Common use of Title Clause in Contracts

Title. Seller shall furnish Purchaser a commitment for an ALTA Homeowners Policy of Title Insurance (or an ALTA Owner’s Policy of Title Insurance when the ALTA Homeowners Policy of Title Insurance is not applicable for issuance on the transaction), in the amount of the Purchase Price, from a title company of Purchaser’s choosing. Such title evidence shall be prepared and issued by . Seller shall pay the state filed title premium for the applicable ALTA Homeowners/Owners Policy that is issued at Closing. Purchaser shall pay all other title premiums and costs, in excess of the applicable ALTA Homeowners/Owners Policy premium, including but not limited to all lender required title insurance premiums and endorsements, the title commitment, and the title search/exam cost. The title commitment shall be continued to the date of Closing and shall show record title to be marketable in the name of Seller, free and clear from material defects, liens and encumbrances, except (a) those created or assumed by Purchaser, (b) those specifically set forth in this Agreement, (c) those liens and mortgages that will be released at (or before) Closing and removed from title, (d) rights of tenants specifically disclosed to Purchaser in Paragraph 31 or the Leased Property Addendum, (e) zoning ordinances, (f) legal highways, and (g) restrictions and utility easements of record (unless they unreasonably interfere with the location of existing buildings, the present use of the Property, or uses which Purchaser has disclosed to Seller in writing). If the title evidence reveals any other title defect(s), Seller shall have thirty (30) days after demand by Purchaser to remove such defect(s) and Closing shall be delayed accordingly. If Seller is unable or unwilling to remove the defect(s), Purchaser may accept title subject to such defect(s) or may terminate this Agreement and the termination procedures in Paragraph 23 shall apply. The parties recognize and understand that an ALTA Homeowners/Owners Policy is an optional form of insurance to protect the Purchaser from covered title issues relating to the Property.

Title. Seller shall furnish Purchaser a commitment for an ALTA Homeowners Policy of Title Insurance (or an ALTA Owner’s Policy of Title Insurance when the ALTA Homeowners Policy of Title Insurance is not applicable for issuance on the transaction), in the amount of the Purchase Price, from a title company of Purchaser’s choosing. Such title evidence shall be prepared and issued by . Seller shall pay the state filed title premium for the applicable ALTA Homeowners/Owners Policy that is issued at Closing. Purchaser shall pay all other title premiums and costs, in excess of the applicable ALTA Homeowners/Owners Policy premium, including but not limited to all lender required title insurance premiums and endorsements, the title commitment, and the title search/exam cost. The title commitment shall be continued to the date of Closing and shall show record title to be marketable in the name of Seller, free and clear from material defects, liens and encumbrances, except (a) those created or assumed by Purchaser, (b) those specifically set forth in this Agreement, (c) those liens and mortgages that will be released at (or before) Closing and removed from title, (d) rights of tenants specifically disclosed to Purchaser in Paragraph 31 28 or the Leased Property Addendum, (e) zoning ordinances, (f) legal highways, and (g) restrictions and utility easements of record (unless they unreasonably interfere with the location of existing buildings, the present use of the Property, or uses which Purchaser has disclosed to Seller in writing). If the title evidence reveals any other title defect(s), Seller shall have thirty (30) days after demand by Purchaser to remove such defect(s) and Closing shall be delayed accordingly. If Seller is unable or unwilling to remove the defect(s), Purchaser may accept title subject to such defect(s) or may terminate this Agreement and the termination procedures in Paragraph 23 21 shall apply. The parties recognize and understand that an ALTA Homeowners/Owners Policy is an optional form of insurance to protect the Purchaser from covered title issues relating to the Property.

Title. Seller During the Inspection Period, the Purchaser shall furnish Purchaser a commitment for an ALTA Homeowners Policy of Title Insurance (or an ALTA Owner’s Policy of Title Insurance when the ALTA Homeowners Policy of Title Insurance is not applicable for issuance on the transaction), in the amount of the Purchase Price, obtain from a title company of Purchaser’s choosing. Such selected by Purchaser a preliminary title evidence shall be prepared and issued by . Seller shall pay the state filed title premium commitment for the applicable ALTA Homeowners/Owners Policy that is issued at Closing. Purchaser shall pay Property (along with legible copies of all other title premiums and costs, in excess of the applicable ALTA Homeowners/Owners Policy premium, including but not limited to all lender required title insurance premiums and endorsements, the title commitmentdocuments creating exceptions thereunder), and the title search/exam cost. The Purchaser shall promptly examine the preliminary title commitment and documents relating thereto. Within the Inspection Period, the Purchaser shall notify the Seller of any defects in title in such commitment to which the Purchaser objects; provided, however, that the Purchaser shall have no obligation to object to defects relating to deeds of trust, mechanics’ liens, judgments or any other defect which may be cured by the application of proceeds of the Purchase Price at Closing (“Lien Defects”); provided further, that in the case of defects which arise after the effective date of the Purchaser’s title commitment for the Property (“Post- Commitment Defects”) and to which the Purchaser objects, the Purchaser shall notify the Seller of such objections prior to the Closing (any defect in title to which the Purchaser objects under this Section 10.6 in referred to herein as “Title Objections”). It is the intention of the parties that Lien Defects shall automatically qualify as objections to title, and the Purchaser shall apply all or any portion of the Purchase Price at Closing in the amount necessary to cure Lien Defects. For any Title Objections (other than Lien Defects) wherein the Purchaser has delivered notice to the Seller of the Purchaser’s objection thereto, the Seller shall have fifteen (15) days from the receipt of such notice or notices within which to notify the Purchaser as to whether the Seller elects to cure all or any of such Title Objections raised by the Purchaser. If the Seller does not so notify the Purchaser within such 15 day period, the Seller shall be continued deemed to have elected not to cure such Title Objections. All exceptions to title which are not Lien Defects and as to which the Purchaser has not objected pursuant to this Section 10.6 shall be deemed “Permitted Exceptions.” In the event the Seller has given such notice to the Purchaser electing to cure any Title Objections, the Seller shall be obligated to effect such cure on or before the Closing Date or such later date as shall be necessary to effect such cure, which date shall not be later than sixty (60) days after the date in (i) of Section 4 hereof. In the event the Seller elects not to cure all or any of the Title Objections, or elects to cure but fails to successfully cure any Title Objections prior to Closing, the Purchaser shall have the right, exercisable at any time prior to Closing and shall show record title by giving notice to be marketable in the name of Seller, free to either: (i) terminate this Agreement and clear from material defectsreceive a refund of the entire Deposit, liens and encumbrancesin which event, neither party shall have a claim against the other under this Agreement, except (a) those created or assumed by Purchaser, (b) those specifically as otherwise expressly set forth in this Agreement, ; or (cii) those liens waive the uncured Title Objections and mortgages that will be released at (or before) Closing and removed from title, (d) rights close under the terms of tenants specifically disclosed to Purchaser in Paragraph 31 or the Leased Property Addendum, (e) zoning ordinances, (f) legal highways, and (g) restrictions and utility easements of record (unless they unreasonably interfere with the location of existing buildings, the present use of the Property, or uses which Purchaser has disclosed to Seller in writing). If the title evidence reveals any other title defect(s), Seller shall have thirty (30) days after demand by Purchaser to remove such defect(s) and Closing shall be delayed accordingly. If Seller is unable or unwilling to remove the defect(s), Purchaser may accept title subject to such defect(s) or may terminate this Agreement and the termination procedures in Paragraph 23 shall apply. The parties recognize and understand that an ALTA Homeowners/Owners Policy is an optional form of insurance to protect the Purchaser from covered title issues relating to the PropertyAgreement.

Title. Title will be marketable in Seller shall furnish at the time of Closing, subject to the matters set forth in the Preliminary Title Report delivered to Purchaser pursuant to Section 9.c below (the “Preliminary Report”), the documents referred to in Section 9 below and those matters shown on the Map of the Project. Seller, at its expense, will give to Purchaser a title insurance commitment (the "Commitment") issued by a title company of the Seller’s choice (the “Title Company”) to insure the title to the Unit in Purchaser's name for an ALTA Homeowners Policy of Title Insurance (or an ALTA Owner’s Policy of Title Insurance when the ALTA Homeowners Policy of Title Insurance is not applicable for issuance on the transaction), in the amount of the Purchase Price. If the Commitment discloses the existence of any defects in title, from a title company of Purchaser’s choosing. Such title evidence shall be prepared and issued by . Seller shall pay other than those set forth in the state filed title premium for Preliminary Report, the applicable ALTA Homeowners/Owners Policy that is issued at Closing. Purchaser shall pay all other title premiums and costsdocuments referred to in Section 9 below, in excess those matters shown on the final Map of the applicable ALTA Homeowners/Owners Policy premium, including but not limited to all lender required title insurance premiums Project and endorsements, the title commitmentstandard printed exceptions appearing in the Commitment, and the title search/exam cost. The title commitment shall be continued to the date of Closing and shall show record such defects render title to be marketable in any portion of the name of Seller, free Unit unmarketable and clear from material defects, liens and encumbrances, except (a) those created or assumed the defects are not waived by Purchaser, (b) those specifically set forth in this Agreement, (c) those liens and mortgages that will be released at (or before) Closing and removed from title, (d) rights of tenants specifically disclosed to Purchaser in Paragraph 31 or the Leased Property Addendum, (e) zoning ordinances, (f) legal highways, and (g) restrictions and utility easements of record (unless they unreasonably interfere with the location of existing buildings, the present use must give Seller written notice of the Property, or uses which Purchaser has disclosed to Seller in writing). If the title evidence reveals any other title defect(s), Seller shall have thirty defects within seven (307) days after demand by Purchaser receipt of the Commitment. Thereafter, Seller will have forty-five (45) days in which Seller may elect to remove such defect(s) cure the defects and render title marketable or provide title insurance against the defects, and if necessary the Closing shall be delayed postponed accordingly. If Seller is unable fails to cure the defects or unwilling provide title insurance after timely notice of the defects or Seller elects not to remove pursue a cure or title insurance as evidenced by a written notice to Purchaser, Purchaser, as its sole remedy, may elect, within seven (7) days after the defect(searlier of Purchaser’s receipt of Seller’s notice of election not to cure or the end of the forty-five (45) day period, either (a) to terminate this Agreement, in which event all amounts paid to Seller under this Agreement will be returned to Purchaser (other than amounts paid because of changes to the Plans and Specifications requested by Purchaser and allowed by Seller, in its sole discretion, for which Purchaser will continue to be liable), Purchaser and neither party will have any further obligations under this Agreement; (b) with Seller's consent, to grant one or more additional periods of time within which Seller may but shall not be required to attempt to cure, remove or obtain title insurance protection against the exceptions; or (c) to accept title with all defects as shown in the Commitment, without adjustment in the Purchase Price. If Purchaser fails to give timely notice of termination, Purchaser will be deemed to have elected to accept title as shown in the Commitment and to have waived all defects. Purchaser expressly relinquishes and waives any and all other remedies, claims, demands, and causes of action at law or in equity against Seller for failure to deliver marketable title. No equitable title to the Unit will pass to Purchaser until Closing. Promptly following the recording of the final Condominium Map creating the Unit and the Declaration, Seller shall procure a legal description of the Unit and deliver to Purchaser, at least five (5) days before Closing, the Commitment in a revised form, reflecting the final recorded Map, Declaration, the final legal description of the Unit and other reasonable adjustments to the Commitment (the “Final Commitment”), which Final Commitment Purchaser accepts. The Final Commitment will commit to insure marketable title to the Unit in Purchaser, upon payment of the policy premium by Seller and the satisfaction of certain requirements by Seller, subject to such defect(s) or may terminate this Agreement the standard printed exceptions and the termination procedures exceptions accepted by Purchaser pursuant to this Section above. After the Closing, Seller, at its expense, will cause the Title Company to issue to Purchaser a title insurance policy in Paragraph 23 shall applyconformance with the Final Commitment, which title insurance policy will also include “owner’s extended coverage” and delete or insure over standard printed exceptions Nos. The parties recognize and understand that an ALTA Homeowners/Owners Policy is an optional form of insurance to protect the Purchaser from covered title issues relating to the Property1-5.

Title. Seller A. . Buyer shall furnish Purchaser a commitment for an ALTA Homeowners Policy of Title Insurance (or an ALTA Owner’s Policy of Title Insurance when the ALTA Homeowners Policy of Title Insurance is not applicable for issuance on the transaction)order, in the amount of the Purchase Priceat Buyer's expense, from a reputable title insurance company of Purchaser’s choosing. Such Buyer's choice (the "Title Company") a report on title evidence shall be prepared and issued by . Seller shall pay (the state filed title premium "Title Report") for the applicable ALTA Homeowners/Owners Policy that is issued at Closing. Purchaser shall pay all other title premiums Property and costs, in excess of a survey (the applicable ALTA Homeowners/Owners Policy premium, including but not limited to all lender required title insurance premiums and endorsements, the title commitment, and the title search/exam cost. The title commitment shall be continued to the date of Closing and shall show record title to be marketable in the name of Seller, free and clear from material defects, liens and encumbrances, except (a"Survey") those created or assumed by Purchaser, (b) those specifically set forth in this Agreement, (c) those liens and mortgages that will be released at (or before) Closing and removed from title, (d) rights of tenants specifically disclosed to Purchaser in Paragraph 31 or the Leased Property Addendum, (e) zoning ordinances, (f) legal highways, and (g) restrictions and utility easements of record (unless they unreasonably interfere with the location of existing buildings, the present use of the Property, which Survey shall reflect the actual dimensions of, and the gross area within, the Property, the location of any easements, rights-of- way, setback lines, encroachments, or uses which Purchaser has disclosed overlaps thereon or thereover, and the outside boundary lines of any improvements. Not later than fifteen days prior to the expiration of the Feasibility Study Period, Buyer shall give notice to Seller in writing)of any objections to or defects of title disclosed by the Title Report or Survey. If such notice is not given, Buyer shall be deemed to accept title to the Property in its condition existing as of the Effective Date. Within ten ( 10) days after receiving notification of any objectionable title evidence reveals any other title defect(s)items from Buyer, Seller shall give notice to Buyer as to whether Seller shall cure or cause the cure of such objections to title. In the event that Seller elects to remove or cause the removal of such noted exceptions, Seller shall exercise diligent, good faith efforts to do so. If such notice is not given or in the event that Seller declines to cure or cause the cure of all items or if Seller (despite Seller's diligent, good faith efforts) is unable within the permitted time period to cure all items Seller has elected to cure, then Buyer shall have thirty the option, to be exercised by written notice to Seller within five (305) days after demand receipt of Seller's notice of Seller's unwillingness or inability to cure the objectionable title items or the date Seller was to have provided notice to Buyer as provided for herein, to (i) accept title as shown by Purchaser the Title Report and proceed to remove such defect(sClosing hereunder, OR (ii) and Closing terminate this Contract by giving notice of Buyer's intention to terminate, in which event the Deposit shall be delayed accordinglyreturned to Buyer, and thereafter neither party shall have any further liability hereunder except for those obligations which specifically survive such termination. If Seller is unable or unwilling Buyer fails to remove the defect(smake an election within such five (5) day period, then Buyer shall be deemed to have elected item (ii), Purchaser may accept title subject to such defect(s) or may terminate this Agreement and the termination procedures in Paragraph 23 shall apply. The parties recognize and understand that an ALTA Homeowners/Owners Policy is an optional form of insurance to protect the Purchaser from covered title issues relating to the Property.

Title. On or before the end of the Due Diligence Period, Purchaser, at its sole expense, may obtain a title search and survey of the Property and shall notify Seller, in writing, of any title or survey matters as to which Purchaser may object, provided that, with respect to such encumbrances or defects as arise after the date of such notice, Purchaser must notify Seller within five (5) business days after it has actual notice of such encumbrance or defect. Seller shall furnish have a period of fifteen (15) days after receipt of any such objections in which to elect to notify Purchaser a commitment for an ALTA Homeowners Policy that Seller will attempt to remedy any or all of Title Insurance (the matters as to which Purchaser has objected. Seller shall not be obligated to expend funds to cure any title matter objected to by Purchaser, other than monetary liens and encumbrances created by the actions or an ALTA Owner’s Policy omissions of Title Insurance when Seller that are capable of being removed by the ALTA Homeowners Policy payment of Title Insurance is not applicable for issuance on the transaction), in the amount cash at Closing out of the Purchase Price, from a title company but expressly excluding the Assumed Mortgage Debt or any Permitted Encumbrance. All matters of Purchaser’s choosing. Such title evidence shall be prepared and issued by . Seller shall pay the state filed title premium for the applicable ALTA Homeowners/Owners Policy that is issued at Closing. Purchaser shall pay all other title premiums and costs, in excess record as of the applicable ALTA Homeowners/Owners Policy premium, including but not limited to all lender required title insurance premiums and endorsements, the title commitment, and the title search/exam cost. The title commitment shall be continued to the date of Purchaser's initial title search with respect to which Purchaser fails to object to prior to the expiration of the Due Diligence Period, or with respect to which Purchaser timely objects but Seller fails to undertake to remedy as provided above, other than monetary liens and encumbrances created by the actions or omissions of Seller that are capable of being removed by the payment of cash at Closing out of the Purchase Price (but expressly excluding the Assumed Mortgage Debt or any Permitted Encumbrance), shall be deemed to constitute Permitted Encumbrances as provided in Section 5 hereof, subject to Purchaser's termination right provided below. Unless Seller has so notified Purchaser that Seller will attempt to remedy all such objections, Purchaser shall have ten (10) business days after (i) being notified by Seller that it will not remedy all such objections or (ii) the expiration of such fifteen (15) day period without receiving any notification from Seller of its intentions to remedy such objections, in which Purchaser shall either: (i) terminate this Agreement in writing, with the Deposit handled in the manner contemplated in Section 2(a) hereof; or (ii) be deemed to accept title and the survey subject to the noted objections, other than (1) those which Seller has expressly agreed in writing to remedy, and (2) monetary liens and encumbrances created by the actions or omissions of Seller that are capable of being removed by the payment of cash at Closing out of the Purchase Price, but expressly excluding the Assumed Mortgage Debt or any Permitted Encumbrance (which liens and encumbrances shall show record be removed by appropriate diminution of the Purchase Price at the Closing). If at the Closing Seller shall be unable to convey good and marketable title to be marketable in the name of Seller, Property free and clear from material defectsof such encumbrances or defects after diligent, good faith efforts to do so (Seller shall not be obligated to expend funds to cure such encumbrances or defects other than as provided above with respect to monetary liens and encumbrances), except which title shall be insurable as such by a reputable title insurance company and at standard rates, without exceptions (aother than the Permitted Encumbrances) those created which would adversely affect the use of the Premises as an apartment complex, Purchaser shall have the option either of accepting such title as Seller can convey with no diminution of the Purchase Price to reflect such encumbrances or assumed by Purchaserdefects, (b) those specifically set forth in or of terminating this Agreement, (c) those liens and mortgages that will in which event the Deposit shall be released at (or before) Closing and removed from title, (d) rights of tenants specifically disclosed returned to Purchaser in Paragraph 31 or the Leased Property Addendum, (e) zoning ordinances, (f) legal highways, and (g) restrictions and utility easements of record (unless they unreasonably interfere with the location of existing buildings, the present use of the Property, or uses which neither Purchaser has disclosed to Seller in writing). If the title evidence reveals any other title defect(s), nor Seller shall have thirty (30) days after demand by Purchaser to remove such defect(s) and Closing shall be delayed accordingly. If Seller is unable any further rights or unwilling to remove the defect(s), Purchaser may accept title subject to such defect(s) or may terminate obligations under this Agreement and the termination procedures in Paragraph 23 shall apply. The parties recognize and understand that an ALTA Homeowners/Owners Policy is an optional form of insurance to protect the Purchaser from covered title issues relating to the PropertyAgreement.

Title. Seller Lessee shall furnish Purchaser promptly order at its sole cost and expense (i) a current commitment for an ALTA Homeowners Policy owner’s and/or leasehold title insurance covering the Premises and all beneficial easements and (ii) a current instrument survey dated after the date of Title Insurance this Lease certified to Lessee and Lessee’s title insurer prepared by a licensed land surveyor according to 2011 ALTA/ASCM Standards showing the boundaries of the Premises, the location of any easements (or an ALTA Owner’s Policy of Title Insurance when the ALTA Homeowners Policy of Title Insurance is not applicable for issuance on the transactionbenefiting and burdening), rights-of-way, improvements and encroachments thereon and certifying the number of acres (the “Survey”). Lessee may order at its sole cost and expense UCC and other searches. Lessee shall have the right to raise objections to the status of title to the Premises. Without limitation, one or more liens, encumbrances, restrictions, covenants, easements, rights of way or other matters affecting title shall constitute title defects to which Lessee may object, in Lessee’s sole and absolute discretion. If Lessee raises any objections to title to the Premises, Lessee shall notify Lessor, in writing, of such objections no later than the end of the Inspection Period (“Title Objection Notice”) and if Lessee fails to provide such notice it shall be deemed to have waived any and all title objections except for “Must Cure Obligations” (as hereinafter defined). Lessor shall notify Lessee, in writing, within three (3) business days after Lessor’s receipt of the Title Objection Notice (“Title Response”) stating (i) which objections Lessor shall cure and (ii) which objections Lessor has elected not to cure. If Lessor fails to furnish the Title Response to Lessee within such three (3) business day period, Lessor shall be deemed to have elected not to cure any of Lessee’s title objections. If Lessor elects in the amount Title Response not to cure all of Lessee’s title objections set forth in the Title Objection Notice, Lessee may terminate this Lease by providing written notice to Lessor within three (3) business days following Lessee’s receipt of the Purchase PriceTitle Response. If Lessor does not furnish Lessee with a Title Response within the aforementioned three (3) business day period, from Lessee may terminate this Lease by providing written notice to Lessor no later than five (5) business days after the end of the Inspection Period. If Lessor does furnish Lessee with a written response to the Title Objection Notice, but Lessor fails to cure by the Commencement Date any and all of Lessee’s title company of Purchaser’s choosingobjections that Lessor indicated in its Title Response that Lessor would cure, then Lessee may terminate this Lease on written notice to Lessor. Such If Lessee does not terminate this Lease as provided in this Section 8, such uncured title evidence objections, other than Must Cure Obligations, shall be prepared deemed to be “Accepted Encumbrances” acceptable to Lessee and issued shall no longer be deemed objections to title. Notwithstanding anything to the contrary herein, Lessor shall be obligated to cure the Must Cure Obligations by the Commencement Date, except for any mortgages for which Lessor obtains a Non-Disturbance Agreement. Seller If Lessee exercises the Purchase Option, Lessor shall pay be obligated, no later than the state filed title premium for the applicable ALTA Homeowners/Owners Policy that is issued at Closing. Purchaser shall pay all other title premiums and costs, in excess closing of the applicable ALTA Homeowners/Owners Policy premiumsale of the Premises to Lessee, including but to satisfy, terminate, defease and discharge (and same not limited being raised as an exception to title shall be deemed Lessor’s compliance), any and all lender required title insurance premiums (a) mortgages, deeds of trust, assignments of leases and endorsementsrents, financing statements and other financing liens and (b) mechanic’s liens, judgment liens and other monetary liens created by Lessor (collectively “Must Cure Obligations”). If Lessee exercises the Purchase Option, and if Lessor has elected not to cure or does not cure on or before the closing of the sale of the Premises to Lessee, the title commitmentobjections raised by Lessee as well as the Must Cure Obligations, other than Permitted Encumbrances, then Lessee may terminate this Lease and the Purchase Agreement by providing written notice to Lessor. Prior to the Commencement Date and the issuance of Lessee’s policy of leasehold title insurance, Lessee may raise title objections that arise subsequent to the issuance of Lessee’s title commitment and Lessee’s Survey, and may terminate this Lease, if such title exceptions and/or defects were not disclosed in the title search/exam cost. The initial title commitment shall be continued and initial survey, and are not cured by Lessor prior to the date Commencement Date. For purposes of Closing and this Lease, “Permitted Encumbrances” shall show record title to be marketable in the name of Seller, free and clear from material defects, liens and encumbrances, except mean (a) those created or assumed by Purchaserthe XXX Documents, (b) those specifically set forth in this Agreementencumbrances caused by the acts or omissions of Lessee, (c) those liens any title exceptions disclosed in Lessee’s title insurance commitment, or matters shown on the Survey, to which Lessee does not object, and mortgages that will be released at (or before) Closing and removed from title, (d) rights of tenants specifically disclosed to Purchaser in Paragraph 31 or the Leased Property Addendum, (e) zoning ordinances, (f) legal highways, and (g) restrictions and utility easements of record (unless they unreasonably interfere with the location of existing buildings, the present use of the Property, or uses which Purchaser has disclosed to Seller in writing). If the title evidence reveals any other title defect(s), Seller shall have thirty (30) days after demand by Purchaser to remove such defect(s) and Closing shall be delayed accordingly. If Seller is unable or unwilling to remove the defect(s), Purchaser may accept title subject to such defect(s) or may terminate this Agreement and the termination procedures in Paragraph 23 shall apply. The parties recognize and understand that an ALTA Homeowners/Owners Policy is an optional form of insurance to protect the Purchaser from covered title issues relating to the PropertyAccepted Encumbrances.

Title. 9.1 The Seller shall furnish Purchaser a commitment for an ALTA Homeowners Policy of Title Insurance (or an ALTA Owner’s Policy of Title Insurance when and the ALTA Homeowners Policy of Title Insurance is not applicable for issuance on the transaction), in the amount Buyer agree that ownership of the Purchase Price, from a title company of Purchaser’s choosing. Such title evidence Goods shall be prepared and issued by . Seller shall pay the state filed title premium for the applicable ALTA Homeowners/Owners Policy that is issued at Closing. Purchaser shall pay all other title premiums and costs, in excess of the applicable ALTA Homeowners/Owners Policy premium, including but not limited to all lender required title insurance premiums and endorsements, the title commitment, and the title search/exam cost. The title commitment shall be continued to the date of Closing and shall show record title to be marketable in the name of Seller, free and clear from material defects, liens and encumbrances, except pass until: (a) those created or assumed by Purchaser, the Buyer has paid the Seller all amounts owing to the Seller; and (b) those specifically set forth the Buyer has met all of its other obligations to the Seller. 9.2 Receipt by the Seller of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honoured, cleared or recognised. 9.3 It is further agreed that until ownership of the Goods passes to the Buyer in this Agreementaccordance with clause 9.1: (a) the Buyer is only a bailee of the Goods and must return the Goods to the Seller on request; (b) the Buyer holds the benefit of the Buyer’s insurance of the Goods on trust for the Seller and must pay to the Seller the proceeds of any insurance in the event of the Goods being lost, damaged or destroyed; (c) those liens the Buyer must not sell, dispose, or otherwise part with possession of the Goods other than in the ordinary course of business and mortgages that will be released at (for market value. If the Buyer sells, disposes or before) Closing parts with possession of the Goods then the Buyer must hold the proceeds of any such act on trust for the Seller and removed from title, must pay or deliver the proceeds to the Seller on demand; (d) rights the Buyer should not convert or process the Goods or intermix them with other goods but if the Buyer does so then the Buyer holds the resulting product on trust for the benefit of tenants specifically disclosed the Seller and must sell, dispose of or return the resulting product to Purchaser in Paragraph 31 or the Leased Property Addendum, Seller as it so directs; (e) zoning ordinances, the Buyer irrevocably authorises the Seller to enter any premises where the Seller believes the Goods are kept and recover possession of the Goods; (f) legal highways, and the Seller may recover possession of any Goods in transit whether or not Delivery has occurred; (g) restrictions and utility easements of record (unless the Buyer shall not charge or grant an encumbrance over the Goods nor grant nor otherwise give away any interest in the Goods while they unreasonably interfere with remain the location of existing buildings, the present use property of the Property, or uses which Purchaser Seller; (h) the Seller may commence proceedings to recover the Price of the Goods sold notwithstanding that ownership of the Goods has disclosed to Seller in writing). If the title evidence reveals any other title defect(s), Seller shall have thirty (30) days after demand by Purchaser to remove such defect(s) and Closing shall be delayed accordingly. If Seller is unable or unwilling to remove the defect(s), Purchaser may accept title subject to such defect(s) or may terminate this Agreement and the termination procedures in Paragraph 23 shall apply. The parties recognize and understand that an ALTA Homeowners/Owners Policy is an optional form of insurance to protect the Purchaser from covered title issues relating not passed to the PropertyBuyer.

Title. Title will be marketable in Seller shall furnish at the time of Closing, subject to the matters set forth in the Preliminary Title Report delivered to Purchaser pursuant to Section 9.c below (the “Preliminary Report”), the documents referred to in Section 9 below and those matters shown on the Map of the Project. Seller, at its expense, will give to Purchaser a title insurance commitment (the "Commitment") issued by a title company of the Seller’s choice (the “Title Company”) to insure the title to the Unit in Purchaser's name for an ALTA Homeowners Policy of Title Insurance (or an ALTA Owner’s Policy of Title Insurance when the ALTA Homeowners Policy of Title Insurance is not applicable for issuance on the transaction), in the amount of the Purchase Price. If the Commitment discloses the existence of any defects in title, from other than those set forth in the Preliminary Report, the documents referred to in Section 9 below, those matters shown on the final Map of the Project and the standard printed exceptions appearing in the Commitment, and such defects render title to any portion of the Unit unmarketable and the defects are not waived by Purchaser, Purchaser must give Seller written notice of the title defects within seven (7) days after receipt of the Commitment. Thereafter, Seller will have forty-five (45) days in which Seller may elect to cure the defects and render title marketable or provide title insurance against the defects, and if necessary the Closing shall be postponed accordingly. If Seller fails to cure the defects or provide title insurance after timely notice of the defects or Seller elects not to pursue a cure or title company insurance as evidenced by a written notice to Purchaser, Purchaser, as its sole remedy, may elect, within seven (7) days after the earlier of Purchaser’s choosingreceipt of Seller’s notice of election not to cure or the end of the forty-five (45) day period, either (a) to terminate this Agreement, in which event all amounts paid to Seller under this Agreement will be returned to Purchaser (other than amounts paid because of changes to the Plans and Specifications requested by Purchaser and allowed by Seller, in its sole discretion, for which Purchaser will continue to be liable), and neither party will have any further obligations under this Agreement; (b) with Seller's consent, to grant one or more additional periods of time within which Seller may but shall not be required to attempt to cure, remove or obtain title insurance protection against the exceptions; or (c) to accept title with all defects as shown in the Commitment, without adjustment in the Purchase Price. Such If Purchaser fails to give timely notice of termination, Purchaser will be deemed to have elected to accept title evidence shall be prepared as shown in the Commitment and issued by to have waived all defects. Purchaser expressly relinquishes and waives any and all other remedies, claims, demands, and causes of action at law or in equity against Seller shall pay for failure to deliver marketable title. Purchaser acknowledges and agrees that Purchaser has no equitable title or other interest in or to the state filed Unit prior to Closing and that such title premium for the applicable ALTA Homeowners/Owners Policy that is issued at and interest will not pass to Purchaser until Closing. Purchaser shall pay all acknowledges and accepts that there will likely be recorded against the Project additional easements and/or other documents that do not render title premiums to the Unit unmarketable, and costs, in excess that such recordings are permissible. Promptly following the recording of the applicable ALTA Homeowners/Owners Policy premium, including but not limited to all lender required title insurance premiums and endorsementsCondominium Map creating the Unit (as applicable, the title commitment, and the title search/exam cost. The title commitment shall be continued to the date of Closing and shall show record title to be marketable in the name of Seller, free and clear from material defects, liens and encumbrances, except (a) those created or assumed by Purchaser, (b) those specifically set forth in this Agreement, (c) those liens and mortgages that will be released at (or before) Closing and removed from title, (d) rights of tenants specifically disclosed to Purchaser in Paragraph 31 first Condominium Map or the Leased Property Addendum, (e) zoning ordinances, (f) legal highways, and (g) restrictions and utility easements of record (unless they unreasonably interfere with the location of existing buildings, the present use of the Property, or uses which Purchaser has disclosed to Seller in writing). If the title evidence reveals any other title defect(ssubsequent Supplemental Map for Stratos), Seller shall have thirty procure a legal description of the Unit and deliver to Purchaser, at least five (305) days after demand before Closing, the Commitment in a revised form, reflecting the applicable recorded Map, Declaration, the final legal description of the Unit and other reasonable adjustments to the Commitment (the “Final Commitment”), which Final Commitment Purchaser accepts. The Final Commitment will commit to insure marketable title to the Unit in Purchaser, upon payment of the policy premium by Seller and the satisfaction of certain requirements by Seller, subject to the standard printed exceptions and the exceptions deemed accepted by Purchaser pursuant to remove this Section above, which shall not include any deed of trust in favor of Seller’s lender, if any. Seller specifically acknowledges and agrees that the Unit must be released from any such defect(s) deed of trust at or prior to Closing and Closing shall be delayed accordinglythat Seller will take all action required by Seller’s lender to accomplish the same. If Seller is unable After the Closing, Seller, at its expense, will cause the Title Company to issue to Purchaser a title insurance policy in conformance with the Final Commitment, which title insurance policy will also include “owner’s extended coverage” and delete or unwilling to remove the defect(s), Purchaser may accept title subject to such defect(s) or may terminate this Agreement and the termination procedures in Paragraph 23 shall applyinsure over standard printed exceptions Nos. The parties recognize and understand that an ALTA Homeowners/Owners Policy is an optional form of insurance to protect the Purchaser from covered title issues relating to the Property1-5.

Title. Title will be marketable in Seller shall furnish at the time of Closing, subject to the matters set forth in Exhibit B attached hereto and incorporated herein (the “Permitted Exceptions”), the documents referred to in Section 9 below and those matters shown on the Map of the Project. Seller, at its expense, will give to Purchaser a title insurance commitment (the "Commitment") issued by Land Title Guarantee Company (the “Title Company”) to insure the title to the Unit in Purchaser's name for an ALTA Homeowners Policy of Title Insurance (or an ALTA Owner’s Policy of Title Insurance when the ALTA Homeowners Policy of Title Insurance is not applicable for issuance on the transaction), in the amount of the Purchase Price. If the Commitment discloses the existence of any defects in title, from a title company of Purchaser’s choosing. Such title evidence shall be prepared and issued by . Seller shall pay other than the state filed title premium for Permitted Exceptions, the applicable ALTA Homeowners/Owners Policy that is issued at Closing. Purchaser shall pay all other title premiums and costsdocuments referred to in Section 8 below, in excess those matters shown on the final Map of the applicable ALTA Homeowners/Owners Policy premium, including but not limited to all lender required title insurance premiums Project and endorsements, the title commitmentstandard printed exceptions appearing in the Commitment, and the title search/exam cost. The title commitment shall be continued to the date of Closing and shall show record such defects render title to be marketable in any portion of the name of Seller, free Unit unmarketable and clear from material defects, liens and encumbrances, except (a) those created or assumed the defects are not waived by Purchaser, (b) those specifically set forth in this Agreement, (c) those liens and mortgages that will be released at (or before) Closing and removed from title, (d) rights of tenants specifically disclosed to Purchaser in Paragraph 31 or the Leased Property Addendum, (e) zoning ordinances, (f) legal highways, and (g) restrictions and utility easements of record (unless they unreasonably interfere with the location of existing buildings, the present use must give Seller written notice of the Property, or uses which Purchaser has disclosed to Seller in writing). If the title evidence reveals any other title defect(s), Seller shall have thirty defects within seven (307) days after demand by Purchaser receipt of the Commitment. Thereafter, Seller will have forty-five (45) days in which Seller may elect to remove such defect(s) cure the defects and render title marketable or provide title insurance against the defects and, if necessary, the Closing shall be delayed postponed accordingly. If Seller is unable fails to cure the defects or unwilling provide title insurance after timely notice of the defects or Seller elects not to pursue a cure or title insurance as evidenced by a written notice to Purchaser, Purchaser, as its sole remedy, may elect, within seven (7) days after the earlier of Purchaser’s receipt of Seller’s notice of election not to cure or the end of the forty-five (45) day period, either (a) to terminate this Agreement, in which event all amounts paid to Seller under this Agreement will be returned to Purchaser, and neither party will have any further obligations under this Agreement; (b) with Seller's consent, to grant one or more additional periods of time within which Seller may but shall not be required to attempt to cure, remove or obtain title insurance protection against the defect(sexceptions; or (c) to accept title with all defects as shown in the Commitment, without adjustment in the Purchase Price. If Purchaser fails to give timely notice of termination, Purchaser will be deemed to have elected to accept title as shown in the Commitment and to have waived all defects. Purchaser expressly relinquishes and waives any and all other remedies, claims, demands, and causes of action at law or in equity against Seller for failure to deliver marketable title. No equitable title to the Unit will pass to Purchaser until Closing. Purchaser acknowledges and accepts that there will likely be recorded against the Project additional easements and/or other documents that do not render title to the Unit unmarketable, and that such recordings are permissible. Following the recording of the final Condominium Map creating the Unit and the Declaration, Seller shall procure a legal description of the Unit and deliver to Purchaser, at least five (5) business days before Closing, the Commitment in a revised form, reflecting the final recorded Map, Declaration, the final legal description of the Unit and other reasonable adjustments to the Commitment (the “Final Commitment”), which Final Commitment Purchaser may accept accepts. The Final Commitment will commit to insure marketable title to the Unit in Purchaser, upon payment of the policy premium by Seller and the satisfaction of certain requirements by Seller, subject to such defect(s) or may terminate this Agreement the standard printed exceptions and the termination procedures exceptions accepted by Purchaser pursuant to this Section above. After the Closing, Seller, at its expense, will cause the Title Company to issue to Purchaser a title insurance policy in Paragraph 23 shall applyconformance with the Final Commitment, which title insurance policy will also include “owner’s extended coverage” and delete or insure over standard printed exceptions Nos. The parties recognize and understand that an ALTA Homeowners/Owners Policy is an optional form of insurance to protect the Purchaser from covered title issues relating to the Property1-5.

Title. Seller During the Inspection Period, Purchaser shall furnish Purchaser procure a title insurance commitment for an ALTA Homeowners Policy of Title Insurance (or an ALTA Owner’s Policy of Title Insurance when the ALTA Homeowners Policy of Title Insurance is not applicable for issuance on the transaction), in the amount of the Purchase Price, Price covering the Property issued by the Title Company (the “Title Commitment”) and furnish a copy thereof to Seller. Purchaser shall have 10 days after receipt of the Title Commitment from Title Company to object to any matters shown on the Title Commitment or Survey by written notice to Seller (“Title Objection Notice”). Purchaser may also object to any new matters thereafter revealed by a title company update by subsequent Title Objection Notice to Seller. Within five (5) business days after receipt of Purchaser’s choosing. Such title evidence shall be prepared and issued by . Seller shall pay the state filed title premium for the applicable ALTA Homeowners/Owners Policy that is issued at Closing. Purchaser shall pay all other title premiums and costs, in excess of the applicable ALTA Homeowners/Owners Policy premium, including but not limited to all lender required title insurance premiums and endorsements, the title commitment, and the title search/exam cost. The title commitment shall be continued to the date of Closing and shall show record title to be marketable in the name of Seller, free and clear from material defects, liens and encumbrances, except (a) those created or assumed by Purchaser, (b) those specifically set forth in this Agreement, (c) those liens and mortgages that will be released at (or before) Closing and removed from title, (d) rights of tenants specifically disclosed to Purchaser in Paragraph 31 or the Leased Property Addendum, (e) zoning ordinances, (f) legal highways, and (g) restrictions and utility easements of record (unless they unreasonably interfere with the location of existing buildings, the present use of the Property, or uses which Purchaser has disclosed to Seller in writing). If the title evidence reveals any other title defect(s)Title Objection Notice, Seller shall either (i) deliver written notice to Purchaser of any title or Survey objections which Seller elects not to cure, or (ii) cure or satisfy such objections (or commence to cure or satisfy such objections as long as Seller reasonably believes such objections may be cured or satisfied at least two (2) business days prior to Closing). In the event that Seller does not deliver written notice to Purchaser of any title or Survey objections which Seller elects not to cure within such five (5) day period, Seller shall be deemed to have thirty elected to cure all such objections. Within five (305) business days after demand by Purchaser receipt of Seller’s written notification that Seller elects not to remove such defect(s) and Closing shall be delayed accordingly. If Seller is unable cure a title or unwilling to remove the defect(s)Survey objection, Purchaser may accept title subject to such defect(s) or may terminate this Agreement and receive a full refund of the termination procedures Xxxxxxx Money by delivering written notice thereof to Seller. If Purchaser does not so terminate this Agreement, then any such title or Survey objection which Seller elects not to cure shall be deemed waived by Purchaser and shall be an additional Permitted Exception. If any objection which Seller elects to cure is not satisfied by Seller at least two (2) business days before the scheduled date of Closing, Purchaser shall have the right to terminate this Agreement, in Paragraph 23 which case the Xxxxxxx Money shall applybe returned to Purchaser and neither party shall have any further rights, obligations or duties under this Agreement. The parties recognize If Seller does cure or satisfy the objections at least two (2) business days prior to Closing, then this Agreement shall continue in effect. Any exception to or defect in title which Purchaser shall elect to waive, or which is otherwise acceptable to Purchaser, shall be deemed an additional Permitted Exception to title at Closing. Seller covenants and understand that an ALTA Homeowners/Owners Policy is an optional form of insurance agrees not to protect the Purchaser from covered alter or encumber in any way Seller’s title issues relating to the PropertyProperty after the date hereof. Notwithstanding anything in this Agreement to the contrary, Seller shall cause any deed of trust, mortgage, deed to secure debt, judgment or other lien for a liquidated sum encumbering the Property to be released at or before Closing.

Title. Seller shall furnish The Purchaser a commitment agrees to take title to the Property subject to all restrictions, easements, encroachment agreements, existing encroachments from neighbouring properties, conditions or covenants that run with the Lands, noise attenuation agreements, and subject to all rights, licences and easements now registered or to be registered hereafter for an ALTA Homeowners Policy the supply and installation of Title Insurance telephone services, electricity, gas, sewers, water, television and/or cable facilities and other services to or for the benefit of the Condominium or any adjacent or neighbouring properties, or which may be required by the Vendor, the Declarant, or any owners of neighbouring or adjacent properties for access to or entry from such properties (including, without limitation, easements, rights of way, reciprocal easements and cost sharing agreements, and/or other agreements for access, service, support or an ALTA Owner’s Policy of Title Insurance when the ALTA Homeowners Policy of Title Insurance is not applicable for issuance on the transactionother amenities), and further subject to all development, site plan, subdivision or other municipal agreements or similar agreements entered into with any other governmental authorities and any agreements by which the Condominium may agree to comply with the terms thereof (all such agreements being hereinafter collectively referred to as the “Development Agreements”), and subject to the terms and conditions contained in the amount registered Condominium Documents (being any and all documents which are or will be registered by the Declarant to create and govern the Condominium) and pursuant to any of the Purchase PriceCondominium Documents. The Purchaser further agrees to accept title to the Property subject to the Condominium Documents being registered on title, notwithstanding that they may be amended and varied from a title company of Purchaser’s choosingthe proposed Condominium Documents which were given to the Purchaser when entering into this Agreement. Such title evidence shall be prepared The Purchaser further acknowledges that the registered Condominium Documents and issued by . Seller shall pay the state filed title premium final budget statement for the applicable ALTA Homeowners/Owners Policy that is issued at Closing. Purchaser shall pay all other title premiums and costs, in excess one (1) year period immediately following registration of the applicable ALTA Homeowners/Owners Policy premium, including but not limited Condominium may vary from the proposed Condominium Documents and budget statement given to all lender required title insurance premiums and endorsements, the title commitmentPurchaser when entering into this Agreement, and the title search/exam costPurchaser hereby acknowledges and agrees that in the event there is a material amendment to any of them, the Purchaser’s only remedies shall be those provided by the Act, notwithstanding any rule of law or equity to the contrary. The Vendor shall not be obligated to obtain nor register on title commitment shall be continued to the date Property a release of Closing any of the Development Agreements or of the aforementioned registered restrictions or covenants, and the Purchaser shall show record title satisfy himself as to the compliance therewith. The Purchaser agrees to observe and comply with the terms and provisions of the Development Agreements and all restrictions and covenants registered on title. The Purchaser further acknowledges and agrees that retention by the municipality or by any other relevant governmental authorities of security (in the form of letters of credit, performance bonds, etc. satisfactory to such municipality or governmental authorities) intended to guarantee the fulfillment of any outstanding obligations under the Development Agreements shall, for the purposes of the purchase and sale transaction contemplated hereunder, be deemed to be marketable in the name of Seller, free and clear from material defects, liens and encumbrances, except (a) those created or assumed by Purchaser, (b) those specifically set forth in this Agreement, (c) those liens and mortgages that will be released at (or before) Closing and removed from title, (d) rights of tenants specifically disclosed to Purchaser in Paragraph 31 or the Leased Property Addendum, (e) zoning ordinances, (f) legal highways, and (g) restrictions and utility easements of record (unless they unreasonably interfere satisfactory compliance with the location of existing buildings, the present use terms and provisions of the Property, or uses which Development Agreements. The Purchaser has disclosed further agrees to Seller in writing). If the title evidence reveals any other title defect(s), Seller shall have thirty (30) days after demand by Purchaser to remove such defect(s) and Closing shall be delayed accordingly. If Seller is unable or unwilling to remove the defect(s), Purchaser may accept title subject to such defect(s) one or may terminate this Agreement more blanket mortgages encumbering the Property, and the termination procedures in Paragraph 23 Purchaser agrees that the Vendor shall applynot be obliged to obtain and register (partial) discharges of such mortgages on the Title Closing Date. The parties recognize Purchaser agrees to accept an undertaking from the Vendor’s solicitor to obtain and understand that an ALTA Homeowners/Owners Policy is an optional form register partial discharges of insurance such mortgages, insofar as they encumber the Property, as soon as reasonably possible after the Title Closing Date, subject to protect the Vendor providing to the Purchaser or to the Purchaser’s solicitor the following: (i) a mortgage statement or letter from covered title issues relating the mortgagee(s) confirming the amount required to be paid to the mortgagee(s) to obtain a discharge (or partial discharge) of the mortgage with respect to the Property; (ii) a direction from the Vendor to the Purchaser to pay said amount(s) to the mortgagee(s) on the Title Closing Date to obtain a discharge (or partial discharge) of the mortgage(s) with respect to the Property; and (iii) an undertaking from the Vendor’s solicitors to deliver said amount(s) to the mortgagee(s) and to register the discharge (or partial discharge) of the mortgage(s) with respect to the Property upon receipt thereof and to advise the Purchaser or the Purchaser’s solicitors concerning registration particulars.

Title. Title will be marketable in Seller shall furnish at the time of Closing, subject to the matters set forth in the Preliminary Title Report delivered to Purchaser pursuant to Section 9.c below (the “Preliminary Report”), the documents referred to in Section 9 below and those matters shown on the Map of the Project. Seller, at its expense, will give to Purchaser a title insurance commitment (the "Commitment") issued by the Title Company to insure the title to the Unit in Purchaser’s name for an ALTA Homeowners Policy of Title Insurance (or an ALTA Owner’s Policy of Title Insurance when the ALTA Homeowners Policy of Title Insurance is not applicable for issuance on the transaction), in the amount of the Purchase Price. If the Commitment discloses the existence of any defects in title, from a other than those set forth in the Preliminary Report, the documents referred to in Section 9 below and the standard printed exceptions appearing in the Commitment, and such defects render title company of Purchaser’s choosing. Such title evidence shall be prepared and issued by . Seller shall pay the state filed title premium for the applicable ALTA Homeowners/Owners Policy that is issued at Closing. Purchaser shall pay all other title premiums and costs, in excess to any portion of the applicable ALTA Homeowners/Owners Policy premium, including but not limited to all lender required title insurance premiums and endorsements, the title commitment, Unit unmarketable and the title search/exam cost. The title commitment shall be continued to the date of Closing and shall show record title to be marketable in the name of Seller, free and clear from material defects, liens and encumbrances, except (a) those created or assumed defects are not waived by Purchaser, (b) those specifically set forth in this Agreement, (c) those liens and mortgages that will be released at (or before) Closing and removed from title, (d) rights of tenants specifically disclosed to Purchaser in Paragraph 31 or the Leased Property Addendum, (e) zoning ordinances, (f) legal highways, and (g) restrictions and utility easements of record (unless they unreasonably interfere with the location of existing buildings, the present use must give Seller written notice of the Property, or uses which Purchaser has disclosed to Seller in writing). If the title evidence reveals any other title defect(s), Seller shall have thirty defects within three (303) days after demand by Purchaser receipt of the Commitment (or receipt of any revised Commitment listing new exceptions to remove such defect(stitle). Thereafter, Seller will have fifteen (15) days in which Seller may elect to cure the defects and render title marketable or provide title insurance against the defects, and if necessary the Closing shall be delayed postponed accordingly. If Seller is unable fails to cure the defects or unwilling provide title insurance after timely notice of the defects or Seller elects not to pursue a cure or title insurance as evidenced by a written notice to Purchaser, Purchaser, as its sole remedy, may elect, within three (3) days after the earlier of Purchaser’s receipt of Seller’s notice of election not to cure or the end of the fifteen (15) day period, either (a) to terminate this Agreement, in which event all amounts paid to Seller under this Agreement will be returned to Purchaser, and neither party will have any further obligations under this Agreement; (b) with Seller’s consent, to grant one or more additional periods of time within which Seller may but shall not be required to attempt to cure, remove or obtain title insurance protection against the defect(s)exceptions; or (c) to accept title with all defects as shown in the Commitment, without adjustment in the Purchase Price. If Purchaser fails to give timely notice of termination, Purchaser may will be deemed to have elected to accept title subject as shown in the Commitment and to such defect(s) have waived all defects. Purchaser expressly relinquishes and waives any and all other remedies, claims, demands, and causes of action at law or may terminate this Agreement and the termination procedures in Paragraph 23 shall applyequity against Seller for failure to deliver marketable title. The parties recognize and understand that an ALTA Homeowners/Owners Policy is an optional form of insurance to protect the Purchaser from covered No equitable title issues relating to the PropertyUnit will pass to Purchaser until Closing.

Title. Buyer may elect to notify Seller of any “Title Objections” in accordance with the provisions of this Section 7. (a) No later than thirty (30) days after Buyer receives a fully executed copy of this Agreement, Buyer may obtain a Buyer’s title commitment (the “Title Commitment”) for the Property issued by a reputable title insurance company in the amount of the Purchase Price, and within fifteen (15) days after Buyer’s receipt of such commitment shall notify Seller of any matters reported in the Title Commitment that would make title to the Property unmarketable or uninsurable under an ALTA owner’s title insurance policy or that would adversely affect the use of the Property for the Intended Use in the reasonable opinion of Buyer (such matters are referred to herein as the “Title Objections”). (b) The Seller shall furnish Purchaser have a commitment reasonable time (up to 30 days) to cure any Title Objections, but Seller shall have the option of declining to cure any Title Objection by providing written notice thereof to Buyer within thirty (30) days after receipt of Buyer’s written notice of such Title Objections, and if the Seller declines to cure any Title Objection or does not cure any Title Objections that it has agreed to cure, the Buyer shall have the right either to waive its Title Objections in writing and take title to the Property subject to such Title Objections which shall be considered “Permitted Exceptions” or to terminate this Agreement within five (5) days after the later of the expiration of the Due Diligence Period or receiving written notice from Seller of Seller declining to cure and to receive the return of it Deposit as its exclusive remedy for an ALTA Homeowners Policy termination of this Agreement and any related claim. If Seller opts to cure any Title Insurance Objection but such Title Objection is of such a nature that it cannot reasonably be cured within the prescribed thirty (or 30) days period, Seller shall have a reasonable time to cure such Title Objection. (c) At Closing, as hereinafter defined, Buyer may obtain, at its expense, an ALTA Owner’s Policy of Title Insurance when the ALTA Homeowners Policy of Title Insurance is not applicable for issuance on the transaction), in the amount of the Purchase PricePrice or such other amount as required by its lender. (d) If this Agreement is terminated pursuant to this Section 7, from a the Seller shall immediately return the Deposit to Buyer, and neither party shall have any further liability to the other except as expressly provided in this Agreement. (e) All matters of title company of Purchaser’s choosing. Such title evidence that are shown as exceptions in the Title Commitment and which do not constitute Title Objections or that are Title Objections which are either (i) cured by Seller or (ii) waived by Buyer in writing as provided above shall be prepared and issued by . referred to collectively as the “Permitted Exceptions”. (f) The Seller shall pay the state filed title premium for the applicable ALTA Homeowners/Owners Policy that is issued at Closing. Purchaser shall pay all other title premiums and costshas determined, in excess the exercise of its legislatively delegated discretion, that in order to carry out the objective of maintaining, retaining, improving and expanding existing development, and to set a prevailing high standard in aesthetics, public policy is best served by the imposition of conditions and restrictions upon the improvement, use, and maintenance of vacant land which is intended for development by private enterprise. To that end, it is hereby specified that, as part of the applicable ALTA Homeowners/Owners Policy premium, including but not limited to all lender required title insurance premiums and endorsementsconsideration for this transaction, the title commitmentuse of the Property to be conveyed is expressly subject to the covenants, restrictions, limitations and conditions set forth in Exhibit C attached hereto and made a part hereof, which covenants are to be imposed as covenants running with and binding upon the title search/exam costaforesaid Property (the “Restrictive Covenants”). The title commitment Restrictive Covenants shall be continued to expire forty (40) years after the date of Closing and shall show record title to be marketable in the name of Seller, free and clear from material defects, liens and encumbrances, except (a) those created or assumed by Purchaser, (b) those specifically set forth in this Agreement, (c) those liens . It is intended and mortgages agreed hereby that will the Restrictive Covenants shall be released at (or before) Closing covenants running with the land and removed from title, (d) rights of tenants specifically disclosed to Purchaser that they shall in Paragraph 31 or the Leased Property Addendum, (e) zoning ordinances, (f) legal highwaysany event, and (g) restrictions without regard to technical classification or designation, legal or otherwise be binding upon the Buyer, and utility easements of record (unless they unreasonably interfere with the location of existing buildings, the present use of the Property, or uses which Purchaser has disclosed to Seller in writing)its successors and assigns. If the title evidence reveals any other title defect(s), Seller shall have thirty (30) days after demand by Purchaser to remove such defect(s) and Closing The Restrictive Covenants shall be delayed accordingly. If Seller is unable or unwilling to remove the defect(s), Purchaser may accept title subject to such defect(s) or may terminate this Agreement and the termination procedures in Paragraph 23 shall apply. The parties recognize and understand that an ALTA Homeowners/Owners Policy is an optional form of insurance to protect the Purchaser from covered title issues relating to the PropertyPermitted Exceptions.

Title. Seller Except as otherwise provided herein, title to the Feedstocks delivered by REG Marketing pursuant to this Agreement and title to the contractual amount of corresponding Biodiesel and Co-products produced from such Feedstocks shall furnish Purchaser a commitment for an ALTA Homeowners Policy at all times be and remain with REG Marketing. Any Feedstocks delivered by REG Marketing pursuant to the terms and conditions of Title Insurance (or an ALTA Owner’s Policy the Feedstock Agreement, however, shall at all times be and remain with Bunge until such time as title to such Feedstocks passes to REG Marketing pursuant to the terms of Title Insurance when the ALTA Homeowners Policy Feedstock Agreement. 3. Section 17 of Title Insurance is not applicable for issuance the Agreement shall be amended to include the following language: “Notwithstanding anything to the contrary set forth herein, Blackhawk Biofuels and REG Marketing acknowledge and agree that pursuant to the terms of the Feedstock Agreement, Bunge shall have title in the Feedstocks purchased by Bunge pursuant to the terms of the Feedstock Agreement, and Bunge shall have the right to file precautionary financing statements and amendments and/or continuations thereto pursuant to the Uniform Commercial Code to further evidence and memorialize its absolute ownership interest in the Feedstocks.” 4. Section 18 of the Agreement shall be deleted in its entirety and replaced with the following language: REG Marketing, on behalf of Blackhawk Biofuels, shall be allowed to add additional Feedstocks owned by REG Marketing as needed to meet the quality and yield requirements hereunder, so long as such additional Feedstocks have cold flow characteristics that are capable of meeting the cold flow specifications set out on the transaction), in the amount of the Purchase Price, from a title company of Purchaser’s choosing. Such title evidence shall be prepared and issued by . Seller shall pay the state filed title premium for the applicable ALTA Homeowners/Owners Policy that is issued at Closing. Purchaser shall pay all other title premiums and costs, in excess of the applicable ALTA Homeowners/Owners Policy premium, including but not limited to all lender required title insurance premiums and endorsements, the title commitmentOrder or Nomination, and the title search/exam costBiodiesel to be produced shall in any event meet the specifications required hereunder, as modified by the Order or Nomination and Acceptance applicable. The title commitment In such event, REG Marketing shall off-set any costs for such additional Feedstocks against the toll fees to be paid by REG Marketing pursuant to Section 4 hereof. Pursuant to the terms of the Feedstock Agreement, Blackhawk Biofuels shall allow Bunge to store the Feedstocks at the Facility; provided, however, such Feedstocks shall be continued segregated from any Feedstocks owned by REG Marketing pursuant to the date terms of Closing this Agreement. 5. Except as may be otherwise expressly set forth herein, each and every term, condition and provision of the Agreement shall show record title remain in full force and effect, and are hereby ratified, confirmed and approved by the parties hereto. 6. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. 7. This Agreement may be marketable executed in one or more counterparts, each of which shall be deemed an original, but all of which together will constitute one and the name of Sellersame instrument, free and clear from material defectsmay be executed and delivered by facsimile signature or similar means, liens and encumbrances, except (a) those created or assumed by Purchaser, (b) those which shall be considered an original. 8. Any capitalized term not specifically defined in this Amendment shall have the meaning set forth in this the Agreement, (c) those liens and mortgages that will be released at (or before) Closing and removed from title, (d) rights of tenants specifically disclosed to Purchaser in Paragraph 31 or the Leased Property Addendum, (e) zoning ordinances, (f) legal highways, and (g) restrictions and utility easements of record (unless they unreasonably interfere with the location of existing buildings, the present use of the Property, or uses which Purchaser has disclosed to Seller in writing). If the title evidence reveals any other title defect(s), Seller shall have thirty (30) days after demand by Purchaser to remove such defect(s) and Closing shall be delayed accordingly. If Seller is unable or unwilling to remove the defect(s), Purchaser may accept title subject to such defect(s) or may terminate this Agreement and the termination procedures in Paragraph 23 shall apply. The parties recognize and understand that an ALTA Homeowners/Owners Policy is an optional form of insurance to protect the Purchaser from covered title issues relating to the Property.

Title. Seller During the Inspection Period, Buyer shall furnish Purchaser have the right, at its expense, to obtain a commitment pro forma endorsement to the Company’s existing title insurance policy (the “Title Policy”) for an ALTA Homeowners Policy of the Property (the “Title Endorsement”) issued by Chicago Title Insurance Company (“Title Company”). Buyer shall have the right, on or before the expiration of the Inspection Period, to notify Sellers in writing of any objections Buyer may have to title to the Property as shown in the Title Policy, Title Endorsement or the Survey of the Property. If Buyer fails to give any such objections on or prior to the expiration of the Inspection Period, all matters affecting title to and the Survey of the Property shall be deemed to be permitted title exceptions (hereinafter collectively referred to as the “Permitted Exceptions”). If Buyer does give notice of objections on or prior to the expiration of the Inspection Period, then Sellers shall have five (5) days after the effective date of such objections (the “Sellers Election Deadline”) to elect to cure some, all or none of Buyer’s title and survey objections; provided, however, if either (i) such objection can be cured within ten (10) days and at a cost not to exceed $50,000.00, or (ii) such objection is to a monetary lien or encumbrance which can be cured by the payment of money, Sellers agree to cure same out of the proceeds of the purchase of the Membership Interests by Buyer at Closing (collectively, the “Removable Liens”). Sellers’s failure on or before the Sellers Election Deadline to notify Buyer of which objections it elects to cure shall be deemed to be an ALTA Ownerelection by Sellers to cure none of Buyer’s Policy objections, subject to Sellers’ mandatory obligation to cure the Removable Liens. If Sellers elect to cure less than all of Title Insurance when the ALTA Homeowners Policy of Title Insurance is not applicable for issuance on title and survey objections (subject to Sellers’ mandatory obligation to cure the transactionRemovable Liens), in it shall so notify Buyer on or before the amount of the Purchase Price, from a title company of Purchaser’s choosing. Such title evidence shall be prepared and issued by . Seller shall pay the state filed title premium for the applicable ALTA Homeowners/Owners Policy that is issued at Closing. Purchaser shall pay all other title premiums and costs, in excess of the applicable ALTA Homeowners/Owners Policy premium, including but not limited to all lender required title insurance premiums and endorsements, the title commitmentSellers Election Deadline, and Buyer shall have seven (7) business days after the title search/exam cost. The title commitment Sellers Election Deadline to elect either (A) to terminate this Contract, whereupon all rights and obligations hereunder shall be continued to the date of Closing and shall show record title to be marketable in the name of Seller, free and clear from material defects, liens and encumbrances, except immediately terminate (a) other than those created or assumed by Purchaser, (b) those specifically obligations expressly set forth in this Agreement, (c) those liens and mortgages that will be released at (or before) Closing and removed from title, (d) rights of tenants Contract which specifically disclosed to Purchaser in Paragraph 31 or the Leased Property Addendum, (e) zoning ordinances, (f) legal highways, and (g) restrictions and utility easements of record (unless they unreasonably interfere with the location of existing buildings, the present use of the Propertysurvive such termination), or uses (B) to close the purchase and sale contemplated hereby in which Purchaser has disclosed case all of Buyer’s uncured title and survey objections and, subject to Seller in writingthe last sentence of this Section 6(B). If the title evidence reveals , any other title defect(smatters, shall be added to and be made a part of the Permitted Exceptions. The immediately preceding sentence shall not relieve the Sellers of their obligation to cure the Removable Liens. If Buyer does not so respond within seven (7) business days after the Sellers Election Deadline, then Buyer shall be deemed to have elected to terminate this Contract, and all rights and obligations hereunder shall immediately terminate (other than obligations expressly set forth in this Contract which specifically survive such termination). As to title defects arising after the effective date of the Title Endorsement and survey defects arising after the date of the Survey, Buyer shall be entitled to object thereto within five (5) business days after becoming aware of such defect, but no later than the Closing Date, and Sellers shall have a reasonable time, not to exceed five (5) days, to elect the options set forth above upon the same conditions set forth above (unless such defect was caused by the act or failure to act of Sellers, in which event Sellers are obligated to cure same and the same shall be deemed to be a “Removable Lien”), Seller and the Closing Date shall have be extended to the extent necessary, not to exceed thirty (30) days after demand by Purchaser days, to remove such defect(s) and Closing shall be delayed accordingly. If Seller is unable or unwilling to remove the defect(s), Purchaser may accept title subject to such defect(s) or may terminate this Agreement and the termination procedures in Paragraph 23 shall apply. The parties recognize and understand that an ALTA Homeowners/Owners Policy is an optional form of insurance to protect the Purchaser from covered title issues relating to the Propertyprovide said additional time period.

Title. Seller shall furnish A. Purchaser agrees to promptly order a commitment for an ALTA Homeowners Policy title insurance from Escrow Agent. Purchaser shall have until the end of Title Insurance the Due Diligence Period to notify Seller in writing of any objections it may have to said title commitment, otherwise Purchaser shall be deemed to have waived any objections it may have to Seller's title to the Premises and shall be required to close on its acquisition of the Premises without offset or abatement. Purchaser agrees to take title if insurable by Escrow Agent at standard premiums and subject only to the Permitted Exceptions (hereafter defined). If Purchaser shall timely notify Seller of a defect in Seller's title, then Seller shall have the option of either terminating this Contract of Sale (in which event the Downpayment with interest thereon shall be returned to Purchaser and the parties shall have no other liability to each other) or to attempt to cure such defect(s). Seller shall be entitled, at its option, to extensions of the Closing Date (hereafter defined) for up to ninety (90) days in the aggregate to attempt to cure such defect(s). If Seller shall have elected to attempt to cure such defects and should Seller not cure such defect(s) regardless of the reason, then Purchaser shall have the option (exercisable within ten (10) days of Seller's notification thereof to Purchaser), to close on its purchase of the Premises in accordance with the terms hereof with no abatement or offset. If Purchaser shall not have timely exercised its option set forth in the preceding sentence, then this Contract of Sale shall terminate, the Downpayment together with interest thereon shall be returned to Purchaser and the parties shall have no other liability to each other. Purchaser shall have three business (3) days following its receipt of a continuation report (but in no event later than and the Closing Date shall be extended as necessary to accommodate such 3-business day period) to notify Seller of any new title defects raised thereby which did not exist at the time of the issuance of the initial title commitment and the provisions above of this Paragraph shall apply in respect of such new title defects. B. The Premises are sold subject to the following (collectively, the "Permitted Exceptions"): (1) All covenants, restrictions, easements and agreements of record now on the Premises provided same do not render the Premises unusable for the purposes for which the Premises is currently used, (2) All liens for unpaid municipal charges (including taxes) not yet due and payable, (3) The state of facts which would be shown by a current survey or inspection of the Premises, (4) Encroachments and projections of walls, foundations, xxxxxx, cellar steps, areas, cornices, trim or other improvements or installations onto the Premises or from the Premises onto adjoining property or beyond applicable restrictions; party walls and party wall rights; variations between the record lot lines of the Premises and those shown on the tax map and consents for the erection and maintenance of any structures on, under or above any streets, or roads in front of or adjoining the Premises, and (5) Such other items that will not make the Premises unusable or unmarketable for the purposes for which the Premises is currently used. C. Purchaser agrees to accept a limited warranty deed (or an ALTA Owner’s Policy of Title Insurance when the ALTA Homeowners Policy of Title Insurance is not applicable for issuance on the transactionlocal equivalent), in form satisfactory for recording (the amount “Deed”), for the sale of the Purchase Price, from a title company of Purchaser’s choosing. Such title evidence shall be prepared and issued by . Seller shall pay the state filed title premium for the applicable ALTA Homeowners/Owners Policy that is issued at Closing. Purchaser shall pay all other title premiums and costs, in excess of the applicable ALTA Homeowners/Owners Policy premium, including but not limited to all lender required title insurance premiums and endorsements, the title commitment, and the title search/exam cost. The title commitment shall be continued to the date of Closing and shall show record title to be marketable in the name of Seller, free and clear from material defects, liens and encumbrances, except (a) those created or assumed by Purchaser, (b) those specifically set forth in this Agreement, (c) those liens and mortgages that will be released at (or before) Closing and removed from title, (d) rights of tenants specifically disclosed to Purchaser in Paragraph 31 or the Leased Property Addendum, (e) zoning ordinances, (f) legal highways, and (g) restrictions and utility easements of record (unless they unreasonably interfere with the location of existing buildings, the present use of the Property, or uses which Purchaser has disclosed to Seller in writing). If the title evidence reveals any other title defect(s), Seller shall have thirty (30) days after demand by Purchaser to remove such defect(s) and Closing shall be delayed accordingly. If Seller is unable or unwilling to remove the defect(s), Purchaser may accept title subject to such defect(s) or may terminate this Agreement and the termination procedures in Paragraph 23 shall apply. The parties recognize and understand that an ALTA Homeowners/Owners Policy is an optional form of insurance to protect the Purchaser from covered title issues relating to the PropertyPremises.

Title. Seller During the Inspection Period, Buyer shall furnish Purchaser have the right, at its expense, to obtain a commitment pro forma endorsement to the Company’s existing title insurance policy (the “Title Policy”) for an ALTA Homeowners Policy of the Property (the “Title Endorsement”) issued by Fidelity National Title Insurance Company (“Title Company”). Buyer shall have the right, on or before the expiration of the Inspection Period, to notify Sellers in writing of any objections Buyer may have to title to the Property as shown in the Title Policy, Title Endorsement or the Survey of the Property. If Buyer fails to give any such objections on or prior to the expiration of the Inspection Period, all matters affecting title to and the Survey of the Property shall be deemed to be permitted title exceptions (hereinafter collectively referred to as the “Permitted Exceptions”). If Buyer does give notice of objections on or prior to the expiration of the Inspection Period, then Sellers shall have five (5) days after the effective date of such objections (the “Sellers Election Deadline”) to elect to cure some, all or none of Buyer’s title and survey objections; provided, however, if either (i) such objection can be cured within ten (10) days and at a cost not to exceed $50,000.00, or (ii) such objection is to a monetary lien or encumbrance which can be cured by the payment of money, Sellers agree to cure same out of the proceeds of the purchase of the Membership Interests by Buyer at Closing (collectively, the “Removable Liens”). Sellers’s failure on or before the Sellers Election Deadline to notify Buyer of which objections it elects to cure shall be deemed to be an ALTA Ownerelection by Sellers to cure none of Buyer’s Policy objections, subject to Sellers’ mandatory obligation to cure the Removable Liens. If Sellers elect to cure less than all of Title Insurance when the ALTA Homeowners Policy of Title Insurance is not applicable for issuance on title and survey objections (subject to Sellers’ mandatory obligation to cure the transactionRemovable Liens), in it shall so notify Buyer on or before the amount of the Purchase Price, from a title company of Purchaser’s choosing. Such title evidence shall be prepared and issued by . Seller shall pay the state filed title premium for the applicable ALTA Homeowners/Owners Policy that is issued at Closing. Purchaser shall pay all other title premiums and costs, in excess of the applicable ALTA Homeowners/Owners Policy premium, including but not limited to all lender required title insurance premiums and endorsements, the title commitmentSellers Election Deadline, and Buyer shall have seven (7) business days after the title search/exam cost. The title commitment Sellers Election Deadline to elect either (A) to terminate this Contract, whereupon all rights and obligations hereunder shall be continued to the date of Closing and shall show record title to be marketable in the name of Seller, free and clear from material defects, liens and encumbrances, except immediately terminate (a) other than those created or assumed by Purchaser, (b) those specifically obligations expressly set forth in this Agreement, (c) those liens and mortgages that will be released at (or before) Closing and removed from title, (d) rights of tenants Contract which specifically disclosed to Purchaser in Paragraph 31 or the Leased Property Addendum, (e) zoning ordinances, (f) legal highways, and (g) restrictions and utility easements of record (unless they unreasonably interfere with the location of existing buildings, the present use of the Propertysurvive such termination), or uses (B) to close the purchase and sale contemplated hereby in which Purchaser has disclosed case all of Buyer’s uncured title and survey objections and, subject to Seller in writingthe last sentence of this Section 6(B). If the title evidence reveals , any other title defect(smatters, shall be added to and be made a part of the Permitted Exceptions. The immediately preceding sentence shall not relieve the Sellers of their obligation to cure the Removable Liens. If Buyer does not so respond within seven (7) business days after the Sellers Election Deadline, then Buyer shall be deemed to have elected to terminate this Contract, and all rights and obligations hereunder shall immediately terminate (other than obligations expressly set forth in this Contract which specifically survive such termination). As to title defects arising after the effective date of the Title Endorsement and survey defects arising after the date of the Survey, Buyer shall be entitled to object thereto within five (5) business days after becoming aware of such defect, but no later than the Closing Date, and Sellers shall have a reasonable time, not to exceed five (5) days, to elect the options set forth above upon the same conditions set forth above (unless such defect was caused by the act or failure to act of Sellers, in which event Sellers are obligated to cure same and the same shall be deemed to be a “Removable Lien”), Seller and the Closing Date shall have be extended to the extent necessary, not to exceed thirty (30) days after demand by Purchaser days, to remove such defect(s) and Closing shall be delayed accordingly. If Seller is unable or unwilling to remove the defect(s), Purchaser may accept title subject to such defect(s) or may terminate this Agreement and the termination procedures in Paragraph 23 shall apply. The parties recognize and understand that an ALTA Homeowners/Owners Policy is an optional form of insurance to protect the Purchaser from covered title issues relating to the Propertyprovide said additional time period.

Title. (a) Seller agrees to convey to Purchaser fee simple title to the Property by the Deed, free and clear of all liens, encumbrances, mortgages, deeds of trust, deeds to secure debt, assessments, agreements, options and covenants, except for such matters as are set forth on Exhibit B attached hereto and for such matters as are set forth on Exhibit C attached hereto (those items set forth on Exhibit B and Exhibit C, together, constitute the “Permitted Encumbrances” for this Agreement); provided, however, Seller shall furnish Purchaser a commitment for an ALTA Homeowners Policy of Title Insurance (terminate at or an ALTA Owner’s Policy of Title Insurance when the ALTA Homeowners Policy of Title Insurance before Closing those hunting lease agreements described on Exhibit C which are terminable during such period, at no cost to Seller, in accordance with their terms. If any such agreement is not applicable for issuance terminable in accordance with its terms at or before Closing, Seller shall use diligent efforts to cause the parties to cancel, void or otherwise rescind the terms of such agreement. (b) Purchaser shall have a period of twenty (20) days after the Effective Date of this Agreement to review Seller’s title to the Property (the “Title Review Period”) and provide Seller with written notice (the “Title Objection Notice”) of Purchaser’s objections to Seller’s title (each, a “Title Objection”), but only to the extent that such exceptions are not Permitted Encumbrances pursuant to Exhibit B attached hereto. Purchaser shall have the right to object to any new title exceptions created or suffered between the expiration of the Title Review Period and the Closing Date, but only to the extent that such new exceptions are not Permitted Encumbrances pursuant to Exhibit B attached hereto. (c) If Purchaser timely delivers the Title Objection Notice, then Seller may, at its sole option, (i) cure any Title Objection or (ii) not cure any Title Objection; provided, however, that to the extent a Title Objection consists of a lien, mortgage, deed of trust or deed to secure debt securing a monetary obligation which was created or suffered by Seller or any party claiming by, through or under Seller, Seller shall be required to use the cash portion of the Purchase Price to cure any such objection at Closing. If any Title Objection Seller elects to cure is not cured by Closing, Seller may elect (ii) in the preceding sentence. If Seller elects not to cure any Title Objection set forth in the Title Objection Notice, Purchaser shall have the right, as Purchaser’s sole and exclusive remedy, to: (A) cancel this Agreement by providing written notice to Seller on or before 11:00 a.m. (Central Time) on the transaction)day before the Closing Date, whereupon this Agreement will terminate, Escrow Agent shall deliver the Xxxxxxx Money to Purchaser, and neither party will have any further rights, duties or obligations hereunder other than those which expressly survive a termination hereof, or (B) waive all objections and elect to accept title to the Property in the amount of its existing condition without any adjustment in the Purchase Price, from in which event such Title Objection shall become a title company of Purchaser’s choosing. Such title evidence shall be prepared and issued by . Seller shall pay the state filed title premium for the applicable ALTA Homeowners/Owners Policy that is issued at Closing. Purchaser shall pay all other title premiums and costs, in excess of the applicable ALTA Homeowners/Owners Policy premium, including but not limited to all lender required title insurance premiums and endorsements, the title commitment, and the title search/exam cost. The title commitment shall be continued to the date of Closing and shall show record title to be marketable in the name of Seller, free and clear from material defects, liens and encumbrances, except (a) those created or assumed by Purchaser, (b) those specifically set forth in this Agreement, (c) those liens and mortgages that will be released at (or before) Closing and removed from title, Permitted Encumbrance. (d) rights of tenants specifically disclosed to Purchaser Except for Permitted Encumbrances, so long as this Agreement remains in Paragraph 31 or the Leased Property Addendum, (e) zoning ordinances, (f) legal highways, and (g) restrictions and utility easements of record (unless they unreasonably interfere with the location of existing buildings, the present use of the Property, or uses which Purchaser has disclosed to Seller in writing). If the title evidence reveals any other title defect(s)force, Seller shall have thirty (30) days after demand by Purchaser not lease, encumber or convey all or part of the Property or any interest therein, or enter into any agreement granting to remove such defect(s) and Closing shall be delayed accordingly. If Seller is unable or unwilling to remove the defect(s), Purchaser may accept title subject to such defect(s) or may terminate this Agreement and the termination procedures in Paragraph 23 shall apply. The parties recognize and understand that an ALTA Homeowners/Owners Policy is an optional form of insurance to protect the Purchaser from covered title issues relating any person any right with respect to the PropertyProperty or any portion thereof, without the prior written consent of Purchaser.

Title. (a) Seller shall furnish Purchaser a commitment for an ALTA Homeowners Policy convey title to the Property subject to the following matters, all of which shall be deemed Permitted Exceptions: (i) exceptions 1-14 as shown on Preliminary Report Order No.: 00000931-018-RH-SG, issued by Fidelity National Title Insurance Company and dated June 5, 2014, and (or an ALTA Owner’s Policy of ii) exceptions 1-11 as shown on Preliminary Report Order No.: 00000932-018-RH-SG, issued by Fidelity National Title Insurance when Company and dated June 5, 2014. (b) Purchaser shall have ten (10) business days after receipt of the ALTA Homeowners Policy of Title Insurance is Survey or any title information not applicable for issuance disclosed in the Preliminary Reports listed in Section 10(a) to object to any matters shown on the transactionSurvey, or such new title information, as the case may be, by written notice to Seller (“Title Objection Notice”), in the amount of the Purchase Price, from a title company . Within five (5) business days after receipt of Purchaser’s choosing. Such title evidence shall be prepared and issued by . Seller shall pay the state filed title premium for the applicable ALTA Homeowners/Owners Policy that is issued at Closing. Purchaser shall pay all other title premiums and costs, in excess of the applicable ALTA Homeowners/Owners Policy premium, including but not limited to all lender required title insurance premiums and endorsements, the title commitment, and the title search/exam cost. The title commitment shall be continued to the date of Closing and shall show record title to be marketable in the name of Seller, free and clear from material defects, liens and encumbrances, except (a) those created or assumed by Purchaser, (b) those specifically set forth in this Agreement, (c) those liens and mortgages that will be released at (or before) Closing and removed from title, (d) rights of tenants specifically disclosed to Purchaser in Paragraph 31 or the Leased Property Addendum, (e) zoning ordinances, (f) legal highways, and (g) restrictions and utility easements of record (unless they unreasonably interfere with the location of existing buildings, the present use of the Property, or uses which Purchaser has disclosed to Seller in writing). If the title evidence reveals any other title defect(s)Title Objection Notice, Seller shall have thirty either (30i) deliver written notice to Purchaser of any title or Survey objections which Seller elects not to cure, or (ii) commit to cure such objections as of the Closing. Within five (5) business days after demand by Purchaser receipt of Seller’s written notification that Seller elects not to remove such defect(s) and Closing shall be delayed accordingly. If Seller is unable cure a title or unwilling to remove the defect(s)Survey objection, Purchaser may accept title subject to such defect(s) or may terminate this Agreement and receive a full refund of the termination procedures Xxxxxxx Money by delivering written notice thereof to Seller. If Purchaser does not so terminate this Agreement, then any such title or Survey objection which Seller elects not to cure shall be deemed waived by Purchaser and shall be an additional Permitted Exception. If any objection which Seller elects to cure is not satisfied by Seller as of Closing, Purchaser shall have the right to terminate this Agreement, in Paragraph 23 which case the Xxxxxxx Money shall applybe returned to Purchaser and neither party shall have any further rights, obligations or duties under this Agreement. The parties recognize Any exception to or defect in title which Purchaser shall elect to waive, or which is otherwise acceptable to Purchaser, shall be deemed an additional Permitted Exception to title at Closing. Seller covenants and understand that an ALTA Homeowners/Owners Policy is an optional form of insurance agrees not to protect the Purchaser from covered alter or encumber in any way Seller’s title issues relating to the PropertyProperty after the date hereof. Notwithstanding anything in this Agreement to the contrary, Seller shall cause any deed of trust, mortgage, deed to secure debt, judgment or other lien for a liquidated sum encumbering the Property to be released at or before Closing.

Title. Seller shall furnish Purchaser has provided Buyer with a commitment copy of its existing title insurance policy for an ALTA Homeowners Policy of the Property. Buyer has ordered and received from Xxxxxxx Title Guaranty Company (“Title Insurer”) a Commitment for Title Insurance (or for an ALTA Owner’s Policy of Form B Title Insurance when Policy, with leasehold endorsement, for the ALTA Homeowners Policy Property (with copies of all instruments listed as exceptions to title) (collectively, the “Commitment”). Buyer shall have until the expiration of the Inspection Period) within which to examine said Commitment. If Buyer objects to any title encumbrances disclosed in the Commitment, Buyer shall, prior to the expiration of the Inspection Period, notify Seller in writing, specifying the objectionable title encumbrances (a “Title Insurance is Notice”). If Buyer fails to timely give such notice specifying the objectionable title encumbrances, Buyer will be deemed to have approved the matters set forth in the Commitment (and all matters over which the Title Insurer has agreed to insure in the Commitment, Buyer having had the right to give a Title Notice with respect to any such matter over which the Title Insurer has agreed to insure in the Commitment), all of which shall be included in the “Permitted Exceptions.” If Buyer timely gives such notice specifying objectionable title encumbrances, all matters set forth in the Commitment which are not applicable for issuance on objected to in Buyer’s notice (including all matters over which the transactionTitle Insurer has agreed to insure in the Commitment, Buyer having had the right to give a Title Notice with respect to any such matter over which the Title Insurer has agreed to insure in the Commitment) will be included in the “Permitted Exceptions.” Seller may elect (but shall have no obligation whatsoever) to attempt to cure any title matters within thirty (30) days from receipt of the Title Notice (the “Title Cure Period”), in which event the amount of the Purchase PriceClosing, from a title company of Purchaser’s choosing. Such title evidence if it otherwise is scheduled to occur earlier, shall be prepared and issued by . Seller shall pay extended until the state filed title premium for the applicable ALTA Homeowners/Owners Policy that is issued at Closing. Purchaser shall pay all other title premiums and costs, in excess earlier of the applicable ALTA Homeowners/Owners Policy premium, including but not limited to all lender required title insurance premiums and endorsements, the title commitment, and the title search/exam cost. The title commitment shall be continued to the date of Closing and shall show record title to be marketable in the name of Seller, free and clear from material defects, liens and encumbrances, except (a) those created or assumed by Purchaser, (b) those specifically set forth in this Agreement, (c) those liens and mortgages that will be released at (or before) Closing and removed from title, (d) rights of tenants specifically disclosed to Purchaser in Paragraph 31 or the Leased Property Addendum, (e) zoning ordinances, (f) legal highways, and (g) restrictions and utility easements of record (unless they unreasonably interfere with the location of existing buildings, the present use of the Property, or uses which Purchaser has disclosed to Seller in writing). If the title evidence reveals any other title defect(s), Seller shall have thirty (30) days after demand receipt of the Title Notice or five (5) business days after such matter is cured. Within five (5) business days after receiving Buyer’s Title Notice (the “Seller’s Title Notice Period”), Seller shall notify Buyer if Seller intends to attempt to effectuate such cure. In the event that Seller gives notice during the Seller’s Title Notice Period that Seller elects not to attempt to effectuate cure of the subject title matters, or if Seller fails to give notice during the Seller’s Title Notice Period of Seller’s intention to attempt to effectuate such cure, then Buyer may, within two (2) business days after Seller’s notice, or if no notice is given the expiration of the Seller’s Title Notice Period, terminate this Agreement by Purchaser notice to remove Seller, in which event the Deposit, and all interest earned thereon, shall be returned to Buyer, provided that if Buyer does not timely so terminate this Agreement, Buyer shall be deemed to have waived objection to any such defect(stitle matter (which matters will be included within the Permitted Exceptions) and Closing shall be delayed accordingly. If Seller is unable or unwilling agreed to remove the defect(s), Purchaser may accept title subject thereto, without reduction in the Purchase Price. In the event Seller gives such notice of its intention to attempt to effectuate such defect(s) or may cure and thereafter fails to actually effectuate such cure within the Title Cure Period, Buyer’s sole rights with respect thereto shall be to terminate this Agreement within two (2) business days after the expiration of the Title Cure Period, in which event the Deposit, and all interest earned thereon, shall be returned to Buyer, provided that if Buyer does not so terminate this Agreement within two (2) business days after the expiration of the Title Cure Period, Buyer shall be deemed to have waived objection to any such title matter (which matters will be included within the Permitted Exceptions) and agreed to accept title subject thereto, without reduction in the Purchase Price. The foregoing notwithstanding: (A) at Closing, Seller will pay off any mortgage loans obtained by Seller, (B) Buyer shall have the right to give a Gap Notice as set forth below with respect to any filed mechanic’s lien not disclosed by the Title Insurer or known to Buyer prior to the expiration of the Inspection Period and terminate the Agreement on account thereof unless Seller elects to pay or bond off, or, for such liens of less than $100,000, cause the Title Insurer to insure over, the same (Seller having no obligation to do so), and (C) taxes will be paid and pro-rated as set forth in Section 8. Buyer may, prior to Closing, notify Seller in writing (a “Gap Notice”) of any title exceptions (i) raised by the Title Insurer between the expiration of the Inspection Period and Closing and (ii) not disclosed by the Title Insurer or otherwise known to Buyer prior to the expiration of the Inspection Period; provided that Buyer must notify Seller of such unacceptable exceptions within three (3) business days of being made aware of the existence of such exceptions. If Buyer sends a Gap Notice to Seller, Buyer and Seller shall have the same rights and obligations with respect to such notice and the termination procedures in Paragraph 23 shall apply. The parties recognize exceptions set forth therein as apply to a Title Notice and understand that an ALTA Homeowners/Owners Policy is an optional form of insurance to protect the Purchaser from covered title issues relating exceptions set forth therein pursuant to the Propertypreceding paragraph.

Title. Seller shall furnish Purchaser shall, at Purchaser’s expense, promptly order a commitment for an ALTA Homeowners Policy owner’s policy of title insurance issued by the Title Company (the “Title Commitment”). For a period of fifteen (15) days from the date that Purchaser receives both the Title Commitment and the Survey (defined below) in forms reasonably satisfactory to Purchaser (the “Review Period”), Purchaser shall examine the Title Commitment and Survey and notify Seller in writing of any objections that Purchaser has, in Purchaser’s sole discretion, to specific matters identified in the Title Commitment or Survey or of any requirements which must be satisfied, in Purchaser’s sole discretion (the “Title Objections”). Any matter identified in the Title Commitment or Survey to which Purchaser does not object within the Review Period shall be deemed to be permitted exceptions to the status of Seller’s title (the “Permitted Exceptions”). If, however, Purchaser timely notifies Seller of Title Insurance Objections, then Seller shall have ten (10) days within which to notify Purchaser whether Seller will cause the Title Objections to be removed, corrected, remedied or an ALTA Ownerinsured over (by procuring appropriate endorsements, at Seller’s sole expense, to the Title Policy acceptable to Purchaser) to Purchaser’s reasonable satisfaction on or before Closing (defined below). If Seller does not give Purchaser notice of its election within such ten (10) day period, then Seller shall be deemed to have elected not to remedy, correct, remove or endorse over the Title Insurance when Objections. If Seller elects to remedy, correct, remove or endorse over any of the ALTA Homeowners Policy Title Objections, then Seller shall use commercially reasonable efforts to remedy, cure, remove or endorse over the Title Objections. If Seller elects not to cure any Title Objections, or if Seller is unable to effect a cure of any such Title Insurance is not applicable for issuance Objections on or prior to the expiration of the Investigation Period, then Purchaser shall have the right either (z) to proceed with the purchase and acquire the Property subject to such Title Objections (in which case such Title Objections shall be Permitted Exceptions); or (ii) to terminate this Agreement by written notice to Seller, in which case the Deposit, and any interest accrued on the transaction)Deposit, in shall be returned to Purchaser, and neither Party shall have any further rights, obligations or liability hereunder, except to the amount extent that any right, obligation or liability expressly survives the termination of this Agreement. Notwithstanding the foregoing, Seller, at its sole expense, shall be obligated at Closing to discharge or satisfy any and all liens, judgments and assessments on the Property and remove from the public records any deed of trust, security interest or other monetary encumbrance affecting or encumbering the Property and which can be satisfied by monetary payment or otherwise at or prior to Closing, and failing the same, Purchaser shall be entitled to pay for and release such items and any amounts expended therefor shall be credited against the Purchase Price. In addition, from a title company of Purchaser’s choosing. Such title evidence shall be prepared and issued by . Seller shall pay with respect to any exception(s) first appearing on the state filed title premium for Title Commitment and/or Survey or any update thereto after the applicable ALTA Homeowners/Owners Policy that is issued at Closing. Purchaser shall pay all other title premiums and costs, in excess effective date of the applicable ALTA Homeowners/Owners Policy premiumTitle Commitment and/or Survey delivered to Purchaser pursuant to this Section, including but such additional exception(s) shall not limited to all lender required title insurance premiums and endorsements, the title commitment, and the title search/exam cost. The title commitment shall be continued to the date of Closing and shall show record title deemed to be marketable a “Permitted Exception” hereunder unless and until Purchaser has reviewed and approved same in the name of writing. Seller, free and clear from material defectsat its sole expense, liens and encumbrancesshall remove all encumbrances that are placed on the Property by Seller after the Effective Date, except (a) those created or assumed unless such encumbrances were reasonably approved by Purchaser, (b) those specifically set forth in this Agreement, (c) those liens and mortgages that will be released at (or before) Closing and removed from title, (d) rights of tenants specifically disclosed to Purchaser in Paragraph 31 or the Leased Property Addendum, (e) zoning ordinances, (f) legal highways, and (g) restrictions and utility easements of record (unless they unreasonably interfere with the location of existing buildings, the present use of the Property, or uses which Purchaser has disclosed to Seller in writing). If the title evidence reveals any other title defect(s), Seller shall have thirty (30) days after demand by Purchaser to remove such defect(s) and Closing shall be delayed accordingly. If Seller is unable or unwilling to remove the defect(s), Purchaser may accept title subject to such defect(s) or may terminate this Agreement and the termination procedures in Paragraph 23 shall apply. The parties recognize and understand that an ALTA Homeowners/Owners Policy is an optional form of insurance to protect the Purchaser from covered title issues relating to the Property.

Title. Buyer shall have a period of twenty (20) days after receipt of a title commitment and all recorded documents referenced therein (the “Title Approval Date”) to notify Seller shall furnish Purchaser a commitment for an ALTA Homeowners Policy ("Buyer's Title Notice") of any exceptions to title to which Buyer objects ("Title Insurance Objections"). If Buyer fails to deliver timely notice on or before 5:00 p.m. (or an ALTA Owner’s Policy of Title Insurance when the ALTA Homeowners Policy of Title Insurance is not applicable for issuance Colorado time) on the transaction)Title Approval Date, in the amount of the Purchase Price, from a title company of Purchaser’s choosing. Such title evidence Buyer shall be prepared and issued by deemed to have waived any right to object to the condition of title to the Property. Seller shall pay the state filed title premium for the applicable ALTA Homeowners/Owners Policy that is issued at Closing. Purchaser shall pay all other title premiums and costs, in excess of the applicable ALTA Homeowners/Owners Policy premium, including but not limited to all lender required title insurance premiums and endorsements, the title commitment, and the title search/exam cost. The title commitment shall be continued to the date of Closing and shall show record title to be marketable in the name of Seller, free and clear from material defects, liens and encumbrances, except have five (a) those created or assumed by Purchaser, (b) those specifically set forth in this Agreement, (c) those liens and mortgages that will be released at (or before) Closing and removed from title, (d) rights of tenants specifically disclosed to Purchaser in Paragraph 31 or the Leased Property Addendum, (e) zoning ordinances, (f) legal highways, and (g) restrictions and utility easements of record (unless they unreasonably interfere with the location of existing buildings, the present use of the Property, or uses which Purchaser has disclosed to Seller in writing). If the title evidence reveals any other title defect(s), Seller shall have thirty (305) days after demand receipt of Buyer's Title Notice within which to deliver to Buyer, in Seller’s sole and absolute discretion, a notice ("Seller's Title Notice") indicating which Title Objections Seller will remove or insure over (to Buyer’s reasonable satisfaction) by Purchaser to remove such defect(s) and Closing shall be delayed accordinglythe Closing. If Seller (i) does not deliver Seller's Title Notice within the required time, or (ii) timely notifies Buyer that Seller is unable or unwilling to remove the defect(s)or insure over (to Buyer’s reasonable satisfaction) all such Title Objections, Purchaser then Buyer may accept title subject elect, by written notice to such defect(s) or may Seller, to terminate this Agreement pursuant to Section 3.5 below. Buyer's failure to so deliver written notice of termination on or before 5:00 p.m. (Colorado time) on the Contingency Date shall be deemed Buyer's election to waive its Title Objections. Seller shall have no obligation whatsoever to expend or agree to expend any funds, to undertake or agree to undertake any obligations or otherwise to cure or agree to cure any title objections; except that Seller shall be obligated, at or before Closing, to (i) remove all deeds of trust; (ii) remove or insure over (to Buyer’s reasonable satisfaction) all other monetary liens on the Property created by, under or through Seller, other than liens for taxes and assessments that accrue with respect to periods after Closing and liens that result from the termination procedures actions of Buyer, (iii) remove all Title Objections that Seller has expressly agrees to remove in Paragraph 23 shall apply. The parties recognize Seller’s Title Notice, and understand that an ALTA Homeowners/Owners Policy is an optional form of insurance (iv) remove any exceptions or encumbrances to protect title which are created by, under or through Seller after the Purchaser from covered title issues relating to the PropertyEffective Date without Buyer’s prior written consent.

Title. Within ten (10) days following the Effective Date, Purchaser shall obtain and provide to Seller a copy of a title commitment (the “Title Commitment”) issued by a title company of its choosing, licensed to do business in New Jersey (the “Title Company”), together with a statement specifying any defects in title to which Purchaser objects (said defects being “Title Objection(s)” and said statement being "Purchaser's Statement"). Seller shall furnish notify Purchaser a commitment for an ALTA Homeowners Policy within ten (10) days after receipt of Purchaser's Statement whether Seller is unable to remedy any of the Title Insurance Objections. In the event Seller notifies Purchaser within ten (10) days of receipt of Purchaser’s Statement that it cannot remove any one or an ALTA Owner’s Policy more of the Title Insurance when Objections, Purchaser shall have the ALTA Homeowners Policy of Title Insurance is not applicable for issuance on right to either (a) waive the transaction), in the amount defect(s) and close title without abatement or reduction of the Purchase Price, from a title company of Purchaser’s choosing. Such title evidence shall be prepared and issued by . Seller shall pay the state filed title premium for the applicable ALTA Homeowners/Owners Policy that is issued at Closing. Purchaser shall pay all other title premiums and costs, in excess of the applicable ALTA Homeowners/Owners Policy premium, including but not limited to all lender required title insurance premiums and endorsements, the title commitment, and the title search/exam cost. The title commitment shall be continued to the date of Closing and shall show record title to be marketable in the name of Seller, free and clear from material defects, liens and encumbrances, except (a) those created or assumed by Purchaser, (b) those specifically set forth in this Agreement, (c) those liens and mortgages that will be released at (or before) Closing and removed from title, (d) rights of tenants specifically disclosed to Purchaser in Paragraph 31 or the Leased Property Addendum, (e) zoning ordinances, (f) legal highways, and (g) restrictions and utility easements of record (unless they unreasonably interfere with the location of existing buildings, the present use of the Property, or uses which Purchaser has disclosed to Seller in writing). If the title evidence reveals any other title defect(s), Seller shall have thirty (30) days after demand by Purchaser to remove such defect(s) and Closing shall be delayed accordingly. If Seller is unable or unwilling to remove the defect(s), Purchaser may accept title subject to such defect(s) or may terminate this Agreement and obtain a refund of the termination procedures entire Deposit, and upon such refund, except as expressly provided herein, neither Party shall have any further obligation hereunder. If Seller does not advise Purchaser of its inability to remove any Title Objection within ten (10) days of its receipt of Purchaser’s Statement, time being of the essence, Seller shall removal Title Objections prior to, and as a condition of, Closing. All encumbrances contained in Paragraph 23 shall applythe Title Commitment which are not contained in Purchaser’s Statement, or which are contained in Purchaser’s Statement but Seller has declared it is unable to remedy and to which Purchaser has waived its objection as provided herein, are collectively the “Permitted Encumbrances”. The parties recognize and understand that an ALTA Homeowners/Owners Policy is an optional form of insurance to protect All encumbrances created in connection with the Purchaser from covered title issues relating to the PropertyDevelopment Approvals (as defined in Section 11) are also Permitted Encumbrances.

Title. Buyer may, at Buyer’s cost and expense, obtain a complete title report or commitment with respect to the Property (with copies of all instruments listed as exceptions to title) (the “Title Commitment”). Buyer shall promptly provide Seller with a copy of any title commitment or report obtained by Buyer. Buyer shall furnish Purchaser a commitment for an ALTA Homeowners Policy have until the expiration of the Inspection Period within which to examine said title report. If Buyer objects to any matters disclosed in the title report, Buyer shall, within said time period, notify Seller in writing, specifying the objectionable matters. In the event Buyer so notifies Seller of Buyer’s objection to any such matter, Seller may elect (but shall have no obligation whatsoever) to attempt to cure any such matters within thirty (30) days from receipt of such notice (the “Title Insurance (or an ALTA Owner’s Policy of Title Insurance when the ALTA Homeowners Policy of Title Insurance is not applicable for issuance on the transactionCure Period”), in which event the amount of the Purchase PriceClosing, from a title company of Purchaser’s choosing. Such title evidence if it otherwise is scheduled to occur earlier, shall be prepared and issued by . Seller shall pay extended until the state filed title premium for the applicable ALTA Homeowners/Owners Policy that is issued at Closing. Purchaser shall pay all other title premiums and costs, in excess earlier of the applicable ALTA Homeowners/Owners Policy premium, including but not limited to all lender required title insurance premiums and endorsements, the title commitment, and the title search/exam cost. The title commitment shall be continued to the date of Closing and shall show record title to be marketable in the name of Seller, free and clear from material defects, liens and encumbrances, except (a) those created or assumed by Purchaser, (b) those specifically set forth in this Agreement, (c) those liens and mortgages that will be released at (or before) Closing and removed from title, (d) rights of tenants specifically disclosed to Purchaser in Paragraph 31 or the Leased Property Addendum, (e) zoning ordinances, (f) legal highways, and (g) restrictions and utility easements of record (unless they unreasonably interfere with the location of existing buildings, the present use of the Property, or uses which Purchaser has disclosed to Seller in writing). If the title evidence reveals any other title defect(s), Seller shall have thirty (30) days after demand by Purchaser receipt of such notice or ten (10) days after such matter is cured. Prior to remove the expiration of the Inspection Period, Seller shall notify Buyer if Seller intends to attempt to effectuate such defect(s) and Closing cure. If Buyer does not terminate this Agreement during the Inspection Period, Buyer shall be delayed accordingly. If Seller is unable deemed to have waived objection to any such matter listed on Buyer’s title report or unwilling commitment or which an examination of record title to remove the defect(s)Property as of the effective date of such title report or commitment would have revealed, Purchaser may and agreed to accept title subject thereto, without reduction in the Purchase Price; provided that the foregoing shall not apply to any matters of record which were recorded by Seller prior to the effective date of such defect(s) title report or may commitment and which are not shown in Buyer’s Title Commitment or to matters which Seller is otherwise obligated to cure in accordance with the terms of this Agreement. In the event Seller gives such notice of its intention to attempt to effectuate such cure and thereafter fails to actually effectuate such cure within the Title Cure Period, Buyer’s sole rights with respect thereto shall be to terminate this Agreement within two (2) business days after the expiration of the Title Cure Period, in which event the Deposit, and all interest earned thereon, shall be returned to Buyer, provided that if Buyer does not so terminate this Agreement within two (2) business days after the termination procedures expiration of the Title Cure Period, Buyer shall be deemed to have waived objection to any such title matter and agreed to accept title subject thereto, without reduction in Paragraph 23 the Purchase Price. Notwithstanding the foregoing, Seller shall applycause all monetary and financing liens and encumbrances on the Property created by Seller (or expressly assumed by Seller in writing) and which may be cured by payment of a fixed sum (other than liens for non-delinquent real property taxes) to be paid at Closing. The parties recognize Notwithstanding the foregoing, Buyer hereby waives objection to those certain Orders of Conditions recorded with the Norfolk County Registry of Deeds in Book 24252, Page 452 and understand that an ALTA Homeowners/Owners Policy is an optional form in Book 24252, Page 471 and those certain Certificates of insurance Compliance recorded in (i) Book 24273, Page 522, (ii) Book 24273, Page 526, (iii) Book 24273, Page 527 and (iv) Book 24273, Page 531 of said deeds, and agrees to protect the Purchaser from covered accept title issues relating to the Propertysubject thereto.

Title. (a) Prior to the expiration of the Due Diligence Period, Buyer will give Seller shall furnish Purchaser a commitment for an ALTA Homeowners Policy written notice of any Title Objections as to each Location. Title Objections as to different Locations may be given by Buyer in one or more notices. Seller will then respond to Buyer in writing within ten (10) business days after receipt of each of Buyer’s notices of Title Insurance Objections indicating whether Seller elects to Remove the same. Failure of Seller to notify Buyer in writing within such ten (10) business day period shall be deemed an election by Seller not to Remove such Title Objections. If Seller elects not to Remove one or an ALTA Ownermore Title Objections as to a particular Location, then Buyer may either (i) send a Section 4 Notice to Seller with respect to such Location in which event the applicable provisions of Section 4 shall control or (ii) waive such Title Objections as to such Location. Failure of Buyer to send a Section 4 Notice to Seller as to such Location on or before the date that is five (5) business days after Buyer’s Policy receipt of Title Insurance when the ALTA Homeowners Policy of Title Insurance is not applicable for issuance on the transaction)Seller’s response (or, in the amount absence of a Seller response, failure of Buyer to send a Section 4 Notice to Seller as to such Location on or before expiration of five (5) business days after the Purchase Price, from a title company of Purchaser’s choosing. Such title evidence period in which Seller is permitted to respond pursuant to this Section 5(a)) shall be prepared and issued deemed an election by Buyer to waive such Title Objections as to such Location. Seller Any such Title Objection so waived by Buyer shall pay the state filed title premium for the applicable ALTA Homeowners/Owners Policy that is issued at Closing. Purchaser shall pay all other title premiums and costs, in excess of the applicable ALTA Homeowners/Owners Policy premium, including but not limited be deemed to all lender required title insurance premiums and endorsements, the title commitmentconstitute a Permitted Encumbrance, and the title search/exam costClosing shall occur as herein provided without any reduction of or credit against the Purchase Price with respect to such Title Objection. The title commitment For purposes of this Section 5(a), the term “Location” shall include each Substitution Location so that the process with respect to Buyer’s Title Objections regarding Substitution Locations will proceed simultaneously with the process with respect to Buyer’s Title Objections regarding Locations generally, provided, however, a Substitution Location may not be continued the subject of a Section 4 Notice unless and until the Substitution Location becomes a Location pursuant to the date of Closing and shall show record title to be marketable in the name of Seller, free and clear from material defects, liens and encumbrances, except (a) those created or assumed by Purchaser, Section 4. (b) those specifically set forth Notwithstanding anything in this AgreementAgreement to the contrary, Seller shall be obligated to Remove at Closing, to Title Company’s reasonable satisfaction, all Monetary Encumbrances regardless of whether Buyer objects to any Monetary Encumbrances in its Title Objections. Seller will also be responsible to use commercially reasonable efforts to satisfy all requirements in Section 1 of Schedule B of the Title Commitments that require action by Seller regardless of whether Buyer makes reference to any such Seller requirements in its Title Objections. Seller shall, at Closing, Remove or cause to be Removed (i) any Title Objections which Seller elected in writing to Remove as provided above and (ii) all Monetary Encumbrances. (c) those liens Notwithstanding anything in this Agreement to the contrary, Buyer reserves the right during the Due Diligence Period to review and mortgages that will approve all liens, encumbrances, easements, covenants, conditions, restrictions and reservations affecting title to each Location, whether or not a matter of public record. If any of the same are first disclosed to or discovered after Buyer’s receipt of the Title Commitments, then Seller shall afford Buyer the opportunity to review and object to the same as provided by this Section 5. No Title Objection may be released at (insured over or before) Closing and removed from titleRemoved of record by indemnification or similar arrangement with the Title Company without Buyer’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. (d) rights of tenants specifically disclosed to Purchaser in Paragraph 31 or the Leased Property Addendum, (e) zoning ordinances, (f) legal highways, and (g) restrictions and utility easements of record (unless they unreasonably interfere with the location of existing buildingsAt Closing, the present use of Title Company will issue the Property, or uses which Purchaser has disclosed Title Policies to Seller Buyer insuring that fee simple title to each Location is vested in writing). If the title evidence reveals any other title defect(s), Seller shall have thirty (30) days after demand by Purchaser to remove such defect(s) and Closing shall be delayed accordingly. If Seller is unable or unwilling to remove the defect(s), Purchaser may accept title Buyer subject to such defect(s) or may terminate this Agreement and the termination procedures in Paragraph 23 shall apply. The parties recognize and understand that an ALTA Homeowners/Owners Policy is an optional form of insurance to protect the Purchaser from covered title issues relating only to the PropertyPermitted Encumbrances.

Title. Seller warrants that they presently have title to said Property, and at the time the sale is consummated agrees to convey marketable and insurable title in and to said Property to Purchaser by Limited Warranty Deed, subject only to (1) zoning ordinances affecting said Property, (2) all matters of record affecting said Property, (3) subdivision restrictions of record, and (4) all matters that would be shown on a current and accurate survey of said property, and (5) leases, other easements, other restrictions and encumbrances affecting the Property. Title marketability shall furnish Purchaser be determined in accordance with Applicable Law, as supplemented by the Title Standards of the State Bar of Association of the state in which the Property is located. Any defect in the title which does not impair marketability pursuant to said Title Standards, shall not constitute a commitment for an ALTA Homeowners Policy of Title Insurance (or an ALTA Owner’s Policy of Title Insurance when the ALTA Homeowners Policy of Title Insurance is not applicable for issuance valid objection on the transaction)part of the Purchaser; provided that the Seller furnishes any affidavits or other documents, if any, required by the applicable Title Standard to cure such defect. In the event leases are specified in this Contract, Purchaser agrees to assume Seller's responsibilities there under to the Tenant and to the Broker who negotiated such leases. If Seller is unable to convey title in the amount quality set forth above, Purchaser shall have the option of either (i) taking such title as Seller can give, without abatement of the Purchase Price, from a title company of Purchaser’s choosing. Such title evidence or (ii) being repaid all moneys paid on account by Purchaser to Seller including Xxxxxxx Money held by Auctioneer; and, if Buyer elects to terminate the agreement, there shall be prepared no further liability or obligation by either of the parties hereunder and issued this Agreement shall become null and void and of no force or effect. A title report shall be provided to the Purchaser by . Seller shall pay the state filed title premium for the applicable ALTA Homeowners/Owners Policy that is issued at ClosingClosing Firm as identified in paragraph 8 of this agreement. Purchaser shall pay all other title premiums and costs, in excess have five (5) days from the receipt of the applicable ALTA Homeowners/Owners Policy premium, including but not limited title report in which to all lender required examine title insurance premiums and endorsements, to furnish Seller with a written statement of objections affecting the insurability of said title. If Seller fails or is unable to satisfy valid title commitment, and the title search/exam cost. The title commitment shall be continued objections at or prior to the date of Closing and shall show record closing or any unilateral extension thereof, which would prevent the Seller from conveying insurable title to be marketable in the name of Seller, free and clear from material defects, liens and encumbrances, except (a) those created or assumed by Purchaser, (b) those specifically set forth in this Agreement, (c) those liens and mortgages that will be released at (or before) Closing and removed from title, (d) rights of tenants specifically disclosed to Purchaser in Paragraph 31 or the Leased Property Addendum, (e) zoning ordinances, (f) legal highways, and (g) restrictions and utility easements of record (unless they unreasonably interfere with the location of existing buildings, the present use of the Property, or uses which Purchaser has disclosed to Seller in writing). If the title evidence reveals any other title defect(s)then Purchaser, Seller shall have thirty (30) days after demand by Purchaser to remove such defect(s) and Closing shall be delayed accordingly. If Seller is unable or unwilling to remove the defect(s), Purchaser may accept title subject to such defect(s) or may terminate this the Agreement without penalty upon written notice to Seller. Insurable title as used herein shall mean title which a title insurance company licensed to do business in the state where the Property is located will insure, subject only to standard exceptions and the termination procedures in Paragraph 23 shall apply. The parties recognize and understand that an ALTA Homeowners/Owners Policy is an optional form of insurance to protect the Purchaser from covered title issues relating to the Property.items (1) through

Title. Seller shall furnish Purchaser As of the Effective Date of this Agreement, Wolf has provided to CNL for review, a commitment copy of Wolf’s existing title insurance policies (the “Existing Title Policies”) relating to the Contributed Hotels. CNL has, as of the Effective Date, obtained and delivered to Wolf the Title Commitments issued by the Title Company. The Title Commitments evidence that title to xxx Xxxxx Hotel is vested in Wolf Dells and that title to the Sandusky Hotel is vested in Wolf Sandusky and that the Contributed Hotels are free and clear of all liens, encumbrances, exceptions or qualifications whatsoever, except for an ALTA Homeowners Policy Permitted Exceptions. Legible copies of Title Insurance (or an ALTA Owner’s Policy of Title Insurance when the ALTA Homeowners Policy of Title Insurance is not applicable for issuance all exceptions set forth on the transaction), in the amount Title Commitments have been provided to CNL as of the Purchase PriceEffective Date. The Title Commitments also evidence that, from a title company upon the execution, delivery and recording of Purchaser’s choosing. Such title evidence shall be prepared the Deeds and issued by . Seller shall pay the state filed title premium for satisfaction of all requirements specified in Schedule B, Section I of the Title Commitments, the applicable ALTA Homeowners/SPE Owners Policy that is issued at Closingshall acquire fee simple title to the Contributed Hotels and the Commercial Condominium Unit, subject only to the Permitted Exceptions. Purchaser shall pay all other title premiums and costs, in excess of CNL has reviewed the applicable ALTA Homeowners/Owners Policy premium, including but not limited Existing Title Policies delivered by Wolf to all lender required title insurance premiums and endorsements, the title commitmentCNL, and the Title Commitments obtained by CNL pursuant to this Paragraph, and notified Wolf in writing specifying those liens, encumbrances, exceptions or qualifications to title search/exam costwhich are unacceptable to CNL (such liens, encumbrances, exceptions or qualifications being hereinafter referred to together with any title matter created or permitted to be created by Wolf after the Effective Date and objected to by CNL, and together with any title matter of which Wolf had Knowledge but which Wolf did not disclose as of the Effective Date and objected to by CNL, as “Title Defects”). The title commitment Wolf shall cure the Title Defects before the Closing Date (the “Cure Period”), to the satisfaction of CNL and the Title Company in such manner as to permit the Title Company to endorse the Title Commitments so as to delete the Title Defects therefrom. If Wolf shall in fact cure the Title Defects within the Cure Period, the obligations and rights of the parties to close shall be continued unaffected by the eliminated Title Defects. If Wolf is unable to cure or eliminate the Title Defects within the Cure Period, CNL may elect to terminate this Agreement by giving written notice of termination to Wolf on or before the Closing Date, or, alternatively, CNL may elect to waive CNL’s objections to the date uncured Title Defects and consummate the transactions contemplated by this Agreement subject to the Title Defects, in which event the obligations and rights of Closing the parties to close shall be unaffected by the waived Title Defects. If CNL elects to terminate this Agreement due to the existence of uncured Title Defects as provided in this Article 7, all rights and obligations of the parties hereunder shall show record title to terminate and be marketable in the name of Seller, free null and clear from material defects, liens and encumbrancesvoid, except (a) those created or assumed for any rights and obligations of the parties that are to survive the termination of this Agreement as provided elsewhere herein and Wolf shall reimburse CNL for all out-of-pocket expenses incurred by Purchaser, (b) those specifically set forth CNL in connection with the transactions contemplated by this Agreement, (c) those liens including, without limitation, all costs and mortgages that will be released at (or before) Closing and removed from title, (d) rights of tenants specifically disclosed to Purchaser in Paragraph 31 or the Leased Property Addendum, (e) zoning ordinances, (f) legal highways, and (g) restrictions and utility easements of record (unless they unreasonably interfere expenses associated with the location of existing buildingsinvestigations contemplated by Section 7(a) above, the present use of the Propertyprovided, or uses which Purchaser has disclosed however that Wolf’s obligation to Seller in writing). If the title evidence reveals any other title defect(sreimburse CNL under this Section 7(b), Seller Section 5 and Section 7(d) shall have thirty not exceed the sum of Two Hundred Thousand and No/100 Dollars (30$200,000.00) days after demand by Purchaser to remove such defect(s) and Closing shall be delayed accordingly. If Seller is unable or unwilling to remove in the defect(s), Purchaser may accept title subject to such defect(s) or may terminate this Agreement and the termination procedures in Paragraph 23 shall apply. The parties recognize and understand that an ALTA Homeowners/Owners Policy is an optional form of insurance to protect the Purchaser from covered title issues relating to the Propertyaggregate.

Title. Seller shall furnish Purchaser a commitment for an ALTA Homeowners Policy of Title Insurance (or an ALTA Owner’s Policy of Title Insurance when the ALTA Homeowners Policy of Title Insurance is not applicable for issuance on the transaction), in the amount of the Purchase Price, from a title company of Purchaser’s choosing. Such title evidence shall be prepared and issued by . Seller shall pay the state filed title premium for the applicable ALTA Homeowners/Owners Policy that is issued at Closing. Purchaser shall pay all other title premiums and costs, in excess of the applicable ALTA Homeowners/Owners Policy premium, including but not limited to all lender required title insurance premiums and endorsements, the title commitment, and the title search/exam cost. The title commitment shall be continued to the date of Closing and shall show record title to be marketable in the name of Seller, free and clear from material defects, liens and encumbrances, except (a) those created If the Title Commitment delivered by Seller under Section 2.1(a) above (or assumed survey as provided below) contains exceptions other than the usual printed exceptions, and ad valorem real estate taxes for 2003 and subsequent years, or requirements other than the normal and customary requirements such as delivery and recordation of the deed from Seller and delivery of a Seller's affidavit, then the Purchaser may notify the Seller of Purchaser's objections to any such matters provided such notice is delivered to Seller within ten (10) business days after Purchaser's receipt of the Title Commitment (the "Title Objections"). Any title matters existing as of the Effective Date and reflected in the Title Commitment or Survey not timely objected to by Purchaser, Purchaser during the Feasibility Period shall become "Permitted Exceptions." (b) those specifically set forth in this Agreement, (c) those liens and mortgages that will be released at (or before) Closing and removed from title, (d) rights of tenants specifically disclosed to Purchaser in Paragraph 31 or the Leased Property Addendum, (e) zoning ordinances, (f) legal highways, and (g) restrictions and utility easements of record (unless they unreasonably interfere with the location of existing buildings, the present use of the Property, or uses which Purchaser has disclosed to Seller in writing). If the title evidence reveals any other title defect(s), Seller shall have a period of ten (10) business days after receipt of Purchaser's notice of Title Objections (or after notice of exceptions deemed to be Title Objections under Section 4.10 below) within which to notify Purchaser whether Seller is willing to cure the Title Objections. If Seller is unwilling to cure any Title Objections or fails to notify Purchaser of its intentions, then Purchaser shall have the option of terminating this Agreement on or before the end of the Feasibility Period or of accepting title subject to the Title Objection. In the case of matters deemed to be Title Objections under Section 4.10 below, if Seller is unwilling to cure such Title Objections or fails to notify Purchaser of its intentions, Purchaser shall have five (5) business days within which to terminate this Agreement and have the Escrow Deposit immediately refunded to Purchaser by Escrow Agent, or to accept title subject to such Title Objections. If Seller agrees to cure any Title Objection, then Seller shall have until Closing and, if necessary, Seller or Purchaser may extend Closing for up to thirty (30) days to effect such cure. If, after demand by Purchaser the exercise of due diligence, Seller fails or is unable to remove any such defect(sTitle Objection, then Purchaser shall have ten (10) and Closing days after the expiration of Seller's period for curing the Title Objection within which to elect, at Purchaser's sole option, among the following alternatives: i. Accept title to the Project in its then existing condition without any diminution of the Purchase Price; or ii. Terminate this Agreement by written notice to Seller upon which the Escrow Deposit shall be delayed accordinglyrefunded to Purchaser by Escrow Agent. If Seller Purchaser elects (or is unable or unwilling deemed to remove the defect(s), Purchaser may have elected) to accept title subject notwithstanding Title Objections, then all matters shown on the Title Commitment and not removed prior to such defect(s) or may terminate this Agreement and the termination procedures in Paragraph 23 acceptance shall apply. The parties recognize and understand that an ALTA Homeowners/Owners Policy is an optional form of insurance to protect the Purchaser from covered title issues relating to the Propertybecome "Permitted Exceptions."

Title. Seller shall furnish Purchaser a commitment convey to Buyer by general warranty deed (the "Deed"), and Buyer shall accept fee simple title to the Real Property and title to the other Property in accordance with the terms of this Agreement, and Buyer's obligation to accept said title shall be conditioned upon Buyer then being conveyed good and clear record and marketable fee simple title to the Real Property, subject only to the Permitted Exceptions (as hereinafter defined) and the issuance of the Buyer's Title Policy (as hereinafter defined), provided that Buyer has satisfied all of its closing conditions necessary for an ALTA Homeowners the issuance of the Buyer's Title Policy (including, without limitation, payment of the Purchase Price). As promptly as possible after the date of this Agreement Seller shall, at its sole expense, obtain from LandAmerica Title Insurance Corporation, Boston NCS office, Attention: Xxxxxx Xxxxx, Esq. (or an ALTA the "Title Insurer") a Commitment For a TLTA T-1 Owner’s Policy of 's Title Insurance Policy for the Real Property (when issued, the ALTA Homeowners Policy "Buyer's Title Policy") together with copies of all instruments and plans mentioned therein as exceptions to title (all of such items are hereinafter collectively referred to as the "Title Insurance is not applicable for issuance on the transactionCommitment"), . The Title Commitment shall be in the amount of the Purchase Price, from a Price (as defined in Section 2.1 hereof). Should such Title Commitment contain any title company of Purchaser’s choosing. Such title evidence shall be prepared and issued by . Seller shall pay the state filed title premium for the applicable ALTA Homeowners/Owners Policy that is issued at Closing. Purchaser shall pay all other title premiums and costsexceptions which are not acceptable to Buyer, in excess its sole discretion, Buyer may, prior to the expiration of the applicable ALTA Homeowners/Owners Policy premiumInspection Period (as defined in Section 6.2 hereof), including but not limited notify Seller in writing of such fact. If Buyer fails to all lender required title insurance premiums and endorsementsso notify Seller of any unacceptable exceptions as described above, the title commitment, and the title search/exam cost. The title commitment shall be continued to the date of Closing and shall show record title to be marketable in the name of Seller, free and clear from material defects, liens and encumbrances, except (a) those created or assumed by Purchaser, (b) those specifically exceptions set forth in this Agreement, (c) those liens and mortgages that will be released at (or before) Closing and removed from title, (d) rights of tenants specifically disclosed to Purchaser in Paragraph 31 or the Leased Property Addendum, (e) zoning ordinances, (f) legal highways, and (g) restrictions and utility easements of record (unless they unreasonably interfere with the location of existing buildings, the present use Schedule B of the Property, or uses which Purchaser has disclosed Title Commitment shall be deemed accepted by Buyer. If any exceptions are unacceptable to Buyer and Buyer timely notifies Seller in writing). If the title evidence reveals any other title defect(s)writing of such fact as above provided, Seller Seller, in Seller's sole discretion, shall have thirty (30) days after demand by Purchaser from the date Seller receives notice of such unacceptable exceptions to remove or cure such defect(s) exceptions, except with respect to the Mortgage Liens (as hereinafter defined), which Seller shall satisfy and cause to be removed or otherwise insured over at Closing with the proceeds from the Purchase Price. Seller shall be delayed accordinglydeemed to have given notice to Buyer that Seller refuses to cure any unacceptable exceptions, which Seller may so do in its sole discretion, unless Seller, within ten (10) days after receipt of written notice from Buyer, shall notify Buyer in writing that Seller will attempt to cure such unacceptable exceptions. If Seller is unable fails or unwilling refuses to remove cure said unacceptable exceptions within the defect(s)time period above provided, Purchaser Buyer may accept title subject to such defect(s(a) or may terminate this Agreement within ten (10) days after Seller gives notice, or is deemed to have given notice, that Seller refuses or is unable to cure such unacceptable exceptions and the termination procedures Deposit (as defined in Paragraph 23 Section 2.4) shall apply. The parties recognize be returned to Buyer, or (b) if Buyer fails to so terminate, Buyer shall be deemed to have waived such exceptions and understand that an ALTA Homeowners/Owners Policy is an optional form of insurance to protect the Purchaser from covered accepted title issues relating to the PropertyReal Property subject thereto, in which event there shall be no reduction in the Purchase Price. If Buyer shall fail to give notice it shall be deemed to have elected option (a) above. Notwithstanding the foregoing, Seller, at its cost, shall be obligated to cure or remove by Closing all mortgages and deeds of trust against title to the Property (collectively, the "Mortgage Liens") and other monetary liens not exceeding $50,000 in the aggregate.

Title. Seller During the Inspection Period, Purchaser shall furnish Purchaser procure a title insurance commitment for an ALTA Homeowners Policy of Title Insurance (or an ALTA Owner’s Policy of Title Insurance when the ALTA Homeowners Policy of Title Insurance is not applicable for issuance on the transaction), in the amount of the Purchase Price, from Price covering the Property issued by the Title Company (the “Title Commitment”) and furnish a copy thereof to Seller. Purchaser shall have until the expiration of the Inspection Period to object to any matters shown on the Title Commitment or Survey by written notice to Seller (“Title Objection Notice”). Purchaser may also object to any new matters thereafter revealed by a title company update by subsequent Title Objection Notice to Seller. Within five (5) business days after receipt of Purchaser’s choosing. Such title evidence shall be prepared and issued by . Seller shall pay the state filed title premium for the applicable ALTA Homeowners/Owners Policy that is issued at Closing. Purchaser shall pay all other title premiums and costs, in excess of the applicable ALTA Homeowners/Owners Policy premium, including but not limited to all lender required title insurance premiums and endorsements, the title commitment, and the title search/exam cost. The title commitment shall be continued to the date of Closing and shall show record title to be marketable in the name of Seller, free and clear from material defects, liens and encumbrances, except (a) those created or assumed by Purchaser, (b) those specifically set forth in this Agreement, (c) those liens and mortgages that will be released at (or before) Closing and removed from title, (d) rights of tenants specifically disclosed to Purchaser in Paragraph 31 or the Leased Property Addendum, (e) zoning ordinances, (f) legal highways, and (g) restrictions and utility easements of record (unless they unreasonably interfere with the location of existing buildings, the present use of the Property, or uses which Purchaser has disclosed to Seller in writing). If the title evidence reveals any other title defect(s)Title Objection Notice, Seller shall have thirty either (30i) deliver written notice to Purchaser of any title or Survey objections which Seller elects not to cure, or (ii) cure or satisfy such objections (or commence to cure or satisfy such objections as long as Seller reasonably believes such objections may be cured or satisfied at least two (2) business days prior to Closing). Within five (5) business days after demand by Purchaser receipt of Seller’s written notification that Seller elects not to remove such defect(s) and Closing shall be delayed accordingly. If Seller is unable cure a title or unwilling to remove the defect(s)Survey objection, Purchaser may accept title subject to such defect(s) or may terminate this Agreement and receive a full refund of the termination procedures Xxxxxxx Money by delivering written notice thereof to Seller. If Purchaser does not so terminate this Agreement, then any such title or Survey objection which Seller elects not to cure shall be deemed waived by Purchaser and shall be an additional Permitted Exception. If any objection which Seller elects to cure is not satisfied by Seller at least two (2) business days before the scheduled date of Closing, Purchaser shall have the right to terminate this Agreement, in Paragraph 23 which case the Xxxxxxx Money shall applybe returned to Purchaser and neither party shall have any further rights, obligations or duties under this Agreement. The parties recognize If Seller does cure or satisfy the objections at least two (2) business days prior to Closing, then this Agreement shall continue in effect. Any exception to or defect in title which Purchaser shall elect to waive, or which is otherwise acceptable to Purchaser, shall be deemed an additional Permitted Exception to title at Closing. Seller covenants and understand that an ALTA Homeowners/Owners Policy is an optional form of insurance agrees not to protect the Purchaser from covered alter or encumber in any way Seller’s title issues relating to the PropertyProperty after the date hereof. Notwithstanding anything in this Agreement to the contrary, Seller shall cause any deed of trust, mortgage, deed to secure debt, judgment or other lien for a liquidated sum encumbering the Property to be released at or before Closing.

Title. (a) Seller agrees to convey to TCF or a supporting organization thereof qualifying for bargain sale treatment under the Internal Revenue Code good and marketable fee simple title to the Real Property at the Closing by special warranty deed. (b) TCF shall furnish Purchaser have the right to obtain, at its sole cost and expense, a commitment for an ALTA Homeowners Policy owner's policy of title insurance issued by Fidelity National Title Insurance Company (the "Title Company") having an insured amount equal to the Purchase Price (the "Title Commitment"). TCF will have from the date of this Agreement until 5:00 p.m. EDT on January 31, 2003 (as the same may be extended pursuant to paragraph 6 below, the "Inspection Period") to examine the title to the Real Property and furnish to Seller written notice of any objections to Seller's title to the Real Property, other than the matters set forth on Exhibit E attached hereto (the "Permitted Encumbrances"). Upon full execution this Agreement, Seller will make available to TCF, its contractors, agents and representatives copies of all maps and surveys in Seller's possession that relate to the Real Property. TCF shall also have the right to object to any title exceptions created or suffered between the date of the Title Commitment and the date of the Closing which do not constitute Permitted Encumbrances. Any title objections raised by TCF shall be provided on or before the expiration of the Inspection Period by written notice to Seller accompanied with a copy of that portion of the Title Commitment and all supplemental title documents evidencing and describing the nature of the title objection. Seller will have the right, but not the obligation, to cure or remove at or prior to the Closing all objections to Seller's title to the Real Property. In the event that TCF fails to give notice to Seller on or before the expiration of the Inspection Period of TCF's objection to any exception to Seller's title to the Real Property, such exception will be deemed to be a Permitted Encumbrance. In the event that TCF gives such notice of objection to any such exception and Seller fails or elects not to cure or remove such exception at or prior to the Closing, TCF, at its sole option, may elect either of the following: (i) waive the objection and proceed to Closing; or (ii) subject to the conditions set forth in Section 5(e) below, delete the portion of the Real Property subject to any such uncured or unremoved exception from the real property conveyed by Seller to TCF at Closing, and the Purchase Price will be reduced by an ALTA Owner’s Policy amount equal to the product of Title Insurance when the ALTA Homeowners Policy number of Title Insurance is not applicable for issuance on acres contained within such deleted portion multiplied by the transaction)quotient of the Purchase Price divided by the acreage contained in the Real Property as determined in accordance with paragraph 4 above. Notwithstanding the foregoing, in the amount event TCF timely delivers its notice of objection to any matter pursuant to this paragraph 5(b), the Purchase PriceClosing, from a title company of Purchaser’s choosing. Such title evidence at Seller's election, shall be prepared and issued by . Seller shall pay the state filed title premium for the applicable ALTA Homeowners/Owners Policy that is issued at Closing. Purchaser shall pay all other title premiums and costs, in excess of the applicable ALTA Homeowners/Owners Policy premium, including but not limited to all lender required title insurance premiums and endorsements, the title commitment, and the title search/exam cost. The title commitment shall be continued adjourned to the date of which is twenty (20) days after the scheduled Closing and shall show record title Date to be marketable in allow the name of Seller, free and clear from material defects, liens and encumbrances, except (a) those created or assumed by Purchaser, (b) those specifically set forth in this Agreement, parties adequate time to properly document the transactions contemplated hereunder. (c) those liens and mortgages that So long as this contract remains in force, Seller will not enter into any new lease, modify or renew any existing lease or encumber or convey all or part of the Real Property or any interest therein, or enter into any agreement granting to any person any right with respect to the Real Property or any portion thereof, without the prior written consent of TCF, which consent shall not be released at (unreasonably withheld or before) Closing and removed from title, (d) rights of tenants specifically disclosed to Purchaser in Paragraph 31 delayed so long as such action by Seller does not materially impair the value or the Leased Property Addendum, (e) zoning ordinances, (f) legal highways, and (g) restrictions and utility easements of record (unless they unreasonably interfere with the location of existing buildings, the present TCF's contemplated use of the Property. (d) In the event the aggregate acres of those portions of the Property, if any, deleted from the transactions pursuant to this paragraph 5 or uses which Purchaser has disclosed paragraph 7 below, together with the acres of the Property destroyed or damaged prior to Seller Closing, as determined in writing). If the title evidence reveals any other title defect(s)accordance with paragraph 8(b) below exceeds 256 acres, Seller shall have thirty (30) days after demand by Purchaser to remove such defect(s) and Closing shall be delayed accordingly. If Seller is unable or unwilling to remove the defect(s), Purchaser may accept title subject to such defect(s) or then either party may terminate this Agreement Agreement, whereupon Escrow Agent shall return the Xxxxxxx Money to TCF and no party hereto will have any further rights, duties or obligations hereunder, other than those which expressly survive a termination hereof. (e) The parties acknowledge that the deletion by TCF from the transaction of any real property pursuant to Paragraphs 5(b) or 7 hereof (the "Excluded Acres") may require a subdivision of such Excluded Acres from certain other tracts TCF intends to acquire at Closing. Seller shall retain at Closing such Excluded Acres and the termination procedures in Paragraph 23 shall apply. The parties recognize least amount of acreage contiguous with such Excluded Acres as is necessary to create a legal parcel for which no subdivision is required (the "Additional Acres") and understand that an ALTA Homeowners/Owners Policy is an optional form of insurance to protect the Purchaser from covered title issues relating subject to the Propertyprovisions of Paragraph 5(d), the Purchase Price will be reduced on account of Seller's retention of the Additional Acres by an amount equal to the product of the number of acres contained within the Additional Acres multiplied by the quotient of the Purchase Price divided by the acreage contained in the Real Property as determined in accordance with Paragraph 4 above.

Title. Seller 5.1 Title to any material, equipment or other item to be provided or supplied by Supplier to WELL CLEANUP as part of the Supply shall furnish Purchaser a commitment for an ALTA Homeowners Policy of Title Insurance (or an ALTA Owner’s Policy of Title Insurance when the ALTA Homeowners Policy of Title Insurance is not applicable for issuance pass to WELL CLEANUP on the transaction)date; 5.1.1 any such material, in the amount equipment or item is identified as a part of the Purchase PriceSupply; or 5.1.2 payment with respect to such item or relevant portions thereof is made; or 5.1.3 upon termination of the Agreement for any reason; whichever of the foregoing shall first occur. 5.2 Supplier recognises WELL CLEANUP and/or End-user’s ownership and title to the Supply and any and all WELL CLEANUP provided items, from a together with any document or item furnished by WELL CLEANUP to Supplier during the term of the Agreement. 5.3 Supplier shall not have the right to withhold the Supply as security for claims on WELL CLEANUP, even if the parties are in disagreement about payment. 5.4 Supplier guarantees that any part of the Supply to which WELL CLEANUP holds title company shall not be subject to any lien, any sub-supplier’s retention of Purchaser’s choosingtitle or any other encumbrance. Such title evidence No such lien shall be prepared and issued granted by . Seller shall pay supplier during the state filed title premium for the applicable ALTA Homeowners/Owners Policy that is issued at Closing. Purchaser shall pay all other title premiums and costs, in excess performance or production of the applicable ALTA Homeowners/Owners Policy premiumSupply. Should any claim by Supplier or sub-suppliers or his affiliated companies be made against any part of the Supply, including but not limited to an action for or against title, Supplier will defend such claim and take necessary actions to clear the title. Supplier also hereby agrees to defend, indemnify and hold WELL CLEANUP, End-user, WELL CLEANUP other suppliers or WELL CLEANUP affiliated companies harmless from and against all lender required losses, expenses or other consequences of any such claim. 5.5 Any item to which WELL CLEANUP holds title insurance premiums and endorsementswhich remains in the possession of Supplier or any sub-suppliers of Supplier, the title commitment, and the title search/exam cost. The title commitment shall be continued to marked and otherwise identified by Supplier as being the date property of Closing WELL CLEANUP and/or End-user and shall show record title be stored and maintained separately from other property. 5.6 Supplier shall, upon WELL CLEANUP request, have its bank or other financial institution acknowledge to be marketable in the name of Seller, free and clear from material defects, WELL CLEANUP that there are no liens and or encumbrances, except (a) those created or assumed by Purchaser, (b) those specifically set forth in this Agreement, (c) those liens and mortgages that will be released at (or before) Closing and removed from title, (d) rights of tenants specifically disclosed to Purchaser in Paragraph 31 or the Leased Property Addendum, (e) zoning ordinances, (f) legal highways, and (g) restrictions and utility easements of record (unless they unreasonably interfere which would conflict with the location of existing buildings, the present use of the Property, or uses which Purchaser has disclosed to Seller in writing). If the WELL CLEANUP title evidence reveals any other title defect(s), Seller shall have thirty (30) days after demand by Purchaser to remove such defect(s) and Closing shall be delayed accordingly. If Seller is unable or unwilling to remove the defect(s), Purchaser may accept title subject to such defect(s) or may terminate this Agreement and the termination procedures in Paragraph 23 shall apply. The parties recognize and understand that an ALTA Homeowners/Owners Policy is an optional form of insurance to protect the Purchaser from covered title issues relating to the Propertyas aforesaid.

Title. Seller Buyer shall furnish Purchaser obtain, as soon as available after the Effective Date, a preliminary title report or commitment for an ALTA Homeowners Policy the Real Property prepared by the Title Company together with copies of Title Insurance (or an ALTA Owner’s Policy of Title Insurance when the ALTA Homeowners Policy of Title Insurance is not applicable for issuance documents shown on the transaction)schedules to such report (collectively, the “Commitment”) showing the Title Company’s willingness to issue a standard coverage owner’s title insurance policy with the provision that Buyer may request an extended coverage owner’s title insurance policy on the Real Property so long as it provides the information and survey the Title Company may require to issue such extended policy. Buyer shall request that Title Company also deliver a copy of such Commitment to Seller. Buyer will have ten (10) business days after the later of receipt of (a) the Commitment and (b) the Survey within which to examine the Commitment and notify Seller in writing of any exceptions which Buyer disapproves or other objections to title including exceptions for any liens or other matters to be satisfied by Seller at Closing. If Buyer fails to notify Seller within such ten (10) business day period of any exceptions which Buyer disapproved or other objections to title, title will be deemed accepted. 8.1.1.1 If Buyer timely notifies Seller of specific disapproved exceptions or other objections to title within such ten (10) business day period, Seller will have Ten (10) business days after receipt of Buyer’s notification of any disapproved exceptions or other objections to title in which to advise Buyer in writing that: (i) Seller will cause the amount disapproved exceptions or other objections to title to be removed or remedied or obtain appropriate endorsements to the Title Policy on or before the Closing Date; or (ii) Seller will not cause the disapproved exceptions or other objections to title to be removed or remedied or cause appropriate endorsements to the Title Policy to be issued. (iii) If Seller does not notify Buyer of its election within the ten (10) business day period, Seller will be deemed to have elected to not cause the disapproved exceptions to be removed. 8.1.1.2 If Seller elects to not cause the disapproved exceptions or other objections to title to be removed or remedied or cause appropriate endorsement to the Title Policy to be issued, Buyer will have ten (10) business days after receipt of Seller’s notification to elect, as its sole remedy, to: (i) Proceed with the purchase and acquire the Real Property subject to the disapproved exceptions and other objections to title without reduction in the Purchase Price; or (ii) Cancel the Escrow and this Agreement by written notice to Seller and Escrow Holder, from a in which case the Xxxxxxx Money Deposit and any interest that may have accrued on any portion thereof in Escrow before its release will be returned to Buyer and the charges of the Title Company to cancel Escrow, if any, will be shared equally by Seller and Buyer. (iii) If Buyer does not give Seller notice of its election within ten (10) business days, Buyer will be deemed to have elected to proceed with this transaction pursuant to Section 8.1.1.2(i) above. 8.1.1.3 If Seller commits to remove any disapproved exception to title company or remedy any other objection to title and fails to do so by the expiration of Purchaser’s choosing. Such title evidence shall the Due Diligence Period and the parties fail to negotiate an extension to the Due Diligence Period so that Seller can remove any disapproved exception or remedy such objection to title, Seller will be prepared in default under this Agreement and issued by Buyer may, at Buyer's election, terminate this Agreement, receive an immediate return of the Xxxxxxx Money Deposit and any interest that may have accrued on any portion thereof in Escrow before its release, and pursue its remedies as set forth in Section 19. Seller shall pay the state filed title premium then be solely responsible for the applicable ALTA Homeowners/Owners Policy that is issued at Closing. Purchaser shall pay all other title premiums and costs, in excess charges of the applicable ALTA Homeowners/Owners Policy premiumTitle Company to cancel Escrow and to cancel commitments for title insurance, including but not limited to all lender required title insurance premiums and endorsements, the title commitment, and the title search/exam cost. The title commitment shall be continued to the date of Closing and shall show record title to be marketable in the name of Seller, free and clear from material defects, liens and encumbrances, except (a) those created or assumed by Purchaser, (b) those specifically set forth in this Agreement, (c) those liens and mortgages that will be released at (or before) Closing and removed from title, (d) rights of tenants specifically disclosed to Purchaser in Paragraph 31 or the Leased Property Addendum, (e) zoning ordinances, (f) legal highways, and (g) restrictions and utility easements of record (unless they unreasonably interfere with the location of existing buildings, the present use of the Property, or uses which Purchaser has disclosed to Seller in writing). If the title evidence reveals any other title defect(s), Seller shall have thirty (30) days after demand by Purchaser to remove such defect(s) and Closing shall be delayed accordingly. If Seller is unable or unwilling to remove the defect(s), Purchaser may accept title subject to such defect(s) or may terminate this Agreement and the termination procedures in Paragraph 23 shall apply. The parties recognize and understand that an ALTA Homeowners/Owners Policy is an optional form of insurance to protect the Purchaser from covered title issues relating to the Propertyif any.

Title. Seller Buyer shall furnish Purchaser have the right to review and approve ----- or disapprove, in its reasonable discretion, the legal description of the Land and any matters of title as disclosed by the following documents ("Title Documents") to be delivered to Buyer at Seller's sole cost and expense: a CLTA title commitment for an ALTA Homeowners Policy of issued by Chicago Title Insurance Company (or an ALTA Owner’s Policy of the "Title Insurance when Company") with respect to the ALTA Homeowners Policy of Property (the "Title Insurance is not applicable for issuance on the transactionReport"), in the amount together with legible copies of the Purchase Price, from a title company of Purchaser’s choosing. Such title evidence shall be prepared and issued by . Seller shall pay the state filed title premium for the applicable ALTA Homeowners/Owners Policy that is issued at Closing. Purchaser shall pay all other title premiums and costs, in excess of the applicable ALTA Homeowners/Owners Policy premium, including but not limited to all lender required title insurance premiums and endorsements, the title commitment, and the title search/exam cost. The title commitment shall be continued underlying documents relating to the date of Closing and shall show record title to be marketable in the name of Seller, free and clear from material defects, liens and encumbrances, except (a) those created or assumed by Purchaser, (b) those specifically Schedule B exceptions set forth in this Agreementsuch title commitment. Buyer acknowledges that Seller has caused the Title Company to deliver the Title Documents to Buyer prior to the Effective Date. Buyer has obtained, at its sole cost and expense, a survey of each Property. Buyer has had until the Effective Date to give Seller and Escrow Holder written notice (c"Buyer's Title Notice") those liens and mortgages that will be released at (of Buyer's disapproval or before) Closing and removed from title, (d) rights conditional approval of tenants specifically disclosed to Purchaser the legal description or any matters shown in Paragraph 31 the Title Documents or the Leased Property Addendum, (e) zoning ordinances, (f) legal highways, and (g) restrictions and utility easements survey. The failure of record (unless they unreasonably interfere with Buyer to give Buyer's Title Notice on or before the location of existing buildings, the present use Effective Date shall be deemed to constitute Buyer's approval of the Property, or uses which Purchaser has disclosed to Seller in writing)legal description and all of the Title Documents. If Buyer disapproves or conditionally approves any matters of title shown in the title evidence reveals any other title defect(s)Title Documents, Seller shall have thirty give Buyer written notice (30which shall hereinafter be referred to as "Seller's Title Notice"), within three (3) days after demand of its receipt of Buyer's Title Notice, of those matters of title disclosed on the Title Documents that have not been approved by Purchaser Buyer pursuant to remove such defect(sthis Paragraph 7(a)(i) which Seller covenants and agrees to either eliminate from the Title Policy as exceptions to title to the Property or to ameliorate to Buyer's satisfaction by the Closing shall be delayed accordinglyDate as a condition to the Close of Escrow for Buyer's benefit. If Seller is unable does not elect in Seller's Title Notice to eliminate or unwilling ameliorate any disapproved or conditionally approved matters as provided above, or if Buyer disapproves, in Buyer's reasonable discretion, Seller's Title Notice, then Buyer shall have the right, by a writing delivered to remove the defect(s)Seller and Escrow Holder within two (2) days of Buyer's receipt of Seller's Title Notice, Purchaser may accept title subject to such defect(s(A) waive its prior disapproval, in which event said disapproved matter(s) shall be deemed approved, or may (B) terminate this Agreement and the termination procedures Escrow created pursuant hereto, in Paragraph 23 which event the Deposit shall applybe immediately delivered to Seller, and this Agreement, the Escrow and the rights and obligations of the parties hereunder shall terminate. The parties recognize If Seller fails to timely deliver Seller's Title Notice, then Seller will be deemed to have elected not to eliminate or ameliorate to Buyer's satisfaction any disapproved or conditionally approved matters set forth in Buyer's Title Notice on or before the Close of Escrow. Notwithstanding anything to the contrary contained in this Agreement, Buyer hereby disapproves all liens evidencing monetary encumbrances (other than liens for non-delinquent real property taxes or assessments), and understand that an ALTA Homeowners/Owners Policy Seller agrees to cause all such liens to be eliminated at Seller's sole cost and expense (including all prepayment penalties and charges) prior to or concurrently with the Close of Escrow. In the event any additional matters encumber the Property which are set forth in any amendment or a supplement to the Title Documents ("Supplemental Title Documents"), Buyer shall give Seller and Escrow Holder written notice ("Buyer's Supplemental Title Notice") of Buyer's disapproval or conditional approval of any matters shown on the Supplemental Title Documents on or before the date which is an optional form three (3) business days after Buyer's receipt of insurance the Supplemental Title Documents. Seller may elect to protect the Purchaser from covered title issues eliminate or ameliorate any disapproved or conditionally approved matters relating to the PropertySupplemental Title Documents, and Buyer may elect to waive its prior disapproval of such matters or terminate this Agreement in accordance with the time periods and provisions set forth herein.

Title. Title will be marketable in Seller shall furnish at the time of Closing, subject to the matters set forth in the Preliminary Title Report delivered to Purchaser pursuant to Section 9.c below (the “Preliminary Report”), the documents referred to in Section 9 below and those matters shown on the Map of the Project. Seller, at its expense, will give to Purchaser a title insurance commitment (the "Commitment") issued by the Title Company to insure the title to the Unit in Purchaser’s name for an ALTA Homeowners Policy of Title Insurance (or an ALTA Owner’s Policy of Title Insurance when the ALTA Homeowners Policy of Title Insurance is not applicable for issuance on the transaction), in the amount of the Purchase Price. If the Commitment discloses the existence of any defects in title, from other than those set forth in the Preliminary Report, the documents referred to in Section 9 below and the standard printed exceptions appearing in the Commitment, and such defects render title to any portion of the Unit unmarketable and the defects are not waived by Purchaser, Purchaser must give Seller written notice of the title defects within seven (7) days after receipt of the Commitment (or receipt of any revised Commitment listing new exceptions to title). Thereafter, Seller will have forty-five (45) days in which Seller may elect to cure the defects and render title marketable or provide title insurance against the defects, and if necessary the Closing shall be postponed accordingly. If Seller fails to cure the defects or provide title insurance after timely notice of the defects or Seller elects not to pursue a cure or title company insurance as evidenced by a written notice to Purchaser, Purchaser, as its sole remedy, may elect, within seven (7) days after the earlier of Purchaser’s choosing. Such title evidence shall be prepared and issued by . Seller shall pay receipt of Seller’s notice of election not to cure or the state filed title premium for the applicable ALTA Homeowners/Owners Policy that is issued at Closing. Purchaser shall pay all other title premiums and costs, in excess end of the applicable ALTA Homeowners/Owners Policy premiumforty-five (45) day period, including but not limited to all lender required title insurance premiums and endorsements, the title commitment, and the title search/exam cost. The title commitment shall be continued to the date of Closing and shall show record title to be marketable in the name of Seller, free and clear from material defects, liens and encumbrances, except either (a) those created or assumed by to terminate this Agreement, in which event all amounts paid to Seller under this Agreement will be returned to Purchaser, and neither party will have any further obligations under this Agreement; (b) those specifically with Seller’s consent, to grant one or more additional periods of time within which Seller may but shall not be required to attempt to cure, remove or obtain title insurance protection against the exceptions; or (c) to accept title with all defects as shown in the Commitment, without adjustment in the Purchase Price. If Purchaser fails to give timely notice of termination, Purchaser will be deemed to have elected to accept title as shown in the Commitment and to have waived all defects. Purchaser expressly relinquishes and waives any and all other remedies, claims, demands, and causes of action at law or in equity against Seller for failure to deliver marketable title. No equitable title to the Unit will pass to Purchaser until Closing. The deadlines set forth in this AgreementSection 8 shall not be extended for any reason as described in Section 14.b below. After the Closing, (c) those liens and mortgages that Seller, at its expense, will be released at (or before) Closing and removed from title, (d) rights of tenants specifically disclosed cause the Title Company to issue to Purchaser a title insurance policy in Paragraph 31 or the Leased Property Addendum, (e) zoning ordinances, (f) legal highways, and (g) restrictions and utility easements of record (unless they unreasonably interfere conformance with the location of existing buildings, the present use of the Property, or uses which Purchaser has disclosed to Seller in writing). If the title evidence reveals any other title defect(s), Seller shall have thirty (30) days after demand by Purchaser to remove such defect(s) and Closing shall be delayed accordingly. If Seller is unable or unwilling to remove the defect(s), Purchaser may accept title subject to such defect(s) or may terminate this Agreement and the termination procedures in Paragraph 23 shall apply. The parties recognize and understand that an ALTA Homeowners/Owners Policy is an optional form of insurance to protect the Purchaser from covered title issues relating to the PropertyCommitment.

Title. Title shall be issued to Buyer as OFFEROR AND OFFEROR, husband and wife, as tenants by the entirety. Seller does not warrant title to the Property. Prior to closing, Seller, through Seller’s title insurance agency and at Seller’s expense, shall furnish Purchaser provide Buyer with a commitment Preliminary Commitment for an ALTA Homeowners Policy of Title Insurance (“Preliminary Commitment”) relating to the Property. It is agreed that Buyer shall notify Seller, in writing, within FIFTEEN (15) DAYS of the date of the Preliminary Commitment specifying any defect(s) in title. Seller shall, at its option, correct said defect(s) prior to the date of closing. If Seller intends but is unable to correct said defect(s) on or an ALTA Ownerbefore the date of closing, at Seller’s Policy option and upon written notice to Buyer on or before the date of Title Insurance when closing, the ALTA Homeowners Policy date of Title Insurance is closing shall be extended up to NINETY (90) DAYS for the purpose of correcting said defect(s). If title cannot applicable for issuance on the transactionbe made insurable or Seller declines to cure said defect(s), in this Agreement shall terminate and all payments made by Buyer heretofore shall be returned to Buyer and Seller shall have no further liability to Buyer, or any third party, for the amount termination of the Purchase Price, from a sale. It is agreed that Buyer shall have the option of waiving any defect in title company and Seller shall not be liable for any damages by reason of Purchaser’s choosingsaid defect(s) in title. Such The failure of Buyer to identify any defect in title evidence shall be prepared deemed Buyer’s acceptance of and satisfaction with title. Title shall be delivered at the time of closing by Quitclaim Deed. The Owners’ Policy will be issued thereafter by the respective title agency. Seller The sale provided for herein and the conveyance to be made hereunder shall pay the state filed title premium for the applicable ALTA Homeowners/Owners Policy that is issued at Closing. Purchaser shall pay be fully subject to all other title premiums and costs, in excess of the applicable ALTA Homeowners/Owners Policy premiumencumbrances, including but not limited to all lender required patents, easements, access to public waters, conditions, taxes, assessments, zoning regulations, rights-of-way, exceptions and restrictions of record and reservations of oil, petroleum, gas, coal, ore, minerals, fissionable materials, geothermal resources, fossils or other rights and interests gaseous, liquid and solid, in and under the Property. Seller’s liability for defective title insurance premiums and endorsements, the title commitment, and the title search/exam cost. The title commitment discovered after closing shall be continued limited to all monies paid to Seller towards the purchase of the Property up and to the date of Closing and shall show record title to be marketable in the name of Seller, free and clear from material defects, liens and encumbrances, except (a) those created or assumed by Purchaser, (b) those specifically set forth in this Agreement, (c) those liens and mortgages that will be released at (or before) Closing and removed from title, (d) rights of tenants specifically disclosed to Purchaser in Paragraph 31 or the Leased Property Addendum, (e) zoning ordinances, (f) legal highways, and (g) restrictions and utility easements of record (unless they unreasonably interfere with the location of existing buildings, the present use of the Property, or uses which Purchaser has disclosed to Seller in writing)said discovery. If the title evidence reveals any other title defect(s), Seller shall have thirty (30) days after demand by Purchaser no further liability to remove such defect(s) and Closing shall be delayed accordingly. If Seller is unable Buyer, or unwilling to remove third party, for the defect(s), Purchaser may accept title subject to such defect(s) or may terminate this Agreement and the termination procedures in Paragraph 23 shall apply. The parties recognize and understand that an ALTA Homeowners/Owners Policy is an optional form of insurance to protect the Purchaser from covered title issues relating to the Propertydefective title.

Title. Purchaser shall have until the expiry of the Inspection Period (the “Title Review Period”) to examine the title to and Survey of the Property and satisfy itself that the title to the Property is good and free from all registered restrictions, charges, liens, and encumbrances except as otherwise specifically provided in this Agreement and subject to the Permitted Encumbrances, and to give written notice to Seller (the “Title Objection Notice”) of any objectionable matter or defect which affects the marketability or insurability of the title to the Property (the “Title Objections”). If Purchaser fails to deliver the Title Objection Notice prior to the expiration of the Title Review Period, Purchaser shall be deemed to have waived its right to make Title Objections. If Purchaser does give Seller timely notice of any Title Objections, Seller agrees to notify Purchaser within ten (10) days following Seller’s receipt of the Title Objection Notice as to whether Seller will attempt to cure such Title Objections by the Closing Date (it being specifically acknowledged and understood that Seller shall furnish have no obligation whatsoever to cure, remedy or otherwise cause any Title Objections to be removed or insured over). If Seller fails to notify Purchaser a commitment for an ALTA Homeowners Policy of Title Insurance within said ten (10) day period or an ALTA Owner’s Policy of Title Insurance when the ALTA Homeowners Policy of Title Insurance is Seller notifies Purchaser within said ten (10) day period that Seller does not applicable for issuance on the transaction), in the amount intend to attempt to cure any or all of the Purchase PriceTitle Objections by the Closing Date, from a then Purchaser may as its sole and exclusive remedy either (i) waive its Title Objections and take title company of Purchaser’s choosing. Such title evidence shall be prepared and issued by . Seller shall pay the state filed title premium for the applicable ALTA Homeowners/Owners Policy that is issued at Closing. Purchaser shall pay all other title premiums and costs, in excess of the applicable ALTA Homeowners/Owners Policy premium, including but not limited to all lender required title insurance premiums and endorsements, the title commitment, and the title search/exam cost. The title commitment shall be continued to the date Property subject thereto pursuant to the remaining terms of Closing and shall show record title to be marketable in the name of Seller, free and clear from material defects, liens and encumbrances, except (a) those created or assumed by Purchaser, (b) those specifically set forth in this Agreement, or (cii) those liens and mortgages terminate this Agreement by giving written notice to Seller prior to the expiration of such ten (10) day period following receipt by the Seller of such Title Objection Notice. Further, if Seller notifies Purchaser that will Seller intends to attempt to cure the Title Objections by the Closing Date but Seller fails to cure such Title Objections by such date, then Purchaser shall be released at entitled to exercise its option under subsection 7(b)(i) or (or beforeii) above, provided that the option under subsection 7(b)(ii) above shall be exercised prior to the Closing and removed from titleDate. Upon any termination of this Agreement pursuant to this Section 7(b), (d) rights of tenants specifically disclosed all Deposits shall be refunded to Purchaser in Paragraph 31 or (after deducting the Leased Property Addendum, (e) zoning ordinances, (f) legal highways, and (g) restrictions and utility easements of record (unless they unreasonably interfere with the location of existing buildings, the present use of the Property, or uses which Purchaser has disclosed to Seller in writing). If the title evidence reveals any other title defect(s), Seller shall have thirty (30) days after demand by Purchaser to remove such defect(s) and Closing shall be delayed accordingly. If Seller is unable or unwilling to remove the defect(sReview Fee), Purchaser may accept title subject shall deliver the Confidential Information to such defect(s) or may terminate Seller, and this Agreement shall be null and the termination procedures in Paragraph 23 shall apply. The parties recognize void and understand that an ALTA Homeowners/Owners Policy is an optional form of insurance to protect the no further force or effect with Purchaser from covered title issues relating to the Propertyand Seller having no further rights, obligations or liabilities hereunder except as otherwise set forth herein.

