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. Buyer acknowledges that Seller has delivered to the Buyer 4.1. Purchaser shall order a the Title Commitment issued by the Title Company preliminary commitment for the issuance of an ALTA Form B Ownerowner's Title Insurance Policy (1992) title insurance policy (the "Title PolicyCommitment") insuring fee simple title to in the real property owned by the Seller and part amount of the Acquired AssetsPurchase Price, all as more particularly described from a title company licensed to transact business in Schedule 1 hereto the State of New Jersey (the "Real PropertyTitle Company"), with respect to the Property. The Title Commitment was accompanied shall identify the Property 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 legal description set forth in the Survey") certified to , as hereinafter defined, provided that if the Buyer and Survey has not been prepared at 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 time the Title Commitment is ordered, by a preliminary legal description. When the exact legal description of the Property is determined, the Title Commitment shall be revised to include only said legal description. On or revealed prior to the expiration of the Review Period, Purchaser may notify Seller in writing of any objection Purchaser may have to any exceptions reported in the title report or matter shown on the Survey are approved by Buyer survey for the Property. Seller shall notify Purchaser, in writing within ten (10) business days after receipt of Purchaser's notice, whether Seller intends to remove or insure over any exception to which Purchaser objects, or whether Seller is unwilling or unable to do so. Any exception that Seller does not agree to remove or insure over shall be a permitted exception unless Purchaser repeats its objection within seven (7) days after receipt of Seller's response, and shall therefore be considered "Permitted Exceptions" for purposes of notifies Seller that Purchaser desires to terminate this Agreement. It If, prior to Closing, Seller is unable to remove any unpermitted exceptions to title or survey matters previously objected to, after using reasonable efforts to do so, and Purchaser is unwilling to take title subject thereto, then Purchaser may terminate this Agreement, and each party shall be 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 released from all general exceptions duties 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 Agreementcontained herein.

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 a the Title Commitment Effective Date, issued by a reputable title insurance company reasonably acceptable to Tenant's counsel in the Title Company for amount designated by Tenant committing the issuance of an ALTA Form B Owner's title insurer to issue a Leasehold Title Insurance Policy in favor of Tenant (1992) (the "Title PolicyTITLE POLICY") insuring fee simple title 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 real property owned by the Seller and part expiration of the Acquired Assets, all as more particularly described in Schedule 1 hereto (the "Real Property")Inspection Period. 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 If Tenant shall have any objection with respect to the Buyer and status of the Title Company meeting accuracy standards jointly adopted by title, Tenant shall notify Landlord of such objections within the American Land Title Association and Inspection Period. In 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 or revealed on 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 Survey are approved by Buyer and shall therefore be considered "Permitted Exceptions" for purposes of this Agreement. It Premises, Landlord shall be a 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 Buyerthe expiration of the Inspection Period, so as to fully correct any and all of such matters, then, at Tenant's obligation to proceed with the Closing that, when issued to Buyer at Closing or in accordance with escrow arrangementsoption, the Title Policy parties hereto shall include full extended coverage over all general exceptions and the Required Endorsements; provided howeverbe relieved of any further liability arising out of or with respect to this Lease, Buyer represents and warrants or Tenant, at Tenant's option, may waive such condition. Notwithstanding anything contained in this Section 5.3, Tenant shall not be permitted 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 object to satisfy all requirements any of the Schedule B-2 exceptions contained in that certain Leasehold Owner's Policy No. 10 0764 108 00000001, issued by Chicago Title Company in order Insurance Company, with an effective date of November 6, 1997 (except the leases referenced therein, which Landlord represents to obtain such Required Endorsements. Buyer shall have Tenant either no longer exist or do not affect 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"Premises). 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 (a) Within fifteen (15) Business Days after the Buyer a date of this Agreement (the “Title Commitment Review Period”), Purchaser, at Purchaser’s expense, may obtain (i) one or more irrevocable title commitments for title insurance (collectively, the “Title Commitment”) covering the Owned Real Properties, including all beneficial easements, issued by the Title Company Company, for the issuance of an ALTA Form B Owner's Title Insurance Policy (1992) (owner’s policy of title insurance for each Owned Real Property, which policy shall be in the "Title Policy") insuring fee simple title to the real property owned customary form prescribed by the Seller applicable State Board of Insurance, in an amount and part with any endorsements, modifications or additional title insurance coverage reasonably requested by Purchaser, and (ii) one or more boundary or “as built” ALTA/ACSM surveys of the Acquired AssetsOwned Real Properties prepared by a licensed land surveyor chosen by Purchaser (collectively, all as more particularly described in Schedule 1 hereto (the "Real Property"“Survey”; and, together with the Title Commitment, the “Title Evidence”). The , and deliver the Title Commitment was accompanied by Evidence and 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 to Purchaser and Seller Parties. Purchaser shall have until the expiration of the Title Review Period to examine such Title Evidence as it deems necessary or revealed on convenient and notify Seller Parties of any matters disclosed in the Survey Title Evidence which are approved by Buyer not acceptable to Purchaser (each a “Defect” and shall therefore be considered "Permitted Exceptions" for purposes collectively, the “Defects”). In the event Purchaser fails to give Seller Parties timely written notice of this Agreement. It the Defects, Purchaser shall be deemed to have waived any right to object to the Title Evidence and to have accepted title “as is”, and all matters appearing in the Title Evidence (or that would have appeared in the Title Evidence had Purchaser obtained same) shall be deemed to be a condition to Buyer's part of the Permitted Liens, except as provided herein. Seller shall have no obligation to proceed with the Closing thatcure any Defects; provided, 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 regardless of whether written notice is given to Seller that the Buyer has confirmed that Parties by Purchaser, Seller Parties shall be obligated to (i) satisfy any and all Required Endorsements are available in the State of Oregon andcustomary Title Commitments requirements relating to such Seller Parties’ existence, authority and good standing, (ii) to pay the Buyer is ready, willing and able real estate taxes subject to satisfy all requirements pro-ration for the year 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 Closing; (iii) discharge any liens or judgments or other 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 which are curable by the Title Policy with reinsurance companies reasonably satisfactory payment of a liquidated monetary sum of money (without resort to Buyer under standard reinsurance agreements providinglitigation) (including any and all Liens securing the Indebtedness) (collectively, at a minimum, for direct access and enforcement of rights by the insured party “Mandatory Exceptions”) prior to and against the reinsurer. Except for the issuance of the Required Endorsements or at the Closing in a manner acceptable to the title company and the Purchaser. As to any Defects (except the Mandatory Exceptions which Seller Parties shall cure as set forth herein), Seller Parties shall have five (5) Business Days from receipt of Purchaser’s timely notice of Defects in which to elect either to (A) notify Purchaser that it intends to cure the identified Defects, in which event Seller Parties shall have sixty (60) days to accomplish such cure (the “Cure Period”) and Closing may be postponed during such period; or (B) notify Purchaser that Seller Parties elect not to cure the identified Defects. In the event Seller Parties fail to deliver a response within five (5) Business Days after receipt from Purchaser of notice of a Defect, Seller Parties shall be deemed to have elected not to cure said Defect. Purchaser shall have five (5) Business Days from receipt of Seller Parties’ notice of its election not to cure Defects or from the date that Seller Parties are deemed to have elected not to cure Defects in the event of Seller Parties non-response, in which to elect either (X) to terminate this Agreement, or (Y) to require Seller Parties to deliver title in its then existing condition (with no reduction in the Transaction Consideration) and to proceed to Closing notwithstanding the Defects raised by Purchaser (which Defects shall be deemed to be Permitted Liens), yet still subject to Seller’s obligation to cure the Mandatory Exceptions. If Purchaser fails to make an election within such five-day period, Purchaser shall be deemed to have elected to proceed pursuant to escrow arrangements, none clause (Y) of the matters described in this paragraph shall be conditions to Buyer's obligations to close the transactions contemplated by this Agreementforegoing sentence.

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 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. 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 4.1.1.1 If not already delivered prior to the Agreement Date, within five (5) business days after the Agreement Date, Seller has will cause to be issued and delivered to the Buyer a preliminary title report for the Title Commitment Property, together with all documents evidencing exceptions to title referred to therein issued by the Title Company for the issuance of an ALTA Form B Owner's Title Insurance Policy (1992) (collectively, 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 PropertyReport"). 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 a period of twenty-five (25) days after the option Agreement Date to request, either approve of any ALTA Survey (whether received from Seller or contracted for by Buyer at Buyer's sole cost and expense) and the exceptions (if any) contained in the Title Report, or to notify Seller in writing, specifying any exceptions to which Buyer objects in either the ALTA Survey or the Title Report ("Title Objection Notice"). Seller shall have a period of three (3) business days after Seller's receipt of the Title Objection Notice (a) to remove, or agree to remove prior to the Closing, some or all of those exceptions to which Buyer has objected in the Title Objection Notice, and to inform Buyer of the same, or (b) to advise Buyer, in writing, that Seller will not agree to remove some or all of those exceptions to which Buyer has objected in the Title Company Objection Notice; the foregoing election by Seller being at Seller's sole option and discretion ("Title Response Notice"). If Seller fails to timely deliver to Buyer the Title Response Notice, it shall be conclusively deemed that Seller has elected not to remove any of those exceptions to which Buyer has objected as specified in the Title Objection Notice. If Seller advises Buyer in its Title Response Notice that it will not remove or agree to provide coverage against matters relating remove some or all of those exceptions to federal bankruptcywhich Buyer has objected in the Title Objection Notice (or Seller is deemed to have so advised Buyer), state insolvency then Buyer shall have until 5:00 p.m. (Pacific Time) on the Approval Date to advise Seller, in writing, whether Buyer elects to waive such objections and proceed with the acquisition of the Property or similar creditors' rights lawsto terminate this Agreement. Failure by Seller to remove those specified exceptions which Seller has expressly agreed to remove in either this Agreement or in the Title Response Notice within the specified period shall be deemed to be a failure of this condition, in which event the Agreement shall terminate, and the following endorsements: an ALTA 3.1 zoning endorsement Deposits (with parkingto the extent made) shall be returned to Buyer, and contiguity endorsement (the "Required Endorsements") and such other endorsements as Buyer may request (the "Additional Endorsements"). Buyer parties shall have no further obligations hereunder except for the option to request, at Buyer's sole cost Surviving Obligations unless Buyer withdraws its objections in writing. Notwithstanding the foregoing, on or prior to Closing Seller shall remove or cause to be removed those certain monetary liens or encumbrances affecting the Property which Seller has created or expressly permitted to exist other than current taxes 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 Agreementassessments.

Title/Survey. Seller shall furnish good, marketable and insurable title to the Property at closing. “Insurable” as used herein is defined to mean title which is insurable by Lawyers Title Insurance Corporations, c/o Sxxxxx Xxxxxxxx, 1000 Xxxxxxxx Xxxxx, Xxxxx 000, Xxxx, XX 00000 (the “Title Company”) at its standard rates without standard exceptions except for those exceptions, if any, approved in writing by Buyer acknowledges after receipt of a title commitment from the Title Company dated after the date of this Agreement and accompanied by copies of all documents referred to therein and the survey referenced below which locates all easements and other existing improvements. Buyer shall be responsible for any additional survey work, or to re-certify the survey to Buyer and the Title Company, if desired by Buyer including any requirement of the title company for an ALTA survey in order to remove the standard title exceptions and to issue the title commitment and subsequent title policy without standard exceptions. Seller shall deliver to Buyer within ten (10) days hereof, the title commitment referenced above, that certain survey identified as Job No. 332-B, dated June 10, 2005 prepared by Boulder Design Services, LLC and copy of traffic study from 2005 (“Seller Documents”). Buyer shall then have twenty (20) calendar days after receipt of the Seller Documents in which to examine same. If Buyer finds any defects or exceptions to Seller Documents which (a) render the title not marketable or insurable or (b) render the Property unsuitable for the Intended Use (hereinafter defined), Seller shall be furnished with a written statement thereof prior to the expiration of the twenty (20) day period; and Seller shall have fifteen (15) calendar days after receipt of Buyer’s notice in which to correct or delete all such defects or exceptions. If Seller shall fail to correct such defects or exceptions within such period, then Buyer shall have an additional fifteen (15) calendar days thereafter to either: (i) decline to accept the Property with such defects or exceptions, terminate this Agreement, and receive a refund of the deposit(s) made by Buyer hereunder together with any interest accrued thereon; or (ii) accepting the Property with such defects and exceptions, in the event they can be cured prior to the Close of Escrow. Upon approval by Buyer of the title shown in the title commitment, as provided herein, and the delivery to Buyer at the Seller’s expense at the Close of Escrow of an ALTA owners title insurance policy Form 1992 (without standard or regional exceptions) in the amount of the Purchase Price naming Buyer as the insured and as owner of fee simple title to the Property, subject only to those exceptions approved by Buyer, Seller’s obligation hereunder to furnish good, marketable and insurable title shall be satisfied. Seller has delivered to provided a survey identified above as Job No. 332-B dated June 10, 2005 prepared by Boulder Design Services LLC and Seller shall not be responsible for any additional survey costs other than the Buyer a the Title Commitment issued survey already provided including any requirement by the Title Company for the issuance of an ALTA Form B Owner's Title Insurance Policy (1992) (survey to issue the "Title Policy") insuring fee simple title to the real property owned by the Seller commitment 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 policy without 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 Agreementexceptions.

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 Seller has As soon as possible after Opening of Escrow, Escrow Agent shall cause to be delivered to the Buyer a the Title Commitment issued by the Title Company for preliminary title report incident to the issuance of an ALTA Form B Owner's Title Insurance Policy (1992) (the "Title Policy") insuring fee simple extended coverage title to the real property owned by the Seller and part of the Acquired Assetsinsurance policy, all as more particularly described in Schedule 1 hereto (the "Real Property"). The Title Commitment was accompanied by together with legible copies of all instruments matters indicated in Schedule B thereto (collectively, the “Title Report”), and documents of record referenced therein. Buyer acknowledges that Sellershall obtain, at Seller's Buyer’s sole cost and expense, has delivered to Buyer an Urban ALTA/ASCM Land Title Survey a current ALTA survey of the Property (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 right to request, at Buyer's sole cost and expense, that object to any matter indicated in the Title Company reinsure portions Report or on the Survey by delivering written notice of such objections to Seller and Escrow Agent on or before the risk covered by date that is ten (10) days prior to the Closing Date. With respect to any amendments to the Title Policy Report or the Survey, Buyer shall have until five (5) days after receipt of such amendments, together with reinsurance companies reasonably satisfactory to Buyer under standard reinsurance agreements providing, at a minimum, for direct access and enforcement legible copies 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 any additional matters described therein, to notify Seller and Escrow Agent in writing of any matters not previously disclosed to which Buyer objects. After receipt of Buyer’s objections, Seller shall notify Buyer in writing as to whether Seller will attempt to cure any objection of Buyer or not cure any such objection. If Seller elects not to cure any such objection, then within five (5) days thereafter, Buyer may either (a) cancel this paragraph Agreement by written notice delivered to Seller and Escrow Agent, in which event the Exxxxxx Money, together with all interest accrued thereon, shall be conditions immediately refunded to Buyer's obligations , or (b) waive the objection by written notice to Seller and Escrow Agent and proceed to close the transactions contemplated Escrow. All matters listed on Schedule B-Part 2 to the Title Report, other than standard exceptions, not objected to by this AgreementBuyer in accordance with the provisions hereof, or which are objected to by Buyer but with respect to which Buyer thereafter waives such objection, shall be deemed to be “Permitted Exceptions.”

Title/Survey. 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 Seller and part title insurance commitment. Purchaser shall have five (5) business days after receipt of the Acquired Assetstitle insurance commitment, all as more particularly described in Schedule 1 hereto (the "Real Property"). The Title Commitment was accompanied by legible copies of all the recorded instruments and documents of record referenced therein. Buyer acknowledges that Seller, at Seller's sole cost and expense, has delivered the survey referred to Buyer an Urban ALTA/ASCM Land Title Survey (the Survey") certified below in order to examine title to the Buyer 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 meeting accuracy standards jointly adopted 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 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 Purchaser in the Title Commitment 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 revealed on the Survey are approved by Buyer and that Purchaser waives in writing as provided above shall therefore be considered deemed to be a "Permitted ExceptionsException" for purposes pursuant to Section 5.2 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.