Common use of Title/Survey Clause in Contracts

Title/Survey. Buyer acknowledges that Seller has delivered to the Buyer a the Title Commitment issued by the Title Company for the issuance of an ALTA Form B Owner's Title Insurance Policy (1992) (the "Title Policy") insuring fee simple title to the real property owned by the Seller and part of the Acquired Assets, all as more particularly described in Schedule 1 hereto (the "Real Property"). The Title Commitment was accompanied by copies of all instruments and documents of record referenced therein. Buyer acknowledges that Seller, at 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 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 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 "Required Endorsements") and such other endorsements as Buyer may request (the "Additional Endorsements"). Buyer shall have the option to request, at Buyer's sole cost and expense, that the Title Company reinsure portions of the risk covered by the Title Policy with reinsurance companies reasonably satisfactory to Buyer under standard reinsurance agreements providing, at a minimum, for direct access and enforcement of rights by the insured party to and against the reinsurer. Except for the issuance of the Required Endorsements at the Closing or pursuant to escrow arrangements, none of the matters described in this paragraph shall be conditions to Buyer's obligations to close the transactions contemplated by this Agreement.

Title/Survey. (a) As of the Effective Date, Buyer acknowledges that Seller confirms it has delivered received from Chicago Title Insurance Company, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, Attn: Xxxxxxx Xxxxxxx ("Title Company"), a commitment ("Commitment") to issue an ALTA Owner’s Policy of Title Insurance Form (ALTA 2006) in an amount equal to the Buyer a the Title Commitment issued by the Title Company for the issuance of an ALTA Form B Owner's Title Insurance Policy Purchase Price (1992) (the "Title Policy"). Buyer shall have the right to order and obtain, at its sole cost and expense, a survey of the Real Property ("Survey"). In the event Buyer desires to obtain a Survey, then Buyer shall place its order for the Survey within five (5) insuring fee simple title days after 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 real property owned by Title Company Seller's customary form of owner's affidavit which will enable the Seller and part of Title Company to delete the Acquired Assets, all as more particularly described in Schedule 1 hereto other standard printed exceptions other than the survey exception from the Title Policy (the "Real PropertyOwner's Title Affidavit"). The 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 was accompanied 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 copies Buyer ("Title Defects"), and those encroachments or other matters shown on the Survey reasonably objected to by Buyer ("Survey Defects"; Title Defects and Survey Defects shall be collectively known as "Objections"). Within five (5) business days following receipt of all instruments and documents Buyer’s Objection Notice, Seller shall notify Buyer in writing ("Seller's Title Response Notice") of record referenced thereinthose Objections which Seller intends to cure at or prior to Closing ("Cure Items"). Buyer acknowledges that Notwithstanding the foregoing, Seller shall be under no obligation to cure any Objections other than a Monetary Lien (as hereinafter defined). If Seller 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 items from the Title Policy such as mortgages, 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 (excluding 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 delivered 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 of receipt of Seller's Title Response Notice, Buyer an Urban ALTA/ASCM Land Title Survey shall elect to do one of the following: (i) waive the Survey") certified 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, by written notice to Seller and to the Escrow Agent, in which event Escrow Agent shall return the Xxxxxxx Deposit to Buyer and the Title Company meeting accuracy standards jointly adopted by parties shall be released from all obligations hereunder except those obligations that expressly survive pursuant to 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 terms of this Agreement. It If Buyer fails to timely make any such election, then Buyer shall be a condition deemed to Buyer's obligation have elected to proceed with purchase the Closing that, when issued Property pursuant 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 foregoing clause (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 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 "Required Endorsements") and such other endorsements as Buyer may request (the "Additional Endorsements"). Buyer shall have the option to request, at Buyer's sole cost and expense, that the Title Company reinsure portions of the risk covered by the Title Policy with reinsurance companies reasonably satisfactory to Buyer under standard reinsurance agreements providing, at a minimum, for direct access and enforcement of rights by the insured party to and against the reinsurer. Except for the issuance of the Required Endorsements at the Closing or pursuant to escrow arrangements, none of the matters described in this paragraph shall be conditions to Buyer's obligations to close the transactions contemplated by this Agreement.

Title/Survey. Buyer acknowledges that Seller has delivered to the Buyer a the Title Commitment issued by the Title Company for the issuance of an ALTA Form B Owner's Title Insurance Policy (1992) (the "Title Policy") insuring 6.1. Indefeasible fee simple title to the real property owned by Property is to be conveyed on the Seller Closing Date to Purchaser or its permitted assigns, free of liens, encumbrances, judgments, tenancies (except under the Leases), covenants, conditions, restrictions, easements, encroachments and part of the Acquired Assetsrights-of-way, all as more particularly described in Schedule 1 hereto recorded or unrecorded; subject, however, only to those matters (the "Real Property"). The Title Commitment was accompanied by copies of all instruments and documents of record referenced therein. Buyer acknowledges that Seller, at Seller's sole cost and expense, has delivered to Buyer an Urban ALTA/ASCM Land Title Survey (the Survey"if any) certified affecting title 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 Property that are set forth in the Title Commitment or revealed on the Survey are approved and accepted by Buyer and shall therefore be considered "Permitted Exceptions" for purposes of this Agreement. It shall be a condition to Buyer's obligation to proceed with the Closing that, when issued to Buyer at Closing or Purchaser in accordance with escrow arrangementsSection 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 Commitment"). If Purchaser, in its sole discretion, finds any of the exceptions to title set forth in the Title Policy Commitment to be objectionable ("Objectionable Exceptions"), Purchaser shall include full extended coverage over all general exceptions and the Required Endorsements; provided however, Buyer represents and warrants give written notice to Seller that setting forth the Buyer has confirmed that Objectionable Exceptions and enclosing a copy of the Title Commitment. If (i) Purchaser fails to give such notice prior to Closing, Purchaser shall be deemed to have accepted all Required Endorsements title exceptions that are available reported in the State of Oregon and, Title Commitment; or (ii) Purchaser does give such notice, Purchaser shall be deemed to have accepted all title exceptions reported in the Buyer 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 readyunable to cure or remove the Objectionable Exception(s) within the said forty-five (45)-day period, willing and able then Seller shall notify Purchaser within five (5) business days thereafter, whereupon Purchaser shall have the right, exercisable by written notice given to satisfy all requirements 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 Title Company 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 order which event Purchaser shall have forty-five (45) calendar days to obtain 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 the option of Purchaser, the sale is to be declared off unless such Required Endorsementstitle defects are capable of being remedied by legal or other action, in which event Seller must promptly take such action at its own expense. Buyer 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 requestterminate 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 Buyer's sole cost and expensethe end of the second extension of Closing, that the Title Company agree to provide coverage against matters relating to federal bankruptcyall title defects are not cured, state insolvency or similar creditors' rights laws, and the following endorsements: an ALTA 3.1 zoning endorsement (with parking) and contiguity endorsement (the "Required Endorsements") and such other endorsements as Buyer may request (the "Additional Endorsements"). Buyer Purchaser shall have the option (i) to requestterminate 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 certified survey of the Property ("Survey") prepared by a licensed surveyor that, at BuyerPurchaser's sole cost option, satisfies the most current "Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys," jointly established and expenseadopted 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 Title Company reinsure portions 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 risk covered foregoing being collectively referred to as an "Unsatisfied Condition"), then Purchaser shall by written notice given to Seller on or before the Title Policy 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 reinsurance companies 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 satisfactory may be necessary to Buyer under standard reinsurance agreements providingremedy the Unsatisfied Condition, at 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). If Seller elects option (ii) above, Purchaser shall have the right 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 easements, covenants, conditions, or restrictions with respect to the 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 existing mortgage(s) or deed(s) of trust and other liens encumbering the Property current and not in default and will pay in a minimum, for direct access timely fashion all taxes and enforcement of rights by the insured party to and other public charges against the reinsurer. Except for the issuance Property so as to avoid forfeiture of the Required Endorsements at the Closing or pursuant to escrow arrangements, none of the matters described in this paragraph shall be conditions to BuyerPurchaser's obligations to close the transactions contemplated by rights under this Agreement. 6.5. Upon request by Purchaser, Seller shall 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 Purchaser's final policy of title insurance, including, without limitation, the exception for unfiled mechanics' liens and parties in possession.

Title/Survey. Buyer acknowledges that Seller has delivered agrees to convey the Property to Purchaser subject only to the Buyer Permitted Exceptions (as defined below): 3.1 Purchaser acknowledges receipt of a the Title Commitment issued by the Title Company commitment for the issuance of an ALTA Form B Owner's Title Insurance Policy (1992) owner’s title insurance policy covering the Property, File No. 01040-9034, dated January 28, 2015 (the "“Commitment”) from Xxxxxxx Title Policy"Guaranty Company (the “Title Company”). 3.2 Purchaser shall be deemed to have accepted and approved (and waived any objection to) insuring fee simple any title to the real property owned by the Seller and part encumbrances or liens listed in Schedule B, Part II of the Acquired AssetsCommitment (collectively, all as more particularly described in Schedule 1 hereto (the "Real Property"). The Title Commitment was accompanied by copies of all instruments and documents of record referenced therein. Buyer acknowledges that Seller, at 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 condition ”). 3.3 If, subsequent 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 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 "Required Endorsements") and such other endorsements as Buyer may request (the "Additional Endorsements"). Buyer shall have the option to request, at Buyer's sole cost and expense, that the Title Company reinsure portions of the risk covered by the Title Policy with reinsurance companies reasonably satisfactory to Buyer under standard reinsurance agreements providing, at a minimum, for direct access and enforcement of rights by the insured party to and against the reinsurer. Except for the issuance of the Required Endorsements 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 xxxxxxx money deposit shall be returned to Purchaser, or (b) take title subject to such Objections without any reduction in the Purchase Price. If Purchaser does not terminate this Agreement as provided in this Section, Purchaser shall accept title to the Property at the Closing or pursuant subject to escrow arrangements, none all title matters which are either (i) not part of the Objections, or (ii) part of the Objections but not removed, cured or insured over by the Seller to Purchaser’s reasonable satisfaction on or prior to the Closing Date (and all such matters described in this paragraph shall be conditions deemed to Buyer's obligations to close be part of the transactions contemplated by this AgreementPermitted Exceptions).

Title/Survey. Buyer acknowledges that Within ten (10) days of the date hereof, the Seller has delivered shall provide to the Buyer a Purchaser the Title Commitment issued by the Title Company for the issuance of an ALTA Form B Owner's Title Insurance Policy (1992) following title documents (the "Title PolicyDocuments"): A copy of Seller's existing fee policy of title insurance and a copy of Seller's most recent survey (Seller is not obligated to obtain a new survey). Within thirty (30) insuring fee simple days after receiving the Title Documents and updated survey of the Property, Purchaser shall notify the Seller of objections Purchaser has to title and survey matters. Within ten (10) days after such notification, the Seller shall notify the Purchaser whether the Seller is willing to cure such defects. If the Seller is willing to cure such defects, the Seller shall act promptly and diligently to cure such defects at its expense. If such defects consist of deeds of trust, mortgages, mechanics' liens, tax liens or other liens or charges in a fixed sum or capable of computation as a fixed sum, the Seller shall pay and discharge or shall bond off with a bonding company acceptable to the real property owned by Purchaser (and the Escrow Agent is authorized to pay and discharge at Closing) such defects at Closing. If Purchaser's title commitment discloses title defects affecting marketability of title or adversely affecting access to or use of the Property as hotels, which defects are not capable of computation as a fixed sum, then Seller shall use its best efforts to cure such defect. If the Seller is unwilling or unable to cure any other such defects by Closing, the Purchaser shall elect (1) to waive such defects and part proceed to Closing without any abatement in the Purchase Price or (2) to terminate this Agreement and receive a full refund of the Acquired Assets, all Xxxxxxx Money and cancellation of the Letter of Credit (as more particularly described in Schedule 1 hereto (the "Real Property"hereinafter defined). The Title Commitment was accompanied by copies of all instruments and documents of record referenced therein. Buyer acknowledges that SellerSeller shall not, at Seller's sole cost and expense, has delivered to Buyer an Urban ALTA/ASCM Land Title Survey (after 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 date of this Agreement, subject the Property to any liens, encumbrances, covenants, conditions, restrictions, easements or other title matters or seek any zoning changes or take any other action which may affect or modify the status of title without the Purchaser's prior written consent. It All title matters revealed by the Purchaser's title examination and not objected to by the Purchaser as provided above shall be a condition deemed Permitted Title Exceptions. If Purchaser shall fail to Buyer's obligation examine title and notify the Seller of any such title objections as set forth herein, all such title exceptions (other than those rendering title unmarketable and those that are to proceed with the Closing that, when issued to Buyer be paid at Closing or in accordance with escrow arrangements, the Title Policy shall include full extended coverage over all general exceptions and the Required Endorsements; as provided however, Buyer represents and warrants to Seller that the Buyer has confirmed that (iabove) 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 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 "Required Endorsements") and such other endorsements as Buyer may request (the "Additional Endorsements"). Buyer shall have the option to request, at Buyer's sole cost and expense, that the Title Company reinsure portions of the risk covered by the Title Policy with reinsurance companies reasonably satisfactory to Buyer under standard reinsurance agreements providing, at a minimum, for direct access and enforcement of rights by the insured party to and against the reinsurer. Except for the issuance of the Required Endorsements at the Closing or pursuant to escrow arrangements, none of the matters described in this paragraph shall be conditions to Buyer's obligations to close the transactions contemplated by this Agreementdeemed Permitted Title Exceptions.

Title/Survey. Buyer acknowledges that Seller has delivered to (a) On or before December 8, 2010, Purchaser shall obtain at its own cost and expense an ALTA form title commitment (with Florida modifications) (the Buyer a the “Title Commitment Commitment”) for an owner’s title insurance policy issued by the Title Company for title company identified in Line 9 of the issuance of an ALTA Form B Owner's Title Insurance Policy (1992) Summary Statement (the "“Title Policy") insuring fee simple Company”), to be in the amount of the Purchase Price, covering title to the real property owned by the Property. On or before December 13, 2010, Seller and part shall provide Purchaser with a survey of the Acquired Assets, all as more particularly described Land in Schedule 1 hereto (the "Real Property"). The Title Commitment was accompanied by copies of all instruments form and documents of record referenced therein. Buyer acknowledges that Seller, at Seller's sole cost and expense, has delivered content acceptable to Buyer an Urban ALTA/ASCM Land Title Survey (the Survey") certified to the Buyer Purchaser and the Title Company meeting accuracy standards jointly adopted by so as to permit the American Land Title Association Company to remove the survey exception from the owner’s title insurance policy (the “Survey”). Promptly after receipt of each of the Title Commitment and the American Congress on Surveying Survey, Seller and Mapping and incorporating Purchaser shall provide copies thereof to each other. On or before December 17, 2010 (the following Table A-Optional Survey Responsibilities and Specifications": Items 1,2,3,4 “Title Objection Date”), Purchaser will notify Seller in writing (the “Exception Notice”) as to gross land area), 6, 7, 8, 9, 10, 11 and 13. All those title exceptions listed in the Title Commitment or revealed 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 approved not timely objected to by Buyer and 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 therefore be considered "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 such exceptions and matters. Seller shall have the right, but not the obligation, until the sooner of (x) the Closing Date, or (y) the date which is ten (10) days after the date Seller receives the Exception Notice (the sooner of which is hereinafter referred to as the “Title Clearance Date”), which date may extend beyond the Approval Date, to have such title exceptions other than Permitted Exceptions (collectively, the “Unpermitted Exceptions”) removed from the Title Commitment. If Seller fails on or before the Title Clearance Date to provide written notice to Purchaser and to reasonably demonstrate to Purchaser that the Unpermitted Exceptions have been removed, then Purchaser shall, as its sole remedy, have the option (the “Title Election”) to either (i) terminate this Agreement, in which case the parties hereto shall have no further obligations hereunder (except for purposes obligations that are expressly stated herein to survive the termination of this Agreement), and receive a return of the Xxxxxxx Money, or (ii) proceed with Closing. It If Purchaser fails to notify Seller of its Title Election by the earlier of the Closing Date or five (5) days after the Title Clearance Date, Purchaser shall be a condition deemed to Buyer's obligation have elected to proceed with the Closing thatClosing, when issued to Buyer at Closing or as set forth 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, subclause (ii) above. Notwithstanding the Buyer is readyforegoing, willing and able to satisfy all requirements of the Title Company in order to obtain such Required Endorsements. Buyer shall have the option to requestSeller, at Buyer's Seller’s sole cost and expense, that 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 “Gap Notice”) of any objections to Seller’s title to the Land and Improvements (a) raised by the Title Company agree to provide coverage against matters relating to federal bankruptcy, state insolvency or similar creditors' rights lawsbetween the effective date of the Title Commitment and the Closing, and (b) not previously disclosed by the following endorsements: an ALTA 3.1 zoning endorsement Title Company; provided that Purchaser must notify Seller of such objection to title within three (with parking3) 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 contiguity endorsement (the "Required Endorsements") and such other endorsements as Buyer may request (the "Additional Endorsements"). Buyer Seller shall have the option same rights and obligations with respect to request, at Buyer's sole cost and expense, that the such notice as apply to Title Company reinsure portions of the risk covered by the Title Policy with reinsurance companies reasonably satisfactory to Buyer under standard reinsurance agreements providing, at a minimum, for direct access and enforcement of rights by the insured party to and against the reinsurer. Except for the issuance of the Required Endorsements at the Closing or pursuant to escrow arrangements, none of the matters described in this paragraph shall be conditions to Buyer's obligations to close the transactions contemplated by this AgreementObjections above.

Title/Survey. Buyer acknowledges that a) Seller has delivered to the Buyer a the Title Commitment issued by ordered from the Title Company for a commitment (the issuance of “Commitment”) to issue an ALTA Form B Owner's ’s Policy of Title Insurance Policy (1992) in an amount equal to the Purchase Price (the "“Title Policy") insuring fee simple title ”). Buyer shall have the right to the real property owned by the Seller order and part obtain, at its expense, a new survey or an update of Seller’s existing survey, if any, of the Acquired AssetsProperty (collectively, all as more particularly described in Schedule 1 hereto (the "Real Property"“Survey”). In the event Buyer desires to obtain a Survey, then Buyer shall 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 from the surveyor. The Title Commitment was accompanied by copies of all instruments and documents of record referenced therein. Buyer acknowledges that Survey shall be certified to Seller, at 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. 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 meeting accuracy standards jointly adopted by an affidavit to delete the American Land standard preprinted exception for mechanic’s liens from the 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)Policy, 6, 7, 8, 9, 10, 11 and 13. All exceptions listed substantially in the form of Exhibit “H” (the “Title Commitment or revealed on the Survey are approved by Buyer and shall therefore be considered "Permitted Exceptions" for purposes of this AgreementAffidavit”). It shall be a condition precedent to Buyer's Xxxxx’s obligation to proceed with purchase the Property that the Title Company can and will, on the Closing thatDate, when issued to Buyer at Closing or issue the Title Policy in accordance with escrow arrangements, the Title Policy shall include full extended coverage over all general exceptions Commitment and subject only to the Required Endorsements; provided however, Permitted Exceptions (as hereinafter defined). b) Buyer represents and warrants had the right to Seller that the Buyer has confirmed that object to: (i) all Required Endorsements are available in any matters disclosed by the State of Oregon andCommitment (“Title Objections”), and (ii) any matters disclosed by a Survey (“Survey Objections”); and Xxxxx 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 is readydelivered in a timely manner written notice of any valid Title Objections and/or Survey Objections (collectively, willing “Objections”), and able Seller timely notified Buyer in writing (“Seller’s Response”) whether Seller elected, in Seller’s sole discretion, to: (i) cure any such Objections on or prior to satisfy all requirements of the Title Company in order Closing Date, or (ii) not to obtain cure any such Required EndorsementsObjections. If Seller elected to cure an Objection under the previous sentence and fails to do so by the Closing Date, Buyer shall have the option right to request(x) terminate this Agreement, at whereupon the Escrow Agent shall promptly deliver the Xxxxxxx Deposit to Buyer's sole cost , or (y) waive the Objections and expenseproceed to purchase the Property with such condition of title as Seller is able to convey and/or subject to the Objections, that without a reduction of the Title Company agree Purchase Price therefor, in which event the items objected to provide coverage against matters relating which were not cured shall be deemed to federal bankruptcybe acceptable to Buyer. “Mandatory Cure Items” mean, state insolvency or similar creditors' rights lawsexcept 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 following endorsements: an ALTA 3.1 zoning endorsement (with parking) and contiguity endorsement (the "Required Endorsements") and such other endorsements as Buyer may request (the "Additional Endorsements")Property incurred by, for, or on behalf of Seller. Buyer Mandatory Cure Items shall have the option be paid by Seller at or prior to requestClosing, at Buyer's sole cost and expense, that the Title Company reinsure portions of the risk covered or removed from record by the Title Policy with reinsurance companies reasonably satisfactory Company. For clarity, in no event shall the foregoing require Seller to Buyer under standard reinsurance agreements providingsatisfy or expend money to remove any mortgages, at a minimumdeeds of trust or monetary liens of ascertainable amounts incurred by, for direct access and enforcement for, or on behalf of rights by the insured party to and against the reinsurer. Except for the issuance any entity, tenant or other occupant of the Required Endorsements at the Closing or pursuant to escrow arrangements, none of the matters described in this paragraph shall be conditions to Buyer's obligations to close the transactions contemplated by this AgreementProperty other than Seller.

Title/Survey. Buyer acknowledges (a) Simultaneously with its execution of this Lease, Landlord shall furnish to Tenant copies of all title evidence that Seller Landlord has delivered in its possession. Tenant, at its expense, may obtain a title insurance commitment (the "TITLE COMMITMENT"), having an effective date subsequent to the Buyer Effective Date, issued by a reputable title insurance company reasonably acceptable to Tenant's counsel in the amount designated by Tenant committing the title insurer to issue a Leasehold Title Insurance Policy in favor of Tenant ("TITLE POLICY") covering the Premises upon the recording of the Memorandum of Lease, free and clear of all liens, encumbrances, and exceptions whatsoever, except for those approved in writing by Tenant prior to the expiration of the Inspection Period. If Tenant shall have any objection with respect to the status of the title, Tenant shall notify Landlord of such objections within the Inspection Period. In the event the Title Commitment or Survey shall reflect any requirement to be satisfied or any condition which shall render title other than good, marketable and insurable or which shall impair Tenant's prospective desired use(s) for the Premises, Landlord shall be required to exercise diligent efforts to satisfy and/or cure same promptly (including the institution of all necessary suits and proceedings); and if Landlord is unable after the exercise of diligent efforts, as aforesaid, to satisfy and/or cure such requirement or title condition or objection prior to the expiration of the Inspection Period, so as to fully correct any and all of such matters, then, at Tenant's option, the parties hereto shall be relieved of any further liability arising out of or with respect to this Lease, or Tenant, at Tenant's option, may waive such condition. Notwithstanding anything contained in this Section 5.3, Tenant shall not be permitted to object to any of the Schedule B-2 exceptions contained in that certain Leasehold Owner's Policy No. 10 0764 108 00000001, issued by the Title Company for the issuance of an ALTA Form B Owner's Chicago Title Insurance Policy Company, with an effective date of November 6, 1997 (1992except the leases referenced therein, which Landlord represents to Tenant either no longer exist or do not affect the Premises). (b) Tenant, at its expense, may obtain a boundary, topographic and/or as-built survey (the "Title Policy") insuring fee simple title to the real property owned by the Seller and part of the Acquired Assets, all as more particularly described in Schedule 1 hereto (the "Real PropertySURVEY"). The Title Commitment was accompanied Survey may show the Premises, adjoining streets and roads, including the points of ingress and egress thereto, and may set forth the exact location by copies metes and bounds and the exact dimensions of the Land, a legal description and location sketch of the Land, the exact location of any improvements on the Land, all instruments easements on and documents of record referenced therein. Buyer acknowledges that Sellerupon the Land, at Seller's sole cost and expense, has delivered to Buyer an Urban ALTA/ASCM Land Title Survey (the Survey") certified all rights-of-way relating to the Buyer and Land, 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 mean high water mark (as to gross land areaxx applicable), 6, 7, 8, 9, 10, 11 and 13may further reflect and certify the actual number of square feet contained within the Land. All exceptions listed in The Survey may reflect whether or not there are any encroachments (either way) with respect to the Title Commitment or revealed on Land. In the event the Survey are approved by Buyer and shall therefore be considered "Permitted Exceptions" for purposes of this Agreement. It shows any condition which shall be a condition unacceptable to Buyer's obligation Tenant, in its reasonable judgment, such defects shall constitute title defects subject 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 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 "Required Endorsements") and such other endorsements as Buyer may request (the "Additional Endorsements"). Buyer shall have the option to request, at Buyer's sole cost and expense, that the Title Company reinsure portions of the risk covered by the Title Policy with reinsurance companies reasonably satisfactory to Buyer under standard reinsurance agreements providing, at a minimum, for direct access and enforcement of rights by the insured party to and against the reinsurer. Except for the issuance of the Required Endorsements at the Closing or pursuant to escrow arrangements, none of the matters described in this paragraph shall be conditions to Buyer's obligations to close the transactions contemplated by this Agreementprovisions hereof.

Title/Survey. No later than three (3) days following the Effective Date, Buyer acknowledges that Seller has delivered to the Buyer a the Title Commitment issued by the Title Company for the issuance of an ALTA Form B Owner's Title Insurance Policy (1992) (the "Title Policy") insuring fee simple title to the real property owned by the Seller and part of the Acquired Assets, all as more particularly described in Schedule 1 hereto (the "Real Property"). The Title Commitment was accompanied by copies of all instruments and documents of record referenced therein. Buyer acknowledges that Sellershall, at Seller's sole cost and expense, has delivered to Buyer order from the Title Insurer (as defined hereinbelow) the following: (a) a commitment for an Urban ALTA/ASCM Land ALTA Owner's Title Survey Insurance Policy (the Survey"Title Commitment") certified for the Property, together with legible copies of any and all title exception documents referenced therein, issued by Chicago Title Insurance Company (the "Title Insurer") in 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 Buyer 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 Title Company meeting accuracy standards jointly adopted aggregate, do not exceed that portion of the Purchase Price payable to Seller on the Closing Date) which may be removed by the American Land Title Association payment of money at closing and the American Congress on Surveying which Seller shall so remove, 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" providing for purposes of this Agreement. It shall be a 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 title exceptions contained in such Policy and the Required following special endorsements (collectively, 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; provided howeverand (b) Seller's existing survey relating to the Property (the "Survey"). Not less than five (5) days prior to the expiration of the Inspection Period, Buyer represents and warrants Purchaser may deliver to Seller a notice (the "Title and Survey Notice") identifying any matters contained in or disclosed by any of the Title 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 Buyer has confirmed "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, and all matters shown and referenced thereon and therein shall 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 endorsement shall be subject to the review and approval of Purchaser), or (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 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 "Monetary Exceptions"). If Seller elects, or is deemed to have 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) day period to either (i) all Required Endorsements are available terminate this Agreement in which event the State of Oregon andXxxxxxx Money (and any interest earned thereon) shall be immediately returned to Purchaser and thereupon neither Seller nor Purchaser shall have any further rights, duties or obligations under this Agreement, or (ii) waive its objection and accept title to the Buyer 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 readydeemed to have elected not to take any further action, willing and able Purchaser's failure to satisfy all requirements 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 as provided in (ii) above. If the Title Company in order Commitment discloses judgments, bankruptcies or other matters against other persons having names the same as or similar to obtain such Required Endorsements. Buyer shall have that of Seller, Seller, on the option to Title Insurer's request, at Buyershall deliver to the Title Insurer affidavits or other evidence reasonably acceptable to the Title Insurer showing and/or confirming that such judgments, bankruptcies or other matters are not against Seller, or any affiliates. Notwithstanding anything in this Section or Agreement to the contrary, Seller may elect to not pay off any mechanic's sole cost or materialman's lien filed against the Property in connection with the construction provided Seller bonds any such lien to the reasonable satisfaction of Purchaser and expense, the Title Insurer and further provided that the Title Company agree Insurer issues, at Seller's cost, an endorsement to provide coverage Purchaser's final Owner's Title Policy to be issued pursuant to Section 10(c) below insuring against matters relating to federal bankruptcy, state insolvency any loss or similar creditors' rights laws, and the following endorsements: an ALTA 3.1 zoning endorsement (with parking) and contiguity endorsement (the "Required Endorsements") and damage arising on account of such other endorsements as Buyer may request (the "Additional Endorsements")lien. Buyer Seller shall have one (1) year from the option Closing Date to request, at Buyerfinalize and cause the release of any mechanic's sole cost and expense, that the Title Company reinsure portions of the risk covered by the Title Policy with reinsurance companies reasonably satisfactory to Buyer under standard reinsurance agreements providing, at a minimum, for direct access and enforcement of rights by the insured party to and or materialman's lien filed against the reinsurer. Except for Property in connection with Seller's work to construct, complete and/or to perform warranty work on the issuance of the Required Endorsements at the Closing or Improvements pursuant to escrow arrangements, none of Section 15(3) below. This provision shall survive the matters described in this paragraph shall be conditions to Buyer's obligations to close the transactions contemplated by this AgreementClosing.

Title/Survey. Buyer acknowledges that Seller has delivered (a) As soon as reasonably possible after the Effective Date, Escrow Agent shall deliver to the Buyer a current preliminary title report covering the Title Commitment issued by the Title Company for the issuance of an ALTA Form B Owner's Title Insurance Policy (1992) (the "Title Policy") insuring fee simple title to the real property owned by the Seller and part of the Acquired AssetsProperty, all as more particularly described in Schedule 1 hereto (the "Real Property"). The Title Commitment was accompanied by together with readable copies of all instruments and documents of record referenced therein. Buyer acknowledges that Seller, at Seller's sole cost and expense, has delivered referred to Buyer an Urban ALTA/ASCM Land Title Survey therein (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 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 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 "Required Endorsements") and such other endorsements as Buyer may request (the "Additional Endorsements"Report”). Buyer shall have thirty (30) days from and after the option receipt of the Title Report (the “Title Review Period”) to requestsatisfy 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 this Agreement shall continue 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, that 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 Company reinsure portions Report that can be plotted on the Survey, and (iii) all items necessary to accurately calculate the Net Square Feet of the risk covered by Parcel as provided in Section 3(a) above. Prior to the Title Policy with reinsurance companies reasonably satisfactory Closing, the Survey shall be certified to Buyer, Seller, Escrow Agent and, if applicable, Buyer’s lender. Buyer under standard reinsurance agreements providing, at a minimum, for direct access shall have fifteen (15) days from and enforcement of rights by after the insured party to and against the reinsurer. Except for the issuance receipt of the Required Endorsements at Survey (the Closing or pursuant “Survey Period”) to escrow arrangementssatisfy itself with the Survey. If Buyer objects to any matters contained on the Survey, none Buyer shall deliver written notice of such objection to Seller and Escrow Agent in writing of such objections (“Survey Objection Letter”) not later than the last day of the matters described Survey Period. If within five (5) days following 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 elect to (i) cancel this paragraph Agreement by delivering written notice of such election to Seller and to Escrow Agent prior to expiration of the Survey 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 Survey Period. Buyer’s failure to deliver written notice as provided in either (i) or (ii) above shall be conditions to deemed Buyer's obligations to close ’s waiver and approval of the transactions contemplated by Survey, and this AgreementAgreement shall continue in full force and effect.

Title/Survey. No later than three (3) days following the Effective Date, Buyer acknowledges that Seller has delivered to the Buyer a the Title Commitment issued by the Title Company for the issuance of an ALTA Form B Owner's Title Insurance Policy (1992) (the "Title Policy") insuring fee simple title to the real property owned by the Seller and part of the Acquired Assets, all as more particularly described in Schedule 1 hereto (the "Real Property"). The Title Commitment was accompanied by copies of all instruments and documents of record referenced therein. Buyer acknowledges that Sellershall, at Seller's sole cost and expense, has delivered to Buyer order from the Title Insurer (as defined hereinbelow) the following: (a) a commitment for an Urban ALTA/ASCM Land ALTA Owner's Title Survey Insurance Policy (the Survey"Title Commitment") certified for the Property, together with legible copies of any and all title exception documents referenced therein, issued by Chicago Title Insurance Company (the "Title Insurer") in 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 Buyer 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 Title Company meeting accuracy standards jointly adopted aggregate, do not exceed that portion of the Purchase Price payable to Seller on the Closing Date) which may be removed by the American Land Title Association payment of money at closing and the American Congress on Surveying which Seller shall so remove, 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" providing for purposes of this Agreement. It shall be a 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 title exceptions contained in such Policy and the Required following special endorsements(collectively, 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; provided howeverand (b) Seller's existing survey relating to the Property (the "Survey"). Not less than five (5) days prior to the expiration of the Inspection Period, Buyer represents and warrants Purchaser may deliver to Seller a notice (the "Title and Survey Notice") identifying any matters contained in or disclosed by any of the Title 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 Buyer has confirmed "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, and all matters shown and referenced thereon and therein shall 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 Title/Survey Objection in which event, subject to the immediately following sentence, such Title/Survey Objection shall become a Permitted Exception. Notwithstanding the foregoing, Seller 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 "Monetary Exceptions"). If Seller elects, or is deemed to have 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) day period to either (i) all Required Endorsements are available terminate this Agreement in which event the State of Oregon andXxxxxxx Money (and any interest earned thereon) shall be immediately returned to Purchaser and thereupon neither Seller nor Purchaser shall have any further rights, duties or obligations under this Agreement, or (ii) waive its objection and accept title to the Buyer 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 readydeemed to have elected not to take any further action, willing and able Purchaser's failure to satisfy all requirements 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 as provided in (ii) above. If the Title Company in order Commitment discloses judgments, bankruptcies or other matters against other persons having names the same as or similar to obtain such Required Endorsements. Buyer shall have that of Seller, Seller, on the option to Title Insurer's request, at Buyershall deliver to the Title Insurer affidavits or other evidence reasonably acceptable to the Title Insurer showing and/or confirming that such judgments, bankruptcies or other matters are not against Seller, or any affiliates. Notwithstanding anything in this Section or Agreement to the contrary, Seller may elect to not pay off any mechanic's sole cost or materialman's lien filed against the Property in connection with the construction provided Seller bonds any such lien to the reasonable satisfaction of Purchaser and expense, the Title Insurer and further provided that the Title Company agree Insurer issues, at Seller's cost, an endorsement to provide coverage Purchaser's final Owner's Title Policy to be issued pursuant to Section 10(c) below insuring against matters relating to federal bankruptcy, state insolvency any loss or similar creditors' rights laws, and the following endorsements: an ALTA 3.1 zoning endorsement (with parking) and contiguity endorsement (the "Required Endorsements") and damage arising on account of such other endorsements as Buyer may request (the "Additional Endorsements")lien. Buyer Seller shall have one (1) year from the option Closing Date to request, at Buyerfinalize and cause the release of any mechanic's sole cost and expense, that the Title Company reinsure portions of the risk covered by the Title Policy with reinsurance companies reasonably satisfactory to Buyer under standard reinsurance agreements providing, at a minimum, for direct access and enforcement of rights by the insured party to and or materialman's lien filed against the reinsurer. Except for Property in connection with Seller's work to construct, complete and/or to perform warranty work on the issuance of the Required Endorsements at the Closing or Improvements pursuant to escrow arrangements, none of Section 15(3) below. This provision shall survive the matters described in this paragraph shall be conditions to Buyer's obligations to close the transactions contemplated by this AgreementClosing.

Title/Survey. Buyer acknowledges that Seller has delivered agrees to the Buyer a the Title Commitment issued by the Title Company for the issuance of an ALTA Form B Owner's Title Insurance Policy (1992) (the "Title Policy") insuring fee simple convey good and marketable title to the real property owned Real Property to Purchaser by warranty deed subject only to the exception(s) that are permitted by this Agreement (“Permitted Encumbrances”). As evidence of title to the Real Property, Seller shall, within thirty (30) days after the date of approval of this Agreement by City Council (‘Effective Date”), obtain at the Seller’s expense, and part provide a copy to Purchaser, a commitment (“Title Commitment”) from a title company satisfactory to Purchaser to issue an owner’s title insurance policy insuring Purchaser in the amount of the Acquired Assetspurchase price, all as more particularly described in Schedule 1 hereto (without the "Real Property"). The Title Commitment was accompanied by copies of all instruments and documents of record referenced therein. Buyer acknowledges that Sellerstandard printed exceptions, at Seller's sole cost and expense, has delivered to Buyer an Urban ALTA/ASCM Land Title Survey (on the Survey") certified to the Buyer and the Title Company meeting accuracy standards jointly adopted latest form approved by the American Land Title Association (“ALTA”) for the State of Michigan. Promptly following approval of this Agreement by City Council, Purchaser shall provide to Seller written notice of such approval. Title Commitment must show good and marketable title to the Real Property to be in Seller’s name, subject only to (a) beneficial easements and restrictions of record that are acceptable to Purchaser, in its sole discretion, and (b) the requirements to be satisfied set forth in the Title Commitment. Seller agrees not to place or to permit any third party to place any additional liens, easements, restrictions, claims or encumbrances against the Real Property following the Effective Date which will not be discharged at Closing or modify same, unless consented to by Purchaser in writing, at its sole discretion. It is acknowledged that Purchaser shall at its expense obtain a survey of the Real Property showing, at minimum, the location of all boundary lines, easements and areas affected by any recorded documents affecting the Real Property and any encroachment onto the Real Property by any improvement, easement or adjoining property (the “Survey”). Purchaser shall, promptly after receipt, provide a copy of that Survey to the Seller and the American Congress Title Company. Seller shall not be obligated to provide a Survey so to delete the survey exception on Surveying the title insurance policy. Any Survey prepared shall be by a registered land surveyor licensed in accordance with the laws of the State of Michigan and Mapping shall be certified in accordance with all applicable regulations to Purchaser and incorporating the following Table A-Optional Seller. The Purchaser agrees to cause the Survey Responsibilities and Specifications": Items 1,2,3,4 (to be updated, if necessary, to conform to the Title Commitment so as to gross land areareflect on the Survey the encumbrances affecting the Real Property as evidenced by Title Commitment. Within fifteen (15) business days following receipt of the Title Commitment together with copies of all items of record of any objections to title as may be evidenced by the Title Commitment issued or shown on the Survey, Purchaser shall notify Seller if Title Commitment discloses any exceptions not permitted by this Agreement or if the Survey shows any deviation from apparent boundaries or represents any encroachment or condition that in the Purchaser’s sole judgment could interfere with Purchaser’s intended use of the Real Property (“Defect”). Seller shall, 6at Seller’s sole discretion and at its expense, 7, 8, 9, 10, 11 within thirty (30) days from receipt of Purchaser’s “Notice of Defect”: (a) use reasonable effort to remove or correct each such Defect; or (b) notify Purchaser in writing that Seller has elected not to cure any such Defects. Any item not objected to by the Purchaser or which have been waived by Purchaser in writing are herein referred to as the “Permitted Encumbrances.” Seller and 13. All exceptions listed Purchaser shall satisfy the requirements applicable to such party set forth in the Title Commitment on or revealed on before the Survey are approved Closing Date. If Seller fails to cure a Defect within the foregoing thirty (30) day period or Seller has elected not to cure any Defect, Purchaser at its sole option, may, by Buyer and shall therefore be considered "Permitted Exceptions" providing written notice to Seller within five (5) days from the expiration of the foregoing cure period or receipt of Seller’s notice that it has elected not to cure a Defect, whichever is applicable: (a) proceed to Closing, waiving the Defect at issue, (b) with respect to a Defect that Seller has elected to cure, extend the Closing for purposes a period of up to ten (10) days to allow for cure of such Defect, or (c) terminate this Agreement. It shall be a 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 Title Company in order to obtain such Required Endorsements. Buyer which event neither party 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 any further rights or similar creditors' rights laws, and the following endorsements: an ALTA 3.1 zoning endorsement (with parking) and contiguity endorsement (the "Required Endorsements") and such other endorsements as Buyer may request (the "Additional Endorsements"). Buyer shall have the option to request, at Buyer's sole cost and expense, that the Title Company reinsure portions of the risk covered by the Title Policy with reinsurance companies reasonably satisfactory to Buyer obligations under standard reinsurance agreements providing, at a minimum, for direct access and enforcement of rights by the insured party to and against the reinsurer. Except for the issuance of the Required Endorsements at the Closing or pursuant to escrow arrangements, none of the matters described in this paragraph shall be conditions to Buyer's obligations to close the transactions contemplated by this Agreement, except for any indemnity obligations which shall survive.

Title/Survey. Buyer acknowledges that (a) As evidence of title, Seller has delivered shall furnish to Purchaser, as soon as reasonably possible, but in any event, at least three (3) business days prior to the Buyer end of the Due Diligence Period, a the Title Commitment title insurance commitment issued by the Title Company for in the issuance amount of an ALTA Form B Ownerthe Purchase Price and committing the Title Company to insure Purchaser's Title Insurance Policy (1992) (the "Title Policy") insuring fee simple title to the real property owned premises, 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 any instruments of record or other instruments concerning title as reflected in the title insurance commitment. Purchaser shall have five (5) business days after receipt of the title insurance commitment, legible copies of the 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. 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 Xxxxxxx 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 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 part of the Acquired Assets, all as more particularly described in Schedule 1 hereto (the "Real Property"). The Title Commitment was accompanied by copies of all instruments and documents of record referenced therein. Buyer acknowledges that Selleruse its best efforts to provide to Purchaser, at Seller's sole cost and expenseleast one (1) day prior to the Closing Date, has delivered to Buyer an Urban a Minimum Standard (1999 Minimum Details) ALTA/ASCM Land Title Survey (survey of the Survey") Premises prepared by a registered surveyor approved by Purchaser, and certified to the Buyer Purchaser, Purchaser's lender (if any), and the Title Company meeting accuracy standards jointly adopted by the American Land Title Association Company, in a manner satisfactory to Purchaser 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 13Title Company. 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 The survey shall be dated a condition date not more than 180 days prior to Buyer's obligation to proceed with the Closing that, when issued to Buyer at Closing or Date. Seller will also provide Purchaser with a legal description of the Premises prepared in accordance with escrow arrangements, such survey. The survey prepared shall be in accordance with the Title Policy shall include full extended coverage over all general exceptions ALTA minimum survey standards and contain the Required Endorsements; provided however, Buyer represents certifications 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 other information required by such standards and able to satisfy all requirements of the Title Company in order to obtain (1) remove, to the extent possible based upon such Required Endorsements. Buyer shall have ALTA minimum survey, the option to request, at Buyer's sole cost and expense, that the Title Company agree to provide coverage against matters standard pre-printed exceptions relating to federal bankruptcymatters of survey, state insolvency or similar creditors' rights lawsencroachments and the like, and (2) issue the following endorsements: an ALTA 3.1 zoning endorsement (with parking) and contiguity endorsement (title insurance endorsements required pursuant to this Agreement. The legal description so prepared shall be used in Seller's deed. Seller shall bear the "Required Endorsements") and such other endorsements as Buyer may request (the "Additional Endorsements"). Buyer shall have the option to request, at Buyer's sole cost and expense, that the Title Company reinsure portions of the risk covered by survey if this transaction closes or if the Title Policy with reinsurance companies reasonably satisfactory to Buyer under standard reinsurance agreements providing, at a minimum, for direct access and enforcement of rights by the insured party to and against the reinsurer. Except for the issuance of the Required Endorsements at the Closing or pursuant to escrow arrangements, none of the matters described in this paragraph shall be conditions to Buyer's obligations to close the transactions 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 borne equally by Seller and Purchaser.

Title/Survey. a) Prior to the Original Effective Date, Sellers ordered from the Title Company a commitment (each, a “Commitment”) to issue an ALTA Owner’s Policy of Title Insurance and/or an ALTA Leasehold Policy of Title Insurance (each, a “Title Policy”) for each Shopping Center. Prior to the Effective Date of this Agreement, Buyer acknowledges that Seller ordered and obtained (or will obtain), at its expense, new surveys or an update of Sellers’ existing surveys, if any, of the Properties (any such new survey or update of a Seller’s existing survey of a particular Property, a “Survey”). As of the Effective Date of this Agreement, Buyer has delivered to Sellers copies of the Buyer a the Title Commitment issued by the Title Company Surveys for the issuance of an ALTA Form B Owner's Title Insurance Policy (1992) (Seabrook Property, the "Title Policy") insuring fee simple title to Wrangleboro Property, the real property owned by the Seller Great Northern Property, Peach Street Property and part of the Acquired Assets, all as more particularly described in Schedule 1 hereto (the "Real Maple Grove Property"). The Title Commitment was accompanied by copies of all instruments and documents of record referenced therein. Buyer acknowledges that Seller, at Seller's sole cost and expense, has delivered to Buyer an Urban ALTA/ASCM Land Title Survey (the Survey") shall be certified to the Sellers, Buyer and the Title Company meeting accuracy standards jointly adopted by Company. The Survey shall be in form and substance sufficient to delete the American Land standard survey exception from the applicable Title Association and Policy. Sellers shall not be required to remove the American Congress on Surveying and Mapping and incorporating standard survey exception from 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 applicable Title Policy in the event Buyer does not obtain a Survey for the Applicable Property. On or before the Closing Date, Sellers shall execute and deliver to the Title Commitment or revealed on Company an affidavit to delete the Survey are approved by Buyer and shall therefore be considered "Permitted Exceptions" standard preprinted exception for purposes mechanic’s liens from the applicable Title Policy, substantially in the form of this AgreementExhibit “H” (the “Title Affidavit”). It shall be a condition precedent to Buyer's ’s obligation to proceed with purchase the Properties that the Title Company can and will, on the Closing thatDate, when issued to Buyer at Closing or issue each Title Policy in accordance with escrow arrangements, the Title Policy shall include full extended coverage over all general exceptions applicable Commitment and subject only to the Required Endorsements; provided however, Buyer represents and warrants to Seller that the Buyer has confirmed that Permitted Exceptions (ias hereinafter defined). b) all Required Endorsements are available in the State of Oregon and, (iiSection 3.2(b) the Buyer is ready, willing and able to satisfy all requirements of the Title Company in order to obtain such Required Endorsements. Original Agreement provided as follows: “Buyer shall have the option right to request, at Buyer's sole cost and expense, that object to: (i) any matters disclosed by the Commitments (“Title Company agree to provide coverage against matters relating to federal bankruptcy, state insolvency or similar creditors' rights lawsObjections”), and (ii) any matters disclosed by Surveys (“Survey Objections”); provided that Buyer delivers written notice of any valid Title Objections or Survey Objections on or before the following endorsements: an ALTA 3.1 zoning endorsement seventh (with parking7th) and contiguity endorsement business day prior to the expiration of the Due Diligence Period (the "Required Endorsements"“Title Review 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 Sellers shall within five (5) business days from receipt of any Objections from Buyer notify Buyer in writing (“Sellers’ Response”) whether Sellers elect, in Sellers’ sole discretion, to: (i) cure any such Objections on or prior to the Closing Date, or (ii) not to cure any such Objections. If Sellers elect to cure an Objection under the previous sentence and such other endorsements as Buyer may request (fail to do so by the "Additional Endorsements"). Closing Date, Buyer shall have the option right, as Buyer’s sole remedy, to request(x) terminate this Agreement, at whereupon the Escrow Agent shall promptly deliver the Xxxxxxx Deposit to Buyer, or (y) waive the Objections and proceed to purchase the Properties with such condition of title as Sellers are 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 Sellers fail to deliver Sellers’ Response to Buyer within such five (5) business day period, Sellers shall be deemed to have elected not to cure any of the Objections. If Sellers’ Response states that Sellers elect not to cure any of the Objections on or prior to the Closing Date, or if Sellers are deemed to have elected not to 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 Xxxxxxx Deposit to Buyer, or (y) waive the Objections and proceed to purchase the Properties with such condition of title as Sellers are 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 Properties pursuant to the foregoing clause (y).” Buyer and Sellers acknowledge that Buyer delivered Buyer's sole cost Objections on July 22, 2021 and expensethat Sellers delivered Sellers’ Response on July 28, 2021. Buyer acknowledges and agrees that Sellers did not agree to cure any Objections asserted by Buyer during the Title Company reinsure portions Review Period. Sellers confirm that Sellers will satisfy Sellers’ obligations under Section 3.3 hereof. Buyer hereby waives the contingency set forth in Section 3(b) of the risk covered Original Agreement. The defined terms contained in Section 3(b) of the Original Agreement are incorporated herein by reference above. c) If at any time following the expiration of the Title Review Period, but prior to Closing, any new matters (other than the deletion, elimination or modification of any item to which Buyer has made an Objection) are first filed of record against any of the Properties and are added to any of the Commitments (and are not otherwise caused by or result from any action or inaction by Buyer), Buyer shall have the right to object to any such new items appearing on any update to such Commitment by delivery of written notice to Sellers within two (2) business days of Buyer’s discovery thereof. In the event that Buyer elects to object to any items in accordance with the foregoing, the same process outlined in Section 3.2(b) above shall apply to any new Objections made by Buyer, and the Closing Date shall be automatically extended to provide sufficient time for the objection process outlined above to conclude. d) 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 the Title Policies. If Buyer has a claim under a Title Policy with reinsurance companies reasonably satisfactory and the subject matter of that claim also constitutes the breach of any representation, warranty or covenant made by Sellers in this Agreement or any Deed or the Ground Lease Assignment, Buyer agrees that it will look first to such Title Policy for recovery of such claim, and Buyer shall only assert any claim against Sellers for recovery of such claim after all remedies available to Buyer under standard reinsurance agreements providing, at a minimum, for direct access such Title Policy are exhausted and enforcement any recovery from Sellers hereunder shall be in excess of rights remedies received by the insured party to Buyer under such Title Policy. This Subsection shall survive Closing and against the reinsurer. Except for the issuance delivery of the Required Endorsements at the Closing or pursuant to escrow arrangements, none of the matters described in this paragraph shall be conditions to Buyer's obligations to close the transactions contemplated by this AgreementDeed and Ground Lease Assignment.

Title/Survey. Buyer acknowledges that Seller has delivered to No later than three (3) days following the Buyer Effective Date, Purchaser shall, at its sole cost and expense, order the following: (a) the As-Built Survey, as hereinafter defined, and (b) a commitment from the Title Commitment issued by the Title Company Insurer (as defined hereinbelow) for the issuance of an ALTA Form B Owner's Title Insurance Policy (1992the "Title Commitment") for the Property, together with legible copies of any and all title exception documents referenced therein, issued by Chicago Title Insurance Company (the "Title PolicyInsurer") insuring in 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 title simple, subject only to the real property owned 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 part of the Acquired Assets, all as more particularly described in Schedule 1 hereto (the "Real Property"). The Title Commitment was accompanied by copies of all instruments and documents of record referenced therein. Buyer acknowledges that Seller, at 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 areapayable), 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" providing for purposes of this Agreement. It shall be a 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 title exceptions contained in such Policy and the Required Endorsements; following special endorsements (collectively, the "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 any other endorsements required by Purchaser. Seller has provided howeverPurchaser 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, Buyer represents and warrants Prior to the expiration of the Additional Inspection Period, Purchaser may deliver to Seller a notice (the "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 Buyer has confirmed "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, and all matters shown and referenced thereon and therein shall 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 endorsement shall be subject to the review and approval of Purchaser), or (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, Seller shall 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 "MONETARY EXCEPTIONS") or (3) matters caused by Seller's intentional actions ("Seller's Exception"). If Seller elects, or is deemed to have 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) day period to either (i) all Required Endorsements are available terminate this Agreement in which event the State of Oregon andXxxxxxx Money (and any interest earned thereon) shall be immediately returned to Purchaser and thereupon neither Seller nor Purchaser shall have any further rights, duties or obligations under this Agreement, or (ii) waive its objection and accept title to the Buyer 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 readydeemed to have elected not to take any further action, willing and able Purchaser's failure to satisfy all requirements 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 as provided in (ii) above. If the Title Company in order Commitment discloses judgments, bankruptcies or other matters against other persons Blytheville, AR having names the same as or similar to obtain such Required Endorsements. Buyer shall have that of Seller, Seller, on the option to Title Insurer's request, at Buyershall deliver to the Title Insurer affidavits or other evidence reasonably acceptable to the Title Insurer showing and/or confirming that such judgments, bankruptcies or other matters are not against Seller, or any affiliates. Notwithstanding anything in this Section or Agreement to the contrary, Seller may elect to not pay off any mechanic's sole cost or materialman's lien filed against the Property in connection with the construction provided Seller bonds any such lien to the reasonable satisfaction of Purchaser and expense, the Title Insurer and further provided 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 "Required Endorsements") and such other endorsements as Buyer may request (the "Additional Endorsements"). Buyer shall have the option to requestInsurer issues, at BuyerSeller's sole cost and expensecost, that the Title Company reinsure portions of the risk covered by the an endorsement to Purchaser's final Owner's Title Policy with reinsurance companies reasonably satisfactory to Buyer under standard reinsurance agreements providing, at a minimum, for direct access and enforcement of rights by the insured party to and against the reinsurer. Except for the issuance of the Required Endorsements at the Closing or be issued pursuant to escrow arrangements, none Section 10(c) below insuring against any loss or damage arising on account of the matters described in this paragraph shall be conditions to Buyer's obligations to close the transactions contemplated by this Agreementsuch lien.

Title/Survey. Buyer acknowledges that a) Prior to the Effective Date, (i) each Seller has delivered to the Buyer a the Title Commitment issued by ordered from the Title Company for a commitment (each, a “Commitment” and, collectively, the issuance of “Commitments”) to issue an ALTA Form B Owner's ’s Policy of Title Insurance Policy in an amount equal to the Purchase Price for each respective Property (1992) (the "each, a “Title Policy") insuring fee simple title to the real property owned by the Seller and part of the Acquired Assets, all as more particularly described in Schedule 1 hereto (the "Real Property"). The Title Commitment was accompanied by copies of all instruments and documents of record referenced therein. Buyer acknowledges that Seller, at 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”), 6and (ii) each Seller has obtained and provided Buyer with a copy of a survey for each respective Property (each a “Survey” and, 7collectively, 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“Surveys”). It shall be a condition precedent to Buyer's Bxxxx’s obligation to proceed with purchase the Properties that the Title Company can and will, upon the occurrence of Closing thatand the payment by the Buyer and Seller, when issued to Buyer at Closing or of the applicable premiums, issue each Title Policy in accordance with escrow arrangements, the Title Policy shall include full extended coverage over all general exceptions Commitment and subject only to 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 Title Company in order to obtain such Required EndorsementsPermitted Exceptions. Buyer shall have the option to may request, at Buyer's ’s sole cost cost, and expenseto the extent permitted in accordance with applicable laws and regulations, that the Title Company agree issue extended coverage removing (either by deletion or through affirmative endorsement coverage) the following standard exceptions: (1) taxes or assessments not shown on public records, (2) easements, liens or encumbrances not shown on public records, (3) any defect, lien, adverse claim or other matter that appears between the commitment date and closing, and (4) rights, interests or claims not shown by public records that could be asserted by persons in possession of the land. In furtherance thereof, on or before the Closing Date, each Seller shall execute and deliver to provide the Title Company an affidavit to delete the standard, preprinted exception for mechanic’s liens from the Title Policy and substantially in the form of Exhibit “H” with such factual modifications as may be required to make the affidavit true, accurate and complete (the “Title Affidavit”); provided that, after such modifications, the Title Affidavit is sufficient for the Title Company to issue each Title Policy with extended coverage against and without the standard, preprinted exception for mechanic’s liens. b) Prior to the Effective Date, Buyer has delivered its objections to matters relating to federal bankruptcy, state insolvency or similar creditors' rights lawsdisclosed in the initial Commitments and Surveys (“Objections”), and the following endorsements: an ALTA 3.1 zoning endorsement Sellers have delivered their response with respect thereto dated July 31, 2024 (with parking) “Seller’s Response”). Except for such actions as Sellers have expressly committed to undertake in Seller’s Response, each Seller elects not to cure any such Objections on or prior to the Closing Date. Bxxxx acknowledges and contiguity endorsement agrees that by executing this Agreement, Bxxxx has elected to waive Buyer’s Objections (the "Required Endorsements"except for Mandatory Cure Items (hereinafter defined) and such other endorsements actions as Sellers have expressly committed to undertake in Seller’s Response, if any) and proceed to purchase the Properties with such condition of title as each Seller is able to convey and/or subject to all matters objected to in Buyer’s Objections. For the avoidance of doubt, except for Mandatory Cure Items and such actions as Sellers have expressly committed to undertake in Seller’s Response, if any, all matters objected to in Buyer’s Objections are deemed to be acceptable to Buyer, and Buyer may request (shall not have the "Additional Endorsements"). right to terminate this Agreement because of any such matters objected to in Buyer’s Objections. c) Buyer shall have the option right to requestobject to: (i) any matters disclosed for the first time by any updated Commitment issued after the Effective Date (“New Title Objections”), at and (ii) any matters disclosed for the first time by any updates to a Survey issued after the Effective Date (“New Survey Objections” and together with the New Title Objections, the “New Objections”); provided that Buyer delivers written notice of any such New Title Objections or New Survey Objections on or before the third (3rd) business day following receipt of such updated Commitment or Survey; otherwise any such New Objections shall be deemed to be waived. If Buyer delivers in a timely manner written notice of any New Objections, then each Seller shall within five (5) business days from receipt of any New Objections from Buyer notify Buyer in writing (“New Objections Response”) whether such Seller elects, in Seller’s sole discretion, to: (1) cure any such New Objections on or prior to the Closing Date, or (2) not to cure any such New Objections. If a Seller elects to cure a New Objection under this Section 3.2(c) and fails to do so by the Closing Date, Buyer shall have the right to (x) terminate this Agreement, whereupon the Escrow Agent shall promptly deliver the Exxxxxx Deposit to Buyer's sole cost , and expensethereafter none of the parties hereto shall have any further rights or obligations hereunder except for obligations that specifically survive the termination of this Agreement, or (y) waive the New Objections and proceed to purchase the Properties with such condition of title as each Seller is able to convey and/or subject to the New Objections (in addition to all other Objections, except for Mandatory Cure Items and such actions as Sellers have expressly committed to undertake in Seller’s Response or any New Objections Response), 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 any Seller fails to deliver Seller’s New Objections Response to Buyer within such five (5) business day period, such Seller shall be deemed to have elected not to cure any of the New Objections. If Seller’s Response states that Seller elects not to cure any of the New Objections on or prior to the Closing Date, or if Seller is deemed to have elected not to cure any of the New Objections as set forth above, then within two (2) business days after delivery of Seller’s New Objections Response (or deemed response), Buyer shall elect to either (A) terminate this Agreement, whereupon the Escrow Agent shall promptly deliver the Exxxxxx Deposit to Buyer, and none of the parties hereto shall have any further rights or obligations hereunder except for obligations that specifically survive the termination of this Agreement, or (B) waive the New Objections and proceed to purchase the Properties with such condition of title as each Seller is able to convey and/or subject to the New Objections (in addition to all other Objections, except for Mandatory Cure Items and such actions as Sellers have expressly committed to undertake in Seller’s Response or any New Objections Response), without a reduction of the Purchase Price therefor, in which event the items objected to which Seller elected (or was deemed to have elected) not to cure shall be deemed to be acceptable to Buyer. If Bxxxx fails to timely make such election, then Bxxxx shall be deemed to have elected to purchase the Properties pursuant to the foregoing clause (B). For avoidance of doubt, Buyer shall have the right to object to and to deliver New Title Objections with respect to any notice of commencement, lien, or construction matter, including, without limitation, any mechanic lien (general, limited or specific, but excluding the standard, preprinted mechanic lien exception which Seller is obligated to have removed from Buyer’s Title Policy) whether or not arising through Seller or any tenant, that first appears on a Commitment after the Commitment’s original effective date, and if (x) Seller’s New Objections Response (or deemed response) states that Seller is unwilling to remove, cure, satisfy, pay, discharge and release of record such matter at or prior to Closing, including, without limitation, terminating any such notice of commencement and providing the necessary documents, waivers and affidavits to the Title Company reinsure portions of the risk covered by to enable to the Title Company to issue the Buyer’s Title Policy without any exception for mechanic’s liens, and/or (y) Seller elects to perform the foregoing obligations, but is unable to do so prior to Closing, then Buyer shall have the right to terminate this Agreement (and with reinsurance companies reasonably satisfactory respect to Buyer under standard reinsurance agreements providingsubclause (x) above, at a minimumsuch termination shall be made within two (2) business days after delivery of Seller’s New Objections Response (or deemed response)), for direct access whereupon the Escrow Agent shall promptly deliver the Exxxxxx Deposit to Buyer, and enforcement of rights by the insured party to and against the reinsurer. Except for the issuance of the Required Endorsements at the Closing or pursuant to escrow arrangements, none of the matters described in this paragraph parties hereto shall be conditions to Buyer's have any further rights or obligations to close hereunder except for obligations that specifically survive the transactions contemplated by termination of this Agreement.

Title/Survey. (a) As of the Effective Date, Buyer acknowledges that Seller confirms it has delivered received from Fidelity National Title Insurance Company, 0000 Xxxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxxxxx, Xxxx 00000, Attn: Xxxx Xxxxxxxx; Telephone: 000-000-0000; Email: xxxx.xxxxxxxx@xxx.xxx ("Title Company"), a commitment ("Commitment") to issue an ALTA Owner’s Policy of Title Insurance Form (ALTA 2006) in an amount equal to the Buyer a the Title Commitment issued by the Title Company for the issuance of an ALTA Form B Owner's Title Insurance Policy Purchase Price (1992) (the "Title Policy"). Buyer shall have the right to order and obtain, at its sole cost and expense, a survey of the Real Property ("Survey"). In the event Buyer desires to obtain a Survey, then Buyer shall place its order for the Survey within five (5) insuring fee simple title days after 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 real property owned by Title Company Seller's customary form of owner's affidavit which will enable the Seller and part of Title Company to delete the Acquired Assets, all as more particularly described in Schedule 1 hereto other standard printed exceptions other than the survey exception from the Title Policy (the "Real PropertyOwner's Title Affidavit"). The 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 was accompanied 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 copies Buyer ("Title Defects"), and those encroachments or other matters shown on the Survey reasonably objected to by Buyer ("Survey Defects"; Title Defects and Survey Defects shall be collectively known as "Objections"). Within five (5) business days following receipt of all instruments and documents Buyer’s Objection Notice, Seller shall notify Buyer in writing ("Seller's Title Response Notice") of record referenced thereinthose Objections which Seller intends to cure at or prior to Closing ("Cure Items"). Buyer acknowledges that Notwithstanding the foregoing, Seller shall be under no obligation to cure any Objections other than a Monetary Lien (as hereinafter defined). If Seller 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 items from the Title Policy such as mortgages, 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 (excluding 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 delivered 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 of receipt of Seller's Title Response Notice, Buyer an Urban ALTA/ASCM Land Title Survey shall elect to do one of the following: (i) waive the Survey") certified 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, by written notice to Seller and to the Escrow Agent, in which event Escrow Agent shall return the Xxxxxxx Deposit to Buyer and the Title Company meeting accuracy standards jointly adopted by parties shall be released from all obligations hereunder except those obligations that expressly survive pursuant to 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 terms of this Agreement. It If Buyer fails to timely make any such election, then Buyer shall be a condition deemed to Buyer's obligation have elected to proceed with purchase the Closing that, when issued Property pursuant 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 foregoing clause (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 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 "Required Endorsements") and such other endorsements as Buyer may request (the "Additional Endorsements"). Buyer shall have the option to request, at Buyer's sole cost and expense, that the Title Company reinsure portions of the risk covered by the Title Policy with reinsurance companies reasonably satisfactory to Buyer under standard reinsurance agreements providing, at a minimum, for direct access and enforcement of rights by the insured party to and against the reinsurer. Except for the issuance of the Required Endorsements at the Closing or pursuant to escrow arrangements, none of the matters described in this paragraph shall be conditions to Buyer's obligations to close the transactions contemplated by this Agreement.

Title/Survey. Buyer acknowledges that 6.1 Seller has delivered shall not, at any time during the Term, alter or encumber title to the Buyer Property or otherwise suffer or permit any further encumbrances or liens to attach to the Property (other than the Permitted Title Exceptions). Seller shall convey marketable and insurable title to the Property to Purchaser by a special warranty deed, which shall be subject only to the Permitted Title Commitment Exceptions (the “Deed”). In no event shall the Property be subject to any (i) mortgage, deed to secure debt, deed of trust, security agreement, judgment, lien or claim of lien, or any other title exception or defect that is monetary in nature, Seller hereby agreeing to pay and satisfy of record any such title defects or exceptions prior to or at Closing at Seller’s expense or terminate this Agreement by the deadline for Closing hereunder, or (ii) any leases, rental agreements or other rights of occupancy of any kind, whether written or oral (the items described in (i) and (ii) are referred to herein collectively as the “Seller Defects”). Purchaser may, at its expense obtain a title insurance commitment for the Property (the “Title Commitment”), issued by the Title Company for and naming Purchaser as the issuance of an ALTA Form B Owner's Title Insurance Policy (1992) (proposed insured. In the "Title Policy") insuring fee simple title to the real property owned by the Seller and part of the Acquired Assets, all as more particularly described in Schedule 1 hereto (the "Real Property"). The Title Commitment was accompanied by copies of all instruments and documents of record referenced therein. Buyer acknowledges that Seller, at 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 event the Title Commitment discloses any Seller Defects or revealed on any exceptions to title other than the Survey are approved by Buyer and shall therefore Permitted Title Exceptions, Seller shall, at its expense, either (A) cause the same to be considered "Permitted Exceptions" for purposes of removed as encumbrances to the Property prior to Closing or (B) terminate this Agreement. It shall be a condition to Buyer's The obligation of Purchaser to proceed with Closing shall be subject to 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 Title Company in order to obtain such Required Endorsements. Buyer shall have the option to request, at Buyer's sole cost and expense, condition precedent that the Title Company agree must issue to provide coverage against matters relating Purchaser at the Closing a Title Policy, subject to federal bankruptcy, state insolvency or similar creditors' rights lawspayment by Purchaser of the premium for such policy, and the following endorsements: an ALTA 3.1 zoning endorsement (Seller shall reasonably cooperate with parking) and contiguity endorsement (the "Required Endorsements") and such other endorsements as Buyer may request (the "Additional Endorsements"). Buyer shall have the option Purchaser’s efforts to request, at Buyer's sole cost and expense, that cause the Title Company reinsure portions of the risk covered to issue such Title Policy. 6.2 As used in Paragraph 6.1, “insurable title” shall mean title insurable at standard rates by the Title Policy Company with reinsurance companies reasonably satisfactory to Buyer under standard reinsurance agreements providinga Title Policy. 6.3 Purchaser may, at its expense, cause the Property to be surveyed by a minimum, for direct access and enforcement of rights by the insured party reputable registered land surveyor prior to and against the reinsurer. Except for the issuance of the Required Endorsements at giving the Closing or pursuant (the “Survey”). In the event Purchaser does cause the Property to escrow arrangementsbe so surveyed, none of the matters described property description to be included in this paragraph the Deed shall be conditions prepared from the Survey (to Buyer's obligations the extent consistent with the deed into Seller, and then only if such Survey is certified to close the transactions contemplated by this AgreementSeller).