Title. Buyer may, at any time during the Inspection Period, object in writing ("BUYER'S TITLE OBJECTION NOTICE") and in good faith to any liens, encumbrances, and other matters reflected by the Title Commitment. All such matters to which Buyer so objects shall be "NON-PERMITTED ENCUMBRANCES"; if no such objection notice is given during the Inspection Period, all matters reflected by the Title Commitment shall be "PERMITTED ENCUMBRANCES." Seller may, but shall not be obligated to, cure, remove or insure around all Non-Permitted Encumbrances. In addition, Seller shall furnish Purchaser a commitment be obligated to remove or insure around by Closing all mortgages, deeds of trust, judgment liens, mechanic's and materialmen's liens, and other monetary liens against the Property (other than the liens for an ALTA Homeowners Policy of Title Insurance (or an ALTA Owner’s Policy of Title Insurance when the ALTA Homeowners Policy of Title Insurance is taxes and assessments which are not applicable for issuance on the transactiondelinquent), in whether or not Buyer objects thereto during the amount Inspection Period. Within five (5) days after receipt of the Purchase PriceBuyer's Title Objection Notice, from a title company of Purchaser’s choosing. Such title evidence shall be prepared and issued by . Seller shall pay the state filed title premium for the applicable ALTA Homeowners/Owners Policy that is issued at Closing. Purchaser shall pay all other title premiums and costs, in excess of the applicable ALTA Homeowners/Owners Policy premium, including but not limited to all lender required provide an updated title insurance premiums and endorsements, commitment (the title commitment, and the title search/exam cost. The title commitment shall be continued to the date of Closing and shall show record title to be marketable in the name of Seller, free and clear from material defects, liens and encumbrances, except (a) those created or assumed by Purchaser, (b) those specifically set forth in this Agreement, (c) those liens and mortgages that will be released at (or before) Closing and removed from title, (d) rights of tenants specifically disclosed to Purchaser in Paragraph 31 or the Leased Property Addendum, (e) zoning ordinances, (f) legal highways, and (g) restrictions and utility easements of record (unless they unreasonably interfere with the location of existing buildings, the present use of the Property, or uses which Purchaser has disclosed to Seller in writing"Title Commitment Update"). If the title evidence reveals any Title Commitment Update does not address all of Buyer's objections set forth in Buyer's Title Objection Notice to the reasonable satisfaction of Buyer, then Buyer may either (a) terminate this Agreement in accordance with Section 11(b) by written notice to Seller within five (5) business days after receipt of the Title Commitment Update or (b) purchase the Property subject to the Non-Permitted Encumbrances (other title defect(sthan monetary liens that Seller is obligated to remove or insure around), and the Non-Permitted Encumbrances (other than liens that Seller is obligated to remove or insure around) shall have thirty thereafter be deemed Permitted Encumbrances. The Lease is hereby designated as a Permitted Encumbrance. In addition, Buyer may, within five (305) days after demand receipt of the As-Built Survey to be delivered by Purchaser Seller to Buyer pursuant to Section 5(m) hereof, object in writing to matters reflected on such As-Built Survey so long as (i) such objections are to matters which render title to the Property unmarketable, which constitute a material deviation from the Site Plan attached to the Lease, or which otherwise constitute a violation of applicable zoning ordinances and (ii) such objections, to the extent not previously covered by Buyer's Title Objections, relate to matters not reflected on the Existing Survey heretofore delivered by Seller to Buyer. Seller may, but shall not be obligated to, cure or remove any such defect(s) and Closing shall be delayed accordinglysurvey objections made by Buyer in accordance with this Section 7. If Seller is unable does not cause all such survey objections to be removed, cured or unwilling insured around to remove Buyer's reasonable satisfaction within fifteen (15) days after receipt by Seller of such survey objections, then Buyer may either (a) terminate this Agreement in accordance with Section 11(b) by delivering notice to Seller prior to the defect(s), Purchaser may accept title expiration of such fifteen (15) day period or (b) purchase the Property subject to such defect(s) or may terminate this Agreement and the termination procedures in Paragraph 23 shall apply. The parties recognize and understand that an ALTA Homeowners/Owners Policy is an optional form of insurance to protect the Purchaser from covered title issues relating to the Propertysurvey objections.

Title. Seller shall furnish Purchaser has provided Buyer with a commitment copy of its existing title insurance policy for an ALTA Homeowners Policy of the Property. Seller has ordered from Xxxxxxx Title Guaranty Company (“Title Insurer”), and Buyer has received, a Commitment for Title Insurance (or for an ALTA Owner’s Policy of Form B Title Insurance when Policy for the ALTA Homeowners Policy Property (with copies of all instruments listed as exceptions to title) (collectively, the “Commitment”). Buyer shall have until the expiration of the Inspection Period within which to examine said Commitment. If Buyer objects to any title encumbrances disclosed in the Commitment, Buyer shall, prior to the expiration of the Inspection Period, notify Seller in writing, specifying the objectionable title encumbrances (a “Title Insurance is Notice”). If Buyer fails to timely give such notice specifying the objectionable title encumbrances, Buyer will be deemed to have approved the matters set forth in the Commitment (and all matters over which the Title Insurer has agreed to insure in the Commitment, Buyer having had the right to give a Title Notice with respect to any such matter over which the Title Insurer has agreed to insure in the Commitment), all of which shall be included in the “Permitted Exceptions.” If Buyer timely gives such notice specifying objectionable title encumbrances, all matters set forth in the Commitment which are not applicable for issuance on objected to in Buyer’s notice (including all matters over which the transactionTitle Insurer has agreed to insure in the Commitment, Buyer having had the right to give a Title Notice with respect to any such matter over which the Title Insurer has agreed to insure in the Commitment) will be included in the “Permitted Exceptions.” Seller may elect (but shall have no obligation whatsoever) to attempt to cure any title matters within thirty (30) days from receipt of the Title Notice (the “Title Cure Period”), in which event the amount of the Purchase PriceClosing, from a title company of Purchaser’s choosing. Such title evidence if it otherwise is scheduled to occur earlier, shall be prepared and issued by . Seller shall pay extended until the state filed title premium for the applicable ALTA Homeowners/Owners Policy that is issued at Closing. Purchaser shall pay all other title premiums and costs, in excess earlier of the applicable ALTA Homeowners/Owners Policy premium, including but not limited to all lender required title insurance premiums and endorsements, the title commitment, and the title search/exam cost. The title commitment shall be continued to the date of Closing and shall show record title to be marketable in the name of Seller, free and clear from material defects, liens and encumbrances, except (a) those created or assumed by Purchaser, (b) those specifically set forth in this Agreement, (c) those liens and mortgages that will be released at (or before) Closing and removed from title, (d) rights of tenants specifically disclosed to Purchaser in Paragraph 31 or the Leased Property Addendum, (e) zoning ordinances, (f) legal highways, and (g) restrictions and utility easements of record (unless they unreasonably interfere with the location of existing buildings, the present use of the Property, or uses which Purchaser has disclosed to Seller in writing). If the title evidence reveals any other title defect(s), Seller shall have thirty (30) days after demand receipt of the Title Notice or five (5) business days after such matter is cured. Within five (5) business days after receiving Buyer’s Title Notice (the “Seller’s Title Notice Period”), Seller shall notify Buyer if Seller intends to attempt to effectuate such cure. In the event that Seller gives notice during the Seller’s Title Notice Period that Seller elects not to attempt to effectuate cure of the subject title matters, or if Seller fails to give notice during the Seller’s Title Notice Period of Seller’s intention to attempt to effectuate such cure, then Buyer may, within two (2) business days after Seller’s notice, or if no notice is given the expiration of the Seller’s Title Notice Period, terminate this Agreement by Purchaser notice to remove Seller, in which event the Deposit, and all interest earned thereon, shall be returned to Buyer, provided that if Buyer does not timely so terminate this Agreement, Buyer shall be deemed to have waived objection to any such defect(stitle matter (which matters will be included within the Permitted Exceptions) and Closing shall be delayed accordingly. If Seller is unable or unwilling agreed to remove the defect(s), Purchaser may accept title subject thereto, without reduction in the Purchase Price. In the event Seller gives such notice of its intention to attempt to effectuate such defect(s) or may cure and thereafter fails to actually effectuate such cure within the Title Cure Period, Buyer’s sole rights with respect thereto shall be to terminate this Agreement within two (2) business days after the expiration of the Title Cure Period, in which event the Deposit, and all interest earned thereon, shall be returned to Buyer, provided that if Buyer does not so terminate this Agreement within two (2) business days after the expiration of the Title Cure Period, Buyer shall be deemed to have waived objection to any such title matter (which matters will be included within the Permitted Exceptions) and agreed to accept title subject thereto, without reduction in the Purchase Price. The foregoing notwithstanding: (A) at Closing, Seller will pay off any mortgage loans obtained by Seller, (B) Buyer shall have the right to give a Gap Notice as set forth below with respect to any filed mechanic’s lien not disclosed by the Title Insurer or known to Buyer prior to the expiration of the Inspection Period and terminate the Agreement on account thereof unless Seller elects to pay or bond off, or, for such liens of less than $100,000, cause the Title Insurer to insure over, the same (Seller having no obligation to do so), and (C) taxes will be paid and pro-rated as set forth in Section 8. Buyer may, prior to Closing, notify Seller in writing (a “Gap Notice”) of any title exceptions (i) raised by the Title Insurer between the expiration of the Inspection Period and Closing and (ii) not disclosed by the Title Insurer or otherwise known to Buyer prior to the expiration of the Inspection Period; provided that Buyer must notify Seller of such unacceptable exceptions within three (3) business days of being made aware of the existence of such exceptions. If Buyer sends a Gap Notice to Seller, Buyer and Seller shall have the same rights and obligations with respect to such notice and the termination procedures in Paragraph 23 shall apply. The parties recognize exceptions set forth therein as apply to a Title Notice and understand that an ALTA Homeowners/Owners Policy is an optional form of insurance to protect the Purchaser from covered title issues relating exceptions set forth therein pursuant to the Propertypreceding paragraph.

Title. Seller warrants that they presently have title to said Property, and at the time the sale is consummated agrees to convey marketable and insurable title in and to said Property to Purchaser by General Warranty Deed, subject only to (1) zoning ordinances affecting said Property, (2) all matters of record affecting said Property, (3) subdivision restrictions of record, and (4) all matters that would be shown on a current and accurate survey of said property, and (5) leases, other easements, other restrictions and encumbrances affecting the Property. Title marketability shall furnish Purchaser be determined in accordance with Applicable Law, as supplemented by the Title Standards of the State Bar of Association of the state in which the Property is located. Any defect in the title which does not impair marketability pursuant to said Title Standards, shall not constitute a commitment for an ALTA Homeowners Policy of Title Insurance (or an ALTA Owner’s Policy of Title Insurance when the ALTA Homeowners Policy of Title Insurance is not applicable for issuance valid objection on the transaction)part of the Purchaser; provided that the Seller furnishes any affidavits or other documents, if any, required by the applicable Title Standard to cure such defect. In the event leases are specified in this Contract, Purchaser agrees to assume Seller's responsibilities there under to the Tenant and to the Broker who negotiated such leases. If Seller is unable to convey title in the amount quality set forth above, Purchaser shall have the option of either (i) taking such title as Seller can give, without abatement of the Purchase Price, from a title company of Purchaser’s choosing. Such title evidence or (ii) being repaid all moneys paid on account by Purchaser to Seller including Xxxxxxx Money held by Auctioneer; and, if Buyer elects to terminate the agreement, there shall be prepared no further liability or obligation by either of the parties hereunder and issued this Agreement shall become null and void and of no force or effect. A title report shall be provided to the Purchaser by . Seller shall pay the state filed title premium for the applicable ALTA Homeowners/Owners Policy that is issued at ClosingClosing Firm as identified in paragraph 8 of this agreement. Purchaser shall pay all other title premiums and costs, in excess have five (5) days from the receipt of the applicable ALTA Homeowners/Owners Policy premium, including but not limited title report in which to all lender required examine title insurance premiums and endorsements, to furnish Seller with a written statement of objections affecting the insurability of said title. If Seller fails or is unable to satisfy valid title commitment, and the title search/exam cost. The title commitment shall be continued objections at or prior to the date of Closing and shall show record closing or any unilateral extension thereof, which would prevent the Seller from conveying insurable title to be marketable in the name of Seller, free and clear from material defects, liens and encumbrances, except (a) those created or assumed by Purchaser, (b) those specifically set forth in this Agreement, (c) those liens and mortgages that will be released at (or before) Closing and removed from title, (d) rights of tenants specifically disclosed to Purchaser in Paragraph 31 or the Leased Property Addendum, (e) zoning ordinances, (f) legal highways, and (g) restrictions and utility easements of record (unless they unreasonably interfere with the location of existing buildings, the present use of the Property, or uses which Purchaser has disclosed to Seller in writing). If the title evidence reveals any other title defect(s)then Purchaser, Seller shall have thirty (30) days after demand by Purchaser to remove such defect(s) and Closing shall be delayed accordingly. If Seller is unable or unwilling to remove the defect(s), Purchaser may accept title subject to such defect(s) or may terminate this the Agreement without penalty upon written notice to Seller. Insurable title as used herein shall mean title which a title insurance company licensed to do business in the state where the Property is located will insure, subject only to standard exceptions and the termination procedures in Paragraph 23 shall apply. The parties recognize and understand that an ALTA Homeowners/Owners Policy is an optional form of insurance to protect the Purchaser from covered title issues relating to the Property.items (1) through

Title. Buyer(s) represents and warrants that Buyer(s) has read, received and approved copies of (1) a preliminary title report or commitment for the Property, (2) deed, covenants, conditions, restrictions, reservations, rights, rights of way and easements of record, if any, affecting the Property, and (3) any and all other matters disclosed in the preliminary title report. Buyer(s) covenants and agrees that Seller shall furnish Purchaser a commitment for an ALTA Homeowners Policy of Title Insurance be under no obligation to (A) remove any title exception or an ALTA Owner’s Policy of Title Insurance when the ALTA Homeowners Policy of Title Insurance is not applicable for issuance on the transaction), defect identified in the amount of the Purchase Price, from a title company of Purchaser’s choosing. Such commitment or title evidence shall be prepared and issued by . report, (B) bring any action or proceeding or bear any expense whatsoever in order to enable Seller shall pay the state filed to convey title premium for the applicable ALTA Homeowners/Owners Policy that is issued at Closing. Purchaser shall pay all other title premiums and costs, in excess of the applicable ALTA Homeowners/Owners Policy premium, including but not limited to all lender required title insurance premiums and endorsements, the title commitment, and the title search/exam cost. The title commitment shall be continued to the date of Closing and shall show record Property in accordance with this Agreement, or (C) otherwise make such title to the Property marketable and/or insurable. Any attempt by Seller to remove any such title exceptions and/or title defects will not impose an obligation upon Seller to remove those exceptions or defects. Xxxxx(s) acknowledges that Xxxxxx’s title to the Property may be marketable in the name subject to court approval of Seller, free and clear from material defects, liens and encumbrances, except (a) those created foreclosure or assumed by Purchaser, (b) those specifically to a mortgagor’s right of redemption. Unless otherwise set forth in this Agreementthe “Key Terms”, the providers of title and escrow/closing services (c“Closing Agent”) those liens and mortgages have been designated by Seller, with Seller agreeing to pay the policy premium for a state-specific standard owner’s policy of title insurance (without endorsements).” In the event that will Buyer(s) has selected the Closing Agent, Buyer(s) shall be released at (or before) Closing and removed from title, (d) rights deemed to have waived any obligation for Seller to pay the premium for a such state-specific standard owner’s policy of tenants specifically disclosed to Purchaser in Paragraph 31 or the Leased Property Addendum, (e) zoning ordinances, (f) legal highwaystitle insurance, and xxxxxx agrees to be solely responsible for all title and closing costs charged by Closing Agent. IF, FOR ANY REASON, SELLER DETERMINES IN ITS SOLE DISCRETION THAT IT IS UNABLE OR IT IS ECONOMICALLY NOT FEASIBLE TO CONVEY GOOD AND MARKETABLE TITLE TO THE PROPERTY AT CLOSING AND SUCH CLOSING DATE IS NOT EXTENDED OR OTHERWISE AMENDED IN THE SOLE AND ABSOLUTE DISCRETION OF SELLER AS SET FORTH ELSEWHERE IN THIS AGREEMENT, THEN SELLER MAY CANCEL THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT BY WRITTEN NOTICE TO BUYER(S) AND THE ESCROW AGENT. SUCH RIGHT TO CANCEL SHALL BE AN UNLIMITED RIGHT TO CANCEL. IN SUCH EVENT, ESCROW AGENT SHALL RETURN TO BUYER(S) (gAS BUYER(S) restrictions and utility easements of record (unless they unreasonably interfere with the location of existing buildingsSOLE AND EXCLUSIVE REMEDY) THE XXXXXXX MONEY DEPOSIT. UPON RETURN OF THE XXXXXXX MONEY DEPOSIT AS PROVIDED IN THIS SECTION, the present use of the PropertyTHE TRANSACTION CONTEMPLATED BY THIS AGREEMENT SHALL BE TERMINATED, or uses which Purchaser has disclosed to Seller in writing). If the title evidence reveals any other title defect(s)AND BUYER(S) AND SELLER SHALL BE RELEASED FROM ANY FURTHER OBLIGATION, Seller shall have thirty (30) days after demand by Purchaser to remove such defect(s) and Closing shall be delayed accordingly. If Seller is unable or unwilling to remove the defect(s)EACH TO THE OTHER, Purchaser may accept title subject to such defect(s) or may terminate this Agreement and the termination procedures in Paragraph 23 shall apply. The parties recognize and understand that an ALTA Homeowners/Owners Policy is an optional form of insurance to protect the Purchaser from covered title issues relating to the PropertyIN CONNECTION WITH THIS AGREEMENT EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN.

Title. (a) Seller shall has caused Chicago Title Company (the "TITLE COMPANY"), to furnish Purchaser a commitment Commitment for Title Insurance (the "COMMITMENT") from the Title Company addressed to Purchaser covering (i) each Acquired Property and the Improvements and (ii) each Assumed Lease requested by Purchaser, pursuant to which the Title Company shall commit to issue to Purchaser an ALTA Homeowners Owner's Policy of Title Insurance (or an ALTA Owner’s Policy of Title Insurance when the ALTA Homeowners Policy of Title Insurance is not applicable for issuance on the transaction"TITLE POLICY"), together with legible copies of all instruments described in the amount Commitment evidencing defects in, exceptions or objections to or encumbrances upon title to each Acquired Property and the Improvements. Seller and Purchaser shall each bear one-half of all costs associated with the Commitment and Title Policy. (b) Seller shall have provided Purchaser with a report of searches made of the Purchase Price, from a title company of Purchaser’s choosing. Such title evidence shall be prepared and issued Uniform Commercial Code Records in jurisdictions determined by . Seller shall pay the state filed title premium for the applicable ALTA Homeowners/Owners Policy that is issued at Closing. Purchaser shall pay all other title premiums and costs, in excess of the applicable ALTA Homeowners/Owners Policy premium, including but not limited to all lender required title insurance premiums and endorsements, the title commitment, and the title search/exam cost. The title commitment shall be continued to the date of Closing and shall show record title to be marketable in the name of Seller (the "UCC SEARCHES"), evidencing any Liens relating thereto granted by Seller, free . Seller and clear from material defects, liens Purchaser shall each bear one-half of all costs associated with the UCC Searches. (c) Purchaser shall have 15 business days following receipt of the later of the Commitment provided for in this SECTION 7.4 and encumbrances, except (a) those created the Survey provided for in SECTION 7.5 hereof to deliver to Seller its written objections to any matters reflected in the Commitment or assumed the Survey. Any such matters which are not objected to by Purchaser within said 15 business days shall all be considered Permitted Encumbrances. Seller shall in good faith diligently work to have the title and survey exceptions raised by Purchaser, (b) those specifically set forth in this Agreementother than the Permitted Encumbrances, (c) those liens and mortgages that will be released at (cured or before) Closing and removed from title, (d) rights to the reasonable satisfaction of tenants specifically disclosed to Purchaser in Paragraph 31 or the Leased Property Addendum, (e) zoning ordinances, (f) legal highways, and (g) restrictions and utility easements of record (unless they unreasonably interfere with the location of existing buildings, the present use of the Property, or uses which within 15 days after Purchaser has disclosed to notifies Seller in writing). If the title evidence reveals any other title defect(s), Seller shall have thirty (30) days after demand by Purchaser to remove writing of such defect(s) and Closing shall be delayed accordinglyexceptions or objections. If Seller is unable fails to cure or unwilling to remove the defect(s)satisfy such objections for any reason within such time period, Purchaser may either (i) accept conveyance of title to the Acquired Properties, the Improvements and the Assumed Leases subject to such defect(suncured matters and proceed with the Closing contemplated herein (in which event all such matters shall be deemed Permitted Encumbrances), or (ii) or may give written notice to Seller electing to terminate this Agreement and the termination procedures in Paragraph 23 shall apply. The parties recognize and understand that an ALTA Homeowners/Owners Policy is an optional form of insurance pursuant to protect the Purchaser from covered title issues relating to the PropertyARTICLE X hereof.

Title. Seller warrants that they presently have title to said Property, and at the time the sale is consummated agrees to convey marketable and insurable title in and to said Property to Purchaser by Limited Warranty Deed, subject only to the following permitted exceptions: (1) zoning ordinances affecting said Property, (2) all matters of record affecting said Property, (3) subdivision covenants and restrictions of record, (4) all facts, matters and conditions that would be shown on a current and accurate survey of said Property, (5) prior mineral reservations, and (6) leases, other easements, other restrictions and encumbrances affecting the Property. Title marketability shall furnish Purchaser be determined in accordance with Applicable Law, as supplemented by the Title Standards of the State Bar of Association of the state in which the Property is located. Any defect in the title which does not impair marketability pursuant to said Title Standards, shall not constitute a commitment for an ALTA Homeowners Policy of Title Insurance (or an ALTA Owner’s Policy of Title Insurance when the ALTA Homeowners Policy of Title Insurance is not applicable for issuance valid objection on the transaction)part of the Purchaser; provided that the Seller furnishes any affidavits or other documents, if any, required by the applicable Title Standard to cure such defect. In the event leases are specified in this Contract, Purchaser agrees to assume Seller's responsibilities thereunder to the Tenant and to the Broker who negotiated such leases. If Seller is unable to convey title in the amount quality set forth above, Purchaser shall have the option of either (i) taking such title as Seller can give, without abatement of the Purchase Price, from a title company of Purchaser’s choosing. Such title evidence or (ii) being repaid all moneys paid on account by Purchaser to Seller including Xxxxxxx Money held by Auctioneer; and, if Buyer elects to terminate the agreement, there shall be prepared and issued no further liability or obligation by . Seller shall pay the state filed title premium for the applicable ALTA Homeowners/Owners Policy that is issued at Closing. Purchaser shall pay all other title premiums and costs, in excess either of the applicable ALTA Homeowners/Owners Policy premium, including but not limited to all lender required title insurance premiums parties hereunder and endorsements, the title commitment, this Agreement shall become null and the title search/exam costvoid and of no force or effect. The A title commitment shall be continued provided to the date Purchaser by the Closing Firm as identified in paragraph 8 of Closing this agreement. Purchaser shall have five (5) days from the receipt of the title report in which to examine title and shall show record to furnish Seller with a written statement of objections affecting the insurability of said title. If Seller fails or is unable to satisfy valid title objections at or prior to the closing or any unilateral extension thereof, which would prevent the Seller from conveying insurable title to be marketable in the name of Seller, free and clear from material defects, liens and encumbrances, except (a) those created or assumed by Purchaser, (b) those specifically set forth in this Agreement, (c) those liens and mortgages that will be released at (or before) Closing and removed from title, (d) rights of tenants specifically disclosed to Purchaser in Paragraph 31 or the Leased Property Addendum, (e) zoning ordinances, (f) legal highways, and (g) restrictions and utility easements of record (unless they unreasonably interfere with the location of existing buildings, the present use of the Property, or uses then Purchaser, may terminate the Agreement without penalty upon written notice to Seller. Insurable title as used herein shall mean title which Purchaser has disclosed a title insurance company licensed to Seller do business in writing)the state where the Property is located will insure, subject only to standard exceptions and items (1) through (6) listed above. If Purchaser does not provide a written statement of objections affecting the insurability of the title evidence reveals any other title defect(s), Seller shall have thirty (30) days after demand by Purchaser to remove such defect(s) and Closing shall be delayed accordingly. If Seller is unable or unwilling to remove the defect(s), Purchaser may accept title subject to such defect(s) or may terminate this Agreement and the termination procedures in Paragraph 23 shall apply. The parties recognize and understand that an ALTA Homeowners/Owners Policy is an optional form of insurance to protect the Purchaser from covered title issues relating to the Property.within five

Title. Regardless of the method of payment and the status of the ownership registration, title to a purchased Vehicle does not pass to the Buyer until payment in full has been made and the funds have actually been received by the Auction. Seller reserves ownership of the Vehicle, and title to and ownership of the Vehicle will not transfer to Buyer until the sale price for the Vehicle has been paid in full to Auction for benefit of Seller. For example, if payment is made by uncertified cheque, title does not pass to the Buyer until the cheque has been honoured by the drawer’s bank. Notwithstanding the foregoing, the Buyer assumes full liability and responsibility for all Vehicle Losses once it has been determined in accordance with the Auction Policies that the Buyer’s bid is the winning bid and all risks related to the Vehicle shall be transferred to Buyer. If the purchase of the Vehicle is financed by any lender (a “Lender”) and the purchase price for the Vehicle is paid to Seller (via the Auction) by such Lender on behalf of Buyer (or by Buyer out of the proceeds of such financing), (i) Seller hereby assigns all of its rights under this contract, including its reservation of ownership, to Lender, and Buyer consents to such assignment, (ii) Buyer consents to the publication of a reservation of ownership by Seller and of the assignment thereof to Lender, by Seller, Xxxxxx or their representatives, (iii) Seller shall furnish Purchaser a commitment for an ALTA Homeowners Policy of Title Insurance (or an ALTA Owner’s Policy of Title Insurance when the ALTA Homeowners Policy of Title Insurance is not applicable for issuance on the transaction), in the amount of the Purchase Price, from a title company of Purchaser’s choosing. Such title evidence shall be prepared and issued by . Seller shall pay the state filed title premium for the applicable ALTA Homeowners/Owners Policy that is issued at Closing. Purchaser shall pay all other title premiums and costs, in excess of the applicable ALTA Homeowners/Owners Policy premium, including but not limited to all lender required title insurance premiums and endorsements, the title commitment, and the title search/exam cost. The title commitment shall be continued to the date of Closing remain responsible as seller hereunder notwithstanding such assignment and shall show record title to be marketable in the name indemnify and hold Lender harmless of Seller, free and clear from material defects, liens and encumbrances, except (a) those created or assumed by Purchaser, (b) those specifically set forth in this Agreement, (c) those liens and mortgages that will be released at (or before) Closing and removed from title, (d) rights of tenants specifically disclosed to Purchaser in Paragraph 31 or the Leased Property Addendum, (e) zoning ordinances, (f) legal highwaysany liability hereunder, and (giv) restrictions all terms and utility easements conditions of record (unless they unreasonably interfere the loan and security agreement entered into or to be entered into from time to time by Xxxxx and Lender shall be applicable hereto and the purchase price of the Vehicle shall be payable in accordance with the location of existing buildings, the present use of the Property, or uses which Purchaser has disclosed provisions applicable to Seller in writing)an advance made thereunder. If the title evidence reveals purchase of the Vehicle is not financed by any other title defect(s)lender, the Seller shall have thirty (30) days after demand by Purchaser hereby assigns all of its rights with respect to remove such defect(s) and Closing shall be delayed accordingly. If Seller is unable or unwilling the Vehicle to remove the defect(s), Purchaser may accept title subject to such defect(s) or may terminate this Agreement and the termination procedures in Paragraph 23 shall applyAuction. The parties recognize Seller agrees that the Auction can deduct any amounts owing by the Seller to Auction from any amounts owing to Seller hereafter. Xxxxx and understand that an ALTA Homeowners/Owners Policy is an optional form Seller waive all rights of insurance to protect set‐off against the Purchaser from covered title issues relating to Auction and each other in connection with any Vehicle sold through the PropertyAuction.

Title. Seller shall furnish Purchaser a commitment for an ALTA Homeowners Policy of Title Insurance (or an ALTA Owner’s Policy of Title Insurance when to the ALTA Homeowners Policy of Title Insurance is not applicable for issuance on the transaction), in the amount of the Purchase Price, from a title company of Purchaser’s choosing. Such title evidence Premises shall be prepared good and issued by . Seller shall pay the state filed title premium for the applicable ALTA Homeowners/Owners Policy that is issued at Closing. Purchaser shall pay all other title premiums and costsmarketable, in excess of the applicable ALTA Homeowners/Owners Policy premium, including but not limited to all lender required title insurance premiums and endorsements, the title commitment, and the title search/exam cost. The title commitment shall be continued to the date of Closing and shall show record title to be marketable in the name of Sellerfee simple title, free and clear from material of all liens, claims of adverse possession or prescriptive rights, easements, covenants, restrictions and other encumbrances which directly adversely impact upon the present use of the Premises ("Encumbrances") whatsoever, as shall be insurable as such at regular rates by title companies licensed to do business in the Commonwealth of Pennsylvania. Buyer shall have the sole but reasonable discretion to determine whether the title is acceptable to Buyer for the use set forth herein and such determination is an absolute condition precedent to Buyer's obligations hereunder, provided that Buyer informs Seller of any unacceptable title conditions ("Buyer's Objections") prior to the end of the due diligence period, exclusive of title conditions which arise subsequent to the due diligence period but prior to Settlement. Buyer shall perform its initial title examination within the due diligence period and at that time give a preliminary written notice to the Seller concerning the acceptability of title. A final title examination will be done prior to transfer of title. In the event, however, Buyer would determine that title is not acceptable, Buyer shall timely provide Seller written notice of any defects, liens deficiency, clouds in said title, and encumbrancesSeller shall, except within ten (a10) those created days after receipt of Buyer's Title Objections, give written notice to Buyer ("Seller's Notice") stating whether Seller will cure all Buyer's Objections on or assumed by Purchaserprior to the Closing, or which of such objections Seller will refuse to cure. If Seller's Notice indicates that Seller refuses to cure any Buyer's Objection, then Buyer shall have the option to take title with the objectionable condition "as- is" or terminate this Agreement on written notice to Seller given within ten (b10) those specifically days of receipt of Seller's Notice, in which event Escrow Agent shall refund the Deposit to Buyer, whereupon neither party shall have any further duty or obligation to the other. Seller shall at Closing, convey marketable title free and clear of all Buyer's Objections which Seller agreed in Seller's Notice Seller would cure. In addition, and notwithstanding anything to the contrary set forth in this Agreement, Seller shall cure at or prior to Closing any Encumbrance which can be removed at time of Closing by payment of liquidated amount or by posting a bond, as well as any Encumbrance arising after the date of Buyer's delivery of Buyer's Objections and prior to the Closing Date, except for any of the foregoing arising from the acts or omissions of Buyer, its agents, contractors or employees. Seller shall not be obligated to cure non-liquidated Encumbrances (ce.g., easements, covenants and restrictions) those liens and mortgages that will be released at (or before) Closing and removed from title, (d) rights of tenants specifically disclosed to Purchaser in Paragraph 31 or the Leased Property Addendum, (e) zoning ordinances, (f) legal highways, and (g) restrictions and utility easements of record (unless they unreasonably interfere with the location of existing buildings, the present use as of the Property, or uses date of Buyer's Objection and which Purchaser has disclosed Seller advises Buyer in Seller's Notice that Seller does not wish to Seller in writing)cure. If the title evidence reveals any other title defect(s), Seller shall have thirty a period not to exceed forty-five (3045) days after demand by Purchaser to remove such defect(s) and cure any Buyer's Objection to Buyer's reasonable satisfaction, which may require xxx appropriate extension of the Closing shall be delayed accordingly. If Seller is unable or unwilling to remove the defect(s), Purchaser may accept title subject to such defect(s) or may terminate this Agreement and the termination procedures in Paragraph 23 shall apply. The parties recognize and understand that an ALTA Homeowners/Owners Policy is an optional form of insurance to protect the Purchaser from covered title issues relating to the PropertyDate.

Title. Seller shall Optionor shall, within thirty (30) days from the receipt of Optionee’s notice to exercise the option to purchase, furnish Purchaser Buyer with a commitment Commitment, through Xxxxxx Title Services, Inc. for an ALTA Homeowners Policy of Owner’s Title Insurance Policy for the Property (or an ALTA Owner’s Policy of Title Insurance when the ALTA Homeowners Policy of Title Insurance is not applicable for issuance on the transaction“Commitment”), with the Commitment to be in the full amount of the Purchase Price, from a and showing marketable title company of Purchaser’s choosing. Such to be vested in Optionor in accordance with this Option Agreement, the land title evidence shall be prepared and issued by . Seller shall pay the state filed title premium for the applicable ALTA Homeowners/Owners Policy that is issued at Closing. Purchaser shall pay all other title premiums and costs, in excess laws of the applicable ALTA Homeowners/Owners Policy premium, including but not limited to all lender required title insurance premiums and endorsements, the title commitmentState of Iowa, and the Iowa Title Standards of the Iowa State Bar Association. Optionee shall notify Optionor, within 7 days of receipt of the Commitment, in writing, of any matters or exceptions to the title search/exam costwhich are unacceptable to Optionee (the “Objection Notice”). The title commitment If, any matters, conditions or exceptions are unacceptable to Optionee (in Optionee’s reasonable discretion, exercised in good faith) and Optionee notifies Optionor in writing of such fact prior to the expiration of the 7 day period, Optionor shall exercise reasonable efforts to cure such matters, conditions or exceptions at least five (5) days prior to the scheduled Closing (as defined in “h” below), or if necessary extend the scheduled Closing of up to ten (10) days to complete such cure. If Optionee fails to notify Optionor in writing of any matters, conditions or exceptions which are unacceptable to Optionee prior to the expiration of the 7 day period, such exceptions shall be continued to the date of Closing deemed accepted by Optionee and shall show record title constitute permitted exceptions (the “Permitted Exceptions”) and Optionee’s right to request Optionor to cure such matters, conditions or exceptions shall be marketable in the name of Seller, free and clear from material defects, liens and encumbrances, except (a) those created or assumed deemed waived by Purchaser, (b) those specifically set forth in this Agreement, (c) those liens and mortgages that will be released at (or before) Closing and removed from title, (d) rights of tenants specifically disclosed to Purchaser in Paragraph 31 or the Leased Property Addendum, (e) zoning ordinances, (f) legal highways, and (g) restrictions and utility easements of record (unless they unreasonably interfere with the location of existing buildings, the present use of the Property, or uses which Purchaser has disclosed to Seller in writing)Optionee. If the title evidence reveals any other title defect(s), Seller shall have thirty (30) days after demand by Purchaser Optionor notifies Optionee in writing that Optionor is unable to remove such defect(sunacceptable matters, conditions or exceptions, or if Optionor fails or refuses to cure said unacceptable matters, conditions or exceptions within the time period provided, Optionee may, as Optionee’s sole and exclusive remedies, either (i) and Closing terminate this Agreement by giving Optionor written notice thereof, in which event the Xxxxxxx Money shall be delayed accordinglyreturned to Optionee, and neither party shall have any further rights, duties, or obligations hereunder and this Agreement shall thereafter be null and void for all purposes (with the exception of provisions pertaining to the payment of option price to Optionor, indemnity and hold harmless, crop damage, and lease to Optionee, if applicable); or (ii) elect to purchase the Property subject to such unacceptable items or objections not so eliminated, modified, or cured, in which event the Purchase Price shall not be reduced. If Seller Optionee shall make such election upon the earlier of the time scheduled for Closing, or within five (5) business days of receipt of Optionor’s written notice that it is unable or unwilling to remove the defect(s), Purchaser may accept title subject exceptions or that the exceptions cannot be removed or cured on commercially reasonable terms. Optionee’s failure to such defect(sprovide written notice in timely manner shall constitute any election of (ii) or may terminate above within the meaning of this Agreement paragraph. Costs for obtaining a standard owner’s policy shall be split evenly between Optionor and the termination procedures in Paragraph 23 Optionee. All additional endorsements requested by Optionee shall apply. The parties recognize and understand that an ALTA Homeowners/Owners Policy is an optional form of insurance to protect the Purchaser from covered title issues relating to the Propertybe at Optionee’s cost.

Title. Title shall be issued to Buyer as OFFEROR and OFFEROR, husband and wife, as tenants by the entirety. Seller does not warrant title to the Property. Prior to closing, Seller, through Seller’s title insurance agency and at Seller’s expense, shall furnish Purchaser provide Buyer with a commitment Preliminary Commitment for an ALTA Homeowners Policy of Title Insurance (“Preliminary Commitment”) relating to the Property. It is agreed that Buyer shall notify Seller, in writing, within FIFTEEN (15) days of the date of the Preliminary Commitment specifying any defect(s) in title. Seller shall, at its option, correct said defect(s) prior to the date of closing. If Seller intends but is unable to correct said defect(s) on or an ALTA Ownerbefore the date of closing, at Seller’s Policy option and upon written notice to Buyer on or before the date of Title Insurance when closing, the ALTA Homeowners Policy date of Title Insurance is closing shall be extended up to NINETY (90) days for the purpose of correcting said defect(s). If title cannot applicable for issuance on the transactionbe made insurable or Seller declines to cure said defect(s), in this Agreement shall terminate and all payments made by Buyer heretofore shall be returned to Buyer and Seller shall have no further liability to Buyer, or any third party, for the amount termination of the Purchase Price, from a sale. It is agreed that Buyer shall have the option of waiving any defect in title company and Seller shall not be liable for any damages by reason of Purchaser’s choosingsaid defect(s) in title. Such The failure of Buyer to identify any defect in title evidence shall be prepared deemed Buyer’s acceptance of and satisfaction with title. Title shall be delivered at the time of closing by Quitclaim Deed. The Owners’ Policy will be issued thereafter by the respective title agency. Seller The sale provided for herein and the conveyance to be made hereunder shall pay the state filed title premium for the applicable ALTA Homeowners/Owners Policy that is issued at Closing. Purchaser shall pay be fully subject to all other title premiums and costs, in excess of the applicable ALTA Homeowners/Owners Policy premiumencumbrances, including but not limited to all lender required patents, easements, access to public waters, conditions, taxes, assessments, zoning regulations, rights-of-way, exceptions and restrictions of record and reservations of oil, petroleum, gas, coal, ore, minerals, fissionable materials, geothermal resources, fossils or other rights and interests gaseous, liquid and solid, in and under the Property. Seller’s liability for defective title insurance premiums and endorsements, the title commitment, and the title search/exam cost. The title commitment discovered after closing shall be continued limited to all monies paid to Seller towards the purchase of the Property up and to the date of Closing and shall show record title to be marketable in the name of Seller, free and clear from material defects, liens and encumbrances, except (a) those created or assumed by Purchaser, (b) those specifically set forth in this Agreement, (c) those liens and mortgages that will be released at (or before) Closing and removed from title, (d) rights of tenants specifically disclosed to Purchaser in Paragraph 31 or the Leased Property Addendum, (e) zoning ordinances, (f) legal highways, and (g) restrictions and utility easements of record (unless they unreasonably interfere with the location of existing buildings, the present use of the Property, or uses which Purchaser has disclosed to Seller in writing)said discovery. If the title evidence reveals any other title defect(s), Seller shall have thirty (30) days after demand by Purchaser no further liability to remove such defect(s) and Closing shall be delayed accordingly. If Seller is unable Buyer, or unwilling to remove third party, for the defect(s), Purchaser may accept title subject to such defect(s) or may terminate this Agreement and the termination procedures in Paragraph 23 shall apply. The parties recognize and understand that an ALTA Homeowners/Owners Policy is an optional form of insurance to protect the Purchaser from covered title issues relating to the Propertydefective title.

Title. Seller By December 24, 1998, Buyer shall furnish Purchaser obtain a complete title report or commitment with respect to the Property (with copies of all instruments listed as exceptions to title). If Buyer disapproves of any matters disclosed in the title report, Buyer shall give written notice to MetLife of such disapproval, indicating in reasonable detail the nature and reasons for an ALTA Homeowners Policy Buyer's objection, prior to the expiration of Title Insurance the Inspection Period. If Buyer fails to give such notice of disapproval prior to the expiration of the Inspection Period, Buyer shall be deemed to have approved all matters disclosed in the title report. In the event Buyer so notifies MetLife of Buyer's disapproval of the title report, MetLife may elect (or an ALTA Owner’s Policy but shall have no obligation whatsoever) to attempt to cure any disapproved matter within thirty (30) days from receipt of Title Insurance when such notice (the ALTA Homeowners Policy of Title Insurance is not applicable for issuance on the transaction"TITLE CURE PERIOD"), in which event the amount of the Purchase PriceClosing, from a title company of Purchaser’s choosing. Such title evidence if it otherwise is scheduled to occur earlier, shall be prepared and issued by . Seller shall pay extended until the state filed title premium for the applicable ALTA Homeowners/Owners Policy that is issued at Closing. Purchaser shall pay all other title premiums and costs, in excess earlier of the applicable ALTA Homeowners/Owners Policy premium, including but not limited to all lender required title insurance premiums and endorsements, the title commitment, and the title search/exam cost. The title commitment shall be continued to the date of Closing and shall show record title to be marketable in the name of Seller, free and clear from material defects, liens and encumbrances, except (a) those created or assumed by Purchaser, (b) those specifically set forth in this Agreement, (c) those liens and mortgages that will be released at (or before) Closing and removed from title, (d) rights of tenants specifically disclosed to Purchaser in Paragraph 31 or the Leased Property Addendum, (e) zoning ordinances, (f) legal highways, and (g) restrictions and utility easements of record (unless they unreasonably interfere with the location of existing buildings, the present use of the Property, or uses which Purchaser has disclosed to Seller in writing). If the title evidence reveals any other title defect(s), Seller shall have thirty (30) days after demand receipt of such notice or three (3) business days after such matter is cured. Within five (5) business days after receiving Buyer's notice (the "TITLE NOTICE PERIOD"), MetLife shall notify Buyer if MetLife intends to attempt to effectuate such cure. In the event that, prior to the expiration of the Title Notice Period, MetLife fails to give such notice of its intention to attempt to effectuate such cure, Buyer may, within two (2) business days after the expiration of the Title Notice Period, terminate this Agreement by Purchaser notice to remove such defect(s) MetLife in which event the Deposit, and Closing all interest earned thereon, shall be delayed accordingly. If Seller is unable or unwilling returned to remove Buyer, provided if Buyer does not so terminate this Agreement within two (2) business days after the defect(s)expiration of the Title Notice Period, Purchaser may Buyer shall be deemed to have waived objection to any such title matter and agreed to accept title subject thereto, without reduction in the Purchase Price. In the event MetLife gives such notice of its intention to attempt to effectuate such defect(s) or may cure and thereafter fails to actually effectuate such cure within the Title Cure Period, Buyer's sole rights with respect thereto shall be to terminate this Agreement within two (2) business days after the expiration of the Title Cure Period, in which event the Deposit, and all interest earned thereon, shall be returned to Buyer, provided if Buyer does not so terminate this Agreement within two (2) business days after the termination procedures expiration of the Title Cure Period, Buyer shall be deemed to have waived objection to any such title matter and agreed to accept title subject thereto, without reduction in Paragraph 23 shall apply. The parties recognize and understand that an ALTA Homeowners/Owners Policy is an optional form of insurance to protect the Purchaser from covered title issues relating to the PropertyPurchase Price.

Title. Purchaser shall have the right, at any time during the Contingency Period, to object in writing to any liens and encumbrances reflected by the Title Commitment or Survey. All liens and encumbrances to which Purchaser so objects are hereinafter referred to as the "NON-PERMITTED ENCUMBRANCES"; if no such notice of objection is given during the Contingency Period, then it shall be deemed that all matters reflected by the Survey and Title Commitment are "PERMITTED ENCUMBRANCES". Seller shall furnish use reasonable efforts, at its sole cost, to cure or remove all Non-Permitted Encumbrances and give Purchaser a commitment for an ALTA Homeowners Policy written notice thereof before the end of Title Insurance the Contingency Period; provided, however, that Seller, at its sole cost, shall be obligated to cure or remove at or before Closing all mortgages, deeds of trust, judgment liens, mechanics and materialmen's liens, and other liens against the Property, whether or not Purchaser objects thereto during the Contingency Period. Further, Seller shall cause any leases relating to the Land and Improvements to be terminated on or before Closing. If Seller does not timely cause all of the Non-Permitted Encumbrances to be removed or cured, and timely written notice thereof to be given to Purchaser, then Purchaser shall have the right to either (i) terminate this Agreement in accordance with Section 12(b) hereof by delivering notice to Seller, or an ALTA Owner’s Policy (ii) attempt to remove or cure the Non- Permitted Encumbrances and deduct the cost of Title Insurance when the ALTA Homeowners Policy of Title Insurance is not applicable for issuance on the transaction), in the amount of such removal or cure from the Purchase Price, from a title company of Purchaser’s choosing. Such title evidence shall be prepared and issued by . or (iii) elect to purchase the Property subject to the Non- Permitted Encumbrances, other than liens that Seller shall pay the state filed title premium for the applicable ALTA Homeowners/Owners Policy that is issued at Closing. Purchaser shall pay all other title premiums and costs, in excess of the applicable ALTA Homeowners/Owners Policy premium, including but not limited obligated to all lender required title insurance premiums and endorsements, the title commitmentcure or remove, and the title search/exam cost. The title commitment shall be continued Non-Permitted Encumbrances (other than liens that Seller is obligated to the date of Closing and shall show record title cure or remove) subject to be marketable in the name of Seller, free and clear from material defects, liens and encumbrances, except (a) those created or assumed by Purchaser, (b) those specifically set forth in this Agreement, (c) those liens and mortgages that will be released at (or before) Closing and removed from title, (d) rights of tenants specifically disclosed to Purchaser in Paragraph 31 or the Leased Property Addendum, (e) zoning ordinances, (f) legal highways, and (g) restrictions and utility easements of record (unless they unreasonably interfere with the location of existing buildings, the present use of the Property, or uses which Purchaser has disclosed elects to Seller in writing). If purchase the title evidence reveals any other title defect(s), Seller Property shall have thirty (30) days after demand by Purchaser to remove such defect(s) and Closing shall thereafter be delayed accordingly. If Seller is unable or unwilling to remove the defect(s), Purchaser may accept title subject to such defect(s) or may terminate this Agreement and the termination procedures in Paragraph 23 shall apply. The parties recognize and understand that an ALTA Homeowners/Owners Policy is an optional form of insurance to protect the Purchaser from covered title issues relating to the PropertyPermitted Encumbrances.

Title. Seller (a) The Company shall furnish Purchaser have good, valid and marketable fee simple title to the Owned Real Property, subject only to Permitted Exceptions. (b) Acquirer may, at Acquirer’s sole cost and expense, order (i) a commitment (the “Title Commitment”) for an ALTA Homeowners Policy of Title Insurance (or an ALTA Owner’s Policy of Title Insurance when for the ALTA Homeowners Policy Real Property from the Title Company (“Title Policy”) and (ii) a current survey or an update of any existing survey of the Property certified to Contributor, Acquirer and the Title Insurance is not applicable for issuance on Company (the transaction“Survey”). (c) If any title defects or encumbrances appear in the Title Commitment or the Survey, other than the Permitted Exceptions (“Title Objections”), Acquirer may reject title by giving notice of such rejection to Contributors (“Acquirer’s Rejection Notice”) after receipt of the Title Commitment (or a bringdown or update thereof) and Survey, which notice shall specify the alleged Title Objections. If Acquirer shall so reject title, Contributors shall have the right, upon notice to Acquirer given not more than fifteen (15) days after receipt of Acquirer’s Rejection Notice, to adjourn the Closing for a period or periods not exceeding thirty (30) days in the amount aggregate, during which time Contributors shall endeavor to cure such Title Objections. (d) If Contributors shall elect not to cure or if Contributors shall elect to attempt to cure such alleged Title Objections and if, for any reason whatsoever, any or all of the same are not cured within such period not exceeding thirty (30) days, and Contributor shall give notice to Acquirer of such uncured Title Objections, Acquirer shall, within twenty (20) days after receiving such notice of Contributor, give notice to Contributor electing either to cancel and terminate this Agreement or to waive such alleged Title Objections without compensation or offset or abatement to or of the Purchase Price, from a and Acquirer shall thereupon take and accept title company of Purchaserto the Property “as is”. Acquirer’s choosing. Such title evidence failure to timely give such notice shall be prepared deemed an election by Acquirer to cancel and issued by . Seller shall pay the state filed title premium for the applicable ALTA Homeowners/Owners Policy that is issued at Closing. Purchaser shall pay all other title premiums and costs, in excess of the applicable ALTA Homeowners/Owners Policy premium, including but not limited to all lender required title insurance premiums and endorsements, the title commitment, and the title search/exam cost. The title commitment shall be continued to the date of Closing and shall show record title to be marketable in the name of Seller, free and clear from material defects, liens and encumbrances, except (a) those created or assumed by Purchaser, (b) those specifically set forth in terminate this Agreement, (c) those liens and mortgages that will be released at (or before) Closing and removed from title, (d) rights of tenants specifically disclosed to Purchaser in Paragraph 31 or the Leased Property Addendum, . (e) zoning ordinancesIf Acquirer shall cancel and terminate this Agreement pursuant to the terms of this Section 2.9, Contributors shall return the Deposit, together with any interest accrued thereon, to Acquirer and this Agreement shall in all respects be and become null and void and of no force or effect whatsoever, and no party hereto shall have any rights, claims, obligations or liabilities hereunder except for those which expressly survive the termination of this Agreement. (f) legal highwaysIn the event that Acquirer shall elect to waive such alleged Title Objections as aforesaid, and then the Closing shall take place on the later of (i) the Closing Date or (ii) the third (3rd) business day following the expiration of the twenty (20) day period referred to in Section 2.8(d) above. (g) restrictions Notwithstanding anything in this Section 2.8 to the contrary, Contributor shall, at its sole cost and utility easements expense, remove of record and otherwise cure Title Objections which (unless they unreasonably interfere i) can be removed of record by the payment of a liquidated amount, and/or (ii) arise out of the willful act of Contributor. (h) If (i) no Title Objections shall appear in the Title Commitment or Survey, (ii) any existing Title Objections shall be cured as aforesaid within the time hereinabove provided or (iii) Acquirer shall elect to waive any alleged Title Objections as aforesaid within the time hereinabove provided, then this Agreement shall remain in full force and effect. (i) Any unpaid taxes, assessments, water charges and sewer rents and any other liens and encumbrances which Contributors are obligated to pay and discharge hereunder, together with the location cost of existing buildingsrecording or filing any instruments necessary to discharge such liens and encumbrances of record, the present use may be paid out of the Propertyproceeds of any monies payable to Contributors at the Closing if Contributors deliver to Acquirer on the Closing Date official bills for such taxes, assessments, water charges, sewer rents, and instruments in recordable form sufficient to discharge such other liens and encumbrances of record. (j) If any instruments or affidavits are required by the Title Company in order to obviate a defect in or objection or exception to title including any standard exceptions, Company agrees to execute, acknowledge and deliver any such instruments and affidavits which shall be in such form and shall contain such terms and conditions as may be required by the Title Company to satisfy said company sufficiently for it to omit any defect in or objection or exception to title without any additional charge to Acquirer. (k) If a search of title discloses judgments, bankruptcies, or uses which Purchaser has disclosed other returns against other persons having names the same as or similar to Seller in writing). If the title evidence reveals any those of Contributors, Contributors will on request deliver to Acquirer an affidavit showing that such judgments, bankruptcies, or other title defect(s), Seller shall have thirty (30) days after demand by Purchaser to remove such defect(s) and Closing shall be delayed accordingly. If Seller is unable or unwilling to remove the defect(s), Purchaser may accept title subject to such defect(s) or may terminate this Agreement and the termination procedures in Paragraph 23 shall apply. The parties recognize and understand that an ALTA Homeowners/Owners Policy is an optional form of insurance to protect the Purchaser from covered title issues relating to the Propertyreturns are not against Contributors.

Title. At the Closing, Seller shall furnish convey to Purchaser a commitment for or its designee good and marketable fee simple title to the Property, subject only to the Permitted Encumbrances. It is mutually understood and agreed that no matter shall be construed to be an ALTA Homeowners Policy encumbrance or defect in title so long as such matter is not considered an encumbrance or defect under the Standards of Title Insurance (or an ALTA Owner’s Policy of Title Insurance when the ALTA Homeowners Policy of Title Insurance is not applicable for issuance on the transaction), in the amount of the Purchase PriceConnecticut Bar Association as amended or ss. ss.47-33b through 47-33l of the Connecticut General Statutes, from a title company of Purchaser’s choosing. Such title evidence shall be prepared and issued by . Seller shall pay the state filed title premium for the applicable ALTA Homeowners/Owners Policy that is issued at Closingwhere applicable. Purchaser shall pay all other title premiums and costs, in excess have a period of the applicable ALTA Homeowners/Owners Policy premium, including but not limited to all lender required title insurance premiums and endorsements, the title commitment, and the title search/exam cost. The title commitment shall be continued to the date of Closing and shall show record title to be marketable in the name of Seller, free and clear from material defects, liens and encumbrances, except (a) those created or assumed by Purchaser, (b) those specifically set forth in this Agreement, (c) those liens and mortgages that will be released at (or before) Closing and removed from title, (d) rights of tenants specifically disclosed to Purchaser in Paragraph 31 or the Leased Property Addendum, (e) zoning ordinances, (f) legal highways, and (g) restrictions and utility easements of record (unless they unreasonably interfere with the location of existing buildings, the present use of the Property, or uses which Purchaser has disclosed to Seller in writing). If the title evidence reveals any other title defect(s), Seller shall have thirty (30) days after demand by Purchaser from the execution of this Agreement to remove obtain a commitment for title insurance on the Property (the "Title Commitment"). Within ten (10) days thereafter, Purchaser's attorney shall notify Seller's attorney in writing of any exceptions to title which do not appear as Permitted Encumbrances on Schedule B. Seller shall proceed diligently and in good faith to cure any defects of title within sixty (60) days of receipt of such defect(s) notice at Seller's sole cost and Closing expense. Seller shall be delayed accordinglyrequired to undertake any necessary and reasonable measures and to bring any action or proceeding necessary and reasonable and to incur any reasonable expense necessary to render the title to the Property marketable at the Closing. If Seller is unable to cure such defect within said sixty (60) day period, Seller shall so advise Purchaser and Purchaser shall have the right to either: (i) accept such title as Seller can convey, upon the payment of the balance of the Purchase Price; or unwilling (ii) terminate this Agreement. In the event Purchaser terminates this Agreement pursuant to this paragraph 9, Seller shall return the Deposit and any interest accrued thereon to Purchaser together with a certified check or cashier's check to the order of Purchaser in payment of all reasonable expenses actually incurred by Purchaser (not to exceed $80,000.00) for: (i) the due diligence investigation provided for in subparagraphs A, B, D and E of paragraph 10 of this Agreement; and (ii) reasonable legal fees in connection with the transactions contemplated by this Agreement, and Purchaser shall return to Seller any and all documents and plans delivered to Purchaser by Seller, whereupon all rights and liabilities of the parties hereunder shall be at an end, with the exception of the parties' indemnification obligations as provided in paragraph 10 of this Agreement. No later than five (5) business days prior to the Closing, Purchaser shall cause an update of the Title Commitment to be prepared. As a condition of Closing, the updated Title Commitment shall reflect no change since the date of the original Title Commitment in the state or quality of title to the Property, except such changes as have been requested by Purchaser, which shall thereafter be deemed a Permitted Encumbrance. If the updated Title Commitment should disclose that the Property is affected by an outstanding exception to title which is not a Permitted Encumbrance and is not disclosed in the original Title Commitment and is not accepted by Purchaser as an additional Permitted Encumbrance, Purchaser shall notify Seller in writing of the outstanding exception and Seller shall have sixty (60) days from the date that it receives notice from Purchaser of said exception to remove the defect(s)objection to title or otherwise reasonably satisfy Purchaser with respect thereto and the Closing hereunder shall be adjourned until the date which is twenty (20) days following the earlier of the expiration of Seller's sixty (60) day cure period or the date that Seller satisfies Purchaser that the objection to title has been removed. If after any applicable adjournment Seller shall be unable to convey title to the Property in accordance with the provisions of this Agreement, then Purchaser may shall have the right to either: (i) accept such title subject to such defect(sas Seller can convey, upon the payment of the balance of the Purchase Price; or (ii) or may terminate this Agreement. In the event Purchaser terminates this Agreement pursuant to this paragraph 9, Seller shall return the Deposit and any interest accrued thereon to Purchaser together with a certified check or cashier's check to the termination procedures order of Purchaser in Paragraph 23 payment of all reasonable expenses actually incurred by Purchaser (not to exceed $80,000.00) for: (i) the due diligence investigation provided for in subparagraphs A, B, D and E of paragraph 10 of this Agreement; and (ii) reasonable legal fees in connection with the transactions contemplated by this Agreement, and Purchaser shall applyreturn to Seller any and all documents and plans delivered to Purchaser by Seller, whereupon all rights and liabilities of the parties hereunder shall be at an end, with the exception of the parties' indemnification obligations as provided in paragraph 10 of this Agreement. The parties recognize and understand that an ALTA Homeowners/Owners Policy is an optional form Purchaser shall bear all costs of any title insurance to protect the Purchaser from covered title issues relating to insuring Purchaser's interest in the Property.

Title. Purchaser shall have the right, at any time during the Contingency Period, to object in writing to any liens and encumbrances reflected by the Title Commitment or Survey. All liens and encumbrances to which Purchaser so objects are hereinafter referred to as the "NON-PERMITTED ENCUMBRANCES"; if no such notice of objection is given during the Contingency Period, then it shall be deemed that all matters reflected by the Survey and Title Commitment are "PERMITTED ENCUMBRANCES". Seller shall furnish use reasonable efforts, at its sole cost, to cure or remove all Non-Permitted Encumbrances and give Purchaser a commitment for an ALTA Homeowners Policy written notice thereof before the end of Title Insurance the Contingency Period; provided, however, that Seller, at its sole cost, shall be obligated to cure or remove at or before Closing all mortgages, deeds of trust, judgment liens, mechanics and materialmen's liens, and other liens against the Property, whether or not Purchaser objects thereto during the Contingency Period. Further, Seller shall cause any leases relating to the Land and Improvements to be terminated on or before Closing. If Seller does not timely cause all of the Non-Permitted Encumbrances to be removed or cured, and timely written notice thereof to be given to Purchaser, then Purchaser shall have the right to either (i) terminate this Agreement in accordance with Section 12(b) hereof by delivering notice to Seller, or an ALTA Owner’s Policy (ii) attempt to remove or cure the Non-Permitted Encumbrances and deduct the cost of Title Insurance when the ALTA Homeowners Policy of Title Insurance is not applicable for issuance on the transaction), in the amount of such removal or cure from the Purchase Price, from a title company of Purchaser’s choosing. Such title evidence shall be prepared and issued by . or (iii) elect to purchase the Property subject to the Non-Permitted Encumbrances, other than liens that Seller shall pay the state filed title premium for the applicable ALTA Homeowners/Owners Policy that is issued at Closing. Purchaser shall pay all other title premiums and costs, in excess of the applicable ALTA Homeowners/Owners Policy premium, including but not limited obligated to all lender required title insurance premiums and endorsements, the title commitmentcure or remove, and the title search/exam cost. The title commitment shall be continued Non-Permitted Encumbrances (other than liens that Seller is obligated to the date of Closing and shall show record title cure or remove) subject to be marketable in the name of Seller, free and clear from material defects, liens and encumbrances, except (a) those created or assumed by Purchaser, (b) those specifically set forth in this Agreement, (c) those liens and mortgages that will be released at (or before) Closing and removed from title, (d) rights of tenants specifically disclosed to Purchaser in Paragraph 31 or the Leased Property Addendum, (e) zoning ordinances, (f) legal highways, and (g) restrictions and utility easements of record (unless they unreasonably interfere with the location of existing buildings, the present use of the Property, or uses which Purchaser has disclosed elects to Seller in writing). If purchase the title evidence reveals any other title defect(s), Seller Property shall have thirty (30) days after demand by Purchaser to remove such defect(s) and Closing shall thereafter be delayed accordingly. If Seller is unable or unwilling to remove the defect(s), Purchaser may accept title subject to such defect(s) or may terminate this Agreement and the termination procedures in Paragraph 23 shall apply. The parties recognize and understand that an ALTA Homeowners/Owners Policy is an optional form of insurance to protect the Purchaser from covered title issues relating to the PropertyPermitted Encumbrances.

Title. Seller shall furnish Purchaser received a written commitment for an ALTA Homeowners Policy issuance of a title insurance policy by Chicago Title Insurance Company, having commitment number 20-22574CH dated March 19, 2021 (“Purchaser’s Title Commitment”). Purchaser does not have any objections to the matters of title that are disclosed in the Purchaser’s Title Commitment. If any encumbrance on title or lien that was not previously disclosed in Purchaser’s Title Commitment (or any update thereto previously received by Purchaser) attaches to the Property without Purchaser’s written consent (each an ALTA Owner’s Policy of Title Insurance when the ALTA Homeowners Policy of Title Insurance is not applicable for issuance on the transaction“Unpermitted Encumbrance”), in the amount of the Purchase Price, from a title company of Purchaser shall promptly deliver written notice thereof (“Purchaser’s choosing. Such title evidence shall be prepared and issued by Title Objection Notice”) to Seller after Purchaser receives an updated Purchaser’s Title Commitment disclosing the new encumbrance or other lien. Seller shall pay the state filed title premium for the applicable ALTA Homeowners/Owners Policy that is issued at Closing. Purchaser shall pay all other title premiums and costs, in excess of the applicable ALTA Homeowners/Owners Policy premium, including but not limited to all lender required title insurance premiums and endorsements, the title commitment, and the title search/exam cost. The title commitment shall be continued to have five (5) business days after the date of Closing and shall show record title receipt of such notice in which to be marketable in the name of Seller, free and clear from material defects, liens and encumbrances, except (a) those created or assumed by Purchaser, (b) those specifically set forth in this Agreement, (c) those liens and mortgages that will be released at (or before) Closing and removed from title, (d) rights of tenants specifically disclosed deliver a written notice to Purchaser in Paragraph 31 or (“Seller’s Title Response Notice”) indicating whether Seller will undertake to use commercially reasonable best efforts to cause the Leased Property Addendum, (e) zoning ordinances, (f) legal highways, and (g) restrictions and utility easements of record (unless they unreasonably interfere with the location of existing buildings, the present use of the Property, or uses which Purchaser has disclosed State to Seller in writing). If cure the title evidence reveals any defects and other title defect(s), Seller shall have thirty (30) days after demand by Purchaser matters identified in Purchaser’s Title Objection Notice prior to remove such defect(s) and Closing shall be delayed accordinglyClosing. If Seller fails to deliver a Seller’s Title Response Notice within the required time frame, or delivers a notice indicating that it is unable or unwilling to remove cause the defect(s)State to cure of eliminate same under the State PSA prior to the State Closing, Purchaser may accept title subject shall have the right, at its sole option, to such defect(s(i) or may terminate this Agreement Agreement, and the Parties shall thereupon be released from any further liability or obligation hereunder and Seller shall have no obligation to reimburse Purchaser for any Incurred Project Costs, except those indemnities that are expressly stated to survive termination procedures of this Agreement; or (ii) waive such objection or defects and proceed to Closing as otherwise required herein. As used in Paragraph 23 this Agreement, the term “Permitted Exceptions” shall applymean (a) the lien for real estate taxes or other governmental assessments not yet due and payable as of the date of Closing; and (b) matters listed in Purchaser’s Title Commitment as either exceptions or exclusions to which Purchaser does not raise an objection as provided above, or, having objected, Purchaser waives in accordance with the provisions of this Section. The parties recognize and understand that an ALTA Homeowners/Owners Policy is an optional form of insurance Seller will not knowingly create or consent to protect any Unpermitted Encumbrance after the Purchaser from covered title issues relating to the PropertyEffective Date.

Title. Seller shall furnish Purchaser The Mortgagor shall (i) (A) keep in effect all rights and appurtenances to or that constitute a commitment for an ALTA Homeowners Policy part of Title Insurance the Mortgaged Property and (B) protect, preserve and defend its interest in the Mortgaged Property and title thereto; (A) comply with each of the terms, conditions and provisions of any obligation of the Mortgagor which is secured by the Mortgaged Property or an ALTA Owner’s Policy the noncompliance with which may result in the imposition of Title Insurance when the ALTA Homeowners Policy of Title Insurance is not applicable for issuance a Lien on the transaction)Mortgaged Property, in the amount of the Purchase Price, from a title company of Purchaser’s choosing. Such title evidence shall be prepared and issued by . Seller shall pay the state filed title premium for the applicable ALTA Homeowners/Owners Policy that is issued at Closing. Purchaser shall pay all other title premiums and costs, in excess of the applicable ALTA Homeowners/Owners Policy premium, including but not limited subject to all lender required title insurance premiums and endorsements, the title commitment, and the title search/exam cost. The title commitment shall be continued to the date of Closing and shall show record title to be marketable in the name of Seller, free and clear from material defects, liens and encumbrances, except Sections 6.02 (a) those created or assumed by Purchaser), (b) those specifically set forth in this and (e) of the Credit Agreement, (cB) those liens forever warrant and mortgages that will be released at (defend to the Mortgagee the Lien and security interests created and evidenced hereby and the validity and priority hereof in any action or before) Closing proceeding against the claims of any and removed from title, (d) all persons whomsoever affecting or purporting to affect the Mortgaged Property or any of the rights of tenants specifically disclosed to Purchaser in Paragraph 31 or the Leased Property Addendum, (e) zoning ordinances, (f) legal highways, Mortgagee hereunder and (gC) restrictions maintain a -------------- (2) Delete Section 3.9 if the Mortgagor is the Borrower. valid and utility easements enforceable first priority Lien on the Mortgaged Property and, to the extent any of record the Mortgaged Property shall consist of Fixtures, a first priority security interest in the Mortgaged Property, which first priority Lien and security interest shall be subject only to Permitted Collateral Liens and all Prior Liens; and (unless they unreasonably interfere iii) immediately upon obtaining knowledge of the pendency of any proceedings for the eviction of the Mortgagor from the Mortgaged Property or any part thereof by paramount title or otherwise questioning the Mortgagor's right, title and interest in, to and under the Mortgaged Property as warranted in this Mortgage, or of any condition that could give rise to any such proceedings, notify the Mortgagee thereof. The Mortgagee may participate in such proceedings and the Mortgagor will deliver or cause to be delivered to the Mortgagee all instruments requested by the Mortgagee to permit such participation. In any such proceedings, the Mortgagee may be represented by counsel satisfactory to the Mortgagee at the expense of the Mortgagor. If, upon the resolution of such proceedings, the Mortgagor shall suffer a loss of the Mortgaged Property or any part thereof or interest therein and title insurance proceeds shall be payable in connection therewith, such proceeds are hereby assigned to and shall be paid to the Mortgagee to be applied as Net Cash Proceeds to the payment of the Secured Obligations or otherwise in accordance with the location provisions of existing buildings, the present use Section 2.10 of the Property, or uses which Purchaser has disclosed to Seller in writing). If the title evidence reveals any other title defect(s), Seller shall have thirty (30) days after demand by Purchaser to remove such defect(s) and Closing shall be delayed accordingly. If Seller is unable or unwilling to remove the defect(s), Purchaser may accept title subject to such defect(s) or may terminate this Agreement and the termination procedures in Paragraph 23 shall apply. The parties recognize and understand that an ALTA Homeowners/Owners Policy is an optional form of insurance to protect the Purchaser from covered title issues relating to the PropertyCredit Agreement.

Title. Seller Buyer shall furnish Purchaser a commitment for an ALTA Homeowners Policy have the right to approve any and all matters of Title Insurance (or an ALTA Owner’s Policy of Title Insurance when the ALTA Homeowners Policy of Title Insurance is not applicable for issuance on the transaction), in the amount and exceptions to title of the Purchase PriceProject, from including the legal description, as disclosed by the following documents and instruments (collectively, "Title Documents"): (A) a title company of Purchaser’s choosing. Such title evidence shall be prepared and Preliminary Report ("Preliminary Report") issued by Escrow Holder with respect to the Project and all matters referenced therein; and (B) legible copies of all documents, whether recorded or unrecorded, referred to in such Preliminary Report. Seller shall pay cause Escrow Holder to deliver the state filed title premium for Title Documents to Buyer within five (5) calendar days following the applicable ALTA Homeowners/Owners Policy that is issued at ClosingEffective Date. Purchaser Buyer shall pay all other title premiums and costs, in excess have ten days following its receipt of the applicable ALTA Homeowners/Owners Policy premiumTitle Documents to give Seller and Escrow Holder written notice ("Buyer's Title Notice") of Buyer's approval or disapproval, including but not limited to all lender required title insurance premiums which shall be made in Buyer's sole and endorsementsabsolute discretion, of the title commitment, legal description and every item or exception disclosed by the title search/exam costTitle Documents. The title commitment failure of Buyer to give Buyer's Title Notice to Seller within the specified time period shall be continued deemed Buyer's approval of title to the date Project. In the event that Buyer's Title Notice disapproves of Closing and shall show record any matter of title to be marketable shown in the name of Title Documents, Seller shall, within seven (7) calendar days after Buyer's Title Notice is received by Seller, free and clear from material defectsgive Buyer written notice ("Seller's Title Notice") of those disapproved title matters, liens and encumbrancesif any, except (a) those created or assumed by Purchaser, (b) those specifically set forth in this Agreement, (c) those liens and mortgages that will be released at (or before) Closing and removed from title, (d) rights of tenants specifically disclosed to Purchaser in Paragraph 31 or the Leased Property Addendum, (e) zoning ordinances, (f) legal highways, and (g) restrictions and utility easements of record (unless they unreasonably interfere with the location of existing buildings, the present use of the Property, or uses which Purchaser has disclosed to Seller in writing). If the title evidence reveals any other title defect(s), Seller shall have thirty (30) days after demand by Purchaser to remove such defect(s) and Closing shall be delayed accordingly. If Seller is unable or unwilling to have eliminated from title to the Project by Close of Escrow. In the event that Seller is unable to remove all of the defect(s)title matters objected to by Buyer in Buyer's Title Notice, Purchaser may accept title Buyer shall have three (3) calendar days from receipt of Seller's Title Notice to notify Seller in writing that either (1) Buyer is willing to purchase the Project subject to such defect(sdisapproved exceptions, or (2) Buyer elects to cancel this transaction. Failure of Buyer to take either one of the actions described in Subsection (1) or may terminate (2) above shall be deemed to be Buyer's election to take the action described in Subsection (1) above. In the event this Agreement is canceled or deemed canceled pursuant to this Section, except as otherwise provided herein, the parties shall have no further obligations, liabilities or claims under this Agreement, and the termination procedures in Paragraph 23 all monies delivered to Escrow Holder, including any accrued interest thereon, by Buyer shall apply. The parties recognize and understand that an ALTA Homeowners/Owners Policy is an optional form of insurance immediately be returned to protect the Purchaser from covered title issues relating to the PropertyBuyer.

Title. (a) Purchaser, at its expense, shall obtain a title insurance commitment (the “Title Commitment”) from a recognized title insurance company doing business in the State of New Jersey (the “Title Company”) insuring marketable title (as hereinafter defined) to each Real Property. For the purposes of this Agreement, “marketable title” shall be deemed to be such title as any recognized title insurance company doing business in the State of New Jersey shall insure at standard rates and subject only to the usual printed exceptions and to the title exceptions set forth on Exhibit “G” attached hereto and made a part hereof and such other exceptions as may be approved in writing by Purchaser or not objected to by Purchaser as hereinafter provided (collectively, the “Permitted Exceptions”). No later than the expiration of the Due Diligence Period, Purchaser shall forward to Seller a true copy of its Title Commitment and all underlying title documents and shall furnish specify any alleged defects as set forth in said Title Commitment (other than Permitted Exceptions) (the “Title Defect(s)”) in a written notice to Seller (the “Purchaser Title Notice”), failing which Purchaser shall be deemed to have waived all title objections. In the event that any additional title exceptions shall appear between the date of the Title Commitment and Closing of which Purchaser was not made aware during the Due Diligence Period (“Intervening Exceptions”), then within three (3) business days after receipt thereof, Purchaser shall forward to Seller a commitment for an ALTA Homeowners Policy true copy of the amendment to the Title Insurance Commitment and all underlying documents referred to in such amendment and shall specify any alleged defects caused by such Intervening Exceptions (or an ALTA Owner’s Policy of other than Permitted Exceptions) (“Subsequent Defect(s)”) in a written notice to Seller (“Subsequent Title Insurance when the ALTA Homeowners Policy of Title Insurance is not applicable for issuance Notice”), failing which Purchaser shall be deemed to have waived all objections based on the transaction), in the amount of the Purchase Price, from a title company of Purchaser’s choosing. Such title evidence shall be prepared and issued by Intervening Exceptions. Seller shall pay have the state filed right, but shall not be obligated nor required, to commence litigation or to incur any expenditure of monies: (i) to cause any such alleged defect(s) to be removed as a Title Defect or Subsequent Defect; or (ii) to cause a similarly recognized title premium for the applicable ALTA Homeowners/Owners Policy that is issued at Closing. insurance company to insure marketable title in accordance herewith; and Purchaser shall pay all other not have any claim, cause or right of action against Seller, at law or in equity, whether for damages, specific performance or otherwise, by reason of Seller’s failure to clear any such Title Defects or Subsequent Defects; provided, however, notwithstanding the foregoing, Seller shall cause to be removed as exceptions to title premiums and costsor insured against by the Title Company: (x) the liens of any mortgages affecting the Property, in excess of (y) any mechanic’s or materialmen’s liens filed against the applicable ALTA Homeowners/Owners Policy premium, including but not limited Property due to all lender required title insurance premiums and endorsements, work performed at the title commitmentProperty by Seller or at Seller’s direction, and (z) monetary liens not otherwise included in (x) and (y) above which can be removed by the title search/exam costpayment of a liquidated sum of money not to exceed $250,000.00 in the aggregate with respect of all such other monetary liens. The title commitment shall be continued to the date of Closing and shall show record If Seller causes marketable title to be marketable in insured for each Real Property, Purchaser shall be required to complete the name purchase of Seller, free and clear from material defects, liens and encumbrances, except (a) those created or assumed by Purchaser, the Property as herein provided. (b) those specifically set forth If Seller shall be unwilling or unable to cause marketable title to be insured, Seller shall so notify Purchaser in writing (the “Seller Title Notice”) within five (5) days after receipt of the Purchaser Title Notice or Subsequent Title Notice, as applicable, and Purchaser shall have the right to accept such title as Seller shall be able to convey or to terminate this Agreement, by notice delivered to Seller within five (c5) those liens days following receipt of the Seller Title Notice. If Purchaser shall fail to so notify Seller, then Purchaser shall be deemed to have elected to accept title without any abatement or reduction in the Purchase Price or in any of the other terms and mortgages that will conditions herein set forth. Seller agrees to convey such title as is described herein or as Purchaser shall be released at (willing or before) Closing and removed from title, (d) rights of tenants specifically disclosed shall be deemed to Purchaser accept in Paragraph 31 or the Leased Property Addendum, (e) zoning ordinances, (f) legal highways, and (g) restrictions and utility easements of record (unless they unreasonably interfere accordance with the location of existing buildings, the present use of the Property, or uses which Purchaser has disclosed to Seller in writing). If the title evidence reveals any other title defect(s), Seller shall have thirty (30) days after demand by Purchaser to remove such defect(s) and Closing shall be delayed accordinglyprovisions hereof. If Seller is unable or unwilling notifies Purchaser of its willingness to remove any (i) Title Defects which render title unmarketable, but fails to do so by the defect(s)thirtieth (30th) day after the Approval Date, Purchaser may accept title subject to such defect(s) or may terminate this Agreement by notice given to Seller within five (5) business days after such thirtieth (30th) day, provided, however, that Seller may nullify such termination by removing any such Title Defects within ten (10) business days after Purchaser’s notice of termination is given, or (ii) Subsequent Defects which render title unmarketable, but fails to do so by the thirtieth (30th) day after the Subsequent Title Notice, Purchaser may terminate this Agreement by notice given to Seller within five (5) business days after such thirtieth (30th) day, provided, however, that Seller may nullify such termination by removing any such Subsequent Defects within ten (10) business days after Purchaser’s notice of termination is given. If Purchaser timely terminates this Agreement pursuant to this Paragraph 6, and such termination is not timely nullified, the Deposit shall be returned to Purchaser and neither shall have any further obligations or liability hereunder, except for Surviving Obligations, as defined in Paragraph 20 hereof. (c) If, at Closing there are liens or encumbrances against the Property that are removable by the payment of monies, then Seller, at its option, may allow Purchaser a credit against the Purchase Price or may use any portion of the Purchase Price to satisfy the same, in which event Seller either shall: (i) deliver to Purchaser instruments in recordable form sufficient to satisfy such liens or encumbrances of record, together with the cost of recording or filing said instruments; or (ii) deposit or cause to be deposited with the Title Company sufficient monies reasonably acceptable to the Title Company to insure obtaining and recording of such satisfactions and the termination procedures in Paragraph 23 shall apply. The parties recognize and understand that an ALTA Homeowners/Owners Policy is an optional form issuance of title insurance to protect the Purchaser from covered title issues relating free of any such liens or encumbrances. In neither event shall such lien or encumbrance constitute a Title Defect or Subsequent Defect permitting Purchaser to the Propertyterminate this Agreement.

Title. Purchaser may examine a Title Report(s) and all exceptions to the Title Report(s) issued by Escrow Agent, together with a current ALTA survey. Purchaser shall have ten (10) calendar days from its receipt of the Title Report(s) and survey in which to review and notify Seller shall furnish Purchaser a commitment for an ALTA Homeowners Policy of Title Insurance (its approval, conditional approval, or an ALTA Owner’s Policy disapproval of Title Insurance when the ALTA Homeowners Policy of Title Insurance is not applicable for issuance on the transaction), title matters disclosed in the amount Title Report(s). If Purchaser timely notifies Seller of specific defects within such ten (10) day period, Seller will have ten (10) calendar days after receipt of Purchaser’s notification of any defect in which to advise Purchaser that: (i) Seller will remove any objectionable exceptions to title or obtain appropriate endorsements to the Title Policy on or before the Closing Date; or (ii) Seller will not cause the exceptions to be removed. If Seller does not deliver its response notice within the ten (10) calendar day period, Seller is required to make an election in writing and to notify the Purchaser and Escrow Agent of it’s election. If Seller advises Purchaser that it will not cause the exceptions to be removed, Purchaser will have until the expiration of the Due Diligence Period to elect, as its sole remedy, to (x) proceed with the purchase and acquire the Properties subject to such exceptions without reduction in the Purchase Price, from a title company of Purchaser’s choosing. Such title evidence shall be prepared and issued by . Seller shall pay the state filed title premium for the applicable ALTA Homeowners/Owners Policy that is issued at Closing. Purchaser shall pay all other title premiums and costs, in excess of the applicable ALTA Homeowners/Owners Policy premium, including but not limited to all lender required title insurance premiums and endorsements, the title commitment, and the title search/exam cost. The title commitment shall be continued to the date of Closing and shall show record title to be marketable in the name of Seller, free and clear from material defects, liens and encumbrances, except or (ay) those created or assumed by Purchaser, (b) those specifically set forth in this Agreement, (c) those liens and mortgages that will be released at (or before) Closing and removed from title, (d) rights of tenants specifically disclosed to Purchaser in Paragraph 31 or the Leased Property Addendum, (e) zoning ordinances, (f) legal highways, and (g) restrictions and utility easements of record (unless they unreasonably interfere with the location of existing buildings, the present use of the Property, or uses which Purchaser has disclosed to Seller in writing). If the title evidence reveals any other title defect(s), Seller shall have thirty (30) days after demand by Purchaser to remove such defect(s) and Closing shall be delayed accordingly. If Seller is unable or unwilling to remove the defect(s), Purchaser may accept title subject to such defect(s) or may terminate this Agreement by written notice to Seller and Escrow Agent, in which case the Deposit and any interest thereon will be returned to Purchaser and the termination procedures in Paragraph 23 shall applyEscrow cancellation costs will be borne by Purchaser. The parties recognize and understand that an ALTA Homeowners/Owners Policy is an optional form If Purchaser does not give Seller notice of insurance its election within the Due Diligence Period required above, Purchaser will be deemed to protect have elected to proceed with the Purchaser from covered title issues relating to the Property.transaction contemplated under this Agreement;

Title. Seller Lessee shall furnish Purchaser promptly order at its sole cost and expense (i) a current commitment for an ALTA Homeowners Policy owner’s and/or leasehold title insurance covering the Premises and all beneficial easements and (ii) a current instrument survey dated after the date of Title Insurance this Lease certified to Lessee and Lessee’s title insurer prepared by a licensed land surveyor according to 2011 ALTA/ASCM Standards showing the boundaries of the Premises, the location of any easements (or an ALTA Owner’s Policy of Title Insurance when the ALTA Homeowners Policy of Title Insurance is not applicable for issuance on the transactionbenefiting and burdening), rights-of-way, improvements and encroachments thereon and certifying the number of acres (the “Survey”). Lessee may order at its sole cost and expense UCC and other searches. Lessee shall have the right to raise objections to the status of title to the Premises. Without limitation, one or more liens, encumbrances, restrictions, covenants, easements, rights of way or other matters affecting title shall constitute title defects to which Lessee may object, in Lessee’s sole and absolute discretion. If Lessee raises any objections to title to the Premises, Lessee shall notify Lessor, in writing, of such objections no later than the end of the Inspection Period (“Title Objection Notice”) and if Lessee fails to provide such notice it shall be deemed to have waived any and all title objections except for “Must Cure Obligations” (as hereinafter defined). Lessor shall notify Lessee, in writing, within three (3) business days after Lessor’s receipt of the Title Objection Notice (“Title Response”) stating (i) which objections Lessor shall cure and (ii) which objections Lessor has elected not to cure. If Lessor fails to furnish the Title Response to Lessee within such three (3) business day period, Lessor shall be deemed to have elected not to cure any of Lessee’s title objections. If Lessor elects in the amount Title Response not to cure all of Lessee’s title objections set forth in the Title Objection Notice, Lessee may terminate this Lease by providing written notice to Lessor within three (3) business days following Lessee’s receipt of the Purchase PriceTitle Response. If Lessor does not furnish Lessee with a Title Response within the aforementioned three (3) business day period, from Lessee may terminate this Lease by providing written notice to Lessor no later than five (5) business days after the end of the Inspection Period. If Lessor does furnish Lessee with a written response to the Title Objection Notice, but Lessor fails to cure by the Commencement Date any and all of Lessee’s title company of Purchaser’s choosingobjections that Lessor indicated in its Title Response that Lessor would cure, then Lessee may terminate this Lease on written notice to Lessor. Such If Lessee does not terminate this Lease as provided in this Section 8, such uncured title evidence objections, other than Must Cure Obligations, shall be prepared deemed to be “Accepted Encumbrances” acceptable to Lessee and issued shall no longer be deemed objections to title. Notwithstanding anything to the contrary herein, Lessor shall be obligated to cure the Must Cure Obligations by the Commencement Date, except for any mortgages for which Lessor obtains a Non-Disturbance Agreement. Seller If Lessee exercises the Purchase Option, Lessor shall pay be obligated, no later than the state filed title premium for the applicable ALTA Homeowners/Owners Policy that is issued at Closing. Purchaser shall pay all other title premiums and costs, in excess closing of the applicable ALTA Homeowners/Owners Policy premiumsale of the Premises to Lessee, including but to satisfy, terminate, defease and discharge (and same not limited being raised as an exception to title shall be deemed Lessor’s compliance), any and all lender required title insurance premiums (a) mortgages, deeds of trust, assignments of leases and endorsementsrents, financing statements and other financing liens and (b) mechanic’s liens, judgment liens and other monetary liens created by Lessor (collectively “Must Cure Obligations”). If Lessee exercises the Purchase Option, and if Lessor has elected not to cure or does not cure on or before the closing of the sale of the Premises to Lessee, the title commitmentobjections raised by Lessee as well as the Must Cure Obligations, other than Permitted Encumbrances, then Lessee may terminate this Lease and the Purchase Agreement by providing written notice to Lessor. Prior to the Commencement Date and the issuance of Lessee’s policy of leasehold title insurance, Lessee may raise title objections that arise subsequent to the issuance of Lessee’s title commitment and Lessee’s Survey, and may terminate this Lease, if such title exceptions and/or defects were not disclosed in the title search/exam cost. The initial title commitment shall be continued and initial survey, and are not cured by Lessor prior to the date Commencement Date. For purposes of Closing and this Lease, “Permitted Encumbrances” shall show record title to be marketable in the name of Seller, free and clear from material defects, liens and encumbrances, except mean (a) those created encumbrances caused by the acts or assumed by Purchaseromissions of Lessee, (b) those specifically set forth any title exceptions disclosed in this AgreementLessee’s title insurance commitment, or matters shown on the Survey, to which Lessee does not object and (c) those liens and mortgages that will be released at (or before) Closing and removed from title, (d) rights of tenants specifically disclosed to Purchaser in Paragraph 31 or the Leased Property Addendum, (e) zoning ordinances, (f) legal highways, and (g) restrictions and utility easements of record (unless they unreasonably interfere with the location of existing buildings, the present use of the Property, or uses which Purchaser has disclosed to Seller in writing). If the title evidence reveals any other title defect(s), Seller shall have thirty (30) days after demand by Purchaser to remove such defect(s) and Closing shall be delayed accordingly. If Seller is unable or unwilling to remove the defect(s), Purchaser may accept title subject to such defect(s) or may terminate this Agreement and the termination procedures in Paragraph 23 shall apply. The parties recognize and understand that an ALTA Homeowners/Owners Policy is an optional form of insurance to protect the Purchaser from covered title issues relating to the PropertyAccepted Encumbrances.

Title. A. No later than fifteen (15) days after the Effective Date, Seller shall furnish obtain, at its sole cost and expense, and deliver to Purchaser a current ALTA owner’s title commitment for an ALTA Homeowners Policy of title insurance (the “Title Insurance (or an ALTA Owner’s Policy of Title Insurance when the ALTA Homeowners Policy of Title Insurance is not applicable for issuance on the transaction), in the amount of the Purchase Price, from a title company of Purchaser’s choosing. Such title evidence shall be prepared and Commitment”) issued by . Seller shall pay the state filed title premium for the applicable ALTA Homeowners/Owners Policy that is issued at ClosingEscrow Agent, together with true and complete copies of all exceptions contained therein. Purchaser shall pay all other title premiums order, at its cost and costsexpense, in excess an ALTA Survey (the “Survey”). Upon the receipt of the applicable ALTA Homeowners/Owners Policy premiumTitle Commitment and Survey, including Purchaser shall promptly review all such information and shall, no later than the expiration of the Review Period, furnish a copy of the Title Commitment and Survey to Seller, together with a statement as to which exceptions shown on the Title Commitment are acceptable to Purchaser (the “Permitted Exceptions”) and the requirements which Purchaser requires Seller to satisfy. The parties agree that the Leases, zoning ordinance, and taxes which are a lien but not limited then due and payable shall all be Permitted Exceptions. If Seller determines that it is not able or is unwilling to cause all lender required title insurance premiums and endorsements, exceptions other than the title commitment, and the title search/exam cost. The title commitment shall be continued to the date of Closing and shall show record title Permitted Exceptions to be marketable in the name of Seller, free and clear from material defects, liens and encumbrances, except (a) those created or assumed by Purchaser, (b) those specifically set forth in this Agreement, (c) those liens and mortgages that will be released at (or before) Closing and removed from title, (d) rights of tenants specifically disclosed to Purchaser in Paragraph 31 the Title Commitment or the Leased Property Addendum, (e) zoning ordinances, (f) legal highways, and (g) restrictions and utility easements of record (unless they unreasonably interfere with the location of existing buildings, the present use of the Property, or uses that there are requirements which Purchaser has disclosed to Seller in writing). If the title evidence reveals any other title defect(s), Seller shall have thirty (30) days after demand by Purchaser to remove such defect(s) and Closing shall be delayed accordingly. If Seller is unable or unwilling to remove satisfy, then within five (5) days after notice from Purchaser noting the defect(s)Permitted Exceptions and requirements, Seller shall give notice (“Seller’s Notice”) to Purchaser stating those other exceptions which must be included as additional Permitted Exceptions and those requirements which Seller is unable or unwilling to satisfy. Failure by Seller to give Seller’s Notice shall be deemed an election by Seller that all exceptions other than Permitted Exceptions will be removed from the Title Commitment and that Seller will satisfy all requirements for the issuance of the title policy on or before Closing. If Purchaser does not give notice to Seller of Purchaser’s objection of such additional Permitted Exceptions or requirements within five (5) days after receipt by Purchaser of Seller’s Notice, if any, Purchaser may accept shall be deemed to have agreed to take title subject to such defect(s) additional Permitted Exceptions. If Purchaser objects in writing to Seller’s expansion of the Permitted Exceptions within the time permitted herein, Purchaser shall be deemed to have terminated this Contract (unless the parties agree otherwise in writing), in which event the Escrow Agent shall immediately forward the Deposit to Purchaser, and neither party shall have any further liability or may terminate this Agreement and the termination procedures in Paragraph 23 shall apply. The parties recognize and understand that an ALTA Homeowners/Owners Policy is an optional form of insurance to protect the Purchaser from covered title issues relating obligations to the Propertyother hereunder, provided, however, the indemnity in subsection 3 A hereof shall survive such termination. B. Notwithstanding the provisions of subsection A to the contrary, on the Closing Date, as defined below, title to the Property shall be good and marketable, free and clear of all mortgages, liens and encumbrances, and free and clear of all leases, security interests, restrictions, rights-of-way, easements, encroachments and other matters, except for the Permitted Exceptions. C. Intentionally deleted.

Title. A. Pursuant to the provisions of this Article, Seller shall furnish Purchaser convey and Buyer shall accept title to the Project subject to the exceptions set forth on Exhibit “E” attached hereto and made a part hereof (the “Permitted Encumbrances”). B. Buyer shall, before the end of the Mortgage Contingency Period, obtain, at its sole cost and expense, a title commitment for an ALTA Homeowners Policy (“Buyer’s Title Commitment”) issued by the Title Company. In the event that Buyer’s Title Commitment discloses material exceptions or defects affecting title to the Project other than the exceptions set forth on Exhibit “E”, then Buyer shall notify Seller in writing of its objections to title (including a copy of Buyer’s Title Insurance Commitment disclosing the exceptions or defects affecting title to the Project) before the end of the Mortgage Contingency Period. Any objections to title by Buyer shall be made by written notice (or an ALTA Ownerstating in such notice specifically the objections to title) to Seller sent before the end of the Mortgage Contingency Period. In the event that Buyer fails to notify Seller of its objection to the title before the end of the Mortgage Contingency Period, all such objections shall be deemed waived (other than those objections which may arise subsequent to the date of Buyer’s Policy of Title Insurance when Commitment, but prior to the ALTA Homeowners Policy of Title Insurance is not applicable for issuance on the transactionClosing Date), which waiver shall survive Closing. Upon receipt of Buyer’s notice, Seller shall either elect, at its option, (a) by notice to Buyer, not to eliminate such exceptions, or (b) to undertake to cure same, in which event Seller shall have a reasonable time to cure same, not exceeding, however, one hundred twenty (120) days after receipt of such notice from Buyer; nevertheless, Seller shall be under no obligation to remove any exceptions or to bring any action or proceeding or incur any expense in order to remove any exception. If Seller elects not to eliminate such exceptions, then Buyer, within ten (10) days after Seller’s notice, shall either (x) elect to terminate this Agreement by written notice to Seller, in which event the amount Deposit shall thereupon be returned to Buyer and Buyer shall not be entitled to any other rights and remedies, and if Buyer shall terminate this Agreement, neither party shall have any liability whatsoever to the other hereunder and this Agreement shall be null and void and of no further force and effect without further action of the parties; or (y) elect to accept title to the Project without any abatement of the Purchase PricePrice and without any liability on the part of Seller, in which event Seller shall convey such title to the Project without any abatement in the Purchase Price and Buyer’s objections to title shall be deemed waived (other than those objections which may arise subsequent to the date of Buyer’s Title Commitment, but prior to the Closing Date), which waiver shall survive Closing. If Buyer shall not make such election within such ten (10) day period, Buyer shall be deemed to have elected clause (y) above with the same force and effect as if Buyer had elected clause (y) within such ten (10) day period. Buyer agrees that the requirements of this Article (i.e., making title good and marketable, subject to the exceptions set forth herein) will be met if Buyer can obtain at its expense or Seller, at Buyer’s expense, can obtain a commitment from a nationally-recognized and reputable title insurance company to insure at regular rates the title in Buyer’s name subject only to (i) the general exceptions contained in the policy; (ii) the Permitted Encumbrances; and (iii) title exceptions pertaining to liens or encumbrances of Purchaser’s choosing. Such title evidence shall a definite or ascertainable amount which may be prepared removed by the payment of money at the time of Closing and issued which Seller may so remove at that time by . Seller shall pay using the state filed title premium for funds to be paid upon the applicable ALTA Homeowners/Owners Policy that is issued at Closing. Purchaser shall pay all other title premiums and costs, in excess delivery of the applicable ALTA Homeowners/Owners Policy premium, including but not limited to all lender required title insurance premiums and endorsements, the title commitment, and the title search/exam costDeed. The title commitment shall be continued conclusive evidence of good and marketable title as therein shown as to all matters insured by the policy, subject only to the date of Closing and shall show record title to be marketable in the name of Seller, free and clear from material defects, liens and encumbrances, except (a) those created or assumed by Purchaser, (b) those specifically set forth in this Agreement, (c) those liens and mortgages that will be released at (or before) Closing and removed from title, (d) rights of tenants specifically disclosed to Purchaser in Paragraph 31 or the Leased Property Addendum, (e) zoning ordinances, (f) legal highways, and (g) restrictions and utility easements of record (unless they unreasonably interfere with the location of existing buildings, the present use of the Property, or uses which Purchaser has disclosed to Seller in writing). If the title evidence reveals any other title defect(s), Seller shall have thirty (30) days after demand by Purchaser to remove such defect(s) and Closing shall be delayed accordingly. If Seller is unable or unwilling to remove the defect(s), Purchaser may accept title subject to such defect(s) or may terminate this Agreement and the termination procedures in Paragraph 23 shall apply. The parties recognize and understand that an ALTA Homeowners/Owners Policy is an optional form of insurance to protect the Purchaser from covered title issues relating to the Propertyexceptions as therein stated.

Title. Seller A. Purchaser shall furnish Purchaser obtain at its sole cost and expense a current ALTA owner's leasehold (as to the Ground Leases) and fee simple (as to the Fee Simple Parcel) title commitment for title insurance for the Real Property (the "Title Commitment") issued by the Escrow Agent, together with true and complete copies of all exceptions contained therein and Purchaser shall obtain, at its sole cost and expense, an ALTA Homeowners Policy Survey of the Real Property (the "Survey"). Upon the receipt of the Title Commitment and Survey, Purchaser shall review all such information and shall, prior to the end of the Review Period, furnish a copy of the Title Commitment and Survey to Seller together with a statement as to which exceptions shown on the Title Commitment or Survey are unacceptable to Purchaser (the "Title Objection(s)"). If Purchaser fails to deliver such notice of Title Insurance (or an ALTA Owner’s Policy of Title Insurance when Objections to Seller prior to the ALTA Homeowners Policy of Title Insurance is not applicable for issuance on the transaction), in the amount end of the Purchase Price, from a title company of Purchaser’s choosing. Such title evidence Review Period then Purchaser shall be prepared deemed to have found title unacceptable in all respects and issued by . Seller shall pay the state filed title premium for the applicable ALTA Homeowners/Owners Policy that is issued at Closing. Purchaser shall pay all other title premiums and costs, in excess of the applicable ALTA Homeowners/Owners Policy premium, including but not limited to all lender required title insurance premiums and endorsements, the title commitment, and the title search/exam cost. The title commitment this Contract shall be continued to the date of Closing and shall show record title to be marketable in the name of Seller, free and clear from material defects, liens and encumbrances, except (a) those created or assumed deemed terminated by Purchaser, (b) those specifically set forth in this Agreement, (c) those liens and mortgages that will the Deposit shall be released at (or before) Closing and removed from title, (d) rights of tenants specifically disclosed returned to Purchaser in Paragraph 31 or and the Leased Property AddendumSeller and Purchaser shall have no further responsibility to each other under this Contract; provided, (e) zoning ordinances, (f) legal highways, and (g) restrictions and utility easements of record (unless they unreasonably interfere with the location of existing buildingshowever, the present use indemnity contained in Section 3 (A) herein shall survive such termination. B. Within five (5) business days of receipt of Purchaser's written notice of Title Objections (the Property, or uses which Purchaser has disclosed to “Seller in writing). If the title evidence reveals any other title defect(sElection Date"), Seller shall notify Purchaser in writing of any Title Objections which Seller either refuses to cure or is unable to cure in a manner acceptable to Purchaser. In the absence of such notice from Seller to Purchaser, Seller shall be deemed to have thirty elected not to satisfy, correct or cure any Title Objections. C. In the event Seller notifies Purchaser or is deemed to have notified Purchaser on or before the Seller Election Date of its election to refuse to cure or its inability to cure in a manner acceptable to Purchaser all of the Title Objections of which Seller is notified by Purchaser, then Purchaser shall by notice to Seller within five (305) business days after demand by Purchaser to remove the Seller Election Date elect one of the following: 1. To waive such defect(sTitle Objection(s) and Closing to close the transaction in accordance with the terms of this Contract; or 2. To terminate this Contract by notice to Seller given on or before the date which is five (5) business days after the Seller Election Date, and the Deposit shall be delayed accordinglyrefunded to Purchaser and neither party shall have any further liability or obligations to the other hereunder; provided, however, the indemnity contained in Section 3 (A) herein shall survive such termination. If Purchaser fails to deliver such notice to Seller is unable or unwilling within five (5) business days after the Seller Election Date, then Purchaser shall be deemed to remove have found title to the defect(s)Real Property unacceptable in all respects and this Contract shall be deemed terminated by Purchaser, the Deposit shall be returned to Purchaser may accept title subject to such defect(s) or may terminate this Agreement and the termination procedures Seller and Purchaser shall have no further responsibility to each other under this Contract provided, however, the indemnity contained in Paragraph 23 Section 3 (A) herein shall apply. The parties recognize and understand that an ALTA Homeowners/Owners Policy is an optional form of insurance to protect the Purchaser from covered title issues relating to the Propertysurvive such termination.

Title. Seller shall furnish A. Purchaser agrees to promptly order a commitment for title insurance from Madison Title Agency LLC as an ALTA Homeowners Policy authorized agent on behalf of Title Insurance Escrow Agent. Purchaser shall have until the end of the Due Diligence Period to notify Seller in writing of any objections it may have to said title commitment, otherwise Purchaser shall be deemed to have waived any objections it may have to Seller's title to the Premises set forth in such title commitment and shall be required to close on its acquisition of the Premises without offset or abatement. Purchaser agrees to take title if insurable by Escrow Agent at standard premiums and subject only to the Permitted Exceptions (hereafter defined). If Purchaser shall timely notify Seller of a defect in Seller's title, then Seller shall have the option of either terminating this Contract of Sale (in which event the Downpayment with interest thereon shall be returned to Purchaser and the parties shall have no other liability to each other) or to attempt to cure such defect(s). Seller shall be entitled, at its option, to extensions of the Closing Date (hereafter defined) for up to sixty (60) days in the aggregate to attempt to cure such defect(s), but in no event beyond the expiration of Purchaser’s mortgage commitment or rate lock. If Seller shall have elected to attempt to cure such defects and should Seller not cure such defect(s) regardless of the reason, then Purchaser shall have the option (exercisable within ten (10) days of Seller's notification thereof to Purchaser), to close on its purchase of the Premises in accordance with the terms hereof with no abatement or offset. If Purchaser shall not have timely exercised its option set forth in the preceding sentence, then this Contract of Sale shall terminate, the Downpayment together with interest thereon shall be returned to Purchaser and the parties shall have no other liability to each other. Purchaser shall have three (3) days following its receipt of a continuation report (but in no event later than the Closing Date) to notify Seller of any new title defects raised thereby which did not exist of record at the time of the issuance of the initial title commitment and the provisions above of this Paragraph shall apply in respect of such new title defects. B. The Premises are sold subject to the following (collectively, the "Permitted Exceptions"): (1) All covenants, restrictions, easements and agreements of record now on the Premises provided same do not render the Premises unusable for the purposes for which the Premises is currently used, (2) All liens for unpaid municipal charges (including taxes) not yet due and payable, (3) The state of facts which would be shown by a current survey or inspection of the Premises provided that same would not materially and adversely interfere with the current use and operation of the Premises, (4) Minor encroachments and projections of walls, foundations, xxxxxx, cellar steps, areas, cornices, trim or other improvements or installations onto the Premises or from the Premises onto adjoining property or beyond applicable restrictions; party walls and party wall rights; minor variations between the record lot lines of the Premises and those shown on the tax map and consents for the erection and maintenance of any structures on, under or above any streets, or roads in front of or adjoining the Premises, and (5) Such other items that will not make the Premises unusable or unmarketable for the purposes for which the Premises is currently used. C. Purchaser agrees to accept a limited warranty deed (or an ALTA Owner’s Policy of Title Insurance when the ALTA Homeowners Policy of Title Insurance is not applicable for issuance on the transactionlocal equivalent), in form satisfactory for recording, for the amount sale of the Purchase Price, from a title company of Purchaser’s choosing. Such title evidence shall be prepared and issued by . Seller shall pay the state filed title premium for the applicable ALTA Homeowners/Owners Policy that is issued at Closing. Purchaser shall pay all other title premiums and costs, in excess of the applicable ALTA Homeowners/Owners Policy premium, including but not limited to all lender required title insurance premiums and endorsements, the title commitment, and the title search/exam cost. The title commitment shall be continued to the date of Closing and shall show record title to be marketable in the name of Seller, free and clear from material defects, liens and encumbrances, except (a) those created or assumed by Purchaser, (b) those specifically set forth in this Agreement, (c) those liens and mortgages that will be released at (or before) Closing and removed from title, (d) rights of tenants specifically disclosed to Purchaser in Paragraph 31 or the Leased Property Addendum, (e) zoning ordinances, (f) legal highways, and (g) restrictions and utility easements of record (unless they unreasonably interfere with the location of existing buildings, the present use of the Property, or uses which Purchaser has disclosed to Seller in writing)Premises. If the title evidence reveals any other title defect(s)legal description attached hereto as Exhibit "A" differs from the legal description of the Premises drawn from the Survey, Seller shall have thirty (30) days after demand by Purchaser to remove such defect(s) and at Closing shall be delayed accordingly. If Seller is unable or unwilling to remove the defect(s)deliver, Purchaser may accept title subject to such defect(s) or may terminate this Agreement and the termination procedures in Paragraph 23 shall apply. The parties recognize and understand that an ALTA Homeowners/Owners Policy is an optional form of insurance to protect the Purchaser from covered title issues relating addition to the PropertyDeed, a quitclaim deed conveying the Property pursuant to the legal description drawn from the Survey. D. Notwithstanding anything herein to the contrary, Seller shall eliminate any liens or encumbrances affecting the Premises which may be removed or satisfied by the payment of a liquidated sum of money and which were voluntarily incurred by Seller.

Title. Seller A. Purchaser shall furnish Purchaser a commitment for an ALTA Homeowners Policy of Title Insurance (or an ALTA Owner’s Policy of Title Insurance when have until 5:00 p.m. local time at the ALTA Homeowners Policy of Title Insurance is not applicable for issuance Property on the transaction), in date which is five (5) business days prior to the amount expiration of the Purchase Price, from Feasibility Period (as defined below) (the “Title/Survey Review Period”) to obtain a title company insurance commitment (the “Title Commitment”) for, a Survey (the “Survey”) of, the Property and to make written objection to Seller of any exceptions, defects or conditions shown on the Title Commitment and/or the Survey to which Purchaser objects (collectively, “Purchaser’s Objections”). Seller shall, within three (3) business days after Purchaser’s notice to Seller of Purchaser’s choosing. Such title evidence shall be prepared and issued by Objections, notify Purchaser in writing that: (a) Seller will cure all or certain of Purchaser’s Objections as of or prior to Closing, or (b) Seller will not cure all or certain of Purchaser’s Objections. Seller shall pay have the state filed title premium for right, but not the applicable ALTA Homeowners/Owners Policy that obligation, to cure Purchaser’s Objections. If Seller fails to deliver the foregoing notice with respect to all or any of Purchaser’s Objections, Seller shall be deemed to have elected option (b) above with respect to any such Purchaser’s Objections. If Seller elects, or is issued at Closing. deemed to have elected, not to cure any or all of Purchaser’s Objections, Purchaser may, as Purchaser’s sole and exclusive remedy, (x) waive said Purchaser’s Objections or (y) only by written notice to Seller given on or prior to the expiration of two (2) business days after the expiration of Seller’s response period described above, terminate this Agreement, in which event Escrow Agent shall immediately return the Deposit to Purchaser, and Seller and Purchaser shall pay all other title premiums and costs, in excess of the applicable ALTA Homeowners/Owners Policy premium, including but not limited have no further obligations hereunder (except as otherwise expressly provided herein). Failure by Purchaser to all lender required title insurance premiums and endorsements, the title commitment, and the title search/exam cost. The title commitment waive such Purchaser’s Objections shall be continued deemed Purchaser’s election to terminate this Agreement. All matters not agreed to be removed by the Title Company and not objected to by Purchaser by notice to Seller or which Purchaser has waived shall be deemed to be “Permitted Exceptions.” B. Notwithstanding anything in this Section 2 to the date of Closing and contrary, Seller shall show record title be obligated to be marketable in the name of Seller, free and clear from material defects, liens and encumbrances, except cure and/or satisfy (a) those created or assumed by Purchaserany mortgage liens (“Mortgage Liens”), mechanics liens, and/or judgment liens against the Property, and (b) those specifically set forth in this Agreementany consensual liens or encumbrances agreed to by Seller without Purchaser’s consent on or after the Effective Date (collectively, (c) those liens and mortgages that will the “Curable Matters”), which consent may be released at (or before) Closing and removed from title, (d) rights of tenants specifically disclosed to withheld by Purchaser in Paragraph 31 or the Leased Property Addendum, (e) zoning ordinances, (f) legal highways, and (g) restrictions and utility easements of record (unless they unreasonably interfere with the location of existing buildings, the present use of the Property, or uses which Purchaser has disclosed to Seller in writing). If the title evidence reveals any other title defect(s), Seller shall have thirty (30) days after demand by Purchaser to remove such defect(s) and Closing shall be delayed accordingly. If Seller is unable or unwilling to remove the defect(s), Purchaser may accept title subject to such defect(s) or may terminate this Agreement and the termination procedures in Paragraph 23 shall apply. The parties recognize and understand that an ALTA Homeowners/Owners Policy is an optional form of insurance to protect the Purchaser from covered title issues relating to the Propertyits sole discretion.

Title. 5(a) Purchaser shall obtain a title insurance commitment issued by the Escrow Agent setting forth the status of title to the Property and showing all encumbrances and other matters affecting the Property (the “Commitment”). The Commitment is described as one of the documents listed in Exhibit “B.” Within two (2) days following the Effective Date, Purchaser shall notify Seller in writing as to Purchaser’s disapproval of any of the title exceptions, monetary liens or encumbrances, set forth in such Commitment. Seller shall furnish be obligated to remove and/or resolve any disapproved monetary liens or encumbrances. Seller shall have two (2) business days thereafter (“Seller Response Period”) to elect whether or not to remove said exceptions, in addition to any monetary liens or encumbrances, at Seller’s expense at or prior to the Closing. In the event Seller does not give written notice to Purchaser a commitment for and Escrow Agent within the Seller Response Period that Seller will remove such disapproved exception(s) at or prior to the Closing, then Purchaser may, by delivery of written notice to Seller and Escrow Agent within one (1) business days following expiration of the Seller Response Period, elect to (i) terminate this Agreement, or (ii) approve the previously disapproved title exceptions reflected in the Commitment (in which case such exceptions shall become Permitted Exceptions) without any reduction in the Purchase Price and waive Purchaser’s right of termination set forth in subparagraph 4(a)(i). In the event Purchaser (i) does not object to the items reflected in the Commitment, or (ii) fails to give timely written notice of its election to terminate this Agreement following expiration of the Seller Response Period, Purchaser shall be deemed to have expressly approved the Commitment and all matters reflected therein shall be deemed “Permitted Exceptions” under this Agreement, and Purchaser shall take title to the Property at Closing subject to all Permitted Exceptions. 5(b) Purchaser shall be entitled to request that, at Closing, with respect to the Property, the Escrow Agent (i) issue to Purchaser an ALTA Homeowners Policy of Title Insurance title insurance policy as to the Property and a standard coverage (or an ALTA Ownerother form standard for similar transactions in the State) owner’s Policy of form title policy (the “Title Insurance when the ALTA Homeowners Policy of Title Insurance is not applicable for issuance on the transactionPolicy”), in the amount of the Purchase Price, from a insuring that fee simple title company of Purchaser’s choosing. Such title evidence shall be prepared and issued by . Seller shall pay to the state filed title premium for Property is vested in Purchaser subject only to the applicable ALTA Homeowners/Owners Policy that is issued at Closing. Purchaser shall pay all other title premiums and costs, in excess of the applicable ALTA Homeowners/Owners Policy premium, including but not limited to all lender required title insurance premiums and endorsements, the title commitmentPermitted Exceptions, and the title search/exam cost. The title commitment shall be continued (ii) provide such endorsements (or amendments) to the date of Closing and shall show record title to be marketable in the name of Seller, free and clear from material defects, liens and encumbrances, except such Title Policy as Purchaser may reasonably require; provided that (a) those created or assumed by Purchaserthe Title Policy and any endorsements thereto shall be at no cost to, and shall impose no additional liability on, Seller, (b) those specifically Purchaser’s obligations under this Agreement shall be conditioned upon Purchaser’s ability to obtain such Title Policy and/or any endorsements to the Title Policy and, if Purchaser is unable to obtain a Title Policy and/or any such endorsements, Purchaser shall not be obligated to proceed to close the transactions contemplated by this Agreement without reduction of or set forth in this Agreementoff against the Purchase Price, and (c) those liens and mortgages that will be released at (or before) Closing and removed from title, (d) rights of tenants specifically disclosed to Purchaser in Paragraph 31 or the Leased Property Addendum, (e) zoning ordinances, (f) legal highways, and (g) restrictions and utility easements of record (unless they unreasonably interfere with the location of existing buildings, the present use of the Property, or uses which Purchaser has disclosed to Seller in writing). If the title evidence reveals any other title defect(s), Seller shall have thirty (30) days after demand by Purchaser to remove such defect(s) and Closing shall not be delayed accordingly. If delayed, unless agreed to in writing by Seller is unable or unwilling to remove the defect(s)and Purchaser, Purchaser may accept title subject to such defect(s) or may terminate this Agreement and the termination procedures in Paragraph 23 shall apply. The parties recognize and understand that an ALTA Homeowners/Owners Policy is an optional form as a result of insurance to protect the Purchaser from covered title issues relating to the PropertyPurchaser's aforementioned request.

Title. Seller (i) Company does not object to the Designation Letter between Consultant and Xxxxxxx Xxxxxx of even date herewith (the "Designation Letter"). (ii) At any time during the Term during which Consultant shall furnish Purchaser be a commitment for member of the Board, Consultant shall be given the title "Vice Chairman of the Board of Directors". At any time following Consultant's removal or resignation from the Board as a consequence of a Sale with respect to which Consultant shall have provided a Non-reduction Notice to Company, Consultant shall be given the title "Vice Chairman of Premiere Radio Networks" (the title "Vice Chairman of Premiere Radio Networks" and "Vice Chairman of the Board of Directors" being referred to herein collectively as the title "Vice Chairman"). Notwithstanding the foregoing,(1) during the initial six month period following the Closing Date (as defined in that certain Agreement and Plan of Merger between Company and AME), Company may withdraw the title of "Vice Chairman" if in the business judgement of the Executive Committee it is necessary or appropriate to confer such title in connection with the consummation of an ALTA Homeowners Policy acquisition and in the business judgement of Title Insurance (or an ALTA Owner’s Policy of Title Insurance when the ALTA Homeowners Policy of Title Insurance is not applicable for issuance Executive Committee it would interfere in Company's ability to consummate such acquisition on the transaction)best economic terms if Consultant should continue also to have such title;(2) at any time following six months from the Closing Date, upon the determination of either member of the Executive Committee, Company may, in its sole and complete discretion, elect to withdraw the amount title of "Vice Chairman",(3) such title shall confer on Consultant no authorities, responsibilities, rights or privileges which he would not possess without such title,(4) such title shall not be exclusive to Consultant, and Company may simultaneously confer such title on one or more other persons at any time, in its sole and complete discretion, (v) if at any time during the Term Consultant shall not hold the title "Vice Chairman", he shall hold such title as is mutually agreeable to Consultant and both members of the Purchase Price, from a title company of Purchaser’s choosing. Such title evidence shall be prepared and issued by . Seller shall pay the state filed title premium for the applicable ALTA Homeowners/Owners Policy that is issued at Closing. Purchaser shall pay all other title premiums and costs, in excess of the applicable ALTA Homeowners/Owners Policy premium, including but not limited to all lender required title insurance premiums and endorsements, the title commitment, and the title search/exam cost. The title commitment shall be continued to the date of Closing and shall show record title to be marketable in the name of Seller, free and clear from material defects, liens and encumbrances, except (a) those created or assumed by PurchaserExecutive Committee, (bvi) those specifically set forth in this Agreement, (c) those liens Consultant shall at all times during the Term be entitled to use such title as he may then hold on his Company business cards and mortgages that will be released at (or before) Closing and removed from title, (d) rights of tenants specifically disclosed to Purchaser in Paragraph 31 or the Leased Property Addendum, (e) zoning ordinances, (f) legal highwaysletterhead, and (gvii) restrictions except as provided in the foregoing clause (vi) or as required by law, Company may in its sole and utility easements of record (unless they unreasonably interfere complete discretion, but shall not be obligated to, list or identify Consultant or any title he shall hold from time to time in any Company advertisement, publicity, filings with the location of existing buildingsSecurities and Exchange Commission or other governmental entity, the present use of the Property, press release or uses which Purchaser has disclosed to Seller in writing). If the title evidence reveals any other title defect(s), Seller shall have thirty (30) days after demand by Purchaser to remove such defect(s) and Closing shall be delayed accordingly. If Seller is unable or unwilling to remove the defect(s), Purchaser may accept title subject to such defect(s) or may terminate this Agreement and the termination procedures in Paragraph 23 shall apply. The parties recognize and understand that an ALTA Homeowners/Owners Policy is an optional form of insurance to protect the Purchaser from covered title issues relating to the PropertyCompany materials.

Title. Seller Purchaser shall furnish Purchaser secure for examination a commitment Commitment for an ALTA Homeowners Policy of Title Insurance (or an ALTA Owner’s Policy of Title Insurance when the ALTA Homeowners Policy of Title Insurance is not applicable for issuance on the transaction), Real Property in the amount of the Purchase Pricepurchase price. After receipt of the commitment, from a title company of Purchaser’s choosing. Such title evidence the Purchaser shall be prepared have the same examined, and issued by . the Seller shall pay evenly share the state filed cost, and notify the Seller within seven (7) days of receipt of commitment or abstract, of the defects in the title, if any. If the Commitment shows exceptions that are objectionable to Purchaser, then Purchaser shall notify Seller, in writing, specifying any such objectionable title premium for matter. Prior to Closing, Purchaser shall have received adequate assurances that any such objectionable title matter will be removed or endorsed over on or before closing; provided, however, Seller shall not be in breach or default of this agreement if Purchaser does not receive such assurances, it being understood that Seller shall have no duty or obligation to cause any objectionable title matter to be removed or endorsed over. If Seller does not cause an objectionable title matter to be removed or endorsed over, Seller shall provide written notice to Purchaser of the applicable ALTA Homeowners/Owners Policy that is issued same at least three (3) business days prior Closing. Purchaser shall pay all other may terminate this Agreement if Seller fails to cure any objectionable title premiums matter and costs, in excess receive a full refund of its Xxxxxxx Money. Matters disclosed by the applicable ALTA Homeowners/Owners Policy premium, including but Commitment which are not limited objected to all lender required title insurance premiums and endorsements, the title commitment, and the title search/exam cost. The title commitment shall be continued to the date of Closing and shall show record title to be marketable in the name of Seller, free and clear from material defects, liens and encumbrances, except (a) those created or assumed by Purchaser, (b) those specifically set forth in this Agreement, (c) those liens and mortgages that will be released at (or before) Closing and removed from title, (d) rights of tenants specifically disclosed to Purchaser in Paragraph 31 a timely manner or the Leased Property Addendumwhich are objected to, (e) zoning ordinances, (f) legal highways, and (g) restrictions and utility easements but which are waived by Purchaser shall constitute permitted encumbrances. Failure of record (unless they unreasonably interfere with the location of existing buildings, the present use of the Property, or uses which Purchaser has disclosed to notify Seller in writing). If writing of any objectionable title or survey matter within the title evidence reveals any other title defect(s), Seller time periods prescribed herein shall have thirty (30) days after demand constitute an election by Purchaser to remove such defect(s) and Closing shall be delayed accordinglytake title to the Property subject to the Permitted Encumbrances. If Seller If, at closing, Purchaser is unable or unwilling to remove the defect(s)obtain an owner’s policy consistent with its timely title objections, Purchaser may accept title subject to such defect(s) or may terminate this Agreement and the termination procedures in Paragraph 23 shall applyreceive its Xxxxxxx Money. The parties recognize Seller hereby represents and understand warrants that an ALTA Homeowners/Owners Policy is an optional form Seller has good and marketable title to all property herein, free and clear of insurance to protect the Purchaser from covered title issues relating all liens and encumbrances except easements, reservations, mortgages or lender’s collateral agreements attached to the Property, and conveyances existing and of record. Seller represents that they have the unrestricted ability to convey good and marketable title to the Purchaser with respect thereto. Breach of this representation by Seller shall constitute a material breach of this agreement If the Seller is not able to convey good and marketable title to all properties described herein, due to breach of this representation, by the date of closing, Purchaser shall have the option to extend the closing date to facilitate curative action or to receive the return of the full amount of the price. Alternatively, Purchaser shall have the right to waive all or any one or more of such defects and accept the property subject to said defect so waived. The cost of the title insurance shall be paid equally by the parties.

Title. Seller shall furnish Purchaser a commitment for an ALTA Homeowners Policy of Title Insurance (or an ALTA Owner’s Policy of Title Insurance when the ALTA Homeowners Policy of Title Insurance is not applicable for issuance on the transaction), in the amount of the Purchase Price, from a title company of Purchaser’s choosing. Such title evidence shall be prepared and issued by . Seller shall pay the state filed title premium for the applicable ALTA Homeowners/Owners Policy that is issued at Closing. Purchaser shall pay all other title premiums and costs, in excess of the applicable ALTA Homeowners/Owners Policy premium, including but not limited to all lender required title insurance premiums and endorsements, the title commitment, and the title search/exam cost. The title commitment shall be continued to the date of Closing and shall show record title to be marketable in the name of Seller, free and clear from material defects, liens and encumbrances, except (a) those created or assumed by PurchaserNo later than thirty (30) days following the Effective Date, (b) those specifically set forth in this Agreement, (c) those liens and mortgages that will be released at (or before) Closing and removed from title, (d) rights of tenants specifically disclosed Seller shall deliver the Title Commitment to Purchaser in Paragraph 31 or the Leased Property Addendum, (e) zoning ordinances, (f) legal highways, together with legible and (g) restrictions and utility easements complete copies of record (unless they unreasonably interfere with the location all documents of existing buildings, the present use of the Property, or uses which Purchaser has disclosed to Seller in writing)record. If the Title Commitment discloses exceptions to title evidence reveals which are not acceptable to Purchaser ("Unpermitted Title Exceptions"), then, within ten (10) days from Purchaser's receipt of the Title Commitment or update thereto, Purchaser must so notify Seller. If Purchaser fails to so notify Seller within said ten (10) day period, the Title Commitment will be conclusively deemed to be approved by Purchaser. If, within said ten (10) day period, Purchaser shall notify Seller of any other title defect(sUnpermitted Title Exceptions (which notification must specify the Unpermitted Title Exceptions), Seller shall have thirty (30) days after demand by Purchaser from the date of Purchaser's notice to remove have such defect(s) exceptions removed from the Title Commitment and Closing shall be delayed accordingly. If provide evidence thereof to Purchaser, and if Seller is unable fails to have such exceptions removed, or unwilling insured over in a manner satisfactory to remove the defect(s)Purchaser, Purchaser may elect, within ten (10) days after the expiration of Seller's thirty (30) day cure period to (i) terminate this Agreement without liability on the part of any party thereafter (in which event the Deposit shall be promptly returned to Purchaser), or (ii) accept title subject to such defect(sUnpermitted Title Exceptions without any diminution of the Purchase Price. Purchaser's failure to make any election within said ten (10) day period shall be conclusively deemed to mean that Purchaser has elected the option contained in subsection (i) of this Section 4.2. On the Closing Date, at the expense of Seller as set forth in Section 4.3(d) hereof, Seller shall cause the Title Insurer to issue a leasehold title insurance policy or prepaid commitment therefor pursuant to and in accordance with the Title Commitment insuring a leasehold interest in the Real Property in Purchaser or its designee as of the Closing Date, subject only to the Permitted Title Exceptions and such other exceptions as Purchaser may terminate approve (or which may be deemed to have been approved). Such leasehold title insurance policy or prepaid commitment shall contain a contiguity endorsement, survey endorsement, and such other endorsements as may be available under applicable law and requested by Purchaser, including extended coverage and waiving off of new construction. If Purchaser shall make objection to the Title Commitment (as described in this Agreement Section 4.2) and the termination procedures in Paragraph 23 shall apply. The parties recognize and understand that an ALTA Homeowners/Owners Policy is an optional form of insurance Closing Date was to protect the Purchaser from covered title issues relating occur prior to the Propertytime each party was able to exercise its rights under Section 4.1. and/or 4.2, then the Closing Date will be extended to a date which is five (5) days subsequent to the latest date for notice, objection and remedy permitted by Section 4.1 and 4.2. (b) Notwithstanding anything to the contrary contained in this Section 4.2 or elsewhere in this Agreement, Seller shall not be obligated to bring any action or proceeding or otherwise to pay or incur any substantial expense in order to eliminate any Unpermitted Title Exceptions except that Seller on or before the Closing Date shall satisfy mortgages and mechanic's liens against Seller secured by Property or other liens created by Seller which may be satisfied by the payment of liquidated amounts.

Title. Title shall be issued to Buyer as OFFEROR AND OFFEROR, , . Seller does not warrant title to the Property. Prior to closing, Seller, through Seller’s title insurance agency and at Seller’s expense, shall furnish Purchaser provide Buyer with a commitment Preliminary Commitment for an ALTA Homeowners Policy of Title Insurance (“Preliminary Commitment”) relating to the Property. It is agreed that Buyer shall notify Seller, in writing, within FIFTEEN (15) DAYS of the date of the Preliminary Commitment specifying any defect(s) in title. Seller shall, at its option, correct said defect(s) prior to the date of closing. If Seller intends but is unable to correct said defect(s) on or an ALTA Ownerbefore the date of closing, at Seller’s Policy option and upon written notice to Buyer on or before the date of Title Insurance when closing, the ALTA Homeowners Policy date of Title Insurance is closing shall be extended up to NINETY (90) DAYS for the purpose of correcting said defect(s). If title cannot applicable for issuance on the transactionbe made insurable or Seller declines to cure said defect(s), in this Agreement shall terminate and all payments made by Buyer heretofore shall be returned to Buyer and Seller shall have no further liability to Buyer, or any third party, for the amount termination of the Purchase Price, from a sale. It is agreed that Xxxxx shall have the option of waiving any defect in title company and Seller shall not be liable for any damages by reason of Purchaser’s choosingsaid defect(s) in title. Such The failure of Buyer to identify any defect in title evidence shall be prepared deemed Xxxxx’s acceptance of and satisfaction with title. Title shall be delivered at the time of closing by Quitclaim Deed. The Owners’ Policy will be issued thereafter by the respective title agency. Seller The sale provided for herein and the conveyance to be made hereunder shall pay the state filed title premium for the applicable ALTA Homeowners/Owners Policy that is issued at Closing. Purchaser shall pay be fully subject to all other title premiums and costs, in excess of the applicable ALTA Homeowners/Owners Policy premiumencumbrances, including but not limited to all lender required patents, easements, access to public waters, conditions, taxes, assessments, zoning regulations, rights-of-way, exceptions and restrictions of record and reservations of oil, petroleum, gas, coal, ore, minerals, fissionable materials, geothermal resources, fossils or other rights and interests gaseous, liquid and solid, in and under the Property. Seller’s liability for defective title insurance premiums and endorsements, the title commitment, and the title search/exam cost. The title commitment discovered after closing shall be continued limited to all monies paid to Seller towards the purchase of the Property up and to the date of Closing and shall show record title to be marketable in the name of Seller, free and clear from material defects, liens and encumbrances, except (a) those created or assumed by Purchaser, (b) those specifically set forth in this Agreement, (c) those liens and mortgages that will be released at (or before) Closing and removed from title, (d) rights of tenants specifically disclosed to Purchaser in Paragraph 31 or the Leased Property Addendum, (e) zoning ordinances, (f) legal highways, and (g) restrictions and utility easements of record (unless they unreasonably interfere with the location of existing buildings, the present use of the Property, or uses which Purchaser has disclosed to Seller in writing)said discovery. If the title evidence reveals any other title defect(s), Seller shall have thirty (30) days after demand by Purchaser no further liability to remove such defect(s) and Closing shall be delayed accordingly. If Seller is unable Buyer, or unwilling to remove third party, for the defect(s), Purchaser may accept title subject to such defect(s) or may terminate this Agreement and the termination procedures in Paragraph 23 shall apply. The parties recognize and understand that an ALTA Homeowners/Owners Policy is an optional form of insurance to protect the Purchaser from covered title issues relating to the Propertydefective title.

Title. Seller shall furnish Purchaser a commitment for an ALTA Homeowners Policy of Title Insurance (or an ALTA Owner’s Policy of Title Insurance when the ALTA Homeowners Policy of Title Insurance is not applicable for issuance The Inspection Period expires on the transaction), in third business day after the amount Execution Date for all purposes except review of the Purchase Price, from a title company of Purchaser’s choosing. Such title evidence shall be prepared and issued by . Seller shall pay the state filed title premium for the applicable ALTA Homeowners/Owners Policy that is issued at Closingtitle. Purchaser shall pay have until the close of business on the 10th day following the Execution Date (the “Title Review Period”) within which to object in writing to any liens, encumbrances, and other matters reflected by the Title Commitment or Existing Survey. All such matters to which Purchaser so objects shall be “Non-Permitted Encumbrances”; if no such objection notice is given during the Title Review Period, all matters reflected by the Existing Survey and Title Commitment shall be “Permitted Encumbrances”. Seller may, but shall not be obligated to, at its cost, cure, remove or insure around all Non-Permitted Encumbrances, and Seller shall give Purchaser written notice of its intent thereof within three (3) days after the Title Review Period expires (the “Seller Response Period”); however, Seller at its cost shall be obligated to cure, remove or insure around by Closing all judgment liens, mechanic’s and materialmen’s liens, and other title premiums monetary liens against the Property (other than the liens for taxes and costsassessments which are not delinquent) (“Required Cure Items”), whether or not Purchaser objects thereto during the Title Review Period (but not to exceed an aggregate cost to cure, remove or insure around of $50,000.00), and in excess connection therewith Seller shall have fifteen (15) days within which to cure, remove or insure around such Required Cure Items (and the Title Review Period shall be extended for such period, but only with respect to the Required Cure Items. If Seller does not respond, Seller shall be deemed to have elected not to cure. If Seller does not elect to cause all of the applicable ALTA Homeowners/Owners Policy premiumNon-Permitted Encumbrances to be removed, including but cured or insured around, and timely written notice thereof is given to Purchaser, or Seller is deemed to have elected not limited to all lender required title insurance premiums and endorsementscure same (excluding those items Seller is obligated to cure), then Purchaser may either (a) terminate this Agreement in accordance with Section 12(b) by delivering notice to Seller within two (2) days after the title commitmentend of the Seller Response Period (in which case the Xxxxxxx Money shall be fully refunded to Purchaser), or (b) purchase the Property subject to the Non-Permitted Encumbrances, and the title search/exam cost. The title commitment shall be continued Non-Permitted Encumbrances subject to the date of Closing and shall show record title to be marketable in the name of Seller, free and clear from material defects, liens and encumbrances, except (a) those created or assumed by Purchaser, (b) those specifically set forth in this Agreement, (c) those liens and mortgages that will be released at (or before) Closing and removed from title, (d) rights of tenants specifically disclosed to Purchaser in Paragraph 31 or the Leased Property Addendum, (e) zoning ordinances, (f) legal highways, and (g) restrictions and utility easements of record (unless they unreasonably interfere with the location of existing buildings, the present use of the Property, or uses which Purchaser has disclosed elects to Seller in writing). If purchase the title evidence reveals any other title defect(s), Seller Property shall have thirty (30) days after demand by Purchaser to remove such defect(s) and Closing shall thereafter be delayed accordingly. If Seller is unable or unwilling to remove the defect(s), Purchaser may accept title subject to such defect(s) or may terminate this Agreement and the termination procedures in Paragraph 23 shall apply. The parties recognize and understand that an ALTA Homeowners/Owners Policy is an optional form of insurance to protect the Purchaser from covered title issues relating to the PropertyPermitted Encumbrances.

Title. Seller shall furnish Purchaser a commitment for an ALTA Homeowners Policy Within forty-five (45) days of the Effective Date (the “Title Insurance (or an ALTA Owner’s Policy of Title Insurance when the ALTA Homeowners Policy of Title Insurance is not applicable for issuance on the transactionReview Period”), Purchaser shall notify Seller in writing (the “Title Objection Notice”) of any matters related to or affecting title to the Premises that are objectionable to Purchaser in Purchaser’s sole discretion (“Title Defects”). Purchaser shall be deemed to have waived the right to object to any matter affecting title, if Purchaser fails to specifically identify such matters in the amount Title Objection Notice (each matter not objected to being deemed a "Permitted Encumbrance”). Within seven (7) days of Seller’s receipt of the Purchase PriceTitle Objection Notice, from a title company Seller may, but shall not be obligated to, undertake to cure any of Purchaser’s choosing. Such title evidence shall be prepared and issued by the matters identified in the Title Objection Notice. Seller shall pay provide Purchaser with written notice of such election within such seven (7) day period. In the state filed title premium for the applicable ALTA Homeowners/Owners Policy event that is issued at Closing. Purchaser shall pay all other title premiums and costs, in excess of the applicable ALTA Homeowners/Owners Policy premium, including but not limited seller elects to all lender required title insurance premiums and endorsements, the title commitment, and the title search/exam cost. The title commitment shall be continued undertake to the date of Closing and shall show record title to be marketable in the name of Seller, free and clear from material defects, liens and encumbrances, except (a) those created or assumed by Purchaser, (b) those specifically set forth in this Agreement, (c) those liens and mortgages that will be released at (or before) Closing and removed from title, (d) rights of tenants specifically disclosed to Purchaser in Paragraph 31 or the Leased Property Addendum, (e) zoning ordinances, (f) legal highways, and (g) restrictions and utility easements of record (unless they unreasonably interfere with the location of existing buildings, the present use of the Property, or uses which Purchaser has disclosed to Seller in writing). If the title evidence reveals any other title defect(s)cure such Title Defects, Seller shall have thirty a period of not more than forty-five (3045) days after demand by Purchaser notice of Seller’s election within which to remove cure any such defect(s) Title Defects (the “Title Cure Period”), and the Closing Date shall be delayed accordinglyextended until five (5) days after the expiration of the Title Cure Period. Seller agrees that after the Effective Date it shall not permit or suffer encumbrance of the Premises with any liens, easements, leases or other encumbrances without Purchaser’s prior written consent, except that Purchaser shall not unreasonably withhold, condition or delay its consent to new leases. On or before the Closing Date, Seller shall remove at its sole cost any such matters affecting the title to the Premises suffered or created by or consented to by Seller after the Effective Date that are not approved in writing by Purchaser. If Title Defects are not cured within the Title Cure Period, then Purchaser shall elect, by written notice to Seller is unable on or unwilling before the Closing Date, as the same may be extended, either (i) to remove the defect(s), Purchaser may accept title to the Premises subject to such defect(suncured Title Defects, in which case such Title Defects shall be Permitted Encumbrances, or (ii) or may to terminate this Agreement Contract, whereupon the Deposit shall be returned immediately to Purchaser and the termination procedures in Paragraph 23 neither party shall apply. The parties recognize and understand that an ALTA Homeowners/Owners Policy is an optional form of insurance to protect the Purchaser from covered title issues relating to the Propertyhave any further obligations under this Contract.

Title. (a) Title Insurance and Survey. Not later than three (3) days after Buyer receives an original of this Agreement executed by Seller, Seller shall furnish Purchaser a commitment for an ALTA Homeowners Policy of order the Title Insurance (or an ALTA Owner’s Policy of Commitment and Buyer's counsel shall order the Survey. In the event that the Title Insurance when Commitment or Survey discloses and/or reflects the ALTA Homeowners Policy existence of Title Insurance is not applicable for issuance on the transaction)one or more matters which, in the amount reasonable determination of Purchaser, has/have a material adverse impact on the current use and/or value of the Property (each, a "Title Objection"), then the Purchaser may, by notice received by Seller prior to the end of the Inspection Period specifically describing each Title Objection (the "Title Objection Notice"), notify Seller of such Title Objection(s). The Title Objection Notice shall be accompanied by a copy of the Title Insurance Commitment or Survey clearly depicting each Title Objection. Purchaser shall be deemed to have accepted all matters shown on the Title Insurance Commitment and/or Survey except for matters which are included in the Title Objections. Seller shall have five (5) business days following receipt of the Title Objection Notice to cure or agree in writing to cure such Title Objections, but Seller shall have no obligation whatsoever to cure such Title Objections or to incur any cost or expense in connection therewith. In the event that Seller agrees in writing to cure any of the Title Objections, Seller shall cure such Title Objections on or prior to the Closing Date. In the event that Seller has not cured or agreed in writing to cure all of the Title Objections within the five (5) business day period specified above, Purchaser shall either: (1) waive the uncured Title Objections by written notice to Seller and Escrow Agent and accept the Property and title thereto subject to the uncured Title Objections without any adjustment of the Purchase Price, from a title company of or (2) terminate this Agreement. If Purchaser’s choosing. Such title evidence shall be prepared and issued 's waiver notice is not received by . Seller shall pay the state filed title premium for the applicable ALTA Homeowners/Owners Policy that is issued at Closing. Purchaser shall pay all other title premiums and costs, in excess within ten (10) business days after Seller's receipt of the applicable ALTA Homeowners/Owners Policy premiumTitle Objection Notice, including but not limited then it will conclusively be presumed that Purchaser elected to all lender required title insurance premiums and endorsements, the title commitment, and the title search/exam cost. The title commitment shall be continued to the date of Closing and shall show record title to be marketable in the name of Seller, free and clear from material defects, liens and encumbrances, except (a) those created or assumed by Purchaser, (b) those specifically set forth in terminate this Agreement, (c) those liens and mortgages that will be released at (or before) Closing and removed from title, (d) rights of tenants specifically disclosed to Purchaser in Paragraph 31 or the Leased Property Addendum, (e) zoning ordinances, (f) legal highways, and (g) restrictions and utility easements of record (unless they unreasonably interfere with the location of existing buildings, the present use of the Property, or uses which Purchaser has disclosed to Seller in writing). If the title evidence reveals any other title defect(s), Seller shall have thirty (30) days after demand by Purchaser to remove such defect(s) and Closing shall be delayed accordingly. If Seller is unable or unwilling to remove the defect(s), Purchaser may accept title subject to such defect(s) or may terminate this Agreement and the termination procedures in Paragraph 23 shall apply. The parties recognize and understand that an ALTA Homeowners/Owners Policy is an optional form of insurance to protect the Purchaser from covered title issues relating to the Property.

Title. Seller Prior to the expiration of the Due Diligence Period, Buyer, in its sole discretion, shall furnish Purchaser a commitment for an ALTA Homeowners Policy have approved the legal description of the Property and the following documents prepared and delivered to Buyer by First American Title Insurance Company (or an ALTA Owner’s Policy of the "Title Insurance when the ALTA Homeowners Policy of Title Insurance is not applicable for issuance on the transaction), in the amount of the Purchase Price, from a title company of Purchaser’s choosing. Such title evidence shall be prepared and issued by . Seller shall pay the state filed title premium for the applicable ALTA Homeowners/Owners Policy that is issued at Closing. Purchaser shall pay all other title premiums and costs, in excess of the applicable ALTA Homeowners/Owners Policy premium, including but not limited to all lender required title insurance premiums and endorsements, the title commitment, and the title search/exam cost. The title commitment shall be continued to the date of Closing and shall show record title to be marketable in the name of Seller, free and clear from material defects, liens and encumbrances, except Company"): (a) those created or assumed a standard preliminary title report issued by Purchaser, the Title Company with respect to the Property (the "Report"); and (b) those specifically set forth copies of all recorded documents referred to in this Agreement, the Report. No later than ten (c10) those liens and mortgages that will be released at (or before) Closing and removed from title, (d) rights of tenants specifically disclosed to Purchaser in Paragraph 31 or the Leased Property Addendum, (e) zoning ordinances, (f) legal highways, and (g) restrictions and utility easements of record (unless they unreasonably interfere with the location of existing buildings, the present use days after Buyer's receipt of the PropertyReport, or uses which Purchaser has disclosed Buyer shall give written notice (the "Buyer Title Notice") to Seller and Escrow Holder, disapproving any items identified as exceptions in writingthe Report and identifying the items disapproved (the "Disapproved Title Items"). If No later than three (3) business days following Seller's receipt of the title evidence reveals any other title defect(sBuyer Title Notice ("Seller Response Date"), Seller shall have thirty the right to elect either to (30A) days after demand by Purchaser cure the Disapproved Title Items, or (B) not cure the Disapproved Title Items. Seller's failure to remove give timely written notice to Buyer of Seller's election to cure any Disapproved Title Items shall conclusively be presumed to be Seller's election not to cure such defect(s) and Closing shall be delayed accordinglyDisapproved Title Items. If Seller elects or is unable deemed to have elected not to cure Buyer's Disapproved Title Items, then Buyer shall have until the expiration of the Due Diligence Period to deliver to Seller written notice of Buyer's disapproval of any Disapproved Title Items which Seller elects or unwilling is deemed to remove have elected not to cure, and Buyer's failure to do so shall be deemed to constitute Buyer's approval of all matters of title reflected in the defect(s), Purchaser may accept title subject to such defect(s) or may terminate this Agreement and the termination procedures in Paragraph 23 shall apply. The parties recognize and understand that an ALTA Homeowners/Owners Policy is an optional form of insurance to protect the Purchaser from covered title issues Report relating to the Property.

Title. Seller has provided the Title Commitment to Buyer, and Buyer shall furnish Purchaser deliver to Seller a commitment for an ALTA Homeowners Policy written notice of Title Insurance any title objections (the “Objection Notice”) on or an ALTA Owner’s Policy of Title Insurance when before July 12, 2006. If Buyer fails to deliver the ALTA Homeowners Policy of Title Insurance is not applicable for issuance on the transaction)Objection Notice prior to such date, then Buyer shall be deemed to have accepted all matters shown as exceptions in the amount Title Commitment. Following receipt of an Objection Notice, Seller may remedy, or agree to remedy prior to Closing, all or any of the matters noted in the Objection Notice to the commercially reasonable satisfaction of Buyer by delivering a notice to that effect (the “Seller Response”) prior to the date five (5) days after Seller’s receipt of Buyer’s Objection Notice. Insurance over an objection by Title Insurer shall be deemed an acceptable remedy for purposes of this Agreement, subject to the commercially reasonable approval of Buyer. If Seller does not timely deliver a Seller Response indicating that it will cure or remedy all of the title objections set forth in the Objection Notice, or if Seller delivers a Seller Response indicating that it will not cure or remedy one or more specific title objections raised by Buyer in the Objection Notice, then Buyer, at its election, shall have the right (as its sole and exclusive remedy) either to: (a) accept title subject to the objections that Seller has not agreed to cure or remedy without reduction of the Purchase Price, from a title company of Purchaser’s choosing. Such title evidence Price (and such matters shall be prepared deemed Permitted Exceptions); or (b) terminate this Agreement and issued by receive an immediate return of the Deposit. If Buyer does not notify Seller in writing of its election within five (5) days after delivery of the Seller Response (or, if no Seller Response is delivered, within five (5) days after the last day the Seller Response was due as provided above), then Buyer shall be deemed to have elected (a) above. Notwithstanding the foregoing to the contrary, Seller shall be required to pay at Closing any mortgages, deeds of trust and other monetary liens for a sum certain (including liens for delinquent taxes, mechanics’ liens and judgment liens, but excluding any liens arising by or through tenants or Buyer) affecting the state filed title premium for the applicable ALTA Homeowners/Owners Policy that is issued at Closing. Purchaser shall pay Project and all other title premiums and costs, in excess of the applicable ALTA Homeowners/Owners Policy premiumindebtedness secured thereby, including but not limited to all lender required title insurance premiums and endorsementsthe loan secured by the liens in favor of Bank of America, N.A. referenced in the Title Commitment (collectively, the title commitment“Curable Liens”). If a lien arises prior to Closing by or through a tenant, and such lien is not cured by the title search/exam cost. The title commitment tenant or Seller at or prior to Closing, Buyer, at its election, shall be continued to have the date of Closing right (as its sole and shall show record title to be marketable in the name of Seller, free and clear from material defects, liens and encumbrances, except exclusive remedy) either to: (a) those created or assumed by Purchaser, (b) those specifically set forth in this Agreement, (c) those liens and mortgages that will be released at (or before) Closing and removed from title, (d) rights of tenants specifically disclosed to Purchaser in Paragraph 31 or the Leased Property Addendum, (e) zoning ordinances, (f) legal highways, and (g) restrictions and utility easements of record (unless they unreasonably interfere with the location of existing buildings, the present use of the Property, or uses which Purchaser has disclosed to Seller in writing). If the title evidence reveals any other title defect(s), Seller shall have thirty (30) days after demand by Purchaser to remove such defect(s) and Closing shall be delayed accordingly. If Seller is unable or unwilling to remove the defect(s), Purchaser may accept title subject to the lien (and such defect(slien shall be deemed a Permitted Exception, but Seller shall assign to Buyer any rights and remedies Seller may have against tenant with respect to such lien); or (b) or may terminate this Agreement and receive an immediate return of the termination procedures Deposit. With respect to matters other than Curable Liens, if Seller delivers a Seller Response but subsequently fails (despite the exercise of commercially reasonable good faith efforts) to cure or remedy all of the title objections that it agreed to remedy in Paragraph 23 the Seller Response, then Buyer, at its election, shall apply. The parties recognize have the right (as its sole and understand that an ALTA Homeowners/Owners Policy is an optional form of insurance to protect the Purchaser from covered exclusive remedy) either to: (a) accept title issues relating subject to the Propertyobjections that Seller has been unable to cure or remedy (and such matters shall be deemed Permitted Exceptions), or (b) terminate this Agreement and receive the immediate return of the Deposit. Buyer must notify Seller of this election prior to Closing, provided that this sentence shall not limit Buyer’s remedies as to any Post-Effective Date Encumbrance, as defined below, that is not permitted herein. Any matters set forth in any update of the Title Commitment or Survey, and first appearing after the delivery of the Objection Notice, shall be subject to the express written approval of Buyer. Except for New Leases executed by Seller in accordance with the terms of Paragraph 11, and any encumbrance provided for under, or reasonably necessary in connection with, the Future Development Application, Seller shall not, after the Effective Date, cause or authorize any new easement or other encumbrance (a “Post-Effective Date Encumbrance”) to be placed on or granted with respect to the Project, other than those existing as of the Effective Date, without the prior written consent of Buyer, provided that Buyer shall not unreasonably withhold or delay consent to any easement or other encumbrance that is reasonably necessary for the operation of the Project and does not materially adversely affect the Project.

Title. Seller shall furnish Purchaser a commitment for an ALTA Homeowners Policy warrants and represents that Seller is, or at the time of Title Insurance (or an ALTA Owner’s Policy Closing will be, the owner of Title Insurance when .marketable, fee. simple title to the ALTA Homeowners Policy of Title Insurance is not applicable for issuance on the transaction), in the amount of the Purchase Price, from a title company of Purchaser’s choosing. Such title evidence shall be prepared and issued by Property. Seller shall pay at Closing convey to Purchaser marketable fee simple title to the state filed title premium for Property, without exception or objection other than current year’s taxes, and those exceptions which Purchaser shall approve (collectively, the applicable ALTA Homeowners/Owners Policy that is issued at Closing“Permitted Exceptions”). Purchaser shall pay all other title premiums and costs, in excess of the applicable ALTA Homeowners/Owners Policy premium, including but not limited undertake to all lender required title insurance premiums and endorsements, the title commitment, and the title search/exam cost. The title commitment shall be continued to the date of Closing and shall show record examine title to be marketable in the name of Seller, free and clear from material defects, liens and encumbrances, except (a) those created or assumed by Purchaser, (b) those specifically set forth in this Agreement, (c) those liens and mortgages that will be released at (or before) Closing and removed from title, (d) rights of tenants specifically disclosed to Purchaser in Paragraph 31 or the Leased Property Addendum, (e) zoning ordinances, (f) legal highways, and (g) restrictions and utility easements of record (unless they unreasonably interfere with the location of existing buildings, the present use of the Property, or uses which and shall furnish Seller with written notice objections to marketability of title to the Property (the “Title Objections”) within Twenty (20) days of the effective date of this Contract, and Seller may, at Seller’s option, elect to cure such Title Objections specified before Closing (but shall have no liability to Purchaser has disclosed if Seller fails to Seller in writingdo so). If Seller should elect not to cure any Title Objection or fail to cure any Title Objection by Closing, Purchaser shall have the right (i) to require that Seller cure, and Seller shall cure, any Title Objection evidenced by unpaid taxes that are due and payable, liens, security instruments, assessments or other encumbrances against or affecting the Property which are capable of being satisfied by payment of a sum certain; (ii) to proceed with the purchase of the Property subject to the uncured Title Objections; or (iii) to terminate this Contract, in which case the Xxxxxxx Money paid by Purchaser shall be returned to Purchaser, this Contract shall terminate and the parties shall be relieved of any further obligations under this Contract. If Seller does cure or satisfy Title Objections, this Contract shall continue in effect. Seller will be deemed to have cured any Title Objection if it delivers such title evidence reveals any other title defect(s)as Lawyers Title Insurance Corporation will insure on its standard owner’s form, with no exceptions except those set out in the printed form, with no exceptions except those set out in the printed form and the Permitted Exceptions. Except as provided in this paragraph, Seller shall have thirty (30) days after demand by Purchaser not be required and is not obligated to remove such defect(s) and Closing shall be delayed accordingly. If Seller is unable bring any action or unwilling proceeding or otherwise to remove incur any expense to render the defect(s), Purchaser may accept title subject to such defect(s) or may terminate this Agreement and the termination procedures in Paragraph 23 shall apply. The parties recognize and understand that an ALTA Homeowners/Owners Policy is an optional form of insurance to protect the Purchaser from covered title issues relating to the PropertyProperty marketable or to cure a Title Objection.

Title. Seller During the Inspection Period, Purchaser shall furnish Purchaser procure a title insurance commitment for an ALTA Homeowners Policy of Title Insurance (or an ALTA Owner’s Policy of Title Insurance when the ALTA Homeowners Policy of Title Insurance is not applicable for issuance on the transaction), in the amount of the Purchase Price, from a title company of Purchaser’s choosing. Such title evidence shall be prepared and Price covering the Property issued by . Seller shall pay the state filed title premium for Title Company (the applicable ALTA Homeowners/Owners Policy that is issued at Closing“Title Commitment”) and furnish a copy thereof to Seller. Purchaser shall pay all other title premiums and costs, in excess have until the expiration of the applicable ALTA Homeowners/Owners Policy premium, including but not limited Inspection Period to all lender required title insurance premiums and endorsements, object to any matters shown on the title commitment, and the title search/exam cost. The title commitment shall be continued to the date of Closing and shall show record title to be marketable in the name of Seller, free and clear from material defects, liens and encumbrances, except (a) those created Title Commitment or assumed Survey by Purchaser, (b) those specifically set forth in this Agreement, (c) those liens and mortgages that will be released at (or before) Closing and removed from title, (d) rights of tenants specifically disclosed to Purchaser in Paragraph 31 or the Leased Property Addendum, (e) zoning ordinances, (f) legal highways, and (g) restrictions and utility easements of record (unless they unreasonably interfere with the location of existing buildings, the present use of the Property, or uses which Purchaser has disclosed written notice to Seller in writing(“Title Objection Notice”). If the Purchaser may also object to any new matters thereafter revealed by a title evidence reveals any other title defect(s)update by subsequent Title Objection Notice(s) to Seller. Within five (5) business days after receipt of a Purchaser’s Title Objection Notice, Seller shall either (i) deliver written notice to Purchaser of any title or Survey objections which Seller elects not to cure, or (ii) cure or satisfy such objections (or commence to cure or satisfy such objections as long as Seller reasonably believes such objections may be cured or satisfied at least two (2) business days prior to Closing). In the event that Seller does not deliver written notice to Purchaser of any title or Survey objections which Seller elects not to cure within such five (5) day period, Seller shall be deemed to have thirty elected to not cure all such objections. Within five (305) business days after demand by Purchaser receipt of Seller’s written notification that Seller elects not to remove such defect(s) and Closing shall be delayed accordingly. If Seller is unable cure a title or unwilling to remove the defect(s)Survey objection, Purchaser may accept title subject to such defect(s) or may terminate this Agreement and receive a full refund of the termination procedures Xxxxxxx Money by delivering written notice thereof to Seller. If Purchaser does not so terminate this Agreement, then any such title or Survey objection which Seller elects not to cure shall be deemed waived by Purchaser and shall be an additional Permitted Exception. If any objection which Seller elects to cure is not satisfied by Seller at least two (2) business days before the scheduled date of Closing, Purchaser shall have the right to terminate this Agreement, in Paragraph 23 which case the Xxxxxxx Money shall applybe returned to Purchaser and neither party shall have any further rights, obligations or duties under this Agreement. The parties recognize If Seller does cure or satisfy the objections at least two (2) business days prior to Closing, then this Agreement shall continue in effect. Any exception to or defect in title which Purchaser shall elect to waive, or which is otherwise acceptable to Purchaser, shall be deemed an additional Permitted Exception to title at Closing. Seller covenants and understand that an ALTA Homeowners/Owners Policy is an optional form of insurance agrees not to protect the Purchaser from covered alter or encumber in any way Seller’s title issues relating to the PropertyProperty after the date hereof. Notwithstanding anything in this Agreement to the contrary, Seller shall cause any deed of trust, mortgage, deed to secure debt, judgment or other lien for a liquidated sum encumbering the Property to be released at or before Closing provided that, any such obligations actually satisfied and released by application of Purchaser’s funds at the Closing will be deemed to have been cured by Seller at least two (2) business days prior to Closing and shall not be a justification for Purchaser to terminate this Agreement.

Title. (a) Seller shall furnish Purchaser a commitment order, at its sole cost and expense, commitments for an ALTA Homeowners Policy of owner's fee title insurance policy or policies with respect to the Properties (the "Title Commitments") from First American Title Insurance Company (the "Title Company") and shall request the Title Company to deliver copies of the Title Commitments, together with true and complete copies of all instruments giving rise to any defects or an ALTA Owner’s Policy of Title Insurance when exceptions to title to the ALTA Homeowners Policy of Title Insurance is not applicable for issuance on Properties, to Purchaser's and Sellers' attorneys. (Any liens, encumbrances or other defects or exceptions in or to title to the transaction), Properties other than the Permitted Encumbrances set forth in the amount Title Commitments are herein collectively called the "Unacceptable Encumbrances".) (b) If Sellers are unable (subject to Section 6.2) to eliminate all Unacceptable Encumbrances not waived in writing by Purchaser, or with respect to those matters which are listed on Schedule "3", to arrange for title insurance reasonably acceptable to Purchaser insuring against enforcement of such Unacceptable Encumbrances against, or collection of the same out of, the Properties, and to convey title in accordance with the terms of this Agreement on or before the Closing Date, Purchaser shall elect either (i) to waive such Unacceptable Encumbrance(s) and consummate the transactions contemplated hereby without any reduction of or credit against the Purchase Price, or (ii) to exclude the Property with the Unacceptable Encumbrances from a title company of Purchaser’s choosing. Such title evidence this sale and, in such event, the Purchase Price shall be prepared reduced by the allocated Purchase Price for such Property (as set forth in Section 2.1(e) of this Agreement) (and issued by . Seller shall pay the state filed title premium for the applicable ALTA Homeowners/Owners Policy that is issued at Closing. Purchaser shall pay all other title premiums and costs, in excess cash portion of the applicable ALTA Homeowners/Owners Policy premium, including but not limited to all lender required title insurance premiums Purchase Price and endorsementsthe principal amount of the Note and the Mortgage shall be reduced pro rata), the title commitmentdefinition of Properties shall not include such Property and neither party shall have any further rights, and the title search/exam cost. The title commitment shall be continued obligations or liabilities hereunder with respect to such Property, except as otherwise set forth herein. 6.2 Notwithstanding anything to the date of Closing and shall show record title to be marketable in the name of Seller, free and clear from material defects, liens and encumbrances, except (a) those created or assumed by Purchaser, (b) those specifically contrary set forth in this Section 6 or elsewhere in this Agreement, Sellers shall not be obligated to bring any action or proceeding, to make any payments or otherwise to incur any expense in order to eliminate Unacceptable Encumbrances not waived in writing by Purchaser or to arrange for title insurance (cat Sellers' cost and expense), with respect to those matters which are listed on Schedule "3", insuring against enforcement of such Unacceptable Encumbrances against, or collection of the same out of, the Properties; except that (A) those Sellers shall satisfy mortgages, real estate taxes, assessments, monetary judgments against Sellers and any other liens that are liquidated in amount (collectively, "Liens") secured by or affecting the Properties which are Unacceptable Encumbrances and mortgages that will which can be released at (or before) Closing and removed satisfied by payment of liquidated amounts unless Sellers arrange for such Unacceptable Encumbrances to be omitted from title, (d) rights of tenants specifically disclosed to Purchaser in Paragraph 31 or the Leased Property Addendum, (e) zoning ordinances, (f) legal highwaysPurchaser's fee title insurance policy, and (gB) restrictions with respect to those matter which are listed in Schedule "3", Sellers shall arrange for title insurance (at Sellers' cost and utility easements expense) reasonably acceptable to Purchaser insuring against enforcement or collection of record (unless they unreasonably interfere with such Unacceptable Encumbrances. Without limiting the location of existing buildings, the present use generality of the Propertypreceding provisions of this Section 6.2, or uses which Purchaser has disclosed to Seller in writing). If for the title evidence reveals any other title defect(spurposes of this Agreement (including Sections 6.1 and 17.1), Seller shall have thirty Sellers' failure or refusal to bring any action or proceeding, to make any payments or to otherwise incur any expense, except for (30A) days after demand Sellers' obligation to satisfy Liens which can be satisfied by Purchaser payment of liquidated amounts as aforesaid and (B) Sellers' obligation to remove such defect(s) and Closing shall be delayed accordingly. If Seller is unable pay for title insurance insuring against enforcement or unwilling collection with respect to remove the defect(s), Purchaser may accept title subject to such defect(s) or may terminate this Agreement and the termination procedures in Paragraph 23 shall apply. The parties recognize and understand that an ALTA Homeowners/Owners Policy is an optional form of insurance to protect the Purchaser from covered title issues relating to the Property.those matters which are listed on Schedule

Title. Seller shall (a) Unless waived by Purchaser, Purchaser has caused Charter Title Company, as agent for Lawyers Title Insurance Corporation (the "TITLE COMPANY"), to furnish Purchaser a commitment Commitment for an ALTA Homeowners Title Insurance (the "COMMITMENT") from the Title Company addressed to Purchaser covering the Dallas County Land and the San Antonio Land and the Improvements, pursuant to which the Title Company shall commit to issue to Purchaser a Texas Owner's Policy of Title Insurance (or an ALTA Owner’s Policy of Title Insurance when the ALTA Homeowners Policy of Title Insurance is not applicable for issuance on the transaction), "TITLE POLICY") in the amount form of the Purchase PriceCommitment set forth as EXHIBIT D, from together with legible copies of all instruments described in the Commitment evidencing defects in, exceptions or objections to or encumbrances upon title to the Dallas County Land, the San Antonio Land or the Improvements. (b) Unless waived by Purchaser, Purchaser, at its sole cost and expense, shall have obtained a title company report of Purchaser’s choosing. Such title evidence shall be prepared and issued by . Seller shall pay the state filed title premium for the applicable ALTA Homeowners/Owners Policy that is issued at Closing. Purchaser shall pay all other title premiums and costs, in excess searches made of the applicable ALTA Homeowners/Owners Policy premiumUniform Commercial Code Records of Dallas and Bexar Counties, including but not limited to all lender required title insurance premiums and endorsements, the title commitment, Texas and the title search/exam cost. The title commitment shall be continued to the date Secretary of Closing and shall show record title to be marketable State of Texas in the name of Seller (the "UCC SEARCHES"), evidencing any Liens relating thereto granted by Seller, free . (c) Purchaser shall have fifteen business days following receipt of the Commitment and clear from material defects, liens UCC Searches provided for in this SECTION 7.4 and encumbrances, except (a) those created or assumed the Survey provided for in SECTION 7.5 hereof to deliver to Seller its written objections to any matters reflected in Schedule B of the Commitment. Any such matters which are not objected to by Purchaser within said fifteen business days shall all be considered Permitted Encumbrances. Seller shall in good faith diligently work to have the title and survey exceptions raised by Purchaser, (b) those specifically set forth in this Agreementother than the Permitted Encumbrances, (c) those liens and mortgages that will be released at (cured or before) removed to the reasonable satisfaction of Purchaser by the Closing and removed from title, (d) rights of tenants specifically disclosed to Date after Purchaser in Paragraph 31 or the Leased Property Addendum, (e) zoning ordinances, (f) legal highways, and (g) restrictions and utility easements of record (unless they unreasonably interfere with the location of existing buildings, the present use of the Property, or uses which Purchaser has disclosed to notifies Seller in writing). If the title evidence reveals any other title defect(s), Seller shall have thirty (30) days after demand by Purchaser to remove writing of such defect(s) and Closing shall be delayed accordinglyexceptions or objections. If Seller is unable fails to cure or unwilling to remove the defect(s)satisfy such objections for any reason within such time period, Purchaser may either (i) accept conveyance of title to the Acquired Property and the Improvements subject to such defect(suncured matters and proceed with the Closing contemplated herein (in which event all such matters shall be deemed Permitted Encumbrances), or (ii) or may give written notice to Seller electing to terminate this Agreement and the termination procedures in Paragraph 23 shall apply. The parties recognize and understand that an ALTA Homeowners/Owners Policy is an optional form of insurance pursuant to protect the Purchaser from covered title issues relating to the PropertyARTICLE X hereof.

Title. Seller During the Inspection Period, Recipient shall furnish Purchaser procure a title insurance commitment for an ALTA Homeowners Policy of Title Insurance (or an ALTA Owner’s Policy of Title Insurance when the ALTA Homeowners Policy of Title Insurance is not applicable for issuance on the transaction), in the amount of $6,072,500.00 covering the Purchase Price, from a title company of Purchaser’s choosing. Such title evidence shall be prepared and Property issued by the Title Company (the “Title Commitment”) and furnish a copy thereof to Contributor. Seller shall pay the state filed title premium for the applicable ALTA Homeowners/Owners Policy that is issued at Closing. Purchaser shall pay all other title premiums and costs, in excess of the applicable ALTA Homeowners/Owners Policy premium, including but not limited to all lender required title insurance premiums and endorsements, the title commitment, and the title search/exam cost. The title commitment shall be continued to the date of Closing and shall show record title to be marketable in the name of Seller, free and clear from material defects, liens and encumbrances, except (a) those created or assumed by Purchaser, (b) those specifically set forth in this Agreement, (c) those liens and mortgages that will be released at (or before) Closing and removed from title, (d) rights of tenants specifically disclosed to Purchaser in Paragraph 31 or the Leased Property Addendum, (e) zoning ordinances, (f) legal highways, and (g) restrictions and utility easements of record (unless they unreasonably interfere with the location of existing buildings, the present use of the Property, or uses which Purchaser has disclosed to Seller in writing). If the title evidence reveals any other title defect(s), Seller Recipient shall have thirty ten (3010) days after demand receipt of the Title Commitment from Title Company to object to any matters shown on the Title Commitment or Survey by Purchaser written notice to remove Contributor (“Title Objection Notice”). Recipient may also object to any new matters thereafter revealed by a title update by subsequent Title Objection Notice to Contributor. Within five (5) business days after receipt of Recipient’s Title Objection Notice, Contributor shall either (i) deliver written notice to Recipient of any title or Survey objections which Contributor elects not to cure, or (ii) cure or satisfy such defect(sobjections (or commence to cure or satisfy such objections as long as Contributor reasonably believes such objections may be cured or satisfied at least two (2) and Closing business days prior to Closing). In the event that Contributor does not deliver written notice to Recipient of any title or Survey objections which Contributor elects not to cure within such five (5) day period, Contributor shall be delayed accordinglydeemed to have elected to cure all such objections. If Seller is unable Within five (5) business days after receipt of Contributor’s written notification that Contributor elects not to cure a title or unwilling to remove the defect(s)Survey objection, Purchaser may accept title subject to such defect(s) or Recipient may terminate this Agreement and receive a full refund of the termination procedures Xxxxxxx Money by delivering written notice thereof to Contributor. If Recipient does not so terminate this Agreement, then any such title or Survey objection which Contributor elects not to cure shall be deemed waived by Recipient and shall be an additional Permitted Exception. If any objection which Contributor elects to cure is not satisfied by Contributor at least two (2) business days before the scheduled date of Closing, Recipient shall have the right to terminate this Agreement, in Paragraph 23 which case the Xxxxxxx Money shall applybe returned to Recipient and neither party shall have any further rights, obligations or duties under this Agreement. The parties recognize If Contributor does cure or satisfy the objections at least two (2) business days prior to Closing, then this Agreement shall continue in effect. Any exception to or defect in title which Recipient shall elect to waive, or which is otherwise acceptable to Recipient, shall be deemed an additional Permitted Exception to title at Closing. Contributor covenants and understand that an ALTA Homeowners/Owners Policy is an optional form of insurance agrees not to protect the Purchaser from covered alter or encumber in any way Contributor’s title issues relating to the PropertyProperty after the date hereof. Notwithstanding anything in this Agreement to the contrary, Contributor shall cause any deed of trust, mortgage, deed to secure debt, judgment or other lien for a liquidated sum encumbering the Property to be released at or before Closing.

Title. Title will be marketable in Seller shall furnish at the time of Closing, subject to the matters set forth in the Preliminary Title Report delivered to Purchaser pursuant to Section 9.c below (the “Preliminary Report”), the documents referred to in Section 9 below and those matters shown on the Map of the Project. Seller, at its expense, will give to Purchaser a title insurance commitment (the "Commitment") issued by a title company of the Seller’s choice (the “Title Company”) to insure the title to the Unit in Purchaser's name for an ALTA Homeowners Policy of Title Insurance (or an ALTA Owner’s Policy of Title Insurance when the ALTA Homeowners Policy of Title Insurance is not applicable for issuance on the transaction), in the amount of the Purchase Price. If the Commitment discloses the existence of any defects in title, from a title company of Purchaser’s choosing. Such title evidence shall be prepared other than those set forth in the Preliminary Report, the documents referred to in Section 9 below and issued by . Seller shall pay those matters shown on the state filed title premium for the applicable ALTA Homeowners/Owners Policy that is issued at Closing. Purchaser shall pay all other title premiums and costs, in excess Map of the applicable ALTA Homeowners/Owners Policy premium, including but not limited to all lender required title insurance premiums and endorsements, the title commitmentProject, and the title search/exam cost. The title commitment shall be continued to standard printed exceptions appearing in the date of Closing Commitment, and shall show record such defects render title to be marketable in any portion of the name of Seller, free Unit unmarketable and clear from material defects, liens and encumbrances, except (a) those created or assumed the defects are not waived by Purchaser, (b) those specifically set forth in this Agreement, (c) those liens and mortgages that will be released at (or before) Closing and removed from title, (d) rights of tenants specifically disclosed to Purchaser in Paragraph 31 or the Leased Property Addendum, (e) zoning ordinances, (f) legal highways, and (g) restrictions and utility easements of record (unless they unreasonably interfere with the location of existing buildings, the present use must give Seller written notice of the Property, or uses which Purchaser has disclosed to Seller in writing). If the title evidence reveals any other title defect(s), Seller shall have thirty defects within seven (307) days after demand by Purchaser receipt of the Commitment. Thereafter, Seller will have forty-five (45) days in which Seller may elect to remove such defect(s) cure the defects and render title marketable or provide title insurance against the defects, and if necessary, the Closing shall be delayed postponed accordingly. If Seller is unable fails to cure the defects or unwilling provide title insurance after timely notice of the defects or Seller elects not to remove pursue a cure or title insurance as evidenced by a written notice to Purchaser, Purchaser, as its sole remedy, may elect, within seven (7) days after the defect(searlier of Purchaser’s receipt of Seller’s notice of election not to cure or the end of the forty-five (45) day period, either (a) to terminate this Agreement, in which event all amounts paid to Seller under this Agreement will be returned to Purchaser (other than amounts paid because of changes to the Plans and Specifications requested by Purchaser and allowed by Seller, in its sole discretion, for which Purchaser will continue to be liable), Purchaser and neither party will have any further obligations under this Agreement; (b) with Seller's consent, to grant one or more additional periods of time within which Seller may but shall not be required to attempt to cure, remove or obtain title insurance protection against the exceptions; or (c) to accept title with all defects as shown in the Commitment, without adjustment in the Purchase Price. If Purchaser fails to give timely notice of termination, Purchaser will be deemed to have elected to accept title as shown in the Commitment and to have waived all defects. Purchaser expressly relinquishes and waives any and all other remedies, claims, demands, and causes of action at law or in equity against Seller for failure to deliver marketable title. No equitable title to the Unit will pass to Purchaser until Closing. Purchaser acknowledges and accepts that there will likely be recorded against the Project additional easements and/or other documents that do not render title to the Unit unmarketable, and that such recordings are permissible. Following the recording of the Condominium Map and Declaration creating the Unit, Seller shall procure a legal description of the Unit and deliver to Purchaser, at least five (5) days before Closing, the Commitment in a revised form, reflecting the recorded Map, and Declaration, and reflecting the final legal description of the Unit and other reasonable adjustments to the Commitment (the “Final Commitment”), which Final Commitment Purchaser accepts. The Final Commitment will commit to insure marketable title to the Unit in Purchaser, upon payment of the policy premium by Seller and the satisfaction of certain requirements by Seller, subject to such defect(s) or may terminate this Agreement the standard printed exceptions and the termination procedures exceptions deemed accepted by Purchaser pursuant to this Section above. After the Closing, Seller, at its expense, will cause the Title Company to issue to Purchaser a title insurance policy in Paragraph 23 shall apply. The parties recognize and understand that an ALTA Homeowners/Owners Policy is an optional form of insurance to protect conformance with the Purchaser from covered title issues relating to the PropertyFinal Title Commitment.

Title. Seller A. Purchaser shall furnish Purchaser obtain at its sole cost and expense a current ALTA owner's title commitment for title insurance for the Real Property (the "Title Commitment") issued by the Escrow Agent, together with true and complete copies of all exceptions contained therein and Purchaser shall obtain, at its sole cost and expense, an ALTA Homeowners Policy Survey of the Real Property (the "Survey"). Upon the receipt of the Title Commitment and Survey, Purchaser shall review all such information and shall, prior to the end of the Review Period, furnish a copy of the Title Commitment and Survey to Seller together with a statement as to which exceptions shown on the Title Commitment and matters on the Survey are unacceptable to Purchaser (and copies of all instruments evidencing such) (the "Title Objection(s)"). If Purchaser fails to deliver such notice of Title Insurance (or an ALTA Owner’s Policy of Title Insurance when Objections to Seller prior to the ALTA Homeowners Policy of Title Insurance is not applicable for issuance on the transaction), in the amount end of the Purchase PriceReview Period, from a title company of Purchaser’s choosing. Such title evidence then Purchaser shall be prepared deemed to have found title unacceptable in all respects and issued by . Seller shall pay the state filed title premium for the applicable ALTA Homeowners/Owners Policy that is issued at Closing. Purchaser shall pay all other title premiums and costs, in excess of the applicable ALTA Homeowners/Owners Policy premium, including but not limited to all lender required title insurance premiums and endorsements, the title commitment, and the title search/exam cost. The title commitment this Contract shall be continued to the date of Closing and shall show record title to be marketable in the name of Seller, free and clear from material defects, liens and encumbrances, except (a) those created or assumed deemed terminated by Purchaser, (b) those specifically set forth in this Agreement, (c) those liens and mortgages that will the Deposit shall be released at (or before) Closing and removed from title, (d) rights of tenants specifically disclosed returned to Purchaser in Paragraph 31 or and the Leased Property AddendumSeller and Purchaser shall have no further responsibility to each other provided, (e) zoning ordinances, (f) legal highways, and (g) restrictions and utility easements of record (unless they unreasonably interfere with the location of existing buildingshowever, the present use indemnity contained in Section 3 (A) herein shall survive such termination. B. Within ten (10) business days of receipt of Purchaser's written notice of Title Objections (the Property, or uses which Purchaser has disclosed to “Seller in writing). If the title evidence reveals any other title defect(sElection Date"), Seller shall notify Purchaser in writing of any Title Objections which Seller either refuses to cure or is unable to cure in a manner acceptable to Purchaser. In the absence of such notice from Seller to Purchaser, Seller shall be deemed to have thirty elected to satisfy, correct or cure all Title Objections. C. In the event Seller notifies Purchaser or is deemed to have notified Purchaser on or before the Seller Election Date of its election to refuse to cure or its inability to cure in a manner acceptable to Purchaser all of the Title Objections of which Seller is notified by Purchaser, then Purchaser shall by notice to Seller within five (305) business days after demand by Purchaser to remove the Seller Election Date elect one of the following: 1. To waive such defect(sTitle Objection(s) and Closing to close the transaction in accordance with the terms of this Contract; or 2. To terminate this Contract by notice to Seller given on or before the date which is five (5) business days after the Seller Election Date, and the Deposit shall be delayed accordinglyrefunded to Purchaser and neither party shall have any further liability or obligations to the other hereunder; provided, however, the indemnity contained in Section 3 (A) herein shall survive such termination. If Purchaser fails to deliver such notice to Seller is unable or unwilling within five (5) business days after the Seller Election Date, then Purchaser shall be deemed to remove have found title to the defect(s)Real Property unacceptable in all respects and this Contract shall be deemed terminated by Purchaser, the Deposit shall be returned to Purchaser may accept title subject to such defect(s) or may terminate this Agreement and the termination procedures Seller and Purchaser shall have no further responsibility to each other under this Contract provided, however, the indemnity contained in Paragraph 23 Section 3 (A) herein shall apply. The parties recognize and understand that an ALTA Homeowners/Owners Policy is an optional form of insurance to protect the Purchaser from covered title issues relating to the Propertysurvive such termination.

Title. Each Seller shall furnish Purchaser convey to Buyer by special warranty deed (the “Deed”) each Seller’s respective tenancy-in-common interest in the Property, and Buyer shall accept the fee simple title to the Property in accordance with the terms of this Agreement, and Buyer’s obligation to accept said title shall be conditioned upon Buyer then being conveyed good and clear record and marketable fee simple title to the Property, subject only to the Permitted Exceptions (as hereinafter defined). Buyer shall obtain from LandAmerica Title (the “Title Insurer”) a commitment for an ALTA Homeowners Policy of Commitment For Title Insurance (or for an ALTA Owner’s Policy of Title Insurance when Policy and legible copies of all instruments and plans mentioned therein as exceptions to title (all of such items are hereinafter collectively referred to as the ALTA Homeowners Policy of Title Insurance is not applicable for issuance on the transaction“Commitment”), . The Commitment shall be in the amount of the Purchase Price, from a Price (as defined in Section 2.01 hereof). Should such Commitment contain any title company of Purchaser’s choosing. Such title evidence shall be prepared and issued by . Seller shall pay the state filed title premium for the applicable ALTA Homeowners/Owners Policy that is issued at Closing. Purchaser shall pay all other title premiums and costsexceptions which are not acceptable to Buyer, in excess its sole discretion, Buyer shall, prior to the expiration of the applicable ALTA Homeowners/Owners Policy premiumInspection Period, including but not limited notify Seller if any such exceptions are unacceptable. If Buyer fails to all lender required title insurance premiums and endorsementsso notify Seller of any unacceptable exceptions as described above, the title commitment, and the title search/exam cost. The title commitment shall be continued to the date of Closing and shall show record title to be marketable in the name of Seller, free and clear from material defects, liens and encumbrances, except (a) those created or assumed by Purchaser, (b) those specifically exceptions set forth in this Agreement, (c) those liens and mortgages that will be released at (or before) Closing and removed from title, (d) rights of tenants specifically disclosed to Purchaser in Paragraph 31 or the Leased Property Addendum, (e) zoning ordinances, (f) legal highways, and (g) restrictions and utility easements of record (unless they unreasonably interfere with the location of existing buildings, the present use Schedule B of the Property, or uses which Purchaser has disclosed Commitment shall be deemed accepted by Buyer and included as the “Permitted Exceptions”. If any exceptions are unacceptable to Buyer and Buyer timely notifies Seller in writing). If the title evidence reveals any other title defect(s)writing of such fact as above provided, Seller Seller, in Seller’s sole discretion, shall have thirty (30) days after demand by Purchaser from the date Seller receives notice of such unacceptable exceptions to remove or cure such defect(s) and exceptions, except with respect to the Monetary Liens (as hereinafter defined), which Seller shall remove or cure at Closing with the proceeds from the Purchase Price. Seller shall be delayed accordinglydeemed to have given notice to Buyer that Seller refuses to cure any unacceptable exceptions, which Seller may so do in its sole discretion, unless Seller, within five (5) business days after receipt of notice from Buyer, shall notify Buyer in writing that Seller will attempt to cure such unacceptable exceptions. If Seller fails or refuses to cure said unacceptable exceptions within the time periods above provided, Buyer may (a) terminate this Agreement within ten (10) days after, as applicable, either: (i) the date Seller gives notice, or is unable deemed to have given notice, that Seller refuses to cure such unacceptable exceptions, or unwilling (ii) if Seller attempts to remove cure, the defect(s)outside date by which Seller fails to cure such unacceptable exceptions, Purchaser may and, in either case, the Deposit shall be returned to Buyer; or (b) if Buyer fails to so terminate, Buyer shall be deemed to have waived such exceptions and accept title subject thereto, in which event there shall be no reduction in the Purchase Price. Notwithstanding the foregoing, Seller, at its cost, shall be obligated to such defect(scure or remove by Closing (i) or may terminate this Agreement all mortgages and the termination procedures in Paragraph 23 shall apply. The parties recognize and understand that an ALTA Homeowners/Owners Policy is an optional form deeds of insurance to protect the Purchaser from covered title issues relating to trust against the Property, (ii) all judgment liens, (all federal tax liens, and (iv) any other liens against the Property, which other liens can be cured by the payment of a sum certain not to exceed One Hundred Thousand and 00/100 Dollars ($100,000.00) in the aggregate (collectively, the “Monetary Liens”).

Title. (a) Seller shall furnish agrees to convey to Purchaser a commitment for an ALTA Homeowners Policy of Title Insurance (or an ALTA Owner’s Policy of Title Insurance when the ALTA Homeowners Policy of Title Insurance is not applicable for issuance on the transaction), in the amount of the Purchase Price, from a fee simple title company of Purchaser’s choosing. Such title evidence shall be prepared and issued by . Seller shall pay the state filed title premium for the applicable ALTA Homeowners/Owners Policy that is issued at Closing. Purchaser shall pay all other title premiums and costs, in excess of the applicable ALTA Homeowners/Owners Policy premium, including but not limited to all lender required title insurance premiums and endorsements, the title commitment, and the title search/exam cost. The title commitment shall be continued to the date of Closing and shall show record title to be marketable in Property by the name of SellerDeeds, free and clear from material defectsof all liens, liens and encumbrances, assessments, agreements, options and covenants, except for the encumbrances set forth on Exhibit F attached hereto (a) those created or assumed by Purchaser, the “Permitted Encumbrances”). (b) those specifically Purchaser acknowledges that, prior to the Effective Date, Purchaser has received from First American Title Insurance Company (the “Title Company”) commitments to insure Purchaser’s title to the Property upon the Closing, together with copies of all documents, instruments, surveys and plats as referenced in the commitments (each a “Title Commitment” and, collectively, the “Title Commitments”), which Title Commitments are more particularly identified on Exhibit G attached hereto. Purchaser shall have until July 11, 2011 (the “Title Objection Period”), to deliver to Seller written notice of any objection to matters reflected in the Title Commitments, other than the Permitted Encumbrances (each, a “Title Objection” and collectively, the “Title Objections”). Failure of Purchaser to deliver Title Objections within such time period shall be deemed a waiver by Purchaser of its right to make such Title Objections. A Title Commitment shall be deemed to have been made available to, and received by, Purchaser when it is posted to the online data repository established and maintained by the Title Company for such purpose, provided that Seller or the Title Company provides notice to Purchaser of such posting by email at the email address set forth in Section 22. (c) Upon receipt of the Title Objections, Seller may elect (but shall not be obligated) to cure or cause to be cured any such Title Objection, and Seller shall notify Purchaser in writing whether Seller elects to cure the same by the date that is ten (10) days after receipt of such Title Objections (“Seller’s Response Period”). Failure of Seller to respond in writing within Seller’s Response Period shall be deemed an election by Seller not to cure such Title Objections. Any Title Objection shall be deemed to be cured if (i) Seller causes the Title Company to commit to issue a title insurance policy to Purchaser for the affected Property affirmatively insuring over, or not raising as an exception to the title policy, such Title Objection, or (ii) Seller deletes the affected Property and substitutes additional property for the affected Property in accordance with Section 7. Notwithstanding the foregoing, Seller shall be obligated to cure, on or before the Closing Date, all liens, mortgages or financing statements encumbering the Property and securing a monetary obligation which was created or suffered by Seller or any party claiming by, through or under Seller (other than liens for non-delinquent real estate taxes or assessments) (each, a “Monetary Lien”), provided that Seller shall not be obligated to remove any Monetary Lien encumbering the Reserved Mineral Interests and Rights. (d) If Seller does not elect to cure a Title Objection by written notice to Purchaser within Seller’s Response Period, then Purchaser must elect by delivering written notice to Seller either (i) to waive such Title Objection and proceed to the Closing, accepting title to those portions of the Property that are subject to such uncured Title Objection (which Title Objection shall become a Permitted Encumbrance) without adjustment to the Purchase Price; (ii) to exclude from the Property those portions of the Property that are subject to such uncured Title Objection (a “Title Objection Carveout”) in which event the Purchase Price shall be reduced by the value of the Title Objection Carveout, as determined by reference to a value table to be agreed upon by the parties in their reasonable discretion (the “Value Table”) (provided that any disputes regarding the Value Table or the value of any Title Objection Carveout shall be resolved in accordance with Section 32); or (iii) if the aggregate acreage of all Title Objection Carveouts exceeds twenty percent (20%) of the acreage of the Timberlands, to terminate this Agreement, whereupon Escrow Agent will return the Xxxxxxx Money to Purchaser, and the Parties will have no further rights or obligations hereunder (cexcept as otherwise expressly provided herein). Failure of Purchaser to deliver to Seller such written notice within five (5) those liens and mortgages that will be released at days following Seller’s response (or beforefollowing the expiration of Seller’s Response Period if Seller delivers no such response) Closing shall be deemed an election of clause (i). Notwithstanding the foregoing, each Title Objection Carveout shall contain at least 100 acres (or, to the extent the contiguous portion of the Property affected by such Title Objection is less than 100 acres, the Title Objection Carveout shall be the entire such contiguous affected portion of the Property) and removed from titleshall be an economically feasible and marketable parcel, and Seller shall have the right to reserve reasonable access to such Title Objection Carveout, if such Title Objection Carveout does not otherwise have legal and practical access. (de) rights of tenants specifically In the event any title matter, other than a Permitted Encumbrance, first arises or is first disclosed to Purchaser after the expiration of the Title Objection Period which was not reflected on the Title Commitments, then the following provisions will apply: (i) Purchaser shall notify Seller of such matter in Paragraph 31 writing within two (2) business days of Purchaser’s discovery of such matter (each, a “Title Objection”), and failure by Purchaser to deliver such notice within such time period shall be deemed a waiver of any objection right with respect to such matter, which shall become a Permitted Encumbrance. (ii) If such Title Objection is a Monetary Lien, or if such Title Objection arose solely by reason of an act or omission of Seller in breach of Seller’s obligations under this Agreement, Seller shall be obligated to cure such Title Objection on or before the Leased Closing Date. (iii) If such Title Objection is not described in Section 5(e)(ii), and Seller does not elect to cure such matter by written notice to Purchaser within three (3) business days following Seller’s receipt of Purchaser’s notice under Section 5(e)(i) (“Seller’s Supplemental Response Period”), then Purchaser must elect by delivering written notice to Seller either (i) to waive such Title Objection and proceed to the Closing, accepting title to those portions of the Property Addendumthat are subject to such uncured Title Objection (which Title Objection shall become a Permitted Encumbrance) without adjustment to the Purchase Price; (ii) to exclude from the Property those portions of the Property that are subject to such uncured Title Objection, which excluded portion shall be a Title Objection Carveout, in which event the Purchase Price shall be reduced by the value of the Title Objection Carveout, as determined by reference to the Value Table (eprovided that any disputes regarding the value of any Title Objection Carveout shall be resolved in accordance with Section 32); or (iii) zoning ordinancesif the aggregate acreage of all Title Objection Carveouts exceeds twenty percent (20%) of the acreage of the Timberlands, to terminate this Agreement, whereupon Escrow Agent will return the Xxxxxxx Money to Purchaser, and the Parties will have no further rights or obligations hereunder (except as otherwise expressly provided herein). Failure of Purchaser to deliver to Seller such written notice within three (3) days following Seller’s response (or following the expiration of Seller’s Supplemental Response Period if Seller delivers no such response) shall be deemed an election of clause (i). Notwithstanding the foregoing, each Title Objection Carveout shall contain at least 100 acres (or, to the extent the contiguous portion of the Property affected by such Title Objection is less than 100 acres, the Title Objection Carveout shall be the entire such contiguous affected portion of the Property) and shall be an economically feasible and marketable parcel, and Seller shall have the right to reserve reasonable access to such Title Objection Carveout, if such Title Objection Carveout does not otherwise have legal access. (f) legal highwaysSo long as this Agreement remains in force, and Seller shall not, without the prior written consent of Purchaser, which consent may be withheld in Purchaser’s sole discretion, (gi) restrictions and utility easements of record (unless they unreasonably interfere with the location of existing buildingslease, the present use encumber or convey all or part of the PropertyProperty or any interest therein (provided, however, that Purchaser acknowledges the existence of the Timber Cutting Agreements and the Contracts), or uses which Purchaser has disclosed (ii) enter into any agreement granting to Seller in writing). If any person any right with respect to the title evidence reveals Property or any other title defect(s)portion thereof; provided, however, Seller shall have thirty the right, in the ordinary course of business and without Purchaser’s consent, (301) to enter into license agreements that are terminable without cause on or before the Closing, and (2) to renew the Contracts or to enter into new recreational leases substantially in the form of the existing Contracts, provided that any such renewal or new recreational lease (A) shall be for a term of not more than twelve (12) months, and (B) shall be terminable by the lessor thereunder upon no more than sixty (60) days after demand by Purchaser to remove such defect(s) and Closing shall be delayed accordingly. If Seller is unable or unwilling to remove the defect(s), Purchaser may accept title subject to such defect(s) or may terminate this Agreement and the termination procedures in Paragraph 23 shall apply. The parties recognize and understand that an ALTA Homeowners/Owners Policy is an optional form of insurance to protect the Purchaser from covered title issues relating to the Propertyprior notice.

Title. Seller Within fifteen (15) days after Tenant's exercise of this Option, Tenant shall furnish Purchaser obtain at Tenant's cost, a binder or commitment for an ALTA Homeowners Policy of Title Insurance (or an ALTA Owner’s Policy of Title Insurance when the ALTA Homeowners Policy of Title Insurance is not applicable for issuance on the transaction), in the amount of the Purchase Price, from a title company of Purchaser’s choosing. Such title evidence shall be prepared and issued by . Seller shall pay the state filed title premium for the applicable ALTA Homeowners/Owners Policy that is issued at Closing. Purchaser shall pay all other title premiums and costs, in excess of the applicable ALTA Homeowners/Owners Policy premium, including but not limited to all lender required reputable title insurance premiums and endorsementscompany for a fee title insurance policy in favor of Tenant, the title commitment, and the title search/exam cost. The title which commitment shall be continued in the standard form customarily used by such title insurance company, shall be in the face amount equal to the date of Closing purchase price, and shall show record contain no exceptions other than exceptions to Landlord's title existing on the Commencement Date or created by Tenant's sets or failure to be marketable perform its obligations under this Lease. Landlord shall provide affidavits and assurances required by the title insurance company for deleting the mechanics' lien and parties in possession exceptions. Tenant shall have ten (10) days after receipt of the name of Sellertitle insurance commitment in which to examine the same and to notify Landlord that title is or is not acceptable, free and clear from material defectsif not acceptable, liens to describe the title defects and encumbrances, except (a) those created or assumed by Purchaser, (b) those specifically set forth in this Agreement, (c) those liens and mortgages that will be released at (or before) Closing and removed from title, (d) rights of tenants specifically disclosed to Purchaser in Paragraph 31 or the Leased Property Addendum, (e) zoning ordinances, (f) legal highways, and (g) restrictions and utility easements of record (unless they unreasonably interfere with the location of existing buildings, the present use of the Property, or uses which Purchaser has disclosed to Seller in writing). If the title evidence reveals any other to the Premises is acceptable, closing shall take place as provided herein. If the title defect(s)is not acceptable, Seller Landlord shall have thirty a period of time not to exceed sixty (3060) days after demand by Purchaser to remove such defect(s) and Closing shall be delayed accordingly. If Seller is unable or unwilling from the delivery of the notice in which to remove the defect(s)title defects and encumbrances, Purchaser and Landlord shall in good faith exercise all reasonable diligence and efforts to do so, except that Landlord shall not be obligated to prosecute a quiet title action, or institute any type of legal proceedings, or any defects caused by Tenant. Tenant may accept waive any title subject defects and encumbrances not removed within the sixty-day period. When all unwaived title defects and encumbrances have been removed or cured, and Landlord has given Tenant proof thereof within the time specified above or extended, closing shall take place within ten (10) days thereafter. If Landlord does not remove the unwaived title defects and encumbrances after the exercise of all reasonable diligence and efforts to such defect(sdo so within the time specified above or extended, Landlord shall notify Tenant in writing, stating the reasons therefor, and within ten (10) days thereafter Tenant either shall, (1) waive the title defects and encumbrances and proceed with closing or may (2) withdraw from the transaction, release Landlord and terminate this Agreement and the termination procedures in Paragraph 23 shall apply. The obligations of the parties recognize and understand that an ALTA Homeowners/Owners Policy is an optional form of insurance to protect the Purchaser from covered title issues relating to the Propertyhereunder.

Title. Seller shall furnish Purchaser a commitment for an ALTA Homeowners Policy of Title Insurance During the Inspection Period (or an ALTA Owner’s Policy of Title Insurance when but as soon as is practicable after the ALTA Homeowners Policy of Title Insurance is not applicable for issuance on the transactionEffective Date), the Title Company shall procure a title insurance commitment in the amount of the Purchase Price, from a title company of Purchaser’s choosing. Such title evidence shall be prepared and Price covering the Property issued by . Seller shall pay the state filed title premium for Title Company (the applicable ALTA Homeowners/Owners Policy that is issued at Closing“Title Commitment”) and furnish a copy thereof to Purchaser. Purchaser shall pay all other title premiums and costs, in excess of the applicable ALTA Homeowners/Owners Policy premium, including but not limited to all lender required title insurance premiums and endorsements, the title commitment, and the title search/exam cost. The title commitment shall be continued to have until the date of Closing and shall show record title to be marketable in the name of Seller, free and clear from material defects, liens and encumbrances, except (a) those created or assumed by Purchaser, (b) those specifically set forth in this Agreement, (c) those liens and mortgages that will be released at (or before) Closing and removed from title, (d) rights of tenants specifically disclosed to Purchaser in Paragraph 31 or the Leased Property Addendum, (e) zoning ordinances, (f) legal highways, and (g) restrictions and utility easements of record (unless they unreasonably interfere with the location of existing buildings, the present use of the Property, or uses which Purchaser has disclosed to Seller in writing). If the title evidence reveals any other title defect(s), Seller shall have is thirty (30) days after demand the Effective Date to object to any matters shown on the Title Commitment or Survey by written notice to Seller (“Title Objection Notice”). Purchaser may also object to remove any new matters thereafter revealed by a title update by subsequent Title Objection Notice to Seller. Within five (5) days after receipt of Purchaser’s Title Objection Notice, Seller shall either (i) deliver written notice to Purchaser of any title or Survey objections which Seller elects not to cure, or (ii) cure or satisfy such defect(sobjections (or commence to cure or satisfy such objections as long as Seller reasonably believes such objections may be cured or satisfied at least two (2) and Closing business days prior to Closing). In the event that Seller does not deliver written notice to Purchaser of any title or Survey objections which Seller elects not to cure within such five (5) day period, Seller shall be delayed accordinglydeemed to have elected to not cure all such objections. If Within five (5) days after receipt of Seller’s written notification that Seller is unable elects not to cure a title or unwilling to remove the defect(s)Survey objection, Purchaser may accept title subject to such defect(s) or may terminate this Agreement and receive a full refund of the termination procedures Xxxxxxx Money by delivering written notice thereof to Seller. If Purchaser does not so terminate this Agreement, then any such title or Survey objection which Seller elects not to cure shall be deemed waived by Purchaser and shall be an additional Permitted Exception. If any objection which Seller elects to cure is not satisfied by Seller at least two (2) business days before the scheduled date of Closing, Purchaser shall have the right to terminate this Agreement, in Paragraph 23 which case the Xxxxxxx Money shall applybe returned to Purchaser and neither party shall have any further rights, obligations or duties under this Agreement. The parties recognize If Seller does cure or satisfy the objections at least two (2) business days prior to Closing, then this Agreement shall continue in effect. Any exception to or defect in title which Purchaser shall elect to waive, or which is otherwise acceptable to Purchaser, shall be deemed an additional Permitted Exception to title at Closing. Seller covenants and understand that an ALTA Homeowners/Owners Policy is an optional form of insurance agrees not to protect the Purchaser from covered alter or encumber in any way Seller’s title issues relating to the PropertyProperty after the date hereof. Notwithstanding anything in this Agreement to the contrary, Seller shall cause any mortgage, judgment or other lien created by, through or under Seller for a liquidated sum encumbering the Property to be released at or before Closing.

Title. At Closing, Seller shall furnish convey, transfer, grant and set over to Purchaser a commitment for an ALTA Homeowners Policy of Title Insurance (or an ALTA Owner’s Policy of Title Insurance when the ALTA Homeowners Policy of Title Insurance is not applicable for issuance on the transaction)insurable, in the amount of the Purchase Pricemarketable, from a title company of Purchaser’s choosing. Such title evidence shall be prepared and issued by . Seller shall pay the state filed title premium for the applicable ALTA Homeowners/Owners Policy that is issued at Closing. Purchaser shall pay all other title premiums and costs, in excess of the applicable ALTA Homeowners/Owners Policy premium, including but not limited to all lender required title insurance premiums and endorsements, the title commitmentgood, and the indefeasible fee simple title search/exam cost. The title commitment shall be continued to the date of Closing and shall show record title to be marketable in the name of SellerProperty, free and clear from material defectsof all monetary liens, mortgages, leases (except for the existing leases for tenants of the Property), and other monetary encumbrances whatsoever except only those encumbrances and exceptions set forth on Exhibit “B” attached hereto and incorporated herein by reference, and those encumbrances and exceptions approved in writing (or deemed approved hereunder) by Purchaser prior to Closing (“Permitted Title Exceptions”). In all events, such title shall be insurable by a nationally reputable Title Insurance Company on its standard form of ALTA Form B owner’s policy at its standard rate with exception only to the Permitted Title Exceptions and with all standard exceptions being removed or deleted. If Purchaser’s examination of title discloses any defects in title, then Purchaser shall notify Seller, no later than fifteen (15) days prior to Closing, of such defects or objections (“Purchaser’s Objection Notice”), Seller, within five (5) days of receipt of Purchaser’s Objection Notice, shall notify Purchaser in writing (“Seller’s Cure Notice”) of any matters in Purchaser’s Objection Notice which Seller elects to cure; provided, however, that, anything to the contrary herein notwithstanding, Seller shall not be required to cure any liens or encumbrances identified in Purchaser’s Objection Notice. In the event Seller informs Purchaser in Seller’s Cure Notice that Seller is unable to cure or unwilling to cure any objections raised in Purchaser’s Objection Notice (or in the event Seller does not timely provide Seller’s Cure Notice), Purchaser shall be entitled to, either (i) terminate this Agreement upon written notice to Seller delivered no later than two (2) business days prior to Closing, and encumbrancesreceive the return of the Deposit, except or (ii) to waive such objection and proceed to close the transaction contemplated by this Agreement, In the event Purchaser fails to make such election within five (5) days after the latter of (x) Purchaser’s receipt of Seller’s Cure Notice or (y) the date by which Seller’s Cure Notice was required to be delivered, Purchaser shall be deemed to have selected (ii) above. Purchaser shall have the right to re-examine title to the Property up to and including the Closing Date and raise any additional objections not appearing of public record prior to Purchaser’s submission of Purchaser’s Objection Notice. If Seller shall not correct or remove the defects or objections which Seller has agreed to cure by Closing or should Purchaser learn of any other defects or objections to Seller’s title not permitted by the terms hereof after the date of the initial title examination by Purchaser, then Purchaser, in Purchaser’s sole discretion or judgment, may: (a) those created or assumed by accept the Property with such defects, provided Purchaser, may satisfy and discharge any lien, mortgage, or other security interest encumbering the Property, and deduct such payment therefor from the Purchase Price; or (b) those specifically set forth in this Agreement, (c) those liens and mortgages that will be released at (or before) Closing and removed from title, (d) rights of tenants specifically disclosed elect to Purchaser in Paragraph 31 or the Leased Property Addendum, (e) zoning ordinances, (f) legal highways, and (g) restrictions and utility easements of record (unless they unreasonably interfere with the location of existing buildings, the present use of the Property, or uses which Purchaser has disclosed to Seller in writing). If the title evidence reveals any other title defect(s), Seller shall have thirty (30) days after demand by Purchaser to remove such defect(s) and Closing shall be delayed accordingly. If Seller is unable or unwilling to remove the defect(s), Purchaser may accept title subject to such defect(s) or may terminate this Agreement by notice to Seller, in which event the Deposit shall be returned to Purchaser and the termination procedures in thereupon Purchaser shall have Purchaser’s rights and remedies under Paragraph 23 shall apply9 hereof. The parties recognize and understand that an ALTA Homeowners/Owners Policy is an optional form of insurance to protect the If Purchaser from covered title issues relating does not make its election as to the Propertyforegoing by the then established closing date, then Purchaser shall be deemed to have elected option (a) and shall promptly close on this Agreement.

Title. At Closing, Seller shall furnish convey the Property to Purchaser subject only to the matters shown on Exhibit "B" attached hereto and by this reference made a commitment for an ALTA Homeowners Policy of Title Insurance part hereof and any other title matters waived by Purchaser as provided in this Paragraph (or an ALTA Owner’s Policy of Title Insurance when the ALTA Homeowners Policy of Title Insurance is not applicable for issuance on the transaction"PERMITTED EXCEPTIONS"), in the amount of the Purchase Price, from a title company of Purchaser’s choosing. Such title evidence shall be prepared and issued by . Seller shall pay the state filed title premium for the applicable ALTA Homeowners/Owners Policy that is issued at Closing. Purchaser shall pay all have until the thirtieth (30th) day after the Effective Date hereof to examine title to the Property and to give written notice to Seller of any objections which Purchaser may have, other than the Permitted Exceptions. if Purchaser fails to give notice to Seller by such date, Purchaser shall be deemed to have waived its right to object to such other title premiums and costs, in excess exceptions or defects. If Purchaser gives timely notice to Seller of objection to any title exceptions or defend other than the applicable ALTA Homeowners/Owners Policy premium, including Permitted Exceptions: Seller shall have the right but not limited the obligation, until Closing to cure or satisfy all lender required title insurance premiums and endorsements, the title commitment, and the title search/exam cost. The title commitment shall be continued to the date valid objections of Closing and shall show record title to be marketable in the name of Seller, free and clear from material defects, liens and encumbrances, except (a) those created or assumed which it was timely notified by Purchaser, (b) those specifically set forth and in this Agreementaddition, (c) those liens and mortgages that will be released at (or before) Closing and removed from title, (d) rights of tenants specifically disclosed upon notice to Purchaser in Paragraph 31 or the Leased Property Addendum, (e) zoning ordinances, (f) legal highways, and (g) restrictions and utility easements of record (unless they unreasonably interfere with the location of existing buildings, the present use of the Property, or uses which Purchaser has disclosed to Seller in writing). If the title evidence reveals any other title defect(s), Seller shall have may postpone the Closing by thirty (30) days after demand by Purchaser to remove in order that such defect(s) and Closing shall objections might be delayed accordinglycured. If any material title objection, of which Seller was timely notified, is unable or unwilling not so satisfied by Seller by the date of Closing, then Purchaser shall have the right to remove the defect(s), Purchaser may accept title subject to such defect(s) or may terminate this Agreement by written notice to Seller, in which event Escrow Agent shall pay Seller ONE HUNDRED DOLLARS ($100.00) of the Earnxxx Xxxey as consideration for Seller's having removed the the market and shall refund the balance of the Earnxxx Xxxey to Purchaser, whereupon this Agreement shall and the termination procedures parties hereto shall have no further rights or obligations hereunder except for any right or obligation under any Paragraph hereof which by its term survives any hereof If Seller does so cure or satisfy the objection, then this Agreement shall continue in Paragraph 23 effect. Purchaser shall applyhave the right at any time to waive any objections that it may have made and thereby to preserve this Agreement in effect. The parties recognize and understand that an ALTA Homeowners/Owners Policy For purposes of this Agreement a "material title objection" is an optional form of insurance one which materially impairs Purchasees ability to protect utilize the Purchaser from covered title issues relating to the PropertyProperty for Purchaser's intended purposes.

Title. Seller (a) Immediately following the execution of this Agreement by both parties, Purchaser shall furnish cause Escrow Agent to issue to Purchaser (with a commitment copy to Seller) a preliminary report for a CLTA Owner's Policy for the Property, setting forth all liens, encumbrances, easements, restrictions, conditions, and other record matters affecting Seller's title to the Property (the "Preliminary Report"), together with copies of all documents relating to title exceptions referred to in the Preliminary Report. Purchaser shall have the right, prior to the expiration of the Feasibility Period, to obtain an ALTA Homeowners survey, at its own expense, sufficient for the issuance of an ALTA Owner's Extended Coverage Policy of Title Insurance Insurance. (b) Purchaser shall approve or an ALTA Owner’s Policy of Title Insurance when the ALTA Homeowners Policy of Title Insurance is not applicable for issuance disapprove each exception shown on the transactionPreliminary Report and in any ALTA supplement issued in connection therewith (each an "Exception") by the date which is the later to occur of (i) the expiration of the Feasibility Period or (ii) five (5) days following the receipt of each of the Preliminary Report, the underlying exceptions, and any ALTA supplement to the Preliminary Report, as the case may be. Any Exception not so timely disapproved shall be deemed an "Approved Exception." (c) If any Exception is disapproved (each a "Disapproved Exception") Seller shall have the option either to notify Purchaser (i) that Seller will attempt to remove or cure such Disapproved Exception prior to the Closing Date or (ii) that Seller will take no action whatsoever; provided, however, Seller's failure to notify Purchaser of Seller's election of any of its foregoing options within five (5) business days after Seller's receipt of Purchaser's notice of a Disapproved Exception shall be deemed Seller's election of option (ii). In the event that Seller elects or is deemed to have selected option (ii) then Purchaser shall, within five (5) days after Purchaser's receipt or deemed receipt of Seller's election, either elect to waive such Disapproved Exception and proceed to the Close of Escrow without offset or deduction or to terminate this Agreement, in the amount of the Purchase Price, from a title company of Purchaser’s choosing. Such title evidence shall be prepared and issued by . Seller shall pay the state filed title premium for the applicable ALTA Homeowners/Owners Policy that is issued at Closing. which latter event Purchaser shall pay all other title premiums reasonable charges to the Escrow Agent in connection with this transaction and costsall the funds and documents deposited with Escrow Agent shall be promptly refunded or returned, in excess as the case may be by Escrow Agent to the depositing party. Purchaser's failure to so timely notify Seller of Purchaser's election will be deemed Purchaser's election to waive the applicable ALTA Homeowners/Owners Policy premiumDisapproved Exception. In the event Seller elects option (i) Seller shall, including but not limited prior to all lender required title insurance premiums and endorsementsthe Closing Date, use its good faith reasonable efforts to cause each Disapproved Exception to be discharged, satisfied, released, or terminated, as the title commitmentcase may be, of record, and in a form that is reasonably satisfactory to Purchaser and Escrow Agent, all at Seller's sole cost and expense. Seller shall have no liability if despite the title search/exam cost. The title commitment use of its good faith reasonable efforts, it cannot cure the Disapproved Exception and Purchaser shall be continued again have the option to the date of Closing either terminate this Agreement or waive such Disapproved Exception and shall show record title proceed to be marketable in the name of Seller, free and clear from material defects, liens and encumbrances, except (a) those created closing without offset or assumed by Purchaser, (b) those specifically set forth in this Agreement, (c) those liens and mortgages that will be released at (or before) Closing and removed from title, deduction. (d) rights of tenants specifically disclosed Notwithstanding anything contained in this Agreement to Purchaser in Paragraph 31 or the Leased Property Addendumcontrary, (e) zoning ordinances, (f) legal highways, and (g) restrictions and utility easements of record (unless they unreasonably interfere with the location of existing buildings, the present use of it is agreed that any monetary encumbrance affecting title to the Property, or uses which Purchaser has disclosed other than a lien for current real property taxes and assessments not then delinquent, shall be discharged by Seller on the Closing Date and need not be formally disapproved by Purchaser. Seller hereby authorizes Escrow Agent to disburse from the cash portion of the Acquisition Value and proceeds otherwise disbursable to Seller in writing). If upon the title evidence reveals Close of Escrow the sum sufficient to discharge any other title defect(s), Seller shall have thirty (30) days after demand monetary encumbrances that may be discharged only by Purchaser to remove such defect(s) and Closing shall be delayed accordingly. If Seller is unable or unwilling to remove the defect(s), Purchaser may accept title subject to such defect(s) or may terminate this Agreement and the termination procedures in Paragraph 23 shall apply. The parties recognize and understand that an ALTA Homeowners/Owners Policy is an optional form payment of insurance to protect the Purchaser from covered title issues relating to the Propertymoney.

Title. At Closing, Seller shall furnish convey good, marketable, and insurable fee simple title to the Property to Purchaser by limited warranty deed, which shall be made subject only to the matters set forth below and matters approved or waived by Purchaser as provided below. The Property shall not be subject to any (a) mortgage, deed to secure debt, deed of trust, or other title exception or defect that is monetary in nature, and Seller hereby agrees to pay and satisfy of record any such title defects or exceptions prior to or at Closing at Seller’s expense; or (b) any leases, rental agreements, or other rights of occupancy of any kind, whether written or oral. As to any other title exceptions or defects not covered by this Paragraph, such as easements or defective prior deeds, and as to matters of survey, Purchaser shall have until ten (10) days prior to Closing by which to examine title to the Property and deliver notice to Seller in writing of any objections that Purchaser may have. If Purchaser does notify Seller, Seller shall then have the right, but not the obligation, for a commitment for an ALTA Homeowners Policy period of Title Insurance ten (10) days after receipt of such notice, to cure or an ALTA Owner’s Policy of Title Insurance when satisfy such objections. If the ALTA Homeowners Policy of Title Insurance objection is not applicable for issuance on so satisfied by Seller, Purchaser shall have the transaction)right (i) to set aside funds or pay from the proceeds of sale due Seller the amount necessary to cure or satisfy any objection or (ii) to terminate this Agreement, in the amount of the Purchase Price, from a title company of Purchaser’s choosing. Such title evidence which case any Xxxxxxx Money attributable to this Agreement under Paragraph 6 (Xxxxxxx Money) and 8 (Closing and Options) shall be prepared returned to Purchaser, this Agreement shall terminate, and issued by the parties shall be relieved of any further obligations hereunder. If Seller does so cure or satisfy the objection, this Agreement shall pay the state filed title premium for the applicable ALTA Homeowners/Owners Policy that is issued at Closingcontinue in effect. Purchaser shall pay all other title premiums and costs, in excess of have the applicable ALTA Homeowners/Owners Policy premium, including but not limited right at any time to all lender required title insurance premiums and endorsements, the title commitment, and the title search/exam cost. The title commitment shall be continued to the date of Closing and shall show record title to be marketable in the name of Seller, free and clear from material defects, liens and encumbrances, except (a) those created or assumed by Purchaser, (b) those specifically set forth in this Agreement, (c) those liens and mortgages waive any objections that will be released at (or before) Closing and removed from title, (d) rights of tenants specifically disclosed to Purchaser in Paragraph 31 or the Leased Property Addendum, (e) zoning ordinances, (f) legal highways, and (g) restrictions and utility easements of record (unless they unreasonably interfere with the location of existing buildings, the present use of the Property, or uses which Purchaser has disclosed to Seller in writing). If the title evidence reveals any other title defect(s), Seller shall it may have thirty (30) days after demand by Purchaser to remove such defect(s) and Closing shall be delayed accordingly. If Seller is unable or unwilling to remove the defect(s), Purchaser may accept title subject to such defect(s) or may terminate this Agreement and the termination procedures in Paragraph 23 shall apply. The parties recognize and understand that an ALTA Homeowners/Owners Policy is an optional form of insurance to protect the Purchaser from covered title issues relating to the Propertyhad.

Title. At Closing, GTP shall convey to the Project LLC by quitclaim deed fee simple title in and to the Property, subject to the Permitted Title Exceptions. Within ten (10) Business Days after the Contract Date, Buyer shall obtain and deliver to Seller shall furnish Purchaser a an owner’s title insurance commitment for an ALTA Homeowners Policy of (1992) Owner’s Title Insurance Policy for the benefit of the Project LLC, together with legible copies of all documents referenced therein. If said title insurance commitment or the Survey (as defined below) shows any title exception or an ALTA Ownersurvey matter (“Buyer’s Policy of Title Insurance when the ALTA Homeowners Policy of Title Insurance Objection”) that is not applicable for issuance on a Permitted Title Exception and that is objectionable to Buyer, within ten (10) days after receipt of the transactiontitle commitment (together with copies of all documents referred to therein) and the Survey (defined in Section 602), in Buyer shall give written notice (“Buyer’s Title Objection Notice”) thereof to GTP, and GTP shall have the amount of the Purchase Priceright, from a title company of Purchaserbut no obligation (except as expressly set forth below), to cause Buyer’s choosing. Such title evidence shall Title Objection to be prepared and issued by . Seller shall pay the state filed title premium for the applicable ALTA Homeowners/Owners Policy that is issued cured or satisfied before or at Closing. Purchaser Within ten (10) days after GTP’s receipt of Buyer’s Title Objection Notice, GTP shall pay all other title premiums respond in writing (“GTP’s Title Objection Response”) to Buyer’s Title Objection and costsshall notify Buyer whether GTP elects to cure Buyer’s Title Objection. If GTP fails to respond timely to Buyer’s Title Objection, in excess of the applicable ALTA Homeowners/Owners Policy premium, including but not limited to all lender required title insurance premiums and endorsements, the title commitment, and the title search/exam cost. The title commitment GTP shall be continued deemed to have elected not to cure Buyer’s Title Objection. If GTP notifies Buyer that GTP will cure Buyer’s Title Objection, GTP shall be obligated to do so before or at Closing; and if GTP thereafter fails to cure Buyer’s Title Objection before or at Closing, Buyer shall have the date of Closing and shall show record title to be marketable in the name of Seller, free and clear from material defects, liens and encumbrances, except right either (a) those created to proceed with Closing and deduct from the Purchase Price the reasonable costs reasonably incurred by Buyer to cure Buyer’s Title Objection, or assumed by Purchaser, (b) those specifically set forth in this Agreement, (c) those liens and mortgages that will be released at (or before) Closing and removed from title, (d) rights of tenants specifically disclosed to Purchaser in Paragraph 31 or the Leased Property Addendum, (e) zoning ordinances, (f) legal highways, and (g) restrictions and utility easements of record (unless they unreasonably interfere with the location of existing buildings, the present use receive a return of the PropertyExxxxxx Money. Following Buyer’s receipt of the Exxxxxx Money, this Agreement shall terminate and be of no further force or effect, except for the Continuing Obligations. If GTP notifies Buyer that GTP does not intend to cure Buyer’s Title Objection, or uses which Purchaser has disclosed if GTP is deemed to Seller in writing). If have elected not to cure Buyer’s Title Objection, then, at the title evidence reveals any other title defect(s)option of Buyer, Seller evidenced by written notice to GTP and Escrow Agent, Buyer shall have thirty the right to elect (30a) days after demand by Purchaser to remove such defect(s) and Closing shall be delayed accordingly. If Seller is unable or unwilling to remove the defect(s), Purchaser may accept title subject to such defect(s) or may terminate this Agreement and to receive a refund of the termination procedures Exxxxxx Money; or (b) to close the purchase, regardless of Buyer’s Title Objection, thereby waiving Buyer’s Title Objection. If GTP cures or satisfies Buyer’s Title Objection before or at Closing, then this Agreement shall remain in Paragraph 23 shall apply. The parties recognize full force and understand that an ALTA Homeowners/Owners Policy is an optional form of insurance to protect the Purchaser from covered title issues relating to the Propertyeffect.

Title. (A) Seller agrees to convey good, marketable and insurable fee simple title to the Land to Purchaser on the Closing Date, subject only to the Permitted Exceptions (as defined below). (B) Purchaser shall obtain a title commitment (the "Title Commitment") for the Property from Chicago Title Insurance Company, National Business Unit, 000 Xxxxx Xxxxx Xxxxxx, Chicago, Illinois 60601 (the “Title Company”) within ten (10) days after the Effective Date and shall promptly (and in any case by the end of the hereafter defined Title Review Period) provide to Seller a copy of the Title Commitment together with copies of all matters shown as exceptions therein. Purchaser will have until the date that is fifteen (15) business days following its receipt of both the Title Commitment and the Survey (as hereinafter defined) (the “Title Review Period”), to review same and to object to any title or survey matters or to request endorsements, including, but not limited to, the endorsements described on Exhibit “P” (the “Required Endorsements”). If Purchaser shall have any objections to the Title Commitment or Survey, Purchaser shall notify Seller in writing prior to the end of the Title Review Period and each such item will be referred to as a "Title Objection." Seller shall furnish respond to Purchaser's Title Objections within five (5) days after receipt of same and indicate which Title Objections it will cure and which Title Objections it will not cure (any Title Objection(s) which Seller does not elect in writing to cure shall be deemed a “Permitted Exception” accepted by Purchaser, if Purchaser a commitment does not terminate this Agreement on or before the end of the Study Period in accordance with the provisions of Section 4(D) hereinabove). Failure by Seller to respond to Purchaser's notice with regard to any Title Objection(s) raised therein shall be deemed election by Seller not to cure any matter(s) for which no response is given. Subject only to the further provisions hereof regarding Monetary Liens, Seller has no obligation to cure any Title Objection(s), but if Seller elects to endeavor to cure any Title Objection(s) raised by Purchaser, Seller shall exercise commercially reasonable efforts to eliminate all such Title Objection(s) it so agrees to attempt to cure prior to Closing. Notwithstanding the foregoing, Seller shall have the absolute obligation to discharge of record prior to or at Closing, by payment, bonding or otherwise, all monetary judgments, violations, liens and mortgages which can be discharged by the payment of money or bonding (collectively, "Monetary Liens"); provided, however, that Seller’s aggregate monetary liability for any and all such judgment liens or violations (other than those caused by the voluntary acts of Seller), shall be limited to an ALTA Homeowners Policy aggregate maximum amount of $100,000.00 less any amount actually expended by Seller at or before closing in removal of Monetary Liens (except mortgages). In all events, except as otherwise expressly provided herein to the contrary, the Deposit and Purchaser's obligation to close shall be subject to Seller's ability to (i) satisfy those Title Insurance Objection(s) which Seller elects in writing to cure and (or an ALTA Owner’s Policy ii) to pay and discharge all Monetary Liens against the Property. In the event that Seller fails to cure all Title Objections it agrees to cure and remove all Monetary Liens prior to Closing, as provided above, Purchaser shall have the right to either: (a) notify Seller that it accepts title subject to the uncured Title Objections (which shall then become "Permitted Exceptions" hereunder) and/or Monetary Liens and proceed to close without reduction of Title Insurance when the ALTA Homeowners Policy of Title Insurance is not applicable for issuance Purchase Price on the transaction)transaction notwithstanding the existence of the Title Objections and/or Monetary Liens and, in the case of Monetary Liens only, receive a credit in the amount of all Monetary Liens that have not been removed (provided that such credit for Monetary Liens (except mortgages) may never exceed $100,000.00 less any amount actually expended by Seller at or before closing in removal of Monetary Liens [except Mortgages]); or (b) terminate this Agreement by notice to Seller and Escrow Agent, in which event the Purchase PriceDeposit and all interest earned thereon (except for the Option Fee, from a title company of Purchaser’s choosing. Such title evidence which shall be prepared paid to Seller) shall be returned to Purchaser by Escrow Agent and issued by . Seller this Agreement shall pay the state filed title premium for the applicable ALTA Homeowners/Owners Policy that is issued at Closing. Purchaser shall pay all other title premiums be null and costs, in excess of the applicable ALTA Homeowners/Owners Policy premium, including but not limited to all lender required title insurance premiums and endorsements, the title commitment, void (and the title search/exam cost. The title commitment parties shall be continued released of and from all further obligations each to the other under this Agreement), except as may be otherwise provided herein. (C) In the event any matter arises subsequent to the effective date in the Title Commitment or is not disclosed in the Title Commitment, or any new survey matter arises subsequent to the date of Closing the initial draft of the Survey, Purchaser shall have ten (10) days after receipt of such matter to review same and notify Seller in writing of any objection to same. Any such matter to which Purchaser timely objects, shall show record title become part of the Title Objections. Seller shall use reasonable good faith efforts to cause any such additional Title Objections to be marketable in cured prior to Closing, failing which Purchaser shall have the name option of: (i) accepting such additional matter as a Permitted Exception and closing hereunder without adjustment of Seller, free and clear from material defects, liens and encumbrances, the Purchase Price (except (a) those created or assumed by Purchaser, (b) those specifically that Purchaser shall have the same rights set forth in subsection (B) above with regard to Monetary Liens); or (ii) terminating this Agreement by written notice to Seller and Escrow Agent, in which case the Deposit, together with the interest earned thereon, shall be returned to Purchaser by Escrow Agent (except for the Option Fee, which shall be paid to Seller at such time as consideration for the rights afforded Purchaser under this Agreement), and Purchaser and Seller shall each be relieved of all obligations under this Agreement, except for those expressly stated to survive termination. (cD) those liens and mortgages Any matters reflected in the Title Commitment or Survey to which Purchaser does not timely object or that will Purchaser agrees to accept in accordance with this Section 9 shall be released at (deemed a "Permitted Exception" or before) Closing and removed from title, (d) rights of tenants specifically disclosed to Purchaser in Paragraph 31 or the Leased Property Addendum, (e) zoning ordinances, (f) legal highwayscollectively “Permitted Exceptions”, and (g) restrictions and utility easements of record (unless they unreasonably interfere with the location of existing buildings, Permitted Exceptions likewise shall include the present use of the Property, or uses which Purchaser has disclosed to Seller in writing). If the title evidence reveals any other title defect(s), Seller shall have thirty (30) days after demand Supplemental REA contemplated by Purchaser to remove such defect(s) and Closing shall be delayed accordingly. If Seller is unable or unwilling to remove the defect(s), Purchaser may accept title subject to such defect(s) or may terminate this Agreement and the termination procedures in Paragraph 23 shall apply. The parties recognize and understand that an ALTA Homeowners/Owners Policy is an optional form of insurance to protect the Purchaser from covered title issues relating to the PropertyAgreement.

Title. Seller shall furnish Purchaser a (i) title insurance commitment for an ALTA Homeowners Policy of issued by Sxxxxxxxxx Mxxxxxx Pxxxxxx Rxxxxxxx Title Insurance (or an ALTA OwnerAgency, Inc., at Seller/Lessee’s Policy of Title Insurance when option, insuring Purchaser/Lessor’s title to the ALTA Homeowners Policy of Title Insurance is not applicable for issuance on the transaction), Premises in the amount of the Purchase Price, from a title company of Purchaser’s choosing. Such title evidence shall be prepared and issued by . Seller shall pay the state filed title premium Price (“Title Commitment”); (ii) complete tax search for the applicable ALTA HomeownersPremises dated after the date of this Agreement (“Tax Search”); (iii) legible recorded copies of all encumbrances for the Premises (“Recorded Documents”); (iv) current survey for the Premises (“Survey”), and (v) State and County UCC searches for the Seller/Owners Policy that is issued at Closing. Purchaser shall pay all other title premiums Lessee and costs, in excess previous owners of the applicable ALTA Homeowners/Owners Policy premium, including but not limited to all lender required title insurance premiums and endorsements, Premises for the title commitment, and the title search/exam cost. The title commitment shall be continued 5 years prior to the date of this Agreement (“UCC Search”) ( , Title Commitment, Tax Search, , Survey and UCC Searches are collectively referred to as the “Title Documents”). Purchaser/Lessor may, in its sole and absolute discretion, disapprove any title exceptions or survey matters set forth on the Title Documents excepting existing liens which will be paid at the Closing and shall show record notify Seller/Lessee of any such disapproved title to be marketable in the name of Seller, free and clear from material defects, liens and encumbrances, except exceptions (a) those created or assumed by Purchaser, (b) those specifically set forth in this Agreement, (c) those liens and mortgages that will be released at (or before) Closing and removed from title, (d) rights of tenants specifically disclosed to Purchaser in Paragraph 31 or the Leased Property Addendum, (e) zoning ordinances, (f) legal highways, and (g) restrictions and utility easements of record (unless they unreasonably interfere with the location of existing buildings, the present use of the Property, or uses which Purchaser has disclosed to Seller in writing“Disapproved Encumbrances”). If within 10 days after receipt of notice of the Disapproved Encumbrances, Seller/Lessee fails to cure, cause the removal of, or obtain title evidence reveals any other title defect(sinsurance (at Seller/Lessee’s sole cost and expense) against the Disapproved Encumbrances, then Purchaser/Lessor will have the option to either (i) waive the Disapproved Encumbrances and proceed to Closing (as hereinafter defined), Seller shall have thirty or (30ii) days after demand by Purchaser to remove such defect(s) and Closing shall be delayed accordingly. If Seller is unable or unwilling to remove the defect(s), Purchaser may accept title subject to such defect(s) or may terminate this Agreement by notice to Seller/Lessee in which event the Deposit with interest accrued thereon and the termination procedures in Paragraph 23 shall apply. The out of pocket expenses to third parties recognize and understand that an ALTA Homeowners/Owners Policy is an optional form of insurance to protect the Purchaser from covered title issues relating will be immediately refunded to the Property.Purchaser/Lessor. Purchaser/Lessor agrees to execute and return to Seller/Lessee and Title Company, within 4 business days of request by Seller/Lessee, a joint instructions to the Title Company for payment of the amounts set forth above, entitled to be paid to the Seller/Lessee; and

Title. (a) Purchaser shall have the right to object in writing to any liens and encumbrances reflected by the Title Commitment or Survey. All liens and encumbrances to which Purchaser so objects are hereinafter referred to as the "Non-Permitted Encumbrances." Such written notice of Purchaser's objections to Non-Permitted Encumbrances (the "Title Objection Notice") shall be provided to Seller prior to Closing after the receipt by Purchaser of the last of the Title Commitment and Survey, original, updated, or new, as the case may be (the "Title Objection Date"). If no such Title Objection Notice is given by the Title Objection Date, then it shall be deemed that all matters reflected by the Survey and Title Commitment are "Permitted Encumbrances." Seller shall furnish have the right, but not the obligation, at its sole cost, to cure or remove all Non-Permitted Encumbrances and shall give Purchaser written notice ("Seller's Cure Notice") of Seller's intent to do so within five (5) business days after receipt by Seller of Purchaser's Title Objection Notice. If Seller does not provide a commitment for an ALTA Homeowners Seller's Cure Notice to Purchaser or, if Seller does provide a Seller's Cure Notice to Purchaser but does not agree therein to cause all of the Non-Permitted Encumbrances to be removed or cured, then Purchaser shall have the right either (i) to terminate this Agreement in accordance with Section 11(b) hereof by delivering notice to Seller within the earlier to occur of five (5) business days after the date Seller's Cure Notice was due or (ii) to elect to purchase the Property subject to the Non-Permitted Encumbrances which Seller has not agreed to cure or remove, and such Non-Permitted Encumbrances subject to which Purchaser elects to purchase the Property shall thereafter become Permitted Encumbrances. If Seller agrees in Seller's Cure Notice to cure or remove any Non-Permitted Encumbrances but thereafter, fails to timely remove such Non-Permitted Encumbrances on or before the Closing Date, then Purchaser shall be entitled to either (xx) terminate this Agreement in accordance with Section 11(b) hereof by delivering written notice to Seller or (yy) elect to purchase the Property subject to the Non-Permitted Encumbrances which Seller has not cured or removed, and such Non-Permitted Encumbrances subject to which Purchaser elects to purchase the Property shall thereafter become Permitted Encumbrances. (b) Seller shall provide, at Closing, the standard form of Owner Policy of Title Insurance promulgated for use in Texas by the Texas Department of Insurance (or an ALTA Owner’s Policy of Title Insurance when the ALTA Homeowners Policy of Title Insurance is not applicable for issuance on the transaction"Policy"), issued by the Title Company, in Purchaser's favor in the full amount of the Purchase Price, from a title company of Purchaser’s choosing. Such title evidence shall be prepared and issued by . Seller shall pay the state filed title premium Price for the applicable ALTA Homeowners/Owners Policy that is issued at ClosingProperty, insuring Purchaser's indefeasible fee simple title to the Property, subject only to the Permitted Encumbrances, and the standard printed exceptions contained in the standard form of Policy. Purchaser shall be obligated to pay all for any deletions, special endorsements or other title premiums and costs, in excess of the applicable ALTA Homeowners/Owners Policy premium, including but not limited to all lender required title insurance premiums and endorsements, the title commitment, and the title search/exam cost. The title commitment shall be continued changes or modifications to the date of Closing and shall show record title to be marketable in the name of Seller, free and clear from material defects, liens and encumbrances, except (a) those created or assumed by Purchaser, (b) those specifically set forth in this Agreement, (c) those liens and mortgages that will be released at (or before) Closing and removed from title, (d) rights of tenants specifically disclosed to Purchaser in Paragraph 31 or the Leased Property Addendum, (e) zoning ordinances, (f) legal highways, and (g) restrictions and utility easements of record (unless they unreasonably interfere with the location of existing buildings, the present use of the Property, or uses which Purchaser has disclosed to Seller in writing). If the title evidence reveals any other title defect(s), Seller shall have thirty (30) days after demand by Purchaser to remove such defect(s) and Closing shall be delayed accordingly. If Seller is unable or unwilling to remove the defect(s), Purchaser may accept title subject to such defect(s) or may terminate this Agreement and the termination procedures in Paragraph 23 shall apply. The parties recognize and understand that an ALTA Homeowners/Owners Policy is an optional form of insurance to protect the Purchaser from covered title issues relating to the PropertyPolicy.

Title. Within ten (10) days after the mutual execution of this Agreement, (a) Seller shall furnish Purchaser cause Benchmark Title Services (the "Title Company") to deliver to Buyer a commitment for an ALTA Homeowners Policy a standard T-1 owner's policy for the Property along with legible copies of all items identified as exceptions therein (collectively, the "Commitment"), and (b) Seller shall deliver to Buyer a current ALTA/ACSM "as built" survey of the Property, certified to the Title Insurance Company, Seller, Buyer and Buyer's lender (the "Survey"). Buyer shall notify Seller within ten (10) days after receipt of the last of the Commitment and the Survey (but in no event later than the Contingency Date) of any exceptions or other matters disapproved by Buyer on the Commitment or the Survey. Buyer's failure to timely disapprove of the Commitment and the Survey in writing shall be deemed Buyer's approval thereof. If Buyer disapproves any matters of title, then Seller shall have the right to specify the matters which Seller shall address and the manner in which it will do so in a written notice (the "Seller's Cure Notice") delivered to Buyer within five (5) days after the receipt of Buyer's disapproval notice. Seller's failure to timely deliver a Seller's Cure Notice shall be deemed Seller's refusal to cure any of the disapproved matters. Buyer shall have five (5) days after receipt of Seller's Cure Notice (or an ALTA Owner’s Policy expiration of such 5-day period, if Seller fails to provide such cure notice) to elect in writing to terminate this Agreement, in which case the Deposit shall be returned to Buyer and neither party shall have any further obligations hereunder except for Buyer's obligations under Paragraph 9.1 and Article 21. If Buyer does not so elect to terminate this Agreement, then Buyer shall be deemed to have waived its disapproval of all disapproved title matters except to the extent of Seller's agreement to undertake any curative action as set forth in Seller's Cure Notice. If Seller provides Buyer with a Seller's Cure Notice, Seller shall use commercially reasonable efforts to complete the curative action set forth therein on or before the Closing Date. It shall be a condition precedent, but not a covenant of Seller, that all such curative action shall actually be performed on or before the Closing Date. Those exceptions approved by Buyer, the Title Insurance when the ALTA Homeowners Policy of Title Insurance is not applicable for issuance Company's standard printed exceptions and exclusions, and such exceptions caused by Buyer shall be referred to herein as "Permitted Exceptions." If, on the transaction)Closing Date, in there are any liens, assessments or encumbrances that Seller is obligated to pay and discharge, Seller shall deposit with Escrow Holder sufficient monies (or authorize Escrow Holder to use the amount cash portion of the Purchase Price), from a title company acceptable to and required by Escrow Holder to insure the obtaining and recording of Purchaser’s choosing. Such title evidence shall be prepared such satisfactions and issued by . Seller shall pay the state filed title premium for the applicable ALTA Homeowners/Owners Policy that is issued at Closing. Purchaser shall pay all other title premiums and costs, in excess issuance of the applicable ALTA Homeowners/Owners Title Policy premiumfree of any such liens, including but not limited to all lender required title insurance premiums and endorsements, the title commitment, and the title search/exam cost. The title commitment shall be continued to the date of Closing and shall show record title to be marketable in the name of Seller, free and clear from material defects, liens assessments and encumbrances, except (a) those created or assumed by Purchaser, (b) those specifically set forth in this Agreement, (c) those liens and mortgages with insurance against any loss or damage that will be released at (or before) Closing and removed from title, (d) rights of tenants specifically disclosed to Purchaser in Paragraph 31 or the Leased Property Addendum, (e) zoning ordinances, (f) legal highways, and (g) restrictions and utility easements of record (unless they unreasonably interfere with the location of existing buildings, the present use of the Property, or uses which Purchaser has disclosed to Seller in writing). If the title evidence reveals any other title defect(s), Seller shall have thirty (30) days after demand by Purchaser to remove such defect(s) and Closing shall be delayed accordingly. If Seller is unable or unwilling to remove the defect(s), Purchaser Buyer may accept title subject to such defect(s) or may terminate this Agreement and the termination procedures in Paragraph 23 shall apply. The parties recognize and understand that an ALTA Homeowners/Owners Policy is an optional form of insurance to protect the Purchaser from covered title issues relating to the Propertysuffer as a result thereof.

Title. Seller Promptly after Buyer’s receipt of Seller’s existing title insurance policies for the Property, Buyer shall furnish Purchaser order a title commitment for an ALTA Homeowners Policy of Title Insurance (or an ALTA Owner’s Policy of Title Insurance when the ALTA Homeowners Policy of Title Insurance is not applicable for issuance on the transaction), Property from Escrow Agent (the “Title Insurer”) and a survey. Buyer shall have until the end of the Review Period in which to notify Seller in writing of any objection Buyer may have to any exceptions reported in the amount title commitment or matters of survey. Other than Curable Title Exceptions (as hereinafter defined) which Seller hereby obligates itself to remove at its sole cost and expense and in a manner reasonably satisfactory to Title Insurer, Seller may either cure any title or survey defect so objected to by Buyer in a manner reasonably satisfactory to Buyer or promptly notify Buyer that it is unable or unwilling (in its sole discretion) to cure such defects. Except in the case of Curable Title Exceptions, Buyer, within three (3) business days of receipt of such notice, shall, as its exclusive remedy, elect by written notice to Seller one of the Purchase Price, from a following: (i) waive such title company of Purchaser’s choosing. Such title evidence shall be prepared and issued by . Seller shall pay the state filed title premium for the applicable ALTA Homeowners/Owners Policy that is issued at survey objections and proceed to Closing. Purchaser shall pay all other title premiums and costs, in excess of the applicable ALTA Homeowners/Owners Policy premium, including but not limited to all lender required title insurance premiums and endorsements, the title commitment, and the title search/exam cost. The title commitment shall be continued to the date of Closing and shall show record title to be marketable in the name of Seller, free and clear from material defects, liens and encumbrances, except (a) those created or assumed by Purchaser, (bii) those specifically set forth in terminate this Agreement, (c) those liens and mortgages that will in which event the Deposit shall be released at (or before) Closing and removed from title, (d) rights of tenants specifically disclosed returned to Purchaser in Paragraph 31 or the Leased Property Addendum, (e) zoning ordinances, (f) legal highways, and (g) restrictions and utility easements of record (unless they unreasonably interfere with the location of existing buildings, the present use of the PropertyBuyer, or uses which Purchaser has disclosed (iii) cure the same, at its sole cost and expense. Failure to send a written notice to Seller in writing)within such three (3) business day period exercising such election shall be deemed an election to terminate this Agreement. If the title evidence reveals any other title defect(s), Seller shall have thirty (30) days after demand by Purchaser objected to remove such defect(s) and Closing shall be delayed accordingly. If exceptions which Seller is unable or unwilling to remove the defect(s)relate to any (i) financing liens, Purchaser may accept title subject to such defect(smechanics’ and materialmen’s liens caused by Seller, (ii) or may terminate this Agreement and the termination procedures in Paragraph 23 shall apply. The parties recognize and understand that an ALTA Homeowners/Owners Policy is an optional form of insurance to protect the Purchaser from covered title issues tax liens relating to the Property, (iii) liens or other title exceptions resulting solely from acts of Seller occurring on or after the Effective Date or (iv) other liens or encumbrances which secure other monetary obligations which in the aggregate do not exceed $200,000 (collectively, “Curable Title Exceptions”), Buyer may discharge the same at Closing and deduct the cost to do so from the Purchase Price and Seller shall cooperate with Buyer in doing so. All title exceptions and survey matters not objected to pursuant to this Section and those which Seller cannot or is unwilling to remove (other than Curable Title Exceptions) and to which Buyer agrees to take subject shall be deemed permitted exceptions. Buyer shall not have the right to object to title or to terminate this Agreement by reason of any title exceptions which are caused by Buyer or its Agents. Buyer shall also have the right to update the effective date of the title commitment prior to Closing, and object to any new title matters reflected in the updated title commitment, in accordance with this Section.

Title. Seller shall furnish Purchaser Prior to the expiration of the Study Period, USH may procure a commitment for an ALTA Homeowners Policy title insurance in the name of the LLC covering the Property, issued by Xxxxxxx Title Insurance Company (or an ALTA Owner’s Policy of the "Title Insurance when the ALTA Homeowners Policy of Title Insurance is not applicable for issuance on the transactionCompany"), together with legible copies of all recorded documents referenced therein and a special tax search (the "Commitment"), by which Commitment the Title Company shall agree to issue to the LLC, upon the Closing, a standard owner's ALTA policy in the amount of the Purchase Price, from a title company of Purchaser’s choosing. Such title evidence shall be prepared and issued by . Seller shall pay the state filed title premium for the applicable ALTA Homeowners/Owners Policy that is issued at Closing. Purchaser shall pay all other title premiums and costs, in excess of the applicable ALTA Homeowners/Owners Policy premium, including but not limited to all lender required title insurance premiums and endorsements, the title commitment, and the title search/exam cost. The title commitment shall be continued to the date of Closing and shall show record title to be marketable in the name of Seller, free and clear from material defects, liens and encumbrances, except (a) those created or assumed by Purchaser, (b) those specifically set forth in this Agreement, (c) those liens and mortgages that will be released at (or before) Closing and removed from title, (d) rights of tenants specifically disclosed to Purchaser in Paragraph 31 or the Leased Property Addendum, (e) zoning ordinances, (f) legal highways, and (g) restrictions and utility easements of record (unless they unreasonably interfere with the location of existing buildings, the present use value of the Property, as determined pursuant to Paragraph 7 below, without exception for any matters other than (i) current taxes; (ii) applicable zoning and governmental regulations; and (iii) easements and restrictions of record expressly approved by USH as a "Permitted Exception" hereunder, if any. USH shall have until the end of the Study Period to examine the Commitment and survey and to give written notice to SCC, or uses which Purchaser has disclosed SCC's attorney, of its approval or disapproval in USH's sole discretion of any matter contained therein. 8CC shall have fifteen (15) days from the actual receipt of such notice of disapproval to Seller in writing)elect whether it will cure the objections or defects so specified, and if SCC elects to cure the same, SCC will have a reasonable time and shall use reasonable diligence to cure same. If SCC elects not to cure the title evidence reveals any other title defect(s)same, Seller or if SCC elects to cure but after the exercise of reasonable diligence, SCC is unable to correct such objections or defects to USH's satisfaction in USH's sole discretion, USH shall have thirty (30) days after demand by Purchaser the right to remove such defect(s) and Closing shall be delayed accordingly. If Seller is unable or unwilling to remove the defect(s), Purchaser may accept title subject to such defect(s) or may terminate this Agreement and to receive the termination procedures return of the Deposit, or the remaining balance thereof (less any portion of the Approvals Costs then remaining unpaid), or to waive such objections or defects in Paragraph 23 writing. Any such defect or objection waived in writing shall applybecome a "Permitted Exception" to title. The parties recognize and understand that an ALTA Homeowners/Owners Policy is an optional form of insurance to protect Commitment shall be updated by the Purchaser from covered title issues relating Title Company, at USH's expense, prior to the PropertyClosing Date. Any title exception, other than a prior Permitted Exception hereunder shall be treated as a title defect hereunder, except those placed on the Property in connection with the Project.

Title. As evidence of title, within five (5) Business Days of the Opening of Escrow, or as soon thereafter as is reasonably practical, Seller shall furnish cause to be delivered to the Purchaser a commitment for an ALTA Homeowners Policy owner’s policy of title insurance with standard exceptions (“Title Insurance Commitment”) issued by Old Republic Title Attn: Xxxxx Xxxxxx, 000 00xx Xxxxxx, Xxx. 0000, Xxxxxxx, XX 00000 (or an ALTA Owner’s Policy of “Title Insurance when the ALTA Homeowners Policy of Title Insurance is not applicable for issuance on the transactionCompany”), in an amount as required by Purchaser, dated later than the amount Opening of Escrow, and guaranteeing the Purchase Pricetitle in the condition required for performance of this PSA, from a together with copies of all documents shown in the commitment as affecting title company of Purchaser’s choosing(“Title Documents”). Such title evidence shall be prepared and issued by . At Closing, Seller shall pay the state filed title premium for the applicable ALTA Homeowners/Owners Policy that is issued at Closinga California Land Title Association (“CLTA”) standard coverage owner’s policy. Purchaser shall pay all other title premiums and costs, in excess of the applicable ALTA Homeowners/Owners Policy premium, including but not limited to all lender required title insurance premiums and endorsements, the title commitment, and the title search/exam cost. The title commitment shall be continued to the date of Closing and shall show record title to be marketable in the name of Seller, free and clear from material defects, liens and encumbrances, except (a) those created or assumed by Purchaser, (b) those specifically set forth in this Agreement, (c) those liens and mortgages that will be released at (or before) Closing and removed from title, (d) rights of tenants specifically disclosed to Purchaser in Paragraph 31 or the Leased Property Addendum, (e) zoning ordinances, (f) legal highways, and (g) restrictions and utility easements of record (unless they unreasonably interfere with the location of existing buildings, the present use of the Property, or uses which Purchaser has disclosed to Seller in writing). If the title evidence reveals any other title defect(s), Seller shall have thirty (30) calendar days after demand from receipt of the Title Insurance Commitment and Title Documents to inspect the state of the title and matters affecting title, and to object to the matters shown thereby. Failure to object in writing within the above period shall constitute a waiver of Purchaser’s objections to title. If Purchaser objects to any matter disclosed by Purchaser the Title Insurance Commitment or Title Documents, then Seller shall have fifteen (15) Business Days from the date it is notified in writing of the particular defects claimed, to remove such defect(select, in its sole discretion, either: (1) and Closing to remedy the title defect that is the subject of the Purchaser’s objection, or (2) not remedy the title defect that is the subject of the Purchaser’s objection, at Seller’s option. Seller’s election shall be delayed accordinglycommunicated in writing to Purchaser. If Seller is unable or unwilling elects not to remove remedy such title defect, then Purchaser shall have five (5) Business Days following receipt of Seller’s notification under the defect(s), Purchaser may preceding sentence to elect to either: (a) waive its title objection and accept title subject to such defect(sthe alleged title defect, or (b) or may terminate this Agreement PSA and receive a refund of the termination procedures Purchase Price. Seller may cure any title objection that may be cured by the payment of a sum certain (such as existing mortgages, land contracts and other liens) by paying or depositing that sum at Closing. Notwithstanding the foregoing, Purchaser hereby objects to all liens evidencing monetary encumbrances (other than liens for non-delinquent general real property taxes to be paid by Purchaser under this PSA) and Seller agrees to cause all such liens to be eliminated at Seller’s sole cost (including all prepayment penalties and charges) prior to the Closing Date. Notwithstanding anything to the contrary contained in Paragraph 23 this PSA, if, at any time prior to the Closing, any updates to the Title Insurance Commitment are received by Purchaser, Purchaser shall applyhave ten (10) Business Days (regardless of the date) following Purchaser’s receipt of such update and legible copies of all underlying documents referenced therein (that were not referenced in the Title Documents previously provided to Purchaser) to notify Seller of objections to items on any such updates (“Title Updates”). The parties recognize Purchaser, at its sole election and understand that additional cost, may hire a land surveyor for the purpose of preparing an ALTA Homeowners/Owners Policy is an optional form survey for the Property (the “Survey”). Notwithstanding the foregoing, Purchaser shall have twenty (20) Business Days after receipt of insurance the Survey to protect object to any matters of survey in writing to Seller, in which event the Purchaser from covered title issues relating procedure set forth in this Section shall apply to the Propertysuch Survey objections.

Title. Seller A. Purchaser, at its expense, shall furnish Purchaser obtain a commitment for an ALTA Homeowners Policy of Title Insurance (or an ALTA Owner’s Policy of Title Insurance when the ALTA Homeowners Policy of Title Insurance is not applicable for issuance on the transaction), in the amount of the Purchase Price, title insurance binder from a title insurance company doing business in the State of Purchaser’s choosingNew Jersey insuring marketable title (as hereinafter defined) to the Property. Such title evidence For the purposes of this Agreement, "marketable title" shall be prepared deemed to be such title as any title insurance company doing business in the State of New Jersey shall insure at standard rates and issued by . Seller shall pay subject only to the state filed title premium for usual printed exceptions and to the applicable ALTA Homeowners/Owners Policy that is issued at ClosingPermitted Encumbrances set forth on Exhibit "B" annexed hereto (the "Permitted Encumbrances"). Purchaser shall pay all other title premiums and costsshall, in excess by no later than ten (10) days after the Effective Date, forward to Seller a copy of the applicable ALTA Homeowners/Owners Policy premium, including but not limited to all lender required its title insurance premiums binder and endorsements, the title commitment, and the title search/exam cost. The title commitment shall be continued to the date of Closing and shall show record title to be marketable specify in the name of Seller, free and clear from material defects, liens and encumbrances, except (a) those created or assumed by Purchaser, (b) those specifically writing any alleged defects set forth in this Agreementsaid binder ("Title Obligations"), (c) those liens and mortgages that will be released at (or before) Closing and removed from title, (d) rights of tenants specifically disclosed to Purchaser in Paragraph 31 or the Leased Property Addendum, (e) zoning ordinances, (f) legal highways, and (g) restrictions and utility easements of record (unless they unreasonably interfere with the location of existing buildings, the present use of the Property, or uses failing which Purchaser has disclosed shall be deemed to Seller in writing)have waived all Title Objections, TIME BEING OF THE ESSENCE as to Purchaser's obligation to so notify Seller. If the title evidence reveals Within two (2) business days following Seller's receipt of said binder and notice of any other title defect(s)Title Objections, Seller shall have thirty the right (30without being obligated or required to commence litigation or to incur any expenditure of monies), (i) days after demand by to agree to cause any Title Objection to be removed as a title exception prior to Closing, (ii) to cause another title company to insure marketable title in accordance herewith; or (iii) to take no action with respect to any Title Objections. If Seller causes marketable title to be insured for the Property, Purchaser to remove such defect(s) and Closing shall be delayed accordinglyrequired to complete the purchase of the Property as herein provided. Seller may, if it so elects, postpone the Closing for a period not to exceed sixty (60) calendar days in order to cure a Title Obligation. If Seller is unable or unwilling to remove cause marketable title to be insured for the defect(s)Property, then Purchaser may shall have the right, at its sole option, either to (i) waive the Title Objections and accept such title subject as Seller is able to convey without any diminution in the Purchase Price, or (ii) terminate this Agreement. B. Purchaser shall make its election to accept such defect(s) title as Seller shall be able to convey or may to terminate this Agreement by no later than the end of the Due Diligence Period. If Purchaser shall fail to so notify Seller, then Purchaser shall be deemed to have elected to waive the Title Objections and accept title without any abatement or reduction in the termination procedures Purchase Price. C. Except for any liens affecting the Property in Paragraph 23 an amount not to exceed $150,000.00 which were caused by the direct acts of Seller, Seller shall applyhave no obligation to expend any amounts due to any lienholder of the Property which are necessary to obtain a release or discharge of such lien in order to cure a Title Objection. The parties recognize To the extent Seller agrees to pay any such sum(s) of money for such purpose, then, at the option of Seller, such sum(s) may be paid at the Closing from the Purchase Price. In the event any liens affecting the Property become of record after delivery of the Title Objections which Seller is not required to discharge as provided for above, then Purchaser's sole remedy is to either (i) accept such title as Seller is able to convey without diminution of the Purchase Price or (ii) terminate this Agreement, in which event Seller shall reimburse Purchaser for its actual costs for title searches, survey and understand legal fees, but not to exceed $5,000.00 in the aggregate. D. It is understood and agreed that an ALTA Homeowners/Owners Policy Seller acquired the Property at a foreclosure sale and acquired title thereto by way of a Sheriff's Deed executed and delivered by the Bergen County Sheriff, a copy of which is an optional form of insurance to protect annexed hereto as Exhibit C. It is further understood and agreed that the Purchaser from covered Deed conveying title issues relating to the PropertyProperty shall convey the same quality of title as that conveyed to Seller by such Sheriff's Deed.

Title. Within five (5) business days after the date of this Agreement, Seller shall furnish Purchaser will order from Xxxxxxx Title Guaranty Company (“Title Insurer”) a commitment Commitment for an ALTA Homeowners Policy of Title Insurance (or for an ALTA Owner’s Policy of Title Insurance when Policy for the ALTA Homeowners Policy Property (with copies of all instruments listed as exceptions to title) (collectively, the “Commitment”). Buyer shall have a period of ten (10) days after receipt of the Commitment (but in all cases ending no later than the expiration of the Inspection Period) within which to examine said Commitment. If Buyer objects to any title encumbrances disclosed in the Commitment, Buyer shall, within said period notify Seller in writing, specifying the objectionable title encumbrances (a “Title Insurance is Notice”). If Buyer fails to timely give such notice specifying the objectionable title encumbrances, Buyer will be deemed to have approved the matters set forth in the Commitment (and all matters which the Title Insurer has committed to insure over), all of which shall be included in the “Permitted Exceptions.” If Buyer timely gives such notice specifying objectionable title encumbrances, all matters set forth in the Commitment (and all matters which the Title Insurer has committed to insure over) which are not applicable for issuance on objected to in Buyer’s notice will be included in the transaction“Permitted Exceptions.” Seller may elect (but shall have no obligation whatsoever) to attempt to cure any such title matters within ten (10) business days from receipt of the Title Notice (the “Title Cure Period”), in which event the amount Closing, if it otherwise is scheduled to occur earlier, shall be extended until the earlier of ten (10) business days after receipt of the Purchase Price, from a title company of PurchaserTitle Notice or three (3) business days after such matter is cured. Within five (5) business days after receiving Buyer’s choosing. Such title evidence shall be prepared and issued by . Seller shall pay Title Notice (the state filed title premium for the applicable ALTA Homeowners/Owners Policy that is issued at Closing. Purchaser shall pay all other title premiums and costs, in excess of the applicable ALTA Homeowners/Owners Policy premium, including but not limited to all lender required title insurance premiums and endorsements, the title commitment, and the title search/exam cost. The title commitment shall be continued to the date of Closing and shall show record title to be marketable in the name of “Seller, free and clear from material defects, liens and encumbrances, except (a) those created or assumed by Purchaser, (b) those specifically set forth in this Agreement, (c) those liens and mortgages that will be released at (or before) Closing and removed from title, (d) rights of tenants specifically disclosed to Purchaser in Paragraph 31 or the Leased Property Addendum, (e) zoning ordinances, (f) legal highways, and (g) restrictions and utility easements of record (unless they unreasonably interfere with the location of existing buildings, the present use of the Property, or uses which Purchaser has disclosed to Seller in writing). If the title evidence reveals any other title defect(s’s Title Notice Period”), Seller shall have thirty notify Buyer if Seller intends to attempt to effectuate such cure. In the event that Seller gives notice during the Seller’s Title Notice Period that Seller elects not to attempt to effectuate cure of the subject title matters, or if Seller fails to give notice during the Seller’s Title Notice Period of Seller’s intention to attempt to effectuate such cure, then Buyer may, within five (305) business days after demand Seller’s notice, or if no notice is given five (5) business days following the expiration of the Seller’s Title Notice Period, but in any event before Closing is consummated, terminate this Agreement by Purchaser notice to remove Seller, in which event the Deposit, and all interest earned thereon, shall be returned to Buyer, provided that if Buyer does not timely so terminate this Agreement, Buyer shall be deemed to have waived objection to any such defect(stitle matters (which matters will be included within the Permitted Exceptions) and Closing shall be delayed accordingly. If Seller is unable or unwilling agreed to remove the defect(s), Purchaser may accept title subject thereto, without reduction in the Purchase Price. In the event Seller gives such notice of its intention to attempt to effectuate such defect(s) or may cure and thereafter fails to actually effectuate such cure within the Title Cure Period, Buyer’s sole rights with respect thereto shall be to terminate this Agreement within five (5) business days after the expiration of the Title Cure Period, but in any event before Closing is consummated, in which event the Deposit, and all interest earned thereon, shall be returned to Buyer, provided that if Buyer does not so terminate this Agreement, Buyer shall be deemed to have waived objection to any such title matters (which matters will be included within the Permitted Exceptions) and agreed to accept title subject thereto, without reduction in the Purchase Price. The foregoing notwithstanding, Seller will pay off its current mortgage loan at Closing. The Closing date will be extended as necessary to give effect to the time periods set forth herein. Buyer may, prior to Closing, notify Seller in writing (a “Gap Notice”) of any title exceptions raised by the Title Insurer between the expiration of the Inspection Period and Closing and not disclosed by the Title Insurer or otherwise known to Buyer prior to the expiration of the Inspection Period; provided that Buyer must notify Seller of such unacceptable exceptions within five (5) business days of being made aware of the existence of such exceptions. If Buyer sends a Gap Notice to Seller, Buyer and Seller shall have the same rights and obligations with respect to such notice and the termination procedures in Paragraph 23 shall apply. The parties recognize exceptions set forth therein as apply to a Title Notice and understand that an ALTA Homeowners/Owners Policy is an optional form of insurance to protect the Purchaser from covered title issues relating exceptions set forth therein pursuant to the Propertypreceding paragraph.

Title. Seller A. Purchaser shall furnish Purchaser obtain at its sole cost and expense a current ALTA owner's title commitment for title insurance for the Real Property (the "Title Commitment") issued by Chicago Title Insurance Corporation, Attn: Xxxxx Xxxxxxxxx, Vice President/Underwriting Counsel, 000 Xxxxx Xxxxx Xxxxxx, Suite 800, Charlotte, NC 28202, 000-000-0000 (direct), 000-000-0000 (cell) xxxxx.xxxxxxxxx@xxx.xxx together with true and complete copies of all exceptions contained therein and Purchaser shall obtain, at its sole cost and expense, an ALTA Homeowners Policy Survey of the Real Property (the "Survey"). Upon the receipt of the Title Commitment and Survey, Purchaser shall review all such information and shall, prior to the end of the Review Period, furnish a copy of the Title Commitment and Survey to Seller together with a statement as to which exceptions shown on the Title Commitment or matters on the Survey are unacceptable to Purchaser (the "Title Objection(s)"). If Purchaser fails to deliver such notice of Title Insurance (or an ALTA Owner’s Policy of Title Insurance when Objections to Seller prior to the ALTA Homeowners Policy of Title Insurance is not applicable for issuance on the transaction), in the amount end of the Purchase Price, from a title company of Purchaser’s choosing. Such title evidence Review Period then Purchaser shall be prepared deemed to have found title unacceptable in all respects and issued by . Seller shall pay the state filed title premium for the applicable ALTA Homeowners/Owners Policy that is issued at Closing. Purchaser shall pay all other title premiums and costs, in excess of the applicable ALTA Homeowners/Owners Policy premium, including but not limited to all lender required title insurance premiums and endorsements, the title commitment, and the title search/exam cost. The title commitment this Contract shall be continued to the date of Closing and shall show record title to be marketable in the name of Seller, free and clear from material defects, liens and encumbrances, except (a) those created or assumed deemed terminated by Purchaser, (b) those specifically set forth in this Agreement, (c) those liens and mortgages that will the Deposit shall be released at (or before) Closing and removed from title, (d) rights of tenants specifically disclosed returned to Purchaser in Paragraph 31 or and the Leased Property AddendumSeller and Purchaser shall have no further responsibility to each other under this Contract; provided, (e) zoning ordinances, (f) legal highways, and (g) restrictions and utility easements of record (unless they unreasonably interfere with the location of existing buildingshowever, the present use indemnity contained in Section 3 (A) herein shall survive such termination. B. Within five (5) business days of receipt of Purchaser's written notice of Title Objections (the Property, or uses which Purchaser has disclosed to “Seller in writing). If the title evidence reveals any other title defect(sElection Date"), Seller shall notify Purchaser in writing of any Title Objections which Seller either refuses to cure or is unable to cure in a manner acceptable to Purchaser. In the absence of such notice from Seller to Purchaser, Seller shall be deemed to have thirty elected not to satisfy, correct or cure any Title Objections. C. In the event Seller notifies Purchaser or is deemed to have notified Purchaser on or before the Seller Election Date of its election to refuse to cure or its inability to cure in a manner acceptable to Purchaser all of the Title Objections of which Seller is notified by Purchaser, then Purchaser shall by notice to Seller within five (305) business days after demand by Purchaser to remove the Seller Election Date elect one of the following: 1. To waive such defect(sTitle Objection(s) and Closing to close the transaction in accordance with the terms of this Contract; or 2. To terminate this Contract by notice to Seller given on or before the date which is five (5) business days after the Seller Election Date, and the Deposit shall be delayed accordinglyrefunded to Purchaser and neither party shall have any further liability or obligations to the other hereunder; provided, however, the indemnity contained in Section 3 (A) herein shall survive such termination. If Purchaser fails to deliver such notice to Seller is unable or unwilling within five (5) business days after the Seller Election Date, then Purchaser shall be deemed to remove have found title to the defect(s)Real Property unacceptable in all respects and this Contract shall be deemed terminated by Purchaser, the Deposit shall be returned to Purchaser may accept title subject to such defect(s) or may terminate this Agreement and the termination procedures Seller and Purchaser shall have no further responsibility to each other under this Contract provided, however, the indemnity contained in Paragraph 23 Section 3 (A) herein shall apply. The parties recognize and understand that an ALTA Homeowners/Owners Policy is an optional form of insurance to protect the Purchaser from covered title issues relating to the Propertysurvive such termination.