceptable to Purchaser and the Title Company so as to permit the Title Company to remove the survey exception from the owner’s title insurance policy (the “Survey”). Buyer Promptly after receipt of each of the Title Commitment and the Survey, Seller and Purchaser shall provide copies thereof to each other. On or before December 17, 2010 (the “Title Objection Date”), Purchaser will notify Seller in writing (the “Exception Notice”) as to those title exceptions listed in the Title Commitment or matters reflected on the Survey to which Purchaser objects, provided, however, that Purchaser may not object to the following: (i) liens for taxes and special assessments, in each case not yet due and payable or due and payable but not yet delinquent, with respect to the Land and Improvements; (ii) the Leases; (iii) Any applicable zoning regulations and ordinances, provided the same do not prohibit or impair in any material respect use of the Land and Improvements as currently operated and constructed; (iv) Any rights of utility companies to lay, maintain, construct and/or repair pipes, lines, poles, conduits, cables, boxes and related equipment upon, under and above the Land, to the extent the same do not materially impair the use of the Property as currently operated; Any m (v) Any minor variations between tax lot lines and lines of record title; and (vi) Any minor encroachments. The foregoing matters, together with any other encumbrances, title exceptions or conditions with respect to the Land and Improvements that are not timely objected to by Purchaser in the Exception Notice or the Gap Notice, as applicable, or that Purchaser is deemed to have waived in accordance with this Agreement shall be referred to as the “Permitted Exceptions.” If Purchaser fails to provide Seller the Exception Notice on or before the Title Objection Date, the title exceptions listed in the Title Commitment and any update thereof and the matters reflected on the Survey and any update thereof shall be deemed to be Permitted Exceptions and Purchaser shall be deemed to have waived its right to object to any matter indicated in such exceptions and matters. Seller shall have the Title Report right, but not the obligation, until the sooner of (x) the Closing Date, or on the Survey by delivering written notice of such objections to Seller and Escrow Agent on or before (y) the date that which is ten (10) days prior after the date Seller receives the Exception Notice (the sooner of which is hereinafter referred to as the Closing “Title Clearance Date. With respect ”), which date may extend beyond the Approval Date, to any amendments to have such title exceptions other than Permitted Exceptions (collectively, the “Unpermitted Exceptions”) removed from the Title Report or the Survey, Buyer shall have until five (5) days after receipt of such amendments, together with legible copies of any additional matters described therein, to notify Seller and Escrow Agent in writing of any matters not previously disclosed to which Buyer objects. After receipt of Buyer’s objections, Seller shall notify Buyer in writing as to whether Seller will attempt to cure any objection of Buyer or not cure any such objectionCommitment. If Seller elects not fails on or before the Title Clearance Date to cure any such objectionprovide written notice to Purchaser and to reasonably demonstrate to Purchaser that the Unpermitted Exceptions have been removed, then within five Purchaser shall, as its sole remedy, have the option (5the “Title Election”) days thereafter, Buyer may to either (ai) cancel terminate this Agreement by written notice delivered to Seller and Escrow AgentAgreement, in which event case the Eparties hereto shall have no further obligations hereunder (except for obligations that are expressly stated herein to survive the termination of this Agreement), and receive a return of the ▇▇▇▇▇▇▇ Money, together with all interest accrued thereon, shall be immediately refunded to Buyer, or (bii) waive proceed with Closing. If Purchaser fails to notify Seller of its Title Election by the objection by written notice to Seller and Escrow Agent and proceed to close earlier of the Escrow. All matters listed on Schedule B-Part 2 to Closing Date or five (5) days after the Title ReportClearance Date, other than standard exceptions, not objected to by Buyer in accordance with the provisions hereof, or which are objected to by Buyer but with respect to which Buyer thereafter waives such objection, Purchaser shall be deemed to have elected to proceed with the Closing, as set forth in subclause (ii) above. Notwithstanding the foregoing, Seller, at Seller’s sole cost and expense, shall be obligated to release and discharge of record, on or before the Closing Date, any liens or encumbrances created by Seller. Seller may use all or any portion of the Purchase Price to satisfy its obligations under this Section. Purchaser may, at or prior to Closing, notify Seller in writing (a “Permitted ExceptionsGap Notice”) of any objections to Seller’s title to the Land and Improvements (a) raised by the Title Company between the effective date of the Title Commitment and the Closing, and (b) not previously disclosed by the Title Company; provided that Purchaser must notify Seller of such objection to title within three (3) days after receiving written notice thereof from the Title Company of the existence of such exception. If Purchaser sends a Gap Notice to Seller, Purchaser and Seller shall have the same rights and obligations with respect to such notice as apply to Title Objections above.”

Title/Survey. As soon as possible after Opening of Escrow, Escrow Agent shall cause Seller agrees to be delivered convey the Property to Buyer a preliminary title report incident Purchaser subject only to the issuance Permitted Exceptions (as defined below): 3.1 Purchaser acknowledges receipt of a commitment for an ALTA extended coverage owner’s title insurance policypolicy covering the Property, together with legible copies of all matters indicated in Schedule B thereto (collectivelyFile No. 01040-9034, the “Title Report”)dated January 28, and Buyer shall obtain, at Buyer’s sole cost and expense, a current ALTA survey of the Property 2015 (the “SurveyCommitment”). Buyer shall have the right to object to any matter indicated in the Title Report or on the Survey by delivering written notice of such objections to Seller and Escrow Agent on or before the date that is ten (10) days prior to the Closing Date. With respect to any amendments to the Title Report or the Survey, Buyer shall have until five (5) days after receipt of such amendments, together with legible copies of any additional matters described therein, to notify Seller and Escrow Agent in writing of any matters not previously disclosed to which Buyer objects. After receipt of Buyer’s objections, Seller shall notify Buyer in writing as to whether Seller will attempt to cure any objection of Buyer or not cure any such objection. If Seller elects not to cure any such objection, then within five (5) days thereafter, Buyer may either (a) cancel this Agreement by written notice delivered to Seller and Escrow Agent, in which event the Efrom ▇▇▇▇▇▇▇ Money, together with all interest accrued thereon, Title Guaranty Company (the “Title Company”). 3.2 Purchaser shall be immediately refunded deemed to Buyerhave accepted and approved (and waived any objection to) any title encumbrances or liens listed in Schedule B, Part II of the Commitment (collectively, the “Permitted Exceptions”). 3.3 If, subsequent to the issuance of the Commitment and prior to Closing, Title Company notifies Purchaser of additional exceptions to title, Purchaser shall have 10 days after receiving such notice to render objections to title (“Objections”) in writing to Seller and Seller shall have until the Closing Date to have the same removed, cured or insured over to Purchaser’s reasonable satisfaction. Purchaser shall be deemed to have accepted and approved (and waived any objection to) any title encumbrances or liens that Purchaser fails to object to in writing within 10 days after receiving notice of such exceptions. If Seller shall fail to have such Objections removed, cured or insured over on or before the Closing Date, Purchaser may, at its sole discretion, either (a) terminate this Agreement without any liability on either party’s part (except for Purchaser’s obligation to indemnify Seller as set forth in Section 4 hereof), in which case the ▇▇▇▇▇▇▇ money deposit shall be returned to Purchaser, or (b) waive take title subject to such Objections without any reduction in the objection by written notice to Seller and Escrow Agent and proceed to close the EscrowPurchase Price. All matters listed on Schedule B-Part 2 If Purchaser does not terminate this Agreement as provided in this Section, Purchaser shall accept title to the Title Report, other than standard exceptions, Property at the Closing subject to all title matters which are either (i) not objected to by Buyer in accordance with part of the provisions hereofObjections, or which are objected (ii) part of the Objections but not removed, cured or insured over by the Seller to by Buyer but with respect Purchaser’s reasonable satisfaction on or prior to which Buyer thereafter waives the Closing Date (and all such objection, matters shall be deemed to be “part of the Permitted Exceptions).”

Title/Survey. As soon as possible after Opening of Escrow, Escrow Agent shall cause Seller agrees to be delivered convey the Property to Buyer a preliminary title report incident Purchaser subject only to the issuance Permitted Exceptions (as defined below): 3.1 Purchaser acknowledges receipt of a commitment for an ALTA extended coverage owner’s title insurance policypolicy covering the Property with file number 01040-11722, together with legible copies of all matters indicated in Schedule B thereto dated March 9, 2015 (collectively, the “Commitment”) from ▇▇▇▇▇▇▇ Title Guaranty Company (the “Title ReportCompany”), and Buyer shall obtain, at Buyer’s sole cost and expense, a current ALTA survey of the Property prepared by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Assoc., Inc., file no. 2200.52, dated September 14, 2014 (the “Survey”), and the UMore Park Declaration of Covenants and Industrial-Business Park Guidelines (respectively, “Covenants” and “Design Guidelines”). Buyer Purchaser further acknowledges notice of Seller’s intent to grant an easement to the Minnesota Department of Natural Resources for a wildlife corridor on the easterly 150 – 300 feet of the Property (“Wildlife Easement”). 3.2 Purchaser shall be deemed to have accepted and approved (and waived any objection to) the Wildlife Easement, Covenants, Design Guidelines, and any title encumbrances, liens and other matters listed in the Commitment or shown on the Survey (collectively, the “Permitted Exceptions”), understanding that the gas line allowed under the easement originally conveyed to Northern Natural Gas Company in instrument dated 8-27-1940, filed 9-6-1940 in Book 48 of M.R., page 393, will be relocated and the easement documentation modified accordingly. Purchaser acknowledges and agrees that the Property description constitutes a split of an existing tax parcel and that Purchaser shall be responsible for obtaining the requisite approvals, paying applicable fees, and fulfilling other requirements to accomplish the split, provided that Seller shall reasonably cooperate with Purchaser in effecting the split. 3.3 If, subsequent to the issuance of the Commitment and prior to Closing, Title Company notifies Purchaser of additional exceptions to title, Purchaser shall have 10 days after receiving such notice to render objections to title (“Objections”) in writing to Seller and Seller shall have until the right Closing Date to have the same removed, cured or insured over to Purchaser’s reasonable satisfaction. Purchaser shall be deemed to have accepted and approved (and waived any objection to) any title encumbrances or liens that Purchaser fails to object to any matter indicated in the Title Report or on the Survey by delivering written writing within 10 days after receiving notice of such objections exceptions. If Seller shall fail to Seller and Escrow Agent have such Objections removed, cured or insured over on or before the date that is ten (10) days prior to the Closing Date. With respect to any amendments to the Title Report or the Survey, Buyer shall have until five (5) days after receipt of such amendmentsPurchaser may, together with legible copies of any additional matters described thereinat its sole discretion, to notify Seller and Escrow Agent in writing of any matters not previously disclosed to which Buyer objects. After receipt of Buyer’s objections, Seller shall notify Buyer in writing as to whether Seller will attempt to cure any objection of Buyer or not cure any such objection. If Seller elects not to cure any such objection, then within five (5) days thereafter, Buyer may either (a) cancel terminate this Agreement by written notice delivered without any liability on either party’s part (except for Purchaser’s obligation to indemnify Seller and Escrow Agentas set forth in Section 4 hereof), in which event case the E▇▇▇▇▇▇▇ Money, together with all interest accrued thereon, money deposit shall be immediately refunded returned to BuyerPurchaser, or (b) waive take title subject to such Objections without any reduction in the objection by written notice to Seller and Escrow Agent and proceed to close the EscrowPurchase Price. All matters listed on Schedule B-Part 2 If Purchaser does not terminate this Agreement as provided in this Section, Purchaser shall accept title to the Title Report, other than standard exceptions, Property at the Closing subject to all title matters which are either (i) not objected to by Buyer in accordance with part of the provisions hereofObjections, or which are objected (ii) part of the Objections but not removed, cured or insured over by the Seller to by Buyer but with respect Purchaser’s reasonable satisfaction on or prior to which Buyer thereafter waives the Closing Date (and all such objection, matters shall be deemed to be “part of the Permitted Exceptions).”

Title/Survey. As soon (a) On before October 5, 2004, Seller shall obtain and deliver to Buyer a title insurance commitment (the "Commitment") issued by Chicago Title Insurance Company (the "Title Company") for the issuance of a 1992 form owner's fee policy of title insurance as possible after Opening to the Land, together with copies of Escrowall documents of record referenced therein in the amount of the Purchase Price, Escrow Agent shall cause covering the Real Property and showing title in fee simple to be vested in Seller, naming Buyer as the proposed insured, including extended coverage over all standard exceptions, and including, at Buyer's expense, the following endorsements: (i) zoning 3.1 with parking and loading dock coverage; (ii) owner's comprehensive; (iii) access; (iv) survey (legal description equivalency); (v) separate tax parcel; (vi) contiguity (if applicable); (vii) waiver of creditor's rights; (viii) environmental lien protection; (ix) encroachment (if applicable); (x) utility facility; (ix) subdivision; (xii) location; and (xiii) deletion of arbitration provision. Notwithstanding anything contained herein to the contrary, the utility facility endorsements described in (x) above shall not be a condition precedent to Buyer's obligation to close this transaction. (b) Seller has delivered to Buyer a preliminary title report incident the most recent survey (the "Existing Survey") of the Property in Seller's possession. On or before October 6, 2004, Seller shall obtain and deliver to the issuance of Buyer an ALTA extended coverage title insurance policy, together with legible copies of all matters indicated in Schedule B thereto (collectively, the “Title Report”), and Buyer shall obtain, at Buyer’s sole cost and expense, a current ALTA updated ALTA/ACSM survey of the Real Property (the “"Survey”)") based upon the Existing Survey and made in accordance with the 1999 "Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys", including and in accordance with Buyer's survey requirements (except said Survey shall not show the various topographic elevations of the Property) and surveyor's certificate set forth on EXHIBIT E attached hereto. (c) On or before October 11, 2004, Buyer shall deliver to Seller written notice that Buyer either: (i) approves and accepts Seller's title as it appears in the Commitment and on the Survey, or (ii) objects to any matters set forth in the Commitment or on the Survey, which matters shall be described in Buyer's notice of objection with sufficient particularity to allow Seller to identify them. If Buyer fails to deliver notice as provided in this subsection, Buyer shall be deemed to have approved title to the Property as shown in the Commitment and on the Survey, and all such matters shown in the Commitment and on the Survey shall be considered "Permitted Exceptions." (d) Any matters set forth in the Commitment or on the Survey for which Buyer does not object to shall be considered "Permitted Exceptions." In addition, the following matters set forth in the Commitment or on the Survey shall be deemed to be "Permitted Exceptions": (i) those created by Buyer; (ii) those specifically set forth in this Agreement; (iii) zoning ordinances; (iv) general and special real estate taxes and assessments that are a lien on the date of Closing, but are not yet due and payable; (v) legal highways; (vi) covenants, conditions, restrictions, agreements and easements of record approved by Buyer during the Due Diligence Period that do not unreasonably interfere with the use of the Property as a retail shopping center; (vii) rights of tenants as tenants under the Tenant Leases; and (viii) nonmaterial encroachments over a building setback or property line, a prohibited encroachment of a nonmaterial nature over any easement or any other matter shown on the Survey which does not materially interfere with the use, operation or financing of the Real Property provided the Title Company provides affirmative insurance regarding same. (e) If Buyer notifies Seller that the condition of title as shown in the Commitment and on the Survey is unacceptable, Seller shall have until October 12, 2004 during which it may attempt to cure any material defects or, in the case of non-material defects, reach a mutual written agreement with Buyer to cure such non-material defects after the termination of the Title Review Period (as defined herein) and prior to Closing. Notwithstanding the foregoing, Seller shall have no affirmative obligation under this Agreement to expend any funds or incur any liabilities to cause any title exceptions to be removed from the Commitment or insured over or to correct any survey defects, except that (x) Seller shall pay, discharge or cause the Title Company to affirmatively insure over any mortgage lien, mechanics lien or similar encumbrance voluntarily created or assumed by Seller and not created by or resulting from the acts of Buyer or other parties not related to Seller and (y) Seller agrees to expend up to Five Hundred Thousand Dollars ($500,000) in the aggregate to cure any defects other than those described in (x) above and other than those created by or resulting from the acts of the Buyer. Seller shall have the right to object cure any defect by causing the Title Company to any matter indicated insure over it provided Buyer agrees to same. If Seller fails to cure such defects, then Buyer has until October 13, 2004 (the "Title Review Period") to elect either to terminate this Agreement, as its sole and exclusive remedy, or Buyer may accept such title as Seller is able to convey, without reduction in the Title Report or on the Survey by delivering Purchase Price. If Buyer elects to terminate this Agreement, Buyer shall deliver to Seller written notice of such objections its decision to Seller terminate this Agreement by the end of the Title Review Period, and Escrow Agent on shall return all documents and funds, except for the Nonrefundable Deposit (in accordance with Section 2(b) herein), previously deposited into escrow to the party so depositing same and neither party shall have any further liability to the other hereunder, except as otherwise provided herein. (f) At Closing, as a condition to Buyer's obligations hereunder, there shall be no other exceptions to title to the Property other than the Permitted Exceptions or before the date those that Buyer is ten (10) days prior deemed to have approved. On the Closing Date. With respect to any amendments to the Title Report or the Survey, Buyer shall have until five (5) days after receipt of such amendments, together with legible copies of any additional matters described therein, to notify Seller and Escrow Agent in writing of any matters not previously disclosed to which Buyer objects. After receipt of Buyer’s objections, Seller shall notify Buyer in writing cause the Title Company to issue, at Seller's expense, an ALTA Owner's Title Insurance Policy (Form 1992) as to whether the Land in an amount equal to the Purchase Price, assuring that title to the Property is in the condition required by this Agreement, with extended coverage over the standard printed exceptions and including all endorsements requested by Buyer pursuant to Section 4(a) herein (the "Policy"). Seller will attempt agrees to cure any objection of Buyer or not cure any such objection. If Seller elects not to cure any such objectioncooperate reasonably with Buyer, then within five (5) days thereafter, Buyer may either (a) cancel this Agreement by written notice delivered to Seller and Escrow Agentat Buyer's expense, in which event causing the E▇▇▇▇▇▇ Money, together with all interest accrued thereon, shall be immediately refunded Title Company to Buyer, or (b) waive the objection by written notice to Seller and Escrow Agent and proceed to close the Escrow. All matters listed on Schedule B-Part 2 issue such endorsements to the Title Report, other than standard exceptions, not objected to by Buyer in accordance with the provisions hereof, or which are objected to by Buyer but with respect to which Buyer thereafter waives such objection, shall be deemed to be “Permitted ExceptionsPolicy.”

Title/Survey. (a) As soon as reasonably possible after Opening of Escrowthe Effective Date, Escrow Agent shall cause to be delivered deliver to Buyer a current preliminary title report incident to covering the issuance of an ALTA extended coverage title insurance policyProperty, together with legible readable copies of all matters indicated in Schedule B thereto documents of record referred to therein (collectively, the “Title Report”). Buyer shall have thirty (30) days from and after the receipt of the Title Report (the “Title Review Period”) to satisfy itself with respect to the condition of title to the Property. If Buyer objects to any matters contained in the Title Report, Buyer shall deliver written notice of such objection to Seller and Escrow Agent in writing of such objections (“Buyer’s Objection Letter”) not later than ten (10) days prior to the last day of the Title Review Period. If within five (5) days following receipt of Buyer’s Objection Letter Seller fails to respond to Buyer’s Objection Letter or notifies Buyer in writing that Seller is unwilling or unable to correct any such objections, Buyer may elect to (i) cancel this Agreement by delivering written notice of such election to Seller and to Escrow Agent prior to expiration of the Title Review Period, or (ii) waive any such objections by delivering written notice of such election to Seller and to Escrow Agent prior to the expiration of the Title Review Period. Buyer’s failure to deliver written notice as provided in either (i) or (ii) above shall be deemed Buyer’s waiver and approval of the condition of title, and Buyer this Agreement shall obtaincontinue in full force and effect. (b) Not less than forty-five (45) days after the Effective Date, Seller, at Buyer’s its sole cost and expense, a current shall obtain and deliver to Buyer an ALTA survey of the Property (the “Survey”). The Survey shall show (i) the perimeter boundaries of the Property configured substantially in accordance with the area designated on the Project Plan, (ii) all easements and matters of record reflected on the Title Report that can be plotted on the Survey, and (iii) all items necessary to accurately calculate the Net Square Feet of the Parcel as provided in Section 3(a) above. Prior to the Closing, the Survey shall be certified to Buyer, Seller, Escrow Agent and, if applicable, Buyer’s lender. Buyer shall have fifteen (15) days from and after the right receipt of the Survey (the “Survey Period”) to object satisfy itself with the Survey. If Buyer objects to any matter indicated in the Title Report or matters contained on the Survey by delivering written notice of such objections to Seller and Escrow Agent on or before the date that is ten (10) days prior to the Closing Date. With respect to any amendments to the Title Report or the Survey, Buyer shall have until five (5) days after receipt deliver written notice of such amendments, together with legible copies of any additional matters described therein, objection to notify Seller and Escrow Agent in writing of any matters such objections (“Survey Objection Letter”) not previously disclosed to which Buyer objects. After receipt later than the last day of Buyer’s objections, Seller shall notify Buyer in writing as to whether Seller will attempt to cure any objection of Buyer or not cure any such objectionthe Survey Period. If Seller elects not to cure any such objection, then within five (5) days thereafterfollowing receipt of Survey Objection Letter Seller fails to respond to Survey Objection Letter or notifies Buyer in writing that Seller is unwilling or unable to correct any such objections, Buyer may either elect to (ai) cancel this Agreement by delivering written notice delivered of such election to Seller and to Escrow Agent, in which event Agent prior to expiration of the E▇▇▇▇▇▇ Money, together with all interest accrued thereon, shall be immediately refunded to BuyerSurvey Period, or (bii) waive the objection any such objections by delivering written notice of such election to Seller and to Escrow Agent and proceed to close the Escrow. All matters listed on Schedule B-Part 2 prior to the Title Report, other than standard exceptions, not objected expiration of the Survey Period. Buyer’s failure to by Buyer deliver written notice as provided in accordance with the provisions hereof, either (i) or which are objected to by Buyer but with respect to which Buyer thereafter waives such objection, (ii) above shall be deemed to be “Permitted ExceptionsBuyer’s waiver and approval of the Survey, and this Agreement shall continue in full force and effect.”

Title/Survey. (a) As soon as possible after Opening of Escrowthe Effective Date, Escrow Agent shall cause Buyer confirms it has received from Chicago Title Insurance Company, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ("Title Company"), a commitment ("Commitment") to be delivered to Buyer a preliminary title report incident issue an ALTA Owner’s Policy of Title Insurance Form (ALTA 2006) in an amount equal to the issuance of an ALTA extended coverage title insurance policy, together with legible copies of all matters indicated in Schedule B thereto Purchase Price (collectively, the “"Title Report”), and Buyer shall obtain, at Buyer’s sole cost and expense, a current ALTA survey of the Property (the “Survey”Policy"). Buyer shall have the right to object order and obtain, at its sole cost and expense, a survey of the Real Property ("Survey"). In the event Buyer desires to any matter indicated in the Title Report or on obtain a Survey, then Buyer shall place its order for the Survey by delivering written notice of such objections to Seller and Escrow Agent on or before the date that is ten (10) days prior to the Closing Date. With respect to any amendments to the Title Report or the Survey, Buyer shall have until within five (5) days after receipt the Effective Date. The Survey shall be certified to Seller, Buyer and the Title Company. The Survey shall be in form and substance sufficient to delete the standard survey exception from the Title Policy. On or before the Closing Date, Seller shall execute and deliver to the Title Company Seller's customary form of such amendmentsowner's affidavit which will enable the Title Company to delete the other standard printed exceptions other than the survey exception from the Title Policy (the "Owner's Title Affidavit"). It shall be a condition precedent to Buyer’s obligation to purchase the Property that the Title Company can and will, together on the Closing Date, issue the Title Policy in accordance with legible copies of any additional the Commitment and subject only to the Permitted Exceptions (as hereinafter defined). (b) Buyer shall give written notice to Seller no less than five (5) days after the Effective Date ("Buyer's Objection Notice"), specifying objection(s) to those items shown on the Commitment reasonably objected to by Buyer ("Title Defects"), and those encroachments or other matters described therein, shown on the Survey reasonably objected to notify Seller by Buyer ("Survey Defects"; Title Defects and Escrow Agent in writing of any matters not previously disclosed to which Buyer objectsSurvey Defects shall be collectively known as "Objections"). After Within five (5) business days following receipt of Buyer’s objectionsObjection Notice, Seller shall notify Buyer in writing as ("Seller's Title Response Notice") of those Objections which Seller intends to whether cure at or prior to Closing ("Cure Items"). Notwithstanding the foregoing, Seller will attempt shall be under no obligation to cure any objection of Buyer or not cure any such objectionObjections other than a Monetary Lien (as hereinafter defined). If Seller elects identifies any Cure Items in Seller's Title Response Notice, then Seller shall proceed to satisfy the Cure Items at or prior to Closing. If Seller is unable to satisfy the Cure Items at or prior to Closing despite Seller's commercially reasonable efforts, then Seller, by providing written notice to Buyer, shall have a period of not more than fifteen (15) additional days after the proposed Closing Date in which to cause the Cure Items to be satisfied, in which case the Closing Date shall be automatically extended to the extent necessary to enable Seller to so satisfy the Cure Items. If Seller fails to deliver Seller's Title Response Notice within the aforementioned five (5)-business day period, then Seller shall be deemed to have elected not to cure any of the Objections. Notwithstanding anything herein to the contrary, Seller, at Seller's sole cost and expense, shall be required to use commercially reasonable efforts to obtain documents from third parties to discharge or have the Title Company insure over and remove such objectionitems from the Title Policy such as mortgages, then within five deeds of trusts, financing statements and other instruments created by Seller and evidencing or securing the repayment of existing debt, judgment liens and other liens of a liquidated amount evidencing a monetary obligation (5excluding liens for real estate taxes and assessments (both general and special) not due and payable) (collectively, "Monetary Liens"), regardless of whether or not Buyer has notified Seller of Buyer’s objection thereto. Failure of Buyer to object to a Monetary Lien shall in no event be deemed a waiver of Buyer’s right to require Seller to remove such Monetary Lien. Seller may use proceeds of the Purchase Price to satisfy or remove such Monetary Liens at Closing. (c) Within three (3) business days thereafterof receipt of Seller's Title Response Notice, Buyer may either shall elect to do one of the following: (ai) cancel waive the Objections that Seller has not designated as Cure Items and proceed to acquire the Property without any abatement of the Purchase Price and take title to the Real Property subject to such Objections; or (ii) terminate this Agreement Agreement, by written notice delivered to Seller and to the Escrow Agent, in which event Escrow Agent shall return the E▇▇▇▇▇▇▇ Money, together with all interest accrued thereon, Deposit to Buyer and the parties shall be immediately refunded to Buyer, or (b) waive the objection by written notice to Seller and Escrow Agent and proceed to close the Escrow. All matters listed on Schedule B-Part 2 released from all obligations hereunder except those obligations that expressly survive pursuant to the Title Reportterms of this Agreement. If Buyer fails to timely make any such election, other than standard exceptions, not objected to by then Buyer in accordance with the provisions hereof, or which are objected to by Buyer but with respect to which Buyer thereafter waives such objection, shall be deemed to be “Permitted Exceptionshave elected to purchase the Property pursuant to the foregoing clause (i).”

Title/Survey. As soon as possible after Opening a) Seller has ordered from the Title Company a commitment (the “Commitment”) to issue an ALTA Owner’s Policy of Escrow, Escrow Agent shall cause to be delivered to Buyer a preliminary title report incident Title Insurance in an amount equal to the issuance of an ALTA extended coverage title insurance policy, together with legible copies of all matters indicated in Schedule B thereto Purchase Price (collectively, the “Title Report”), and Buyer shall obtain, at Buyer’s sole cost and expense, a current ALTA survey of the Property (the “SurveyPolicy”). Buyer shall have the right to object order and obtain, at its expense, a new survey or an update of Seller’s existing survey, if any, of the Property (collectively, the “Survey”). In the event Buyer desires to any matter indicated in the Title Report or on the Survey by delivering written notice of such objections to Seller and Escrow Agent on or before the date that is ten (10) days prior to the Closing Date. With respect to any amendments to the Title Report or the obtain a Survey, then Buyer shall have until order same no later than five (5) days after the Effective Date and shall deliver a copy of the Survey to Seller promptly upon receipt of such amendmentsfrom the surveyor. The Survey shall be certified to Seller, together with legible copies of any additional matters described therein, Buyer and the Title Company. The Survey shall be in form and substance sufficient to notify Seller and Escrow Agent in writing of any matters not previously disclosed to which Buyer objectsdelete the standard survey exception from the Title Policy. After receipt of Buyer’s objectionsOn or before the Closing Date, Seller shall notify execute and deliver to the Title Company an affidavit to delete the standard preprinted exception for mechanic’s liens from the Title Policy, substantially in the form of Exhibit “H” (the “Title Affidavit”). It shall be a condition precedent to ▇▇▇▇▇’s obligation to purchase the Property that the Title Company can and will, on the Closing Date, issue the Title Policy in accordance with the Commitment and subject only to the Permitted Exceptions (as hereinafter defined). b) Buyer had the right to object to: (i) any matters disclosed by the Commitment (“Title Objections”), and (ii) any matters disclosed by a Survey (“Survey Objections”); and ▇▇▇▇▇ delivered written notice of valid Title Objections or Survey Objections on or before November 22, 2023. Any objections other than those contained in the Objections shall be deemed to be waived other than as to the Mandatory Cure Items, which Mandatory Cure Items shall be deemed objected to whether or not set forth in any Objections delivered by Buyer. Buyer delivered in a timely manner written notice of any valid Title Objections and/or Survey Objections (collectively, “Objections”), and Seller timely notified Buyer in writing as to (“Seller’s Response”) whether Seller will attempt to cure any objection of Buyer or not elected, in Seller’s sole discretion, to: (i) cure any such objection. If Seller elects Objections on or prior to the Closing Date, or (ii) not to cure any such objection, then within five (5) days thereafterObjections. If Seller elected to cure an Objection under the previous sentence and fails to do so by the Closing Date, Buyer may either shall have the right to (ax) cancel terminate this Agreement by written notice delivered to Seller and Agreement, whereupon the Escrow Agent, in which event Agent shall promptly deliver the E▇▇▇▇▇▇▇ Money, together with all interest accrued thereon, shall be immediately refunded Deposit to Buyer, or (by) waive the objection by written notice to Seller and Escrow Agent Objections and proceed to close purchase the Escrow. All matters listed on Schedule B-Part 2 Property with such condition of title as Seller is able to convey and/or subject to the Title ReportObjections, other than standard exceptionswithout a reduction of the Purchase Price therefor, not in which event the items objected to by Buyer in accordance with the provisions hereof, or which are objected to by Buyer but with respect to which Buyer thereafter waives such objection, were not cured shall be deemed to be acceptable to Buyer. “Mandatory Cure Items” mean, except for real estate taxes and assessments not yet due and payable as of the Closing, and mortgages, liens and other encumbrances that are Permitted Exceptions, all mortgages, deeds of trust and monetary liens of ascertainable amounts encumbering the Property incurred by, for, or on behalf of Seller. Mandatory Cure Items shall be paid by Seller at or prior to Closing, or removed from record by the Title Company. For clarity, in no event shall the foregoing require Seller to satisfy or expend money to remove any mortgages, deeds of trust or monetary liens of ascertainable amounts incurred by, for, or on behalf of any entity, tenant or other occupant of the Property other than Seller.”

Title/Survey. As soon No later than three (3) days following the Effective Date, Buyer shall, at Seller's sole cost and expense, order from the Title Insurer (as possible after Opening of Escrow, Escrow Agent shall cause to be delivered to Buyer defined hereinbelow) the following: (a) a preliminary title report incident to the issuance of commitment for an ALTA extended coverage title insurance policyOwner's Title Insurance Policy (the "Title Commitment") for the Property, together with legible copies of any and all matters indicated title exception documents referenced therein, issued by Chicago Title Insurance Company (the "Title Insurer") in Schedule B thereto the amount of the Purchase Price of the Property on or after the date hereof, showing Seller as owner of the Property in fee simple, subject only to the title exceptions approved or deemed approved by Purchaser pursuant to this Paragraph 5 or Paragraph 6 below (each a "Permitted Exception"), and other exceptions pertaining to liens or encumbrances of a definite or ascertainable amount (which, in the aggregate, do not exceed that portion of the Purchase Price payable to Seller on the Closing Date) which may be removed by the payment of money at closing and which Seller shall so remove, and providing for full extended coverage over all general title exceptions contained in such Policy and the following special endorsements (collectively, the “"Special Title Report”Endorsements"): Zoning Endorsement 3.1 (amended to include parking), owner's comprehensive, access, survey (legal description equivalency), separate tax parcel, contiguity (if applicable), waiver of creditor's rights, environmental protection lien, encroachment (if applicable), utility facility, subdivision, location, deletion of the arbitration provision, and Buyer shall obtain, at Buyer’s sole cost any other endorsements required by Purchaser; and expense, a current ALTA (b) Seller's existing survey of relating to the Property (the “"Survey”"). Buyer shall have the right to object to any matter indicated in the Title Report or on the Survey by delivering written notice of such objections to Seller and Escrow Agent on or before the date that is ten Not less than five (105) days prior to the Closing Date. With respect expiration of the Inspection Period, Purchaser may deliver to Seller a notice (the "Title and Survey Notice") identifying any amendments to matters contained in or disclosed by any of the Title Report or Commitment and/or the Survey that are not acceptable to Purchaser in its sole and absolute discretion (each, a "Title/Survey Objection", and collectively, the "Title/Survey Objections"). Purchaser's failure to deliver the Title and Survey Notice as aforesaid shall be deemed Purchaser's approval and acceptance of the Title Commitment and the Survey, Buyer and all matters shown and referenced thereon and therein shall have until be deemed Permitted Exceptions. Additionally, Purchaser's failure to object to any matters disclosed by the Title Commitment and/or the Survey in a Title and Survey Notice shall be deemed Purchaser's acceptance of such matters, and such matters shall be deemed Permitted Exceptions. If Purchaser shall deliver the Title and Survey Notice to Seller as aforesaid, Seller shall, within five (5) days after receipt of such amendmentsthe same, together notify Purchaser, with legible copies of any additional matters described thereinrespect to each Title/Survey Objection, to notify Seller and Escrow Agent in writing of any matters not previously disclosed to which Buyer objects. After receipt of Buyer’s objections, Seller shall notify Buyer in writing as to whether Seller will attempt intends to cure either (a) cause the Title/Survey Objection to be removed, (b) have the Title Insurer issue a title endorsement insuring against damage and loss caused by any objection Title/Survey Objection (which endorsement shall be subject to the review and approval of Buyer Purchaser), or not cure (c) take no further action regarding such Title/Survey Objection in which event, subject to the immediately following sentence, such Title/Survey Objection shall become a Permitted Exception. Notwithstanding the foregoing, STORE NO. 2630 Seller shall, at its expense, remove (or cause to be removed) or cause the Title Insurer to insure over any such objectionTitle/Survey Objection appearing on the Title Commitment that is any of the following: (1) judgments against Seller, and/or (2) mortgages or monetary liens, defects, obligations or exceptions of a definite and ascertainable amount that can be satisfied solely by the payment of money (items (1) and (2) above to be hereinafter referred to collectively as "Monetary Exceptions"). If Seller elects not elects, or is deemed to cure any such objectionhave elected, item (c) above, then Purchaser shall have the right, by delivering notice to Seller within three (3) business days after the expiration of the aforementioned five (5) days thereafter, Buyer may day period to either (ai) cancel terminate this Agreement by written notice delivered to Seller and Escrow Agent, in which event the E▇▇▇▇▇▇▇ Money, together with all Money (and any interest accrued earned thereon, ) shall be immediately refunded returned to BuyerPurchaser and thereupon neither Seller nor Purchaser shall have any further rights, duties or obligations under this Agreement, or (bii) waive its objection and accept title to the Property subject to such Title/Survey Objections, in which event this Agreement shall remain in full force and effect. Seller's failure to notify Purchaser within the aforementioned five (5) day period of which foregoing course of action Seller elects to take with respect to a Title/Survey Objection shall be deemed Seller's election of item (c) above. With respect to any Title/Survey Objection that Seller has elected or is deemed to have elected not to take any further action, Purchaser's failure to terminate this Agreement on or before the expiration of the aforementioned three (3) business day period as aforesaid shall be deemed Purchaser's waiver of its objection by written notice as provided in (ii) above. If the Title Commitment discloses judgments, bankruptcies or other matters against other persons having names the same as or similar to Seller and Escrow Agent and proceed to close that of Seller, Seller, on the Escrow. All matters listed on Schedule B-Part 2 Title Insurer's request, shall deliver to the Title ReportInsurer affidavits or other evidence reasonably acceptable to the Title Insurer showing and/or confirming that such judgments, bankruptcies or other than standard exceptionsmatters are not against Seller, or any affiliates. Notwithstanding anything in this Section or Agreement to the contrary, Seller may elect to not objected to by Buyer pay off any mechanic's or materialman's lien filed against the Property in accordance connection with the provisions hereofconstruction provided Seller bonds any such lien to the reasonable satisfaction of Purchaser and the Title Insurer and further provided that the Title Insurer issues, or which are objected at Seller's cost, an endorsement to by Buyer but with respect to which Buyer thereafter waives such objection, shall be deemed Purchaser's final Owner's Title Policy to be “Permitted Exceptionsissued pursuant to Section 10(c) below insuring against any loss or damage arising on account of such lien. Seller shall have one (1) year from the Closing Date to finalize and cause the release of any mechanic's or materialman's lien filed against the Property in connection with Seller's work to construct, complete and/or to perform warranty work on the Improvements pursuant to Section 15(3) below. This provision shall survive the Closing.”

Title/Survey. As soon No later than three (3) days following the Effective Date, Purchaser shall, at its sole cost and expense, order the following: (a) the As-Built Survey, as possible after Opening of Escrowhereinafter defined, Escrow Agent shall cause to be delivered to Buyer and (b) a preliminary title report incident to commitment from the issuance of Title Insurer (as defined hereinbelow) for an ALTA extended coverage title insurance policyOwner's Title Insurance Policy (the "Title Commitment") for the Property, together with legible copies of any and all matters indicated title exception documents referenced therein, issued by Chicago Title Insurance Company (the "Title Insurer") in Schedule B thereto the amount of the Purchase Price of the Property on or after the date hereof, showing Seller as owner of the Property in fee simple, subject only to the title exceptions approved or deemed approved by Purchaser pursuant to this Paragraph 5 or Paragraph 6 below (each a "PERMITTED EXCEPTION"), and other exceptions pertaining to liens or encumbrances of a definite or ascertainable amount (which, in the aggregate, do not exceed that portion of the Purchase Price payable to Seller on the Closing Date) which may be removed by the payment of money at closing and which Seller shall so remove (excluding, however, liens for any special assessments or taxes not yet due and payable), and providing for full extended coverage over all general title exceptions contained in such Policy and the following special endorsements (collectively, the “Title Report”"SPECIAL TITLE Blytheville, AR ENDORSEMENTS"): Zoning Endorsement 3.1 (amended to include parking), owner's comprehensive, access, survey (legal description equivalency), separate tax parcel, contiguity (if applicable), waiver of creditor's rights, environmental protection lien, encroachment (if applicable), utility facility, subdivision, location, deletion of the arbitration provision, and Buyer shall obtain, at Buyer’s sole cost and expense, a current ALTA any other endorsements required by Purchaser. Seller has provided Purchaser with its existing survey (the "Survey") of the Property and its existing title insurance policy ("Existing Title Policy") insuring Seller's interest in the Property, Prior to the expiration of the Additional Inspection Period, Purchaser may deliver to Seller a notice (the “Survey”"TITLE AND SURVEY NOTICE") identifying any matters contained in or disclosed by any of the Title Policy, Title Commitment and/or the Survey and As-Built Survey that are not acceptable to Purchaser in its sole and absolute discretion (each, a "TITLE/SURVEY OBJECTION", and collectively, the "TITLE/SURVEY OBJECTIONS"). Buyer Purchaser's failure to deliver the Title and Survey Notice as aforesaid shall have be deemed Purchaser's approval and acceptance of the right Title Commitment and the Survey, and all matters shown and referenced thereon and therein shall be deemed Permitted Exceptions. Additionally, Purchaser's failure to object to any matter indicated in matters disclosed by the Title Report or on Commitment and/or the Survey by delivering written notice in a Title and Survey Notice shall be deemed Purchaser's acceptance of such objections matters, and such matters shall be deemed Permitted Exceptions. If Purchaser shall deliver the Title and Survey Notice to Seller and Escrow Agent on or before the date that is ten (10) days prior to the Closing Date. With respect to any amendments to the Title Report or the Surveyas aforesaid, Buyer shall have until Seller shall, within five (5) days after receipt of the same, notify Purchaser, with respect to each Title/Survey Objection, whether Seller intends to either (a) cause the Title/Survey Objection to be removed, (b) have the Title Insurer issue a title endorsement insuring against damage and loss caused by any Title/Survey Objection (which endorsement shall be subject to the review and approval of Purchaser), or (c) take no further action regarding such amendmentsTitle/Survey Objection in which event, together with legible copies of any additional matters described thereinsubject to the immediately following sentence, to notify Seller and Escrow Agent in writing of any matters not previously disclosed to which Buyer objectssuch Title/Survey Objection shall become a Permitted Exception. After receipt of Buyer’s objectionsNotwithstanding the foregoing, Seller shall notify Buyer in writing at Closing, at its expense, remove (or cause to be removed) or cause the Title Insurer to insure over any Title/Survey Objection appearing on the Title Commitment that is any of the following: (1) judgments against Seller, and/or (2) mortgages or monetary liens, defects, obligations or exceptions of a definite and ascertainable amount that can be satisfied solely by the payment of money (items (1) and (2) above to be hereinafter referred to collectively as to whether Seller will attempt to cure any objection of Buyer "MONETARY EXCEPTIONS") or not cure any such objection(3) matters caused by Seller's intentional actions ("Seller's Exception"). If Seller elects not elects, or is deemed to cure any such objectionhave elected, item (c) above, then Purchaser shall have the right, by delivering notice to Seller within three (3) business days after the expiration of the aforementioned five (5) days thereafter, Buyer may day period to either (ai) cancel terminate this Agreement by written notice delivered to Seller and Escrow Agent, in which event the E▇▇▇▇▇▇▇ Money, together with all Money (and any interest accrued earned thereon, ) shall be immediately refunded returned to BuyerPurchaser and thereupon neither Seller nor Purchaser shall have any further rights, duties or obligations under this Agreement, or (bii) waive its objection and accept title to the Property subject to such Title/Survey Objections, in which event this Agreement shall remain in full force and effect. Seller's failure to notify Purchaser within the aforementioned five (5) day period of which foregoing course of action Seller elects to take with respect to a Title/Survey Objection shall be deemed Seller's election of item (c) above. With respect to any Title/Survey Objection that Seller has elected or is deemed to have elected not to take any further action, Purchaser's failure to terminate this Agreement on or before the expiration of the aforementioned three (3) business day period as aforesaid shall be deemed Purchaser's waiver of its objection by written notice as provided in (ii) above. If the Title Commitment discloses judgments, bankruptcies or other matters against other persons Blytheville, AR having names the same as or similar to Seller and Escrow Agent and proceed to close that of Seller, Seller, on the Escrow. All matters listed on Schedule B-Part 2 Title Insurer's request, shall deliver to the Title ReportInsurer affidavits or other evidence reasonably acceptable to the Title Insurer showing and/or confirming that such judgments, bankruptcies or other than standard exceptionsmatters are not against Seller, or any affiliates. Notwithstanding anything in this Section or Agreement to the contrary, Seller may elect to not objected to by Buyer pay off any mechanic's or materialman's lien filed against the Property in accordance connection with the provisions hereofconstruction provided Seller bonds any such lien to the reasonable satisfaction of Purchaser and the Title Insurer and further provided that the Title Insurer issues, or which are objected at Seller's cost, an endorsement to by Buyer but with respect to which Buyer thereafter waives such objection, shall be deemed Purchaser's final Owner's Title Policy to be “Permitted Exceptionsissued pursuant to Section 10(c) below insuring against any loss or damage arising on account of such lien.”

Title/Survey. As soon (a) For Buyer’s convenience, Seller has (i) attached hereto as possible after Opening Schedule 4(a) a commitment by the Title Company to issue an owner’s policy of Escrow, Escrow Agent shall cause to be delivered to Buyer a preliminary title report incident to the issuance of an ALTA extended coverage title insurance policy, together with legible copies of all matters indicated in Schedule B thereto insuring the Real Property (collectively, the “Title ReportCommitment”), and (ii) has delivered to Buyer shall obtain, at Buyer’s sole cost and expense, a current an ALTA survey of the Property (the “Survey”). Buyer shall have ) provided with respect to the right to object to any matter indicated Real Property entitled State Street Financial Center”, dated December 17, 2003, and prepared by G▇▇▇▇▇▇ Engineering, Inc. All matters disclosed by the Survey and all matters set forth in the following sections or provisions of the Title Report or on Commitment are deemed approved by Buyer as “Permitted Exceptions”, except as otherwise provided in paragraph (d) below: Item 2 in Schedule B, Section 1 and Items 2, 3 and 5 through 14 in Schedule B, Section 2 of the Survey by delivering written notice of such objections to Seller and Escrow Agent on or before the date that is ten Title Commitment. (10b) days prior to the Closing Date. With respect to any amendments continuation or update of the Title Commitment or any update of the Survey obtained by Buyer subsequent to the date of the Title Report or the SurveyCommitment, Buyer shall deliver to Seller, within one (1) business day of receipt of such continuation or update, a copy of such continuation or update together with a written statement by Buyer of any objections to title which have appeared for the first time in such continuation or update (collectively, a “Title Objection”); it being understood that Buyer may not raise as a Title Objection any matter which pursuant to the following subsection (c) Buyer has agreed to accept title subject to. If any matter is unsatisfactory, Buyer must specify in such written notice (the “Title Notice”) the reason such matter(s) are not satisfactory and the curative steps necessary to remove the basis for Buyer’s disapproval. The parties shall then have until five (5) business days after receipt of the Title Notice (the “Response Date”) to make such amendmentsarrangements or take such steps as they shall mutually agree to satisfy Buyer’s objections(s); provided, together with legible copies of however, that Seller shall have no obligation whatsoever to expend or agree to expend any additional matters described thereinfunds, to notify Seller and Escrow Agent in writing of undertake or agree to undertake any matters not previously disclosed obligations or otherwise to which Buyer objects. After receipt of Buyer’s objections, Seller shall notify Buyer in writing as attempt to whether Seller will cure or agree to attempt to cure any objection of Buyer or Title Objections, and Seller shall not cure be deemed to have any such objection. If Seller elects not obligation to attempt to cure any such objection, then within five (5) days thereafter, matters unless Seller expressly undertakes such an obligation by a written notice to or written agreement with Buyer may either (a) cancel given or entered into on or prior to the Response Date and which recites that it is in response to a Title Notice. Buyer’s sole right with respect to any Title Objections contained in a Title Notice which Seller has not agreed to satisfactorily resolve shall be to elect on or before the date which is one business day after the Response Date to terminate this Agreement by written notice delivered to Seller and Escrow Agentin accordance with Section 5(f) hereof, in which event the E▇Deposit, and all interest thereon, shall be returned to Buyer, and neither party shall have any further liability to the other hereunder, except as otherwise provided herein. All Title Objections not included in a Title Notice given by Buyer to Seller or with respect to which a timely Title Notice is given but Seller fails to expressly agree to attempt to cure as provided above shall be deemed approved by Buyer as “Permitted Exceptions” as provided in paragraph (c). (c) At the Closing, Seller shall convey title to the Real Property to Buyer by Massachusetts statutory (M.G.L. ch.183, Sec.11) quitclaim deed (the “Deed”), duly executed and acknowledged by Seller and in proper form for recording, conveying good and clear record marketable fee simple title to the Real Property to Buyer, subject to no exceptions other than (i) matters created by or to be assumed by Buyer; (ii) matters specifically set forth in this Agreement; (iii) zoning, building ordinances and bylaws and provisions of existing and future laws, regulations, restrictions, requirements, ordinances, resolutions and orders (including, without limitation, any relating to building, zoning and environmental protection) as to the use, occupancy, subdivision or improvement of the Real Property; (iv) general and special real estate taxes and assessments (whether or not then a lien on the date of Closing, but subject to adjustment as hereinafter provided); (v) legal roadways and highways; (vi) nonmaterial encroachments over a building setback or property line, a prohibited encroachment of a nonmaterial nature over any easement or any other matter which does not materially interfere with the use of the Real Property; (vii) the State Street Leases (and the interests of the tenants and subtenants thereunder); (viii) any state of facts that a personal inspection of the Real Property might disclose; (ix) any lien or encumbrance (other than the Permitted Exceptions and subject to the provisions of the following subsection 4(d)) encumbering the Real Property as to which Seller shall deliver to Buyer, or to Buyer’s Title Company at or prior to the Closing, payment sufficient to satisfy the obligations secured by such lien or encumbrance (in the case of liens or encumbrances, if any, which secure the payment of money) or proper instruments, in recordable form, which upon recordation will cancel such lien or encumbrance, together with any other instruments necessary thereto and the cost of recording and canceling the same and which lien or encumbrance the Title Company will insure, or commit to insure, Buyer against loss or forfeiture of title to, or collection from, the Real Property without additional cost to Buyer; (x) any lien or encumbrance that the State Street Tenant is obligated to discharge under the State Street Leases, and (xi) the Permitted Exceptions. All of the foregoing exceptions shall be referred to collectively as the “Conditions of Title”. (d) Notwithstanding the foregoing, however, Seller agrees to take the actions reasonably necessary, as provided in Section 5 below, to defease the loan secured by, and caused to be discharged of record (as contemplated by subsection (c) (ix)) that certain Mortgage and Security Agreement, dated February 17th, 2004, made by Seller to L▇▇▇▇▇ MoneyBrothers Bank, together FSB and any assignment of lease or UCC financing statement executed in connection with all interest accrued thereonsaid mortgage (collectively, the “Mortgage”). Seller also agrees to discharge other encumbrances securing the payment of money, which may be placed by reason of the act or omission of Seller on the Property at any time up to and including the date of Closing (collectively, “Monetary Liens”). (e) By acceptance of the Deed and the Closing of the purchase and sale of the Property Buyer agrees that Seller shall be immediately refunded have conclusively satisfied its obligations with respect to Buyertitle to the Property. The provisions of this Section 4 shall survive the Closing. (f) If, pursuant to the provisions of Section 34, a ROFR Termination Event (hereinafter defined) has occurred Buyer may not assert the Right of First Refusal (as hereinafter defined) as an objection to title or Title Objection. In the event at the time of a Scheduled Closing Date there is either (x) a notice of pendency filed against the Property, or (by) waive an injunction issued staying the objection Closing or the Seller or Buyer from effecting the Closing, in either of (x) or (y) by written reason of a lawsuit commenced by IPC (hereinafter defined) claiming a breach of the Right of First Refusal (hereinafter defined), then such notice to Seller and Escrow Agent and proceed to close the Escrow. All matters listed on Schedule B-Part 2 to the Title Report, other than standard exceptions, not objected to by Buyer in accordance with the provisions hereof, or which are objected to by Buyer but with respect to which Buyer thereafter waives such objection, of pendency and/or injunction shall be deemed a Title Objection for the purposes of this Section 4. In the event of a ROFR Termination Event occurred by reason , of IPC not having accepted the offer set forth in the ROFR Offer Notice, as described in Section 34 hereof, Seller shall upon the request of the title company insuring Buyer’s title to be “Permitted Exceptionsthe Real Property deliver to such title company a certificate stating that Seller did not receive an acceptance of the offer set forth in the ROFR Offer Notice.”

Title/Survey. a) As soon as possible reasonably practicable after Opening the Effective Date, Buyer shall order from the Title Company a commitment (“Commitment”) to issue an ALTA Owner’s Policy of Escrow, Escrow Agent shall cause to be delivered to Buyer a preliminary title report incident Title Insurance in an amount equal to the issuance of an ALTA extended coverage title insurance policy, together with legible copies of all matters indicated in Schedule B thereto Purchase Price (collectively, the “Title Report”), and Buyer shall obtain, at Buyer’s sole cost and expense, a current ALTA survey of the Property (the “SurveyPolicy”). Buyer shall have the right to object order and obtain, at its expense, a new survey or an update of Seller’s existing survey, if any, of the Property (collectively, “Survey”). In the event Buyer desires to any matter indicated in the Title Report or on the Survey by delivering written notice of such objections to Seller and Escrow Agent on or before the date that is ten (10) days prior to the Closing Date. With respect to any amendments to the Title Report or the obtain a Survey, then Buyer shall have until order same no later than five (5) days after receipt of such amendmentsthe Effective Date. The Survey shall be certified to Seller, together with legible copies of any additional matters described therein, Buyer and the Title Company. The Survey shall be in form and substance sufficient to notify Seller and Escrow Agent in writing of any matters not previously disclosed to which Buyer objectsdelete the standard survey exception from the Title Policy. After receipt of Buyer’s objectionsOn or before the Closing Date, Seller shall execute and deliver to the Title Company an affidavit to delete the standard printed exception for mechanic’s liens from the Title Policy, in form reasonably satisfactory to Seller. It shall be a condition precedent to Buyer’s obligation to purchase the Property that the Title Company can and will, on the Closing Date, issue the Title Policy in accordance with the Commitment and subject only to the Permitted Exceptions (as hereinafter defined). b) Buyer shall have the right to object to: (i) any matters disclosed by the Commitment (“Title Objections”), and (ii) any matters disclosed by a Survey (“Survey Objections”), provided that Buyer delivers written notice of any valid Title Objections or Survey Objections on or before the last day of the Due Diligence Period (“Objection Deadline”); otherwise any such objections shall be deemed to be waived. If Buyer delivers any Title Objections or Survey Objections (collectively, “Objections”) prior to the Objection Deadline, then Seller shall within three (3) business days from receipt of any Objections from Buyer (“Seller’s Response Deadline”) notify Buyer in writing as to (“Seller’s Response”) whether Seller will attempt elects, in Seller’s sole discretion, to (i) cure any such Objections on or prior to the Closing Date, or (ii) not to cure any objection such Objections. If Seller elects to cure an Objection under the previous sentence and fails to do so by the Closing Date, Buyer shall have the right to (x) terminate this Agreement, whereupon Escrow Agent shall promptly deliver the ▇▇▇▇▇▇▇ Deposit to Buyer, or (y) waive the Objections and proceed to purchase the Property with such condition of title as Seller is able to convey and/or subject to the Objections, without a reduction of the Purchase Price therefor, in which event the items objected to which were not cured shall be deemed to be acceptable to Buyer. In the event Seller fails to deliver Seller’s Response to Buyer or prior to Seller’s Response Deadline, Seller shall be deemed to have elected not to cure any such objectionof the Objections. If Seller’s Response states that Seller elects not to cure any such objectionof the Objections on or prior to the Closing Date, or if Seller is deemed to have elected not to cure any of the Objections as set forth above, then within five three (53) business days thereafterfrom the Buyer’s receipt of Seller’s Response (or the date Seller is deemed to have elected not to cure any of the Objections), Buyer may shall elect to either (ax) cancel terminate this Agreement by written notice delivered to Seller and Agreement, whereupon Escrow Agent, in which event Agent shall promptly deliver the E▇▇▇▇▇▇▇ Money, together with all interest accrued thereon, shall be immediately refunded Deposit to Buyer, or (by) waive the objection by written notice to Seller and Escrow Agent Objections and proceed to close purchase the Escrow. All matters listed on Schedule B-Part 2 Property with such condition of title as Seller is able to convey and/or subject to the Title ReportObjections, other than standard exceptionswithout a reduction of the Purchase Price therefor, not in which event the items objected to by Buyer in accordance with the provisions hereof, or which are objected to by Buyer but with respect to which Buyer thereafter waives such objection, were not cured shall be deemed to be “Permitted Exceptionsacceptable to Buyer. If Buyer fails to timely make such election, then Buyer shall be deemed to have elected to terminate this Agreement pursuant to the foregoing clause (x).”