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 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 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 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 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 PropertyAgreement.

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 28 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 21 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 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 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, 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 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. 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 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 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 21 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. 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 28 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 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 PropertyPermitted Exceptions.

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 28 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 21 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 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 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 21 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. 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 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 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 21 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 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)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 21 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 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 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 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 PropertyAccepted Encumbrances.

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 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 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 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 PropertyAgreement.

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 28 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 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 not passed to the PropertyBuyer.

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 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)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 21 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 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 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 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 PropertyPremises.

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 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 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 21 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. 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 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)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 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 Propertydefective title.

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 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)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 21 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. (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 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 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 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 only to the PropertyPermitted 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 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 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 21 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. 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 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"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 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 Propertysurvey objections.

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 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 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 21 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 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 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 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.within five

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 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)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 21 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. 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 28 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 21 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. 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 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 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 21 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. 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 28 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 21 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. 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 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 (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 21 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. 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 28 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 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 PropertyCommitment.

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 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)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 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 any person any right with respect to the PropertyProperty or any portion thereof, without the prior written consent of Purchaser.

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 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 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. 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 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 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 21 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(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 28 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 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 PropertyIN CONNECTION WITH THIS AGREEMENT EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN.

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 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 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 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 Propertyprovide said additional time period.

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 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 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 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 Propertyprovide said additional time period.

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 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 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 21 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. 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 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)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 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 Propertydefective title.

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 28 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 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 Propertyaggregate.

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 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 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 Propertyif any.

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 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 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 21 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 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 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 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 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 PropertyDate.

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 28 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 21 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 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 Purchaser shall order, at its sole cost and expense, commitments for an owner's fee title policy or assumed by policies with respect to each of the Properties, or in the case of the Yonkers property, a leasehold insurance policy (each, a "Commitment", and, collectively, the "Commitments") from Lawyers Title Insurance Corporation (the "Title Company") and shall request the Title Company to deliver copies of the Commitments, together with true and complete copies of all instruments giving rise to any defects or exceptions to title to each Property (and the Ground Lease), to Purchaser's and Seller's attorneys. If the Commitments indicate the existence of any liens, (b) those specifically set forth encumbrances or other defects or exceptions in this Agreement, (c) those liens and mortgages that will be released at or to title to any Property (or beforethe Ground Lease) Closing other than the Permitted Encumbrances (collectively, the "Unacceptable Encumbrances") subject to which Purchaser is unwilling to accept title and removed from titlePurchaser gives Seller notice of the same not less than ten (10) days prior to the expiration of the Inspection Period, Seller shall undertake to eliminate the same subject to Section 6.2. Purchaser hereby waives any right Purchaser may have to advance as objections to title or as grounds for Purchaser's refusal to close this transaction any Unacceptable Encumbrance which Purchaser does not notify Seller of prior to such ten (d10) rights of tenants specifically disclosed day period unless (i) the Commitment has been issued to Purchaser in Paragraph 28 prior to the expiration of the Inspection Period and (x) such Unacceptable Encumbrance was first raised by the Title Company subsequent to the expiration of the Inspection Period or (y) Purchaser shall otherwise first discover same or be advised of same subsequent to the Leased Property Addendum, (e) zoning ordinances, (f) legal highwaysexpiration of the Inspection Period, and (gii) restrictions and utility easements of record (unless they unreasonably interfere with the location of existing buildings, the present use Purchaser shall notify Seller of the Property, same within ten (10) days after Purchaser first becomes aware of such Unacceptable Encumbrance (failure to so notify Seller shall be deemed to be a waiver by Purchaser of its right to raise such Unacceptable Encumbrance as an objection to title or uses which Purchaser has disclosed as a ground for Purchaser's refusal to Seller in writingclose this transaction). If Seller, in its sole discretion, may adjourn the title evidence reveals any other title defect(s), Seller shall have Closing one or more times for up to thirty (30) days after demand by Purchaser in the aggregate in order to remove such defect(seliminate Unacceptable Encumbrances. (b) and Closing shall be delayed accordingly. If Seller is unable (subject to Section 6.2) to eliminate all Unacceptable Encumbrances not waived by Purchaser, or unwilling to remove arrange for title insurance insuring against enforcement of such Unacceptable Encumbrances against, or collection of the defect(ssame out of, the applicable Property (or Ground Lease), and to convey title in accordance with the terms of this Agreement on or before the Closing Date (whether or not the Closing is adjourned as provided in Section 6.1), Purchaser may shall elect on the Closing Date, as its sole remedy for such inability of Seller, either (i) to accept title subject to such defect(sUnacceptable Encumbrances and receive no credit against, or reduction of, the Purchase Price, except as set forth in Section 6.2; or (ii) to postpone the Closing for the affected Property (or may terminate Ground Lease)(each, a "Post-Closing Property"), such that the affected Property (or Ground Lease) shall be subject to the provisions of Section 9.3, the Purchase Price payable at the Closing shall be reduced by the amount set forth in Section 2.1(b) for such Post-Closing Property, the portion of the Downpayment allocable to such Property (or Ground Lease), as set forth in Section 2.1(b), shall be reallocated equally among the remaining portion of the Group A Portfolio, and the balance of the Group A Portfolio shall remain unaffected. In the event that a title company designated by Seller and licensed to do business in New York is willing to issue title insurance to Purchaser in satisfaction of the requirements of this Section, Seller shall not be deemed unable to eliminate all Unacceptable Encumbrances not waived by Purchaser, or unable to arrange for title insurance insuring against enforcement of such Unacceptable Encumbrances against, or collection of the same out of, the applicable Property (or Ground Lease), and Purchaser shall be obligated to proceed with the Closing contemplated hereunder as if such objection did not exist. 6.2 Notwithstanding anything to the contrary set forth in this Section 6 or elsewhere in this Agreement, Seller 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 by Purchaser or to arrange for title insurance insuring against enforcement of such Unacceptable Encumbrances against, or collection of the same out of, the applicable Property (or Yonkers Property); provided, however, that Seller shall satisfy or discharge mortgages, real estate taxes and assessments secured by or affecting the applicable Property (or Ground Lease) regardless of amount; and Seller shall satisfy or discharge judgments against Seller, administrative or other liens (collectively, "Liens") secured by or affecting the applicable Property (or Ground Lease) which can be satisfied by payment of readily ascertainable amounts not to exceed, in the aggregate for all such Liens, three percent (3%) of the Purchase Price set forth in Section 2.1 for the applicable Property (the "Cap"). Notwithstanding the foregoing, in the event that Seller fails to satisfy or discharge all mortgages, real estate taxes and assessments secured by or affecting the applicable Property (or Ground Lease) as aforesaid, then Purchaser shall receive a credit against the Purchase Price in the amount of all of such unsatisfied mortgages, real estate taxes and assessments and shall take title to the affected Property (or Ground Lease) subject to such mortgages, real estate taxes and assessments. In the event that the cost of discharging or satisfying the Liens at a particular Property (or Ground Lease) exceeds the Cap, Purchaser shall have the right to either (a) waive the Liens as an Unacceptable Encumbrance and close on the applicable Property (or Ground Lease), in which event Seller shall be obligated to credit Purchaser at Closing with an amount equal to the Cap; or (b) exclude the affected Property (or Ground Lease) from the scope of this Agreement (an "Excluded Property"), in which event such Property (or Ground Lease) shall not be subject to the provisions of Section 9.3 (except as expressly provided in Section 9.5), the portion of the Downpayment allocable to such Property (or Ground Lease), as set forth in Section 2.1(b), shall be reallocated equally among the remaining portion of the Group A Portfolio, the Purchase Price payable at the Closing shall be reduced by the amount set forth in Section 2.1(b) for such Excluded Property, and the termination procedures balance of the Group A Portfolio shall remain unaffected. Without limiting the generality of the preceding provisions of this Section 6.2, for the purposes of this Agreement (including Sections 6.1 and 16.1), Seller's failure or refusal to bring any action or proceeding, to make any payments or to otherwise incur any expense (except for Seller's obligation to satisfy mortgages, real estate taxes, assessments, regardless of amount, and Liens which, in Paragraph 21 the aggregate, can be satisfied by payment of readily ascertainable amounts not to exceed the Cap) in order to eliminate Unacceptable Encumbrances not waived by Purchaser or to arrange for such title insurance shall applybe deemed an inability of Seller to eliminate such Unacceptable Encumbrances or to arrange for such title insurance and shall not be a default by Seller hereunder (willful or otherwise). 6.3 If on the Closing Date there may be any Liens or other encumbrances which Seller must pay or discharge in order to convey to Purchaser such title as is herein provided to be conveyed, Seller may use any portion of the Purchase Price to satisfy the same, provided: (a) Seller shall deliver to Purchaser or the Title Company, at the Closing, instruments in recordable form and sufficient to satisfy such Liens or other encumbrances of record together with the cost of recording or filing said instruments; or (b) Seller, having made arrangements with the Title Company, shall deposit with said company sufficient monies acceptable to said company to insure the obtaining and the recording of such satisfactions. The parties recognize and understand that an ALTA Homeowners/Owners Policy is an optional form existence of insurance any such Liens or other encumbrances shall not be deemed objections to protect title if Seller shall comply with the Purchaser from covered title issues relating to the Propertyforegoing requirements.

Title. Seller Title to the Real Property shall furnish Purchaser be good and marketable, free and clear of all liens, encumbrances and encroachments and subject only to the operation and effect of the Permitted Exceptions (as hereafter defined). Permitted Exceptions shall be deemed to mean all instruments and matters of record among the Public Records of Xxxxxx County, New Jersey on the date hereof, other than any instrument or matter which is set forth as an exception to coverage in a commitment for title insurance from a title insurer selected by Purchaser (the "Title Company") covering the Property, to which Purchaser has expressly objected. Such objection shall be set forth in a written notice to Seller given within ten (10) business days of receipt of (i) the commitment for title insurance, (ii) legible copies of all documents listed as exceptions to coverage, and (iii) an ALTA Homeowners Policy survey of the Real Property and the Improvements (all of which shall be at the expense of Purchaser), but in no event later than the expiration of the Feasibility Study Period, as such term is defined below (such matters to which Buyer does not object are herein referred to as "Permitted Exceptions"). Title Insurance (or to the Real Property shall be deemed good and marketable if a nationally recognized title insurance company acceptable to Purchaser agrees to insure fee simple title to the Real Property and issue to Purchaser, at standard premium rates, an extended coverage owner's title insurance policy with an ALTA Owner’s Policy of Title Insurance when Form 9 Endorsement (in the ALTA Homeowners Policy of Title Insurance form applicable to the jurisdiction in which the Land is not applicable for issuance on the transactionlocated), subject only to the Permitted Exceptions. If there are title defects other than the Permitted Exceptions, Purchaser shall notify Seller of such title defects during the Feasibility Study Period and Seller shall have the right, within ten (10) days from receiving notice, to elect: (i) to cure the title defect at Seller's cost and expense, which election shall be deemed made if no notice of election is received by Purchaser within such 10-day period, or (ii) not to cure such defect, provided that Seller shall not have the right to decline to cure any monetary encumbrances and/or other monetary obligations affecting title to the Real Property. If Seller elects not to cure the title defect in accordance with the amount preceding sentence, then Purchaser, within seven (7) days from receipt of Seller's written notice of such election, shall elect by written notice to Seller to either (1) waive the title defect and proceed under this Agreement with no abatement 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 or (a2) those created or assumed by Purchaser, (b) those specifically set forth in terminate this Agreement, (c) those liens and mortgages that will in which event Purchaser shall be released at (or before) Closing and removed from title, (d) rights of tenants specifically disclosed entitled to Purchaser in Paragraph 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 immediate return of the PropertyDeposit. Upon such termination, or uses which Purchaser has disclosed each party's rights and liabilities hereunder shall cease except for Purchaser's indemnification pursuant 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 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 PropertySection 10 hereof.

Title. Seller shall furnish Purchaser a commitment for an ALTA Homeowners Policy of shall, at Buyer’s cost and expense, obtain and deliver 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 Commitment to Buyer as of the Purchase PriceEscrow Date. If the Title Commitment discloses exceptions to title other than the Permitted Exceptions (such non-Permitted Title Exception matters hereinafter referred to as "Unpermitted Exceptions") including liens or encumbrances of an undisputed, from a title company definite, or ascertainable amount which can be removed by the payment of Purchaser’s choosing. Such title evidence shall be prepared and issued by . Seller shall pay money at the state filed title premium for time of the applicable ALTA Homeowners/Owners Policy that is issued at Closing. Purchaser shall pay all other title premiums and costs, Closing in an amount not in excess of the applicable ALTA Homeownersamount to be paid in cash hereunder by Seller on the Closing Date ("Definite Lien(s)"), which Seller may so remove on the Closing Date by using the funds to be paid on delivery of the Deed, Buyer shall notify Seller of such Unpermitted Exceptions/Owners Policy premiumDefinite Lien(s) prior to the expiration of the Due Diligence Period. If Buyer fails to notify Seller of such Unpermitted Exceptions/Definite Lien(s) prior to the expiration of the Due Diligence 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 Buyer shall be continued deemed to have not approved of the date Title Commitment and all exceptions to title and liens or encumbrances on the Title Commitment shall be deemed Unpermitted Exceptions. If Seller elects to remove all Unpermitted Exceptions, Seller shall give notice to Buyer of Closing its intention to remove such Unpermitted Exceptions within five (5) business days of the expiration of the Due Diligence Period and shall show record title have until the Closing Date 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 have such Unpermitted Exceptions removed from titlethe Title Commitment or to have the Title Insurer, (d) rights of tenants specifically disclosed to Purchaser in Paragraph 28 or the Leased Property Addendumat Seller’s sole cost and expense, (e) zoning ordinancesissue its endorsement insuring against damage caused by such Unpermitted Exceptions, (f) legal highways, and (g) restrictions and utility easements of record (unless they unreasonably provided such Unpermitted Exceptions will not materially interfere with the location of existing buildings, the present Xxxxx's intended 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 accordinglyReal Estate. If Seller is unable fails to give the foregoing notice, this Agreement shall automatically terminate. If Seller fails to have such Unpermitted Exceptions removed on or unwilling before the Closing Date and fails to remove make arrangements to have the defect(sDefinite Lien(s) paid, the Closing Date shall be extended for five (5) business days, and Buyer, on or before the extended Closing Date, may elect, as its sole remedy, either: (i) to terminate this Agreement (in which event this Agreement shall be void and of no further effect and neither party shall have any further rights or obligations hereunder), Purchaser may ; (ii) cause the Title Insurer to insure over the Unpermitted Exceptions at Buyer’s sole cost and expense; or (iii) to accept title subject to such defect(suncured Unpermitted Exceptions and Definite Lien(s) and close the transaction contemplated herein (and from and after such election to close, all such uncured Unpermitted Exceptions and Definite Lien(s) shall be deemed to be Permitted Exceptions for all purposes of this Agreement). Seller shall not be in default hereunder if it fails to remove any Unpermitted Exceptions or may terminate this Agreement pay any Definite Lien(s) but in the event Seller so elects to remove such Unpermitted Exceptions, at its sole cost and the termination procedures in Paragraph 21 expense, and/or pay any Definite Lien(s), Seller shall apply. The parties recognize proceed diligently to remove promptly such Unpermitted Exceptions and understand that an ALTA Homeowners/Owners Policy is an optional form of insurance pay any Definite Lien(s) at or prior to protect the Purchaser from covered title issues relating to the PropertyClosing.

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 At Closing, Seller shall convey fee simple title to the Owned Lots to Buyer or assumed its designee by Purchaserdelivery of the Deed (as hereinafter defined). Title to the Owned Lots, (b) those specifically set forth in this Agreementshall be good and marketable, (c) and shall be insurable as such at regular rates by the Title Company, free of all liens, encumbrances, leases or other rights or occupancies and title company exceptions, except those liens and mortgages that will be released at other encumbrances (or beforethe "Permitted Exceptions") Closing and removed from title, (d) rights of tenants specifically disclosed to Purchaser which Buyer has not objected in Paragraph 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 writing within thirty (30) days after demand by Purchaser to remove such defect(s) and Closing of the date of this Agreement. Any monetary liens or encumbrances other than the Permitted Exceptions shall be delayed accordinglyremoved by the Seller, at Seller’s expense, prior to Closing. Subsequent to the execution of this Agreement, Seller shall not further encumber the Real Property in any fashion whatsoever without the written approval of Buyer. Seller shall deliver to Buyer copies of any title reports, data or surveys in its possession related to the Real Property simultaneous with its execution of this Agreement. At Closing, Seller shall deliver exclusive possession and occupancy of the Owned Lots. Buyer shall deliver to Seller within thirty (30) days from the date of this Agreement a copy of its title report together with a written list of all objections thereto. Seller shall have a period of five (5) days from receipt of such objections to advise Buyer in writing whether Seller shall have the objections removed or cured prior to Closing. Seller’s failure to notify Buyer within the stated time period shall be deemed Seller’s election not to cure. If Seller is unable or unwilling to remove or cure the defect(sobjections prior to Closing, Buyer shall have five (5) days thereafter to either: (a) terminate its obligation hereunder and receive the Deposit whereupon this Agreement shall be null and void (except for the indemnity provisions set forth in Paragraph 9(a) which shall survive such termination) and neither party shall have any further liability hereunder; or (b) agree to accept such title as Seller agrees to deliver at Closing. At Closing, Seller shall deliver a Bargain and Sale Deed with Covenants Against Grantor's Acts, in proper recordable form, duly–executed and acknowledged by Seller for the Owned Lots (the "Deed"), Purchaser may accept an Affidavit of Title and such other documents (including, but not limited to, Assignment of Option Agreement in a form mutually acceptable to the parties and duly executed by South Jersey, Assignment of Special Declarants Rights, Xxxx of Sale, Assignment of Plans (which shall include consents of the engineers and architects), Governmental Approvals and Outstanding Agreements (as hereinafter defined), and an Closing Agreement confirming and ratifying the representations and warranties set forth herein)) which shall be reasonably required by Buyer, its counsel, and/or the Title Company. (b) If Seller is unable to convey title subject to the Owned Lots in accordance with the requirements of Paragraph 6(a) above, Buyer shall have the option (i) of taking such defect(stitle to the Owned Lots as Seller can convey, with abatement of the Purchase Price to the extent of any liens and encumbrances of a fixed or ascertainable amount as set forth in the title report or (ii) or may terminate of terminating Buyer’s obligations under this Agreement and being repaid the termination procedures Deposit, together with the amount of all charges incurred by Buyer for searching title, and upon payment of these amounts, this Agreement shall be null and void and neither party shall have any obligations hereunder (except for the indemnity provisions set forth in Paragraph 21 9(a) which 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 Purchaser a commitment for transfer title of the Interests to Buyer at Closing pursuant to an ALTA Homeowners Policy assignment substantially in the form of the Assignment attached hereto as Exhibit B, and said Assignment shall be adapted to the particular interest to be assigned and to conform to the provisions of Article 2 hereof. Seller will convey to Buyer Defensible 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 Interests 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 Closing Date. Seller shall pay the state filed title premium execute as many Assignments as are necessary to file for the applicable ALTA Homeowners/Owners Policy that is issued at Closing. Purchaser shall pay all other title premiums record Assignments in each jurisdiction and costs, in excess with each governmental authority where necessary to effect conveyance of the applicable ALTA Homeowners/Owners Policy premium, including but not limited Interests and/or notice of such conveyance. Buyer shall be entitled to all lender required title insurance premiums satisfy itself prior to Closing that it will be receiving conveyance of Defensible Title to the Interests. Seller shall provide to Buyer full and endorsementscomplete access to its records and documents relating to the Interests. As used herein, the title commitmentterm “Defensible Title” shall mean, as to each of the Interests to be conveyed to Buyer, a net revenue interest which is not less, and the a working interest which is not greater, than those set out in Exhibits A-1 and A-2 hereto with respect to such Interests, and a 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, which is free and clear from material defectsof liens, liens and encumbrances, except defects or environment Conditions, other than Permitted Encumbrances, which materially and adversely affect the value of such Interests. Any matter which causes an Interest not to have Defensible Title, and any environmental Condition, shall be considered to be a “Title Defect”. If Buyer determines that any Interest is subject to any Title Defects prior to Closing, Buyer shall notify Seller in writing describing the Title Defects, after which time, the parties shall meet and exercise their best efforts to determine the validity of the claimed Title Defect. Seller shall have until the Closing to cure the Title Defects to the satisfaction of the Buyer. If Seller is not able to cure the Title Defect to Buyer’s reasonable satisfaction prior to Closing, then Buyer in its sole discretion may either (a) those created or assumed reduce the Purchase Price by Purchaserthe Allocation for the Property(s) with a Title Defect, (b) those specifically set forth in this Agreementallow Seller 90 days after Closing to cure the Title Defects, (c) those liens and mortgages that will be released at (waive the Title Defects, or before) Closing and removed from title, (d) rights of tenants specifically disclosed to Purchaser in Paragraph 28 or terminate this Agreement. Should a Title Defect be discovered after 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)Closing Date, Seller shall undertake to cure such Title Defect to Buyer’s reasonable satisfaction; failing cure thereof, Buyer shall have thirty (30) days after demand by Purchaser the right, but not the obligation, to remove such defect(s) and Closing shall be delayed accordingly. If re-assign the affected Interest to Seller is unable or unwilling to remove following the defect(s), Purchaser may accept title subject to such defect(s) or may terminate this Agreement and the termination procedures in Paragraph 21 shall apply. The parties recognize and understand that an ALTA Homeowners/Owners Policy is an optional form provisions of insurance to protect the Purchaser from covered title issues relating Section 8.04 hereof as to the PropertyProperty so affected.

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 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 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 21 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. 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 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 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 21 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 Property.Property 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. -8-

Title. Purchaser has provided objections in writing to certain liens, encumbrances and other matters reflected by the Title Commitment and Survey. All such matters to which Purchaser so objects shall be "Non-Permitted Encumbrances"; all matters reflected by the Survey and Title Commitment not included in such objection notice, except as otherwise provided below, shall be "Permitted Encumbrances". Any and all liens, claims and encumbrances on or affecting the Interests shall be deemed Non-Permitted Encumbrances. If at any time prior to Closing, Purchaser receives notice of additional liens, encumbrances or other matter not reflected in the initial Title Commitment or Survey or otherwise becomes aware of such matters, then, in such event, Purchaser may submit a revised list adding additional Non-Permitted Encumbrances. Seller may, but shall furnish not be obligated to, at its sole cost and expense, cure or remove of record all Non-Permitted Encumbrances and give Purchaser written notice thereof within five (5) days after the date hereof; provided, however, that Seller, at its sole cost and expense, shall be obligated to cure and remove of record by Closing (a) all mortgages, deeds of trust, judgment liens, mechanic's and materialmen's liens, and other monetary liens against the Property (other than (i) liens for taxes and assessments which are not delinquent, and (ii) the mortgage and other loan documents annexed hereto and made a commitment for an ALTA Homeowners Policy part hereof as Exhibit "C" (collectively, the "First Loan Documents")) which either secure indebtedness or can be removed by payment of Title Insurance a liquidated sum of money, whether or not Purchaser objects thereto, and (b) all liens, claims and encumbrances on or an ALTA Owner’s Policy affecting the Interests. If Seller does not timely cause all of Title Insurance when the ALTA Homeowners Policy Non-Permitted Encumbrances to be cured or removed of Title Insurance record and timely written notice thereof to be given to Purchaser, then, in such event, Purchaser may either (i) terminate this Agreement by providing written notice of termination to Seller, whereupon this Agreement shall terminate as provided in accordance with Section 13(b), or (ii) purchase the Interests subject to the Non-Permitted Encumbrances (other than liens that Seller is not applicable for issuance on the transactionobligated to cure or remove of record), in which event the amount Non-Permitted Encumbrances (other than liens that Seller is obligated to cure or remove 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 record) 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 (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 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 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 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 PropertyPermitted Encumbrances.

Title. (a) At Settlement Seller will convey to Buyer the Property free and clear of all liens, encumbrances, security interests, leases, licenses in favor of others, excepting, however, the "Permitted Exceptions" as defined and described on Paragraphs 2(c) and 2(d) hereof. Otherwise, title to the Property shall furnish Purchaser a commitment for an ALTA Homeowners Policy of be good, indefeasible and marketable, and such as will be insured as such by any reputable title insurance company insuring titles in the Philadelphia area which is chosen by Buyer (the "Title Insurance Company") at the regular rates to the extent of the full Purchase Price for the Property. (b) Within two (2) business days following execution of this Agreement, Buyer shall order a title commitment (the "Title Commitment") with respect to the Property from the Title Insurance Company (or an ALTA Owner’s Policy agent therefor) who will commit to issue to Buyer or Buyer's nominee a policy of Title Insurance when the ALTA Homeowners Policy of Title Insurance is not applicable for issuance on the transaction), title insurance in the amount referred to in Paragraph 2(a) above. Buyer shall deliver a copy of the Title Commitment to Seller within five (5) business days following receipt by Buyer of the Title Commitment, but in no event later than August 6, 1999, which shall be accompanied by Buyer's notice, if any, with respect to those items disclosed by Schedule B-II of the Title Commitment to be exceptions to title insurance which are unacceptable to Buyer. Those exceptions shown on Schedule B-II of the Title Commitment which are not indicated in Buyer's notice as being unacceptable shall be deemed to be the Permitted Exceptions for purposes of this Agreement (subject to the provisions of Paragraph 2(d) below. Within five (5) business days following receipt of Buyer's notice, Seller shall give notice to Buyer of those exceptions to title noted on Schedule B-II of the Title Commitment, if any, which the Buyer has indicated by its notice as being unacceptable and which Seller is unwilling or unable to cure. Seller shall have no obligation to cure or cause to be removed any exceptions that do not materially affect the use of the Property as an office building or exceptions #2, 3 and 10 through 12 and 16 on Seller's title report attached hereto as Exhibit "C" (which shall be Permitted Exceptions) which Seller is unwilling or unable to cure shall be added to and become a part of the Permitted Exceptions, except as provided in Paragraph 2(d) below, unless the Buyer, within five (5) business days following receipt of Seller's notice, sends notice of termination of this Agreement to Seller, in which event all monies paid on account of the Purchase Price, from a title company of Purchaser’s choosing. Such title evidence together with all interest earned thereon, shall be prepared paid immediately to Buyer, and issued by all parties shall be released from all liability or obligation to the other, and this Agreement shall then and thereafter be null and void. Seller If Buyer fails to provide the notice as required herein of exceptions being unacceptable, Buyer's rights shall pay be waived. Notwithstanding and without limiting the state filed title premium for above, exceptions on Exhibit C and exceptions on Schedule B II of Buyer's Title Report which do not materially affect the applicable ALTA Homeowners/Owners Policy that is issued at Closing. Purchaser shall pay all other title premiums and costs, in excess use 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 Property as an office building 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 Exceptions. (d) rights of tenants specifically disclosed to Purchaser in Paragraph 28 The foregoing notwithstanding, under no circumstance shall (1) a mortgage, judgment 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 other monetary lien against the Property, or uses which Purchaser has disclosed (2) a title exception created by Seller after the date of this Agreement, be included as a Permitted Exception, nor may Seller indicate in any notice that it is unwilling or unable to Seller cure the foregoing exceptions contained in writing(d) (1) or (2). If the title evidence reveals any other title defect(s)Provided however, Seller shall have thirty not enter into any agreements, easements, or restrictions prior to Settlement without Buyer's consent. (30e) At Buyer's option, Buyer shall, within five (5) business days following the date of this Agreement order the preparation of a survey of the Property showing not only the perimeter of the Property but also the placement of all buildings and other material improvements thereon as are commonly shown on an "as-built" survey prepared in accordance with the requirements of the Title Insurance Company as a condition to the removal of the survey exception from the standard printed exceptions in the title insurance policy. Without limitation of the foregoing, the survey shall state whether the Property is located in an area designated by an agency of the United States as being subject to flood hazards or flood risks. Within five (5) business days following receipt of the survey, but no later than August 13, 1999, Buyer shall send a copy thereof to Seller, together with a notice, if any, of Buyer's objections to encroachments or easements which materially affect the use of the Property as an office building (excluding Permitted Exceptions). Unless Seller is able to satisfy such objections to Buyer's sole satisfaction within five (5) business days after demand by Purchaser receipt of Buyer's notice, Buyer shall have the right to remove such defect(s) terminate this Agreement, in which event, all deposits and Closing other sums paid on account of the purchase price, together with all interest earned thereon shall be delayed accordinglypaid immediately to Buyer, and Buyer and Seller shall be released from all liability or obligation to the other, and this Agreement shall then and thereafter be null and void. Notwithstanding whether or not the Property is in a flood zone, Buyer shall not have the right to terminate this Agreement as a result thereof if flood insurance is available at commercially reasonable rates and Seller shall have no obligation in regard to the flood zone. (f) If Seller is unable to deliver the title at Settlement as required by this Agreement, and provided that such inability is not the result of any action or unwilling to remove inaction of Seller occurring on or after the defect(sdate of this Agreement, Buyer shall have the option of either (i) taking such title as Seller can give, without abatement of the Purchase Price, or (ii) of being repaid the Deposit (together with accrued interest, if any), Purchaser may accept title subject to and upon such defect(s) repayment there shall be no further liability or may terminate obligation by either of the parties hereunder and this Agreement shall become null and the termination procedures in Paragraph 21 void and of no force or effect, and all copies of this Agreement shall apply. The parties recognize and understand that an ALTA Homeowners/Owners Policy is an optional form of insurance be returned to protect the Purchaser from covered title issues relating to the PropertySeller for cancellation.

Title. Seller Buyer, at Buyer’s expense, shall furnish Purchaser obtain a title commitment (the “Title Commitment”) for an owner’s ALTA Homeowners Policy 2006 Standard Form of Title Insurance (or an ALTA Owner’s Policy of Title Insurance when from a national title insurance company selected by Buyer (the ALTA Homeowners Policy “Title Company”) in favor of Title Insurance is not applicable for issuance on the transaction), Buyer in the amount of the Realty Purchase Price, from a which shall cover the legal description of the Realty. The Title Commitment shall show Seller to be vested with fee simple title company to the Realty subject only to Permitted Exceptions (as defined below). Buyer shall have 30 days (the “Title Review Date”) within which to examine the Title Commitment. If Buyer finds title or the Survey (as defined below) to be defective, Buyer shall, no later than the Title Review Date to notify Seller in writing specifying the defect(s) (the “Title Objection Letter”). If Buyer fails to timely deliver the Title Objection Letter to Seller by the Title Review Date, then Buyer shall have waived its right to object to any matters relating to the status of Purchaser’s choosingtitle to the Realty or the Survey other than the Mandatory Cure Items (as defined below). Such title evidence If Buyer timely delivers the Title Objection Letter to Seller, then Seller shall be prepared and issued have the right to deliver to Buyer within five (5) Business Days after receipt of the Title Objection Letter (the “Title Response Period”) written notice as to which objections in the Title Objection Letter Seller will satisfy or cure by Closing (the “Title Cure Letter”). Seller shall pay be obligated to satisfy and cure at its cost and expense on or before Closing those matters it agrees to satisfy and cure in the state filed title premium for Title Cure Letter. In the applicable ALTA Homeowners/Owners Policy event that is issued at Closing. Purchaser Seller fails to timely deliver the Title Cure Letter to Buyer, Seller shall pay all other title premiums and costsbe deemed to have elected to not take any action with respect to the objections set forth in the Title Objection Letter, in excess which case Buyer shall have the right to terminate this Agreement by delivering a written notice of termination to Seller within five (5) Business Days after the expiration of the applicable ALTA Homeowners/Owners Policy premiumTitle Response Period, including but not limited to all lender required title insurance premiums and endorsementsupon which this Agreement shall terminate, the title commitmentEscrow Agent shall promptly return the Deposit and all interest earned thereon (if any) to Buyer, whereupon both parties shall be released from all further obligations under this Agreement, except from those that expressly survive its termination. If Seller timely delivers the Title Cure Letter to Buyer but refuses to satisfy and cure all objections set forth in the Title Objection Letter, then Buyer shall have the right to terminate this Agreement by delivering a written notice of termination to Seller within five (5) Business Days after receipt of the Title Cure Letter, upon which this Agreement shall terminate, the Escrow Agent shall promptly return the Deposit and all interest earned thereon (if any) to Buyer, whereupon both parties shall be released from all further obligations under this Agreement, except from those that expressly survive its termination. Prior to Closing, Buyer may cause the Title Commitment and Survey to be updated and if such updates reveals any new matters of record which are material and objectionable to Buyer, and the title search/exam cost. The title commitment same is not caused by, through or under Buyer (which matters Buyer shall be continued obligated to accept), Buyer shall immediately notify Seller of same and such defect(s) shall be treated in the same manner as title defects are treated under this paragraph. 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 set forth contrary contained in this Agreement, (c) and in addition to those liens matters that Seller expressly agrees to satisfy and mortgages that will be released at (or before) Closing and removed from title, (d) rights of tenants specifically disclosed to Purchaser cure in Paragraph 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)Title Cure Letter, Seller shall be obligated to have thirty taken on or before Closing the necessary action to satisfy, delete, release and/or discharge from the Title Commitment and/or public record (30as applicable) days after demand by Purchaser payment, bonding, or otherwise, the following matters whether or not objected to remove such defect(sin the Title Objection Letter (the “Mandatory Cure Items”): (i) any liens, judgments, mortgages, tax warrants or other liquidated monetary encumbrances of record which affect the Realty and which can be satisfied and discharged by payment of a liquidated sum; (ii) any open permits and/or existing code violations affecting the Realty; and (iii) those matters that Seller agrees to satisfy and cure in the Title Cure Letter or is deemed to have agreed to satisfy as set forth above. Seller shall convey the Realty to Buyer at Closing shall be delayed accordingly. If Seller is unable by limited warranty deed free and clear of all liens, claims and encumbrances, other than (i) taxes for the current year not yet due and payable; (ii) zoning ordinances affecting the Realty; (iii) encumbrances arising by, through or unwilling under Buyer; and (iv) any title matters to remove which Buyer does not timely object to or accepts in accordance with the defect(s), Purchaser may accept title subject to such defect(s) or may terminate this Agreement and the termination procedures in Paragraph 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 Propertyforegoing provisions.

Title. Seller shall furnish (A) During the Due Diligence Period, Purchaser may obtain, at Purchaser's expense, a commitment for an ALTA Homeowners Policy 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 title insurance on the transaction), in standard form A.L.T.A. owner's policy (collectively the amount of the Purchase Price, "Title Report") from a title company of selected by Purchaser (“Purchaser’s choosingTitle Company”). Such title evidence The Seller agrees to provide such reasonable assistance as Purchaser may request relating to the Seller’s title, at no cost or expense to Seller. The Purchaser agrees to give the Seller a copy of the Title Report (which is one of the Purchaser Reports) which Seller will use in the preparation of the Deed, as defined below, by the Seller. Notwithstanding any provision to the contrary, the Seller agrees to satisfy or obtain at its cost releases for all mortgages, judgments, tax liens, mechanics’ liens or other similar sum certain liens encumbering the Property at Closing, none of which shall be prepared and issued by . Seller shall pay included in Permitted Encumbrances hereunder. (B) In the state filed title premium for event that the applicable ALTA Homeowners/Owners Policy that is issued at Closing. Purchaser shall pay all other object to any title premiums and costs, in excess matter or matter shown on an ALTA survey of the applicable ALTA Homeowners/Owners Policy premiumProperty (the “Title Objections”), including but not limited Purchaser shall give written notice 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 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 Seller promptly following receipt of the PropertyTitle Report but in any event, or uses which Purchaser has disclosed to Seller in writing). If within 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 accordinglyDue Diligence Period. If Seller is unable shall fail or unwilling refuse to remove satisfy the defect(s)Title Objections, subject to Seller’s obligation to cure monetary encumbrances as provided in Section 7(A) above, within five (5) days of written notice of such Title Objections, the Purchaser may accept shall have the option of accepting title subject to such defect(s) matters or may of receiving a return of the Deposit and terminating this Agreement without further liability of either party to the other, other than the Purchaser indemnities pursuant to Section 6(D). If Purchaser does not terminate this Agreement Agreement, Purchaser shall be deemed to have waived any Title Objections which Seller has not agreed to satisfy (the “Waived Title Objections”). (C) Seller shall convey and Purchaser shall accept title to the Property by Deed, as defined below, subject to the Leases and the termination procedures Permitted Encumbrances. “Permitted Encumbrances” includes (a) the rights of Tenants; (b) taxes and assessments for the current year and subsequent years not yet due and payable; and (c) the Waived Title Objections; (d) any laws, regulations or ordinances (including, but not limited to, zoning, building and environmental matters) as to the use, occupancy, subdivision or improvement of the Property adopted or imposed by any governmental agency; (e) the standard printed exceptions, stipulations and exclusions from coverage contained in Paragraph 21 shall apply. The parties recognize and understand that an the ALTA Homeowners/Owners Policy is an optional form of insurance to protect Owner's Policy of Title Insurance, with extended coverage, which cannot be removed by the performance of Seller’s obligations under this Agreement; and (f) any item created by, through or under Purchaser from covered title issues relating to (collectively, the Property“Permitted Exceptions”).

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.c 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 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’ 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 28 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 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 PropertyCommitment.

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 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 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)or survey 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 21 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. As soon as practicable after the Effective Date, Seller shall furnish Purchaser obtain and deliver to Buyer a commitment for an ALTA Homeowners Policy of by the Title Insurance Company (or “Commitment”) to issue an ALTA Owner’s Policy of title insurance policy (“Title Insurance when Policy”) with respect to the ALTA Homeowners Policy of Title Insurance is not applicable for issuance on Property. Buyer shall have until the transaction), in the amount expiration of the Purchase Price, from a title company Due Diligence Period to review the Commitment and provide written notice to Seller 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 any objections Buyer may reasonably have 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 any item set forth in this Agreement, (c) those liens and mortgages the Commitment that will be released at (or before) Closing and removed from title, (d) rights of tenants specifically disclosed adversely affects title to Purchaser in Paragraph 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 Buyer fails to notify Seller of any such title objection prior to the expiration of Due Diligence Period, Buyer shall be deemed to have approved all such matters set forth in the Commitment. If Buyer notifies Seller of any title evidence reveals any other title defect(sobjection(s), Seller shall have thirty either: (30i) cure such objections prior to the Closing Date or (ii) decline to cure such objections. If Seller elects to cure such objections, it shall so notify Buyer within ten (10) days after demand by Purchaser to remove such defect(s) and Closing shall be delayed accordinglyreceipt of Buyer’s title objections notice. If Seller elects to attempt to cure any such title objection, then Seller may, by written notice to Buyer, extend the Closing Date for such period of time as is reasonably necessary to cure the title objection, but in no event longer than sixty (60) days. If Seller elects not to cure such objection or is unable to cure such objection prior to the Closing Date, Buyer may either waive such objections in writing and proceed to Closing without a reduction in the Purchase Price 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. In the event Buyer terminates this Agreement, the Parties shall be fully released from any further obligation to the other under this Agreement and shall be entitled to demand and be entitled to the termination return of the Xxxxxxx Money Deposit, the same being Buyer’s sole and exclusive remedy. On the Closing Date, the Title Company shall update its Commitment with respect to the Property and, in the event any exceptions appear which have not been previously approved (or waived) by Buyer, then Buyer shall have the right to object, in which case the same procedures in Paragraph 21 for title objections and cure as set forth above shall apply. The parties recognize On the Closing Date, Seller shall execute and understand that an ALTA Homeowners/Owners deliver affidavits and other closing documents which are reasonably required in order for the Title Company to issue the Title Policy is an optional form (with standard exceptions deleted) to Buyer. All charges of insurance to protect the Purchaser from covered title issues relating to Title Company in connection with the Propertyissuance of the Commitment and the Title Policy shall be split equally between the Seller and the Buyer. Each Party will pay its own escrow fee in connection with services by Escrow Agent as escrow agent.

Title. Seller shall direct the Trust to convey to Buyer by warranty deed (the "Deed"), 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). As promptly as possible after the date of this Agreement, Seller shall furnish Purchaser Buyer with a commitment copy of the most recent title policy for an ALTA Homeowners Policy of the Property in Seller's possession and Buyer shall obtain from LandAmerica Title Insurance Corporation, Boston NCS office, Attention: Robert Soule, Esq. (or an ALTA Owner’s Policy the "Title Insurer") a Commitment For Titlx Xxxxxxxxx with copies of Title Insurance when 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, exceptions set forth in Schedule B of the Commitment and the title search/exam cost. The title commitment shall be continued to any other matters of record existing as of the date of Closing the Commitment shall be deemed accepted by Buyer. If any exceptions are unacceptable to Buyer and shall show record title to be marketable Buyer timely notifies Seller in the name writing of such fact as above provided, Seller, free and clear from material defectsin Seller's sole discretion, 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 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 from the date Seller receives notice of such unacceptable exceptions to remove or cure such defect(s) and exceptions, except with respect to the Mortgage 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 ten (10) 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 period above provided, Buyer may (a) terminate this Agreement within ten (10) days after Seller gives notice, or is unable deemed to have given notice, that Seller refuses to cure such unacceptable exceptions and the Deposit shall be returned to Buyer, or unwilling (ii) if Buyer fails to remove the defect(s)so terminate, Purchaser may 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(s) cure or may terminate this Agreement remove by Closing all mortgages and deeds of trust against the termination procedures in Paragraph 21 shall apply. The parties recognize Property, specifically excepting the mortgage and understand that an ALTA Homeowners/Owners Policy is an optional form of insurance to protect the Purchaser from covered title issues other recorded documents relating to the PropertyExisting Loan (collectively, the "Mortgage Liens") or other monetary liens not exceeding $50,000 in the aggregate.

Title. Seller (a) Title to the Real Property shall furnish Purchaser be (i) free of all claims, liens and encumbrances other than the Permitted Exceptions (as defined below), and (ii) insurable by a reputable title insurance company at the then current filed rates, without exception other than for the Permitted Exceptions. (b) Within three (3) days from the date of this Agreement, Buyer shall order from the Title Company a title insurance commitment for an ALTA Homeowners Policy owner’s policy of Title Insurance title insurance covering the Real 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”), together with copies of all of the exceptions listed thereon. Buyer shall instruct the Title Company to deliver a copy of the Commitment and copies of all of all exceptions listed thereon to Seller simultaneously with their delivery to Buyer. Buyer shall notify Seller in writing (“Buyer’s Title Notice”) no later than forty (40) days after the date of this Agreement of any title exceptions identified in the amount of the Purchase Price, from a Commitment which Buyer disapproves. Any title company of Purchaser’s choosing. Such title evidence exception not disapproved in writing within said time period shall be prepared deemed approved by Buyer and issued by shall constitute a “Permitted Exception” for purposes of this Agreement. In addition to the foregoing, Seller and Buyer hereby agree that those items listed on Exhibit B attached hereto shall constitute “Permitted Exceptions”. Seller shall pay the state filed have no obligation to cure or remove any title premium for the applicable ALTA Homeowners/Owners Policy that is issued at Closing. Purchaser shall pay all other title premiums and costsexception; however, in excess regardless of whether Buyer disapproves of any 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 following 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 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)Buyer’s Title Notice, Seller shall have thirty at Settlement pay any mortgage, lien or charge in a fixed or ascertainable amount which is not a Permitted Exception. Within seven (307) days after demand Seller’s receipt of Buyer’s Title Notice, Seller shall notify Buyer in writing of any title exceptions that have been disapproved by Purchaser to remove such defect(s) and Closing shall be delayed accordingly. If Buyer which Seller is unable or unwilling to remove cause to be removed or insured against prior to or at Settlement and, with respect to such exceptions, Buyer’s sole right shall be to elect, by giving written notice to Seller within five (5) days thereafter, either (x) to terminate this Agreement, or (y) to waive its disapproval of such exceptions, in which case such exceptions shall then be deemed to be Permitted Exceptions. Buyer’s failure to give such notice when required shall be deemed an election to waive the defect(sdisapproval of any such exception. In the event Buyer elects to terminate this Agreement in accordance with clause (x) above, the Deposit shall be immediately refunded to Buyer, and this Agreement shall become null and void and neither party shall have any liability or obligation hereunder, except for those obligations which are expressly stated to survive termination of this Agreement. If Seller elects to cause to be removed or insured any title exceptions which Buyer has disapproved in Buyer’s Title Notice as aforesaid (other than any mortgage, lien or charge in a fixed or ascertainable amount which is to be paid by Seller at settlement), Purchaser may accept title subject Seller must do so no later than five (5) days prior to Settlement, and in the event Seller fails to do so, Buyer’s sole right shall be to elect, by giving written notice to Seller within three (3) days thereafter, either (x) to terminate this Agreement, or (y) to waive its disapproval of any such defect(s) or may terminate exceptions, in which case such exceptions shall then be deemed to be Permitted Exceptions. Buyer’s failure to give such notice when required shall be deemed an election to waive the disapproval of any such exception. Between the date of this Agreement and the termination procedures in Paragraph 21 Settlement Date, Seller shall apply. The parties recognize not voluntarily encumber the Real Property except with mortgages that will be paid or released at Settlement. (c) Seller shall provide to the Title Company such releases, documents, indemnities and understand that an ALTA Homeowners/Owners Policy is an optional affidavits as shall be reasonably necessary to permit Buyer to obtain affirmative title insurance against filed and unfiled mechanics liens arising from the actions or inactions of Seller and shall also provide to the Title Company a form of insurance to protect the Purchaser from covered title issues 1099S information return relating to the Property. (d) Seller shall indemnify Buyer and hold Buyer harmless from and against any liability, cost or expense (including reasonable attorneys’ fees) arising from Seller’s failure to comply with the Pennsylvania “Bulk Sales” provisions of 69 P.S.A. ˜ 529. Seller shall deliver to Buyer when the same is received, either prior to or following Settlement, copies of all Bulk Sales clearance certificates received by Seller from the Pennsylvania Department of Revenue. At Settlement, Seller shall also deliver to the national title insurance company insuring Buyer’s title to the Real Property a similar indemnity or such other assurances as such title company shall reasonably require to remove any exception to Buyer’s title insurance commitment for unsettled Pennsylvania tax liabilities of Seller. The provisions of this Section shall survive Settlement hereunder.

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 the name of SellerReal Property, free and clear from material defectsof all liens, liens claims and encumbrancesencumbrances created by Seller, except (a) those created or assumed by Purchaser, for the matters set forth on Exhibit F attached hereto. (b) those specifically Seller shall provide to Purchaser preliminary commitments for title insurance for the Real Property as soon as practical after execution hereof, including copies of all exception documents referred to in such title commitments (the "Title Commitments"). Purchaser shall have until close of business on the 30th day after receipt of such title commitments (the "Title Review Period") to notify Seller of any objections Purchaser has to any matters shown or referred to in the title commitments. Any title encumbrances or exceptions that are 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 the title commitment to Purchaser in Paragraph 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 does not object during the period specified and the encumbrances described on Exhibit "F" shall be deemed to Seller in writingbe permitted exceptions to the status of Seller's title (the "Permitted Encumbrances"). If With regard to items to which Purchaser does object within the title evidence reveals any other title defect(s)period specified, Seller shall have thirty (30) days after demand by Purchaser attempt to cure and remove such defect(s) and Closing shall be delayed accordinglyitems prior to Closing. If Seller is unable or unwilling fails to cure or remove the defect(s)such items by October 15, 2002, Purchaser may accept title either waive its objection and proceed with closing, or terminate this Agreement with respect to the specific parcel(s)of Real Property subject to the objection(s) by written notice to Seller no later than October 18, 2002. In the event Purchaser terminates this Agreement with respect to specific parcel(s) of Real Property pursuant to the provisions of this Paragraph, Purchaser shall receive a credit against the Purchase Price at Closing in the amount of the number of acres of Real Property so removed from Closing times the average price per acre paid for all acres that are the subject of this Agreement. The foregoing notwithstanding, in the event Purchaser objects to title matters within the Title Review Period and Seller is unable or unwilling to cure such defect(stitle objections by October 15, 2002, and the value of the Real Property which is the subject of such title objections exceeds fifteen percent (15%) or of the Purchase Price, then Purchaser may terminate this Agreement by giving written notice of such termination by October 18, 2002 to Seller, whereupon no party hereto will have any further rights or obligations hereunder, except as may otherwise be expressly provided herein. Any determinations of such values will be mutually agreed upon by Purchaser and Seller, or if Purchaser and Seller are unable to agree, then such values will be determined pursuant to paragraph 25 below. If Purchaser fails to give such notice of termination to Seller within the times specified, the objection(s) shall be deemed waived by the Purchaser. (c) At or prior to the Closing, Seller will cause any monetary liens, mortgages, deeds to secure debt and deeds of trust encumbering the Real Property to be satisfied or otherwise removed. (d) Except for the Permitted Encumbrances and the termination procedures matters shown in Paragraph 21 shall apply. The parties recognize and understand that an ALTA Homeowners/Owners Policy is an optional form Exhibit F, so long as this Agreement remains in force, Seller will not lease, encumber or convey all or part of insurance to protect the Purchaser from covered title issues relating to Assets or any interest therein, without the Propertyprior written consent of Purchaser.

Title. Seller Buyer's obligation to purchase the Partnership Interests shall furnish Purchaser be conditioned upon the Partnership then holding good and clear record and marketable fee simple title to the Real Property, subject only to the Permitted Exceptions (as hereinafter defined). In connection herewith, on or prior to the date of this Agreement General Partner has provided to Buyer a commitment copy of the existing lender’s title insurance policy for the Real Property. As promptly as possible after the date of this Agreement, Buyer shall obtain at its sole expense from the Title Company, a Commitment For Title Insurance for an ALTA Homeowners Policy of Owner's Form B Title Insurance Policy with such endorsements as Buyer shall reasonably require and all legible copies of all instruments and plans mentioned therein as exceptions to title (or an ALTA Owner’s Policy all of Title Insurance when 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. Should the Commitment contain any title exceptions which are not acceptable to Buyer, from a title company in its sole discretion, Buyer shall, prior to the expiration of Purchaser’s choosingthe Inspection Period, notify Seller of such exceptions. Such title evidence If Buyer fails to so notify Seller of any such exceptions as described above, the exceptions set forth in Schedule B of the Commitment shall be prepared deemed accepted by Buyer (all such exceptions being referred to herein as the “Permitted Exceptions”). If any exceptions are unacceptable to Buyer 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 costsBuyer timely notifies General Partner in writing of such fact as provided above, General Partner, in excess its sole discretion, shall have ten (10) business days from the date General Partner receives notice of such unacceptable exceptions to cause the Partnership to remove or cure such exceptions, to Buyer's reasonable satisfaction, except with respect to the Monetary Liens (as hereinafter defined), which General Partner shall cause the Partnership to remove or cure before the Closing with funds of the applicable ALTA Homeowners/Owners Policy premiumPartnership. General Partner shall be deemed to have given notice to Buyer that General Partner refuses to cure any unacceptable exceptions, including but not limited which General Partner may so do in its sole discretion, unless General Partner, within such ten (10) business day period, shall notify Buyer in writing that General Partner will attempt to all lender required title insurance premiums and endorsementscure such unacceptable exceptions. If General Partner fails or refuses to cure, or to cause the title commitmentPartnership to cure, said unacceptable exceptions within the time period above provided, Buyer may (a) terminate this Agreement on or before ten (10) business days after the later of the date of General Partner's written notice furnished as described above or the expiration of the aforesaid ten (10) business day notice period afforded General Partner, and the title search/exam cost. The title commitment Deposit shall be continued returned to the date of Closing and shall show record title to be marketable in the name of SellerBuyer, free and clear from material defects, liens and encumbrances, except (a) those created or assumed by Purchaser, (b) those specifically set forth in this Agreementif Buyer fails to so terminate, (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 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 Buyer shall be delayed accordingly. If Seller is unable or unwilling deemed to remove the defect(s), Purchaser may have waived such exceptions and accept title subject to such defect(s) or may terminate this Agreement and thereto, in which event there shall be no reduction in the termination procedures in Paragraph 21 shall applyPurchase Price. 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 Notwithstanding anything to the Propertycontrary contained herein, Buyer is deemed to have rejected, without any need for further notice, all mortgages (except the Existing Mortgage), deeds of trust, liens of mechanics' liens, attachments, judgments, liens to secure the payment of income taxes of Seller or Seller's constituents, delinquent property tax and assessment liens against the Real Property and any other liens against the Real Property that can be removed by the payment of a sum other than real estate taxes collected in arrears but not yet then due and payable (collectively, "Monetary Liens"), and Seller agrees, at the sole cost and expense of the Partnership, to cause all such Monetary Liens to be released or removed prior to the Closing Date.

Title. Purchaser may, at any time prior to the expiration of ten (10) days after receipt of the last of the Title Commitment, the Title Commitment Documents and Survey, but no later than the expiration of the Inspection Period (the "Title Review Period"), object in writing to any liens, encumbrances, and other matters reflected by the Title Commitment or Survey. All such matters to which Purchaser so objects shall be "Non-Permitted Encumbrances". If no such objection is delivered by Purchaser to Seller during the Title Review Period with respect to a matter reflected on the Title Commitment or Survey, such matters as to which no objection was delivered shall be "Permitted Encumbrances". Seller may, but shall not be obligated to, at its cost, cure or otherwise remove all Non-Permitted Encumbrances within ten (10) days after Seller’s receipt of Purchaser’s written objections (such ten (10) day period being referred to herein as the "Cure Period"); provided, however, Seller shall furnish not be required to attempt to cure any of such objections or to incur any expenses in connection therewith. If Seller does not cause or commit in writing to cause all of the Non-Permitted Encumbrances to be removed or cured within the Cure Period, then Purchaser may either (a) terminate this Agreement by delivering written notice to Seller on or prior to the last day of the Inspection Period, or (b) by failing to terminate this Agreement by written notice delivered to Seller on or prior to the last day of the Inspection Period, Purchaser shall be deemed to have waived all of Purchaser’s uncured objections and to have elected to purchase the Property subject to the Non-Permitted Encumbrances and such Non-Permitted Encumbrances shall thereafter be Permitted Encumbrances. It shall be a commitment for condition to Purchaser's obligation to close that the Title Company shall issue an ALTA Homeowners Owner's Policy of Title Insurance (or an ALTA Texas Form T-1 (Rev. 2/1/2010)) (the "Owner’s Policy of Title Insurance when the ALTA Homeowners Policy of Title Insurance is not applicable for issuance on the transaction), 's Policy") to Purchaser in the amount of the Purchase Price, from a insuring that Purchaser has good and indefeasible fee simple title company to the Property, subject only to the Permitted Encumbrances and showing that all requirements applicable to Seller have been satisfied. The cost of Purchaser’s choosing. Such title evidence shall be prepared and issued by . Seller shall pay the state filed title basic premium for the applicable ALTA Homeowners/Owners Owner's 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, be paid by Seller and the title search/exam cost. The title commitment costs for any endorsements to the Owner's Policy 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 paid 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 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 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 shall furnish Purchaser a commitment for (a) Buyer has obtained an ALTA Homeowners Policy of Owners Title Insurance Commitment (or an ALTA Owner’s Policy of the "Title Insurance when Commitment") with respect 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 . 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 Fxxxxxxx Real Property prior to the date of this Agreement from Commonwealth Land Title Insurance Company (the "Title Insurer"). Buyer has previously delivered a complete copy of the Title Commitment to the attorneys of Seller set forth in Section 11.1 with a written notice specifying any Liens or other defects of title other than the Permitted Title Exceptions (together with true and complete copies of any such Liens or other defects of title). Buyer shall notify such attorneys of Seller in writing of any Liens or defects of title disclosed in any update or continuation of the Title Commitment within seven days of Buyer's receipt thereof (and provide Seller within such seven day period with true and complete copies of any such other Liens or defects of title). Except as expressly provided in Section 5.19(b) of this Agreement, Seller shall have no obligation to cure any such title objections. If, after having received Buyer's notice of title objections which Seller is not obligated to remove pursuant to Section 5.19(b) hereof, Seller gives notice of its election not to cure same (or is unable to do so), Buyer shall either (i) elect within ten business days after Seller shall have given such notice to accept such title as Seller is able to convey without any reduction or abatement of the Purchase Price or (ii) elect to terminate this Agreement. Failure of Buyer to notify Seller of its election within such ten business day period shall be deemed to constitute Buyer's election to accept such title. In the event that Buyer shall elect to terminate this Agreement, this Agreement shall wholly cease and terminate and neither of the parties shall have any further liabilities or obligations hereunder, other than those which expressly survive the termination of this Agreement. Seller shall be entitled to reasonable adjournments of the Closing and to cure any title objections, which adjournments shall show record title to be marketable not exceed 60 days in the name aggregate, but in no event shall any such adjournment delay the Closing beyond February 15, 2006. If, at the end of Sellersuch 60 day period, free and clear from material Seller has still failed to cure such title defects, liens and encumbrancesBuyer shall have the right to terminate this Agreement. Nothing herein contained shall obligate Seller to bring any action or proceeding or, except (a) those created or assumed by Purchaser, (b) those specifically set forth as expressly provided in this Agreement, otherwise to incur any expense in order to cure any title objection or to continue with or to succeed in such cure. (b) Notwithstanding anything to the contrary contained in Section 5.19(a) hereof, if the Title Commitment (or any update or continuation thereof) discloses any Lien affecting the Fxxxxxxx Real Property, other than the Permitted Title Exceptions, which either (i) was placed of record by Seller or with Seller's express written consent, including that certain mortgage securing the amount of $100,000,000.00 from Seller to Foothill Capital Corporation, as Agent, recorded in Real Property Book 2002, Page 75198 in the office of the Judge of Probate of Lauderdale County, Alabama, or (ii) may be satisfied by the payment of a liquidated sum of money not to exceed, in the aggregate for all such encumbrances, $1,000,000 then, in any such case, Seller shall be obligated to take such action as is required on the part of Seller to have such Lien removed of recorded and omitted as an exception from the title insurance coverage provided to Buyer and its lender by the Title Insurer. (c) those liens If a search of the title discloses judgments, bankruptcies or other returns against other Persons having names the same as or similar to that of Seller, Seller shall, on request, deliver to Buyer and mortgages the Title Insurer a certification in form and substance reasonably satisfactory to Seller and the Title Insurer certifying that will be released at (such judgments, bankruptcies or before) Closing and removed from title, other returns are not against Seller. (d) rights Buyer shall pay the cost of tenants specifically disclosed to Purchaser in Paragraph 28 or the Leased Property Addendum, Buyer's policy of title insurance and of any survey obtained by Buyer. (e) zoning ordinancesUnpaid Liens for Taxes, water charges and assessments which Seller is obligated to pay and discharge shall not be title objections but, at the option of Seller, the amount thereof, plus interest and penalties thereon, shall be deducted from the balance of the Purchase Price to be paid hereunder or paid by Seller, subject to the provisions for apportionment of Taxes and water charges contained herein. (f) legal highwaysIf, on the Closing Date, there shall be financing statements which were filed more than five years prior to the Closing Date and which were not continued, such financing statements shall not be deemed to be a title objection, provided that (i) the Title Insurer gives Buyer and its lender, if any, affirmative coverage against any loss or damage (including reasonable attorneys' fees and expenses of litigation) resulting from the enforcement or attempted enforcement of the security interest evidenced by such financing statement(s) or (ii) each such financing statement is omitted as an exception from the title insurance coverage provided to Buyer and its lender, if any, by the Title Insurer. (g) restrictions In the event there are unpaid state franchise Taxes and/or municipal corporate business Taxes due from any Persons in the chain of title, which franchise Taxes and/or municipal business Taxes are or may be a Lien upon the Fxxxxxxx Real Property, such Taxes shall not be a title objection, provided that the Title Insurer (i) shall afford Buyer and utility easements its lender, if any, affirmative coverage against any loss or damage (including reasonable attorneys' fees and expenses of record litigation) resulting from the enforcement or attempted enforcement of any such execution or Lien or (unless they unreasonably interfere with the location ii) shall otherwise insure Buyer and its lender, if any, against collection of existing buildings, the present use such Taxes out 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 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 Fxxxxxxx Real Property.

Title. Seller (a) Within twenty (20) days from the date hereof, the GDC Owners shall furnish Purchaser a commitment promptly order, at the sole cost and expense of the GDC Owners, commitments for an ALTA Homeowners Policy of Title Insurance (owner’s fee title insurance policy 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 policies with respect to each of the Purchase PriceProperties (collectively, the “Title Commitment”) from a title company or agent selected by the GDC Owners (the “Title Company”) and shall request that the Title Company deliver a copy of Purchaser’s choosingthe Title Commitment, together with true and complete copies of all instruments giving rise to any defects or exceptions to title to the Properties to the the GDC Owners’ attorneys at the same time as the GDC Owners receive the Title Commitment. Such If the Title Commitment indicates the existence of any Liens, encumbrances or other defects or exceptions in or to title evidence to the Properties other than Acceptable Encumbrances, such Liens, encumbrances, defects and exceptions shall be prepared deemed “Unacceptable Encumbrances” subject to which the GDC Owners are unwilling to consumate the Mergers unless ARA notifies the GDC Owners in writing (such notice, the “Title Notice”) that the ARA Companies, the AII Companies and issued the Property Owners are unable to cause such Unacceptable Encumbrances to be removed and in such event any items contained in the Title Notice shall be deemed waived by . Seller shall pay the state filed title premium for GDC Owners unless the applicable ALTA Homeowners/GDC Owners Policy that is issued at Closing. Purchaser shall pay all other title premiums and costs, in excess notify ARA within fifteen (15) days of its receipt of the applicable ALTA Homeowners/Title Notice that the GDC Owners Policy premiumdo not so waive such Unacceptable Encumbrances and are unwilling to consumate the Mergers subject to such Unacceptable Encumbrances. With respect to the Conditional Permitted Encumbrances, including but not limited to all lender required title insurance premiums and endorsementshowever, the title commitmentGDC Owners shall notify ARA within ten (10) Business Days of the later to occur of (x) the GDC Owners’ receipt of all recorded documents relating thereto, and (y) the title search/exam costdate hereof, if any of same shall be deemed Unacceptable Encumbrances. The GDC Owners’ failure to so notify ARA within such ten (10) Business Day period shall constitute approval thereof. After receipt of the Title Commitment (to the extent that there are separate commitments for each of the Properties, the date of receipt of the Title Commitment shall refer to the date that the commitment for each of the Properties has been received by the GDC Owners) (the “Title Commitment Receipt Date”), the ARA Companies and the AII Companies shall, or shall cause the Property Owners to, eliminate or cure the Unacceptable Encumbrances subject to the terms of this Section 12.04. The GDC Owners may designate Liens, encumbrances or other defects or exceptions in or to title commitment shall be continued to the Properties not set forth in the Title Commitment as Unacceptable Encumbrances if (i) such additional Liens, encumbrances, defects or exceptions are first raised or otherwise communicated by the Title Company to the GDC Owners subsequent 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 28 Title Commitment Receipt Date or the Leased Property Addendum, (e) zoning ordinances, (f) legal highwaysGDC Owners shall otherwise first discover same or be advised of same subsequent to the Title Commitment Receipt Date, and (gii) restrictions and utility easements of record (unless they unreasonably interfere with the location of existing buildings, the present use GDC Owners shall promptly notify ARA of the Property, same promptly after the GDC Owners first become aware of the same. ARA and the GDC Owners may mutually agree to adjourn the Closing one or uses which Purchaser has disclosed more times for up to Seller in writing). If the title evidence reveals any other title defect(s), Seller shall have thirty (30) days after demand by Purchaser in the aggregate in order to remove eliminate or cure the Unacceptable Encumbrances, provided, however, that the Unacceptable Encumbrances are reasonably susceptible to being eliminated or cured within such defect(sthirty (30) day period and Closing shall be delayed accordinglythe ARA Companies and the AII Companies diligently proceed, or cause the Property Owners to diligently proceed, to eliminate or cure such Unacceptable Encumbrances. If Seller the ARA Companies and the AII Companies are unable (subject to Section 12.04(b)) (A) to, or to cause the Property Owners to, (I) eliminate or cure all Unacceptable Encumbrances not waived by the GDC Companies or (II) arrange for title insurance acceptable to the GDC Companies insuring against enforcement of such Unacceptable Encumbrances against, or collection of the same out of, the Properties, and (B) to cause the Property Owners to have title to the Properties in accordance with the terms of this Agreement on or before the Closing Date (whether or not the Closing is unable or unwilling to remove the defect(sadjourned as provided in this Section 12.04(a)), Purchaser may accept title the GDC Owners shall elect on or prior to the Closing Date, as their sole remedy for such inability of the ARA Companies and the AII Companies, either (A) to terminate this Agreement by notice given to the ARA Companies pursuant to Section 20.01(b)(iii) or (B) to consumate the Mergers subject to such defect(sUnacceptable Encumbrances, accept title to same Properties and, at the election of the GDC Owners, (x) receive credit against, or may terminate this Agreement reduction of, the Merger Consideration to the extent of the cost of eliminating or curing such Unacceptable Encumbrances mutually agreed upon by the GDC Owners and ARA or (y) initiate a claim under Article XIV with respect to the existance of such Unacceptable Encumbrances. (b) The ARA Companies and the termination procedures AII Companies shall, or shall cause the Property Owners to, (i) satisfy mortgages, real estate taxes (excluding real estate taxes or assessments which are not delinquent as of the Closing Date), mechanic’s liens, assessments and judgments against any of the Property Owners constituting a lien against the Properties (other than the Loan Documents) (collectively, “Mandatory Removal Liens”) and (ii) remove, discharge or satisfy all other Liens on the Properties which can be eliminated by payment of amounts not to exceed $1,000,000 in Paragraph 21 the aggregate (“Additional Removed Liens”). Without limiting the generality of the preceding provisions of this Section 12.04(b), for all purposes of this Agreement, the failure or refusal of the ARA Companies, the AII Companies and the Property Owners (i) to bring any action or proceeding, to make any payments or to otherwise incur any expense in order to eliminate or cure Unacceptable Encumbrances that are (A) not Mandatory Removal Liens, (B) in excess of the Additional Removed Liens and (C) not waived by the GDC Companies or (ii) to arrange for title insurance acceptable to the GDC Companies insuring against enforcement of Unacceptable Encumbrances against, or collection of the same out of, the Properties, shall applynot be a default by ARA, AII, the ARA Companies or the AII Companies hereunder (willful or otherwise). Notwithstanding any other provision hereof, any Unacceptable Encumbrance that was placed on the Properties, directly or indirectly, by, as result of the act or ommision of, or with the consent of, ARA, AII, any ARA Company, any AII Company or any Property Owner shall be removed or discharged by the ARA Companies or the AII Companies, respectively, prior to Closing regardless of amount or nature thereof, unless the GDC Companies otherwise consents in writing. (c) If, on the Closing Date, there are any Liens or other encumbrances which the ARA Companies and the AII Companies must, or must cause the Property Owners to, pay or discharge in order to cause the Property Owners to have such title to the Properties as is herein required, the ARA Companies may reduce the Second Step Merger Consideration by such amount and the GDC Companies shall satisfy the same, provided: (i) The ARA Companies shall deliver to the GDC Companies or the Title Company, at the Closing, instruments in recordable form (if recording is appropriate) and sufficient to satisfy such Liens or other encumbrances together with the cost of recording or filing said instruments; or (ii) The ARA Companies, having made arrangements with the Title Company, shall deposit with said company sufficient monies acceptable to said company to insure the obtaining and the recording of such satisfactions, if such Liens or other encumbrances can be discharged by the payment of a liquidated amount of money and omitted from the Title Commitment. The parties recognize and understand existence of any such Liens or other encumbrances shall not be deemed a failure to satisfy a condition of the Closing if the ARA Companies shall comply with the foregoing requirements. (d) The GDC Companies agree to provide, as directed by AII, by a wire transfer at Closing, the outstanding amount of the Second Step Merger Consideration payable pursuant to Section 4.01, in order to facilitate the satisfaction or discharge of any Liens or other encumbrances. (e) Any franchise or corporate tax open, levied or imposed against the Property Owners or other owners in the chain of title that may be a Lien on a Property on the Closing Date, shall not be an ALTA Homeowners/Owners Policy is an optional form of insurance objection to protect title if the Purchaser Title Company omits same from covered the title issues relating policy issued pursuant to the PropertyTitle Commitment. If Lender requires an updated title policy (including any endorsements thereto), the franchise or corporate tax open, levied or imposed against the Property Owners or other owners in the chain of title that may be a Lien on a Property on the Closing Date shall be omitted from the title policy issued to Lender. (f) If a search of title discloses judgments, bankruptcies or other returns against other persons or entities having names the same as or similar to that of the Property Owners, the ARA Companies will deliver to the GDC Companies and the Title Company an affidavit, in form and substance acceptable to the Title Company, stating that such judgments, bankruptcies or other returns are not against the Property Owners, whereupon, provided the Title Company omits such returns as exceptions to title or provides affirmative coverage with respect thereto acceptable to the GDC Companies, such returns shall not be deemed an objection to title.

Title. Seller shall furnish 6.1 Purchaser may, at its sole cost and expense, order (a) 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)Property issued by the Title Company reporting on the condition of title to the Property and committing to issue title insurance to Purchaser, in the amount and (b) a survey 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 endorsementsProperty (collectively, the title commitment, insurance 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 survey being 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 Agreement referred to Purchaser in Paragraph 28 or as 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 Report"). If the title evidence reveals any other title defect(s), Seller shall have Within thirty (30) days after demand by of the Effective Date, Purchaser shall provide Seller with a copy of the Title Report and written notification to Seller of any items shown in the Title Report, other than Permitted Exceptions, which would prevent Purchaser from receiving such title to the Property as provided herein (collectively, the “Title Objections”). Seller shall, at its option, be entitled to a period of twenty (20) days from its receipt of written notice from Purchaser to remove such defect(s) and Closing discharge any liens, encumbrances, covenants or easements set forth on the Title Report, other than the Permitted Exceptions, which cure, at Purchaser’s option, may be by means of affirmative insurance or endorsement from the Title Company, in form and substance satisfactory to Purchaser (and paid for by Seller), insuring over and providing that any liens, encumbrances, covenants, easements or other matters which are not Permitted Exceptions shall not be delayed accordinglycollected out of, or enforced against, the Property. If Seller is unable to cure the Title Objections within the aforesaid twenty (20) day period, Seller shall be entitled to an additional ten (10) day cure period provided Seller is diligently pursuing such cure. If Seller has not cured, or elects not to cure, the Title Objections as aforesaid, Purchaser, as its only remedies, may either (a) within ten (10) days of receiving notice from Seller that it is unable or unwilling to remove such Title Objections, terminate this Agreement by written notice to Seller, receive the defect(s)return of the Deposit and this Agreement shall be null and void, Purchaser may accept title each party having no further obligation to the other, or (b) subject to Section 6.2 hereof, purchase the Property subject to such defect(s) or may terminate Title Objections (which shall be deemed Permitted Exceptions), in which case this Agreement shall remain in full force and effect and the termination procedures parties shall proceed to Closing hereunder without reduction in Paragraph 21 shall applythe Purchase Price or other obligation, except as provided in Section 6.2, on the part of Seller by reason of such Title Objections. The foregoing shall not, however, be deemed to limit the unconditional obligation of Seller to discharge and remove of record all title exceptions referred to in Section 6.2 below at or prior to Closing. 6.2 Anything herein to the contrary notwithstanding, the parties recognize agree that in the event there are any mortgages, financing statements, or similar liens placed on the Property by Seller, mechanic's or materialman's liens arising from work performed on the Property by, for or with the consent of Seller, or money judgments or other monetary liens against Seller that can be discharged or removed by the payment of a liquidated sum, or any Title Objections placed upon the Property after the Effective Date (other than those resulting from the acts of Purchaser), then at or prior to Closing Seller shall be obligated to bond off with the Title Company or remove, satisfy and understand that an ALTA Homeowners/Owners Policy is an optional form discharge of insurance record all such matters (collectively, the "Liens"), and deliver title to protect the Property to the Purchaser from covered title issues relating at the Closing free of same; provided, further, Seller shall not place, caused to be placed, nor consent to the Propertyplacement by any other party of, any Liens on the Property from and after the Effective Date.

Title. Seller shall furnish Purchaser a commitment for transfer title of the Interests to Buyer at Closing pursuant to an ALTA Homeowners Policy assignment substantially in the form of Title Insurance (or an ALTA Owner’s Policy the Assignment attached hereto as Exhibit B, and said Assignment shall be adapted to the particular interest to be assigned and to conform to the provisions of Title Insurance when Article 2 hereof. Seller will convey to Buyer Defensible title to the ALTA Homeowners Policy of Title Insurance is not applicable for issuance Interests 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 Closing Date. Seller shall pay the state filed title premium execute as many Assignments as are necessary to file for the applicable ALTA Homeowners/Owners Policy that is issued at Closing. Purchaser shall pay all other title premiums record Assignments in each jurisdiction and costs, in excess with each governmental authority where necessary to effect conveyance of the applicable ALTA Homeowners/Owners Policy premium, including but not limited Interests and/or notice of such conveyance. Buyer shall be entitled to all lender required satisfy itself prior to Closing that it will be receiving conveyance of Defensible title insurance premiums to the Interests. Seller shall provide to Buyer full and endorsementscomplete access to its records and documents relating to the Interests. As used herein, the title commitmentterm " Defensible Title" shall mean, as to each of the Interests to be conveyed to Buyer, a net revenue interest which is not less, and the a working interest which is not greater, than those set out in Exhibits A-1 and A-2 hereto with respect to such Interests, and a 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, which is free and clear from material defectsof liens, liens and encumbrances, except defects or environmental Conditions, other than Permitted Encumbrances, which materially and adversely affect the value of such Interests. Any matter which causes an Interest not to have Defensible Title, and any environmental Condition, shall be considered to be a “Title Defect”. If Buyer determines that any Interest is subject to any Title Defects prior to Closing, Buyer shall notify Seller in writing describing the Title Defects, after which time the parties shall meet and exercise their best efforts to determine the validity of the claimed Title Defect. Seller shall have until the Closing to cure the Title Defects to the satisfaction of the Buyer. If Seller is not able to cure the Title Defects to Buyer’s reasonable satisfaction prior to Closing, then Buyer in its sole discretion may either (a) those created or assumed reduce the Purchase Price by Purchaserthe Allocation for the Interest with a Title Defect, (b) those specifically set forth in this Agreementallow Seller 90 days after Closing to cure the Title Defects, (c) those liens and mortgages that will be released at (waive the Title Defects, or before) Closing and removed from title, (d) rights of tenants specifically disclosed to Purchaser in Paragraph 28 or terminate this Agreement. Should a Title Defect be discovered after 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)Closing Date, Seller shall undertake to cure such Title Defect to Buyer’s reasonable satisfaction; failing cure thereof, Buyer shall have thirty (30) days after demand by Purchaser the right, but not the obligation, to remove such defect(s) and Closing shall be delayed accordingly. If re-assign the affected Interest to Seller is unable or unwilling to remove following the defect(s), Purchaser may accept title subject to such defect(s) or may terminate this Agreement and the termination procedures in Paragraph 21 shall apply. The parties recognize and understand that an ALTA Homeowners/Owners Policy is an optional form provisions of insurance to protect the Purchaser from covered title issues relating Section 9.03 hereof as to the PropertyInterest so affected.

Title. Attached hereto as Exhibit D is a copy of Seller's existing owner's title insurance policy. At Closing, title to the Property shall be good of record and in fact, marketable, insurable at regular rates by a reputable title insurance company of Purchaser's choice, subject to restrictions of record on the date of execution of this Agreement, as shown on Exhibit D, except that title to the Property shall be (i) free and clear of the lien of any deed of trust, mortgage or other lien or instrument securing the repayment of money, and (ii) subject to any new leases executed by Seller in the manner set forth in Section 6 above. The status of title at the time of Closing shall be the same as that shown in Seller's title, except as provided below. In the event any new title matters arise prior to Closing, Purchaser shall notify Seller of such new title defect within five (5) days of Purchaser becoming aware of such new title defect. For purposes of this Section, if any title defect directly results from Purchaser's action, such as the placing of a mechanic's lien, then such title defect shall not be deemed to be a new title defect. Within ten (10) days after receipt of the Purchaser's letter of new title defects (and supporting documentation), Seller shall furnish notify Purchaser in writing as to which, if any, of the new title matters objected to by Purchaser Seller is willing to correct, with the correcting of all such matters which Seller agrees to correct being a commitment for an ALTA Homeowners Policy covenant of Title Insurance Seller and a condition to Purchaser's obligation to settle hereunder. If Seller does not notify Purchaser as above, it shall be deemed that Seller has elected not to correct all such new title matters to which Purchaser has objected. Seller agrees that to the extent the new title matters objected to by Purchaser are of a character that they may be remedied by the payment of sums of money or by legal action, both of which shall not exceed $25,000 (or an ALTA Owner’s Policy of Title Insurance when in the ALTA Homeowners Policy of Title Insurance is not applicable for issuance on the transactionaggregate), Seller shall be obligated to pay such sums of money or undertake in good faith and diligently prosecute such legal action, at Seller's sole expense, subject to the amount $25,000 cap. Purchaser shall have until ten (10) days after receipt of Seller's response as to which, if any, new title matters Seller is willing to correct, to terminate this Purchase Option if Purchaser remains unsatisfied with the new title defects and in such event neither party shall have any further rights or obligations under this Purchase Option, except for those obligations which survive termination hereunder. If any new title defects to be cured by Seller by Closing have not been cured as of Closing, Purchaser shall have the right upon written notice to Seller to elect either (i) to proceed to Closing and waive such new title defect, without abatement of the Purchase Price, from a (ii) to terminate this Purchase Option, in which event neither party shall have any further rights of obligations under the Purchase Option with respect to the Property, except for those obligations which survive termination hereunder, or (iii) to postpone Closing to the extent necessary to enable the new title company of Purchaser’s choosing. Such matters to be remedied, but in no event shall Closing be extended for such cure for more than two (2) months; provided, however, that if the time needed to correct the new title evidence shall be prepared and issued by . Seller shall pay the state filed title premium for the applicable ALTA Homeowners/Owners Policy that matter is issued at Closing. more than two (2) months, Purchaser shall pay all other title premiums and costshave the right, in excess of the applicable ALTA Homeowners/Owners Policy premiumat its option, 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 elect by written notice to Seller prior to the date of Closing and shall show record title to be marketable in the name of SellerClosing, free and clear from material defects, liens and encumbrances, except either (a) those created proceed to Closing and waive such new title defect, without abatement of the Purchase Price or assumed by Purchaser, (b) those specifically set forth in terminate this AgreementPurchase Option, (c) those liens whereupon Purchaser and mortgages that will Seller shall be released at (relieved of all further liability or before) Closing obligation under the Purchase Option, except as otherwise provided herein. Notwithstanding the foregoing, between the date hereof and removed from title, (d) rights the date of tenants specifically disclosed to Purchaser in Paragraph 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)Closing, Seller shall have thirty the right to execute and deliver such easements and rights of way which are required of it by local governmental entities or public utilities (30) days after provided Seller does not seek rezoning or subdivision of the Property). Seller shall notify Purchaser promptly upon the demand by Purchaser to remove of any such defect(s) governmental entity or public utility for such rights in 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 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, and Purchaser shall have the right to participate in the negotiation of the form of rights given to any such third party in the Property. In the event that such rights given to a third party in the Property shall be reasonably determined to cause a material adverse effect on Purchaser's ability to use the Property after the date of Closing, then Purchaser's sole remedy shall be to deliver written notice to Seller stating that it is unilaterally terminating this Purchase Option, in which event the Purchase Option shall be deemed terminated, except for those obligations which survive termination.

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 Condominium 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 Condominium 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 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 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 Condominium Project additional easements and/or other documents that do not render title to the Unit unmarketable, and that such recordings are permissible. (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 21 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. 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 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 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 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 Propertyhad.

Title. Seller Title to the Property shall furnish Purchaser be conveyed from Landlord to Tenant by grant deed (the "Deed"), subject to: (i) liens to secure payment of real estate taxes and assessments not delinquent; (ii) applicable zoning and use laws, ordinances, rules and regulations of any municipality, township, county, state or other governmental agency or authority; (iii) all matters 69 that would be disclosed by a commitment for an ALTA Homeowners Policy physical inspection or survey of the Option Property or that are actually known to Tenant; (iv) any exceptions or matters created by Tenant, its agents, employees or representatives; (v) all exceptions of record that were in existence as of the date of the Lease and all CC&Rs recorded by Landlord; (vi) all Leases and Contracts; and (vii) such other exceptions as Tenant may approve in writing. The foregoing exceptions to title are referred to collectively as the "Conditions of Title". Conclusive evidence of delivery of title in accordance with the foregoing shall be the willingness of Title Insurance (or an ALTA Owner’s Policy Company to issue to Tenant, upon payment of Title Insurance when the ALTA Homeowners Policy its regularly scheduled premium, its CLTA owner's policy of Title Insurance is not applicable for issuance on the transaction)title insurance, in the amount of the Purchase Price, from a showing title company to the Option Property vested of Purchaser’s choosing. Such title evidence shall be prepared and issued by . Seller shall pay record in Tenant, subject only to 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 Conditions of the applicable ALTA Homeowners/Owners Policy premium, including but not limited to all lender required title insurance premiums and endorsements, the title commitment, Title (and the title search/exam cost. The title commitment shall be continued to the date of Closing standard printed exceptions and shall show record title to be marketable conditions in the name policy 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 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 writingtitle insurance). If Landlord for any reason is unable to deliver title to the title evidence reveals any other title defect(s)Property subject only to the Conditions of Title, Seller shall have thirty (30) days after demand by Purchaser to remove such defect(s) and Closing then Tenant's sole remedy 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 receive a return of any Deposit, and neither Landlord nor Tenant shall thereafter have any further rights or obligations under this Agreement, except Tenant's obligation to perform the termination procedures in Paragraph 21 Continuing Obligations (as defined below). Tenant shall apply. The parties recognize and understand that an ALTA Homeowners/Owners Policy is an optional form have no right to commence any action for damages, specific performance or other relief as a result of insurance Landlord's inability to protect the Purchaser from covered deliver title issues relating to the PropertyProperty subject only to the Conditions of Title; provided, however, that if Landlord intentionally fails to consummate the conveyance of the Option Property to Tenant in accordance with the terms of the Lease, then Tenant shall have the right to commence any actions for damages, specific performance or other relief as a result of Landlord's intentional breach.

Title. Seller shall furnish give, and Purchaser shall accept, fee simple title to the Premises subject only to the matters referred to in the Contract. Notwithstanding anything to the contrary contained herein, Seller shall have the following obligations with respect to satisfying or clearing title: (a) with respect to any lien, mortgage, encumbrance or outstanding interest or question of title which is created by Seller’s execution of a commitment for document, Seller shall be obligated to cure and satisfy the same at Closing and expend all amounts necessary to cure and satisfy the same; (b) with respect to any monetary title objections including without limitation any mechanic liens or judgments, except mortgages as covered in Section (a) above, Seller shall be obligated to cure and satisfy the same at Closing and expend all amounts necessary to cure and satisfy the same; (c) with respect to any non-monetary title objections, Seller shall be obligated with respect to each to expend up to the amount of one hundred thousand and 00/100 dollars ($100,000.00) in order to cure and satisfy the same; and (d) If, pursuant to the terms of this Contract, Seller is unable to transfer title to the Premises in accordance with the terms of this Contract, then Purchaser, at Purchaser’s sole election, may (i) elect to accept the Premises subject to such exceptions with an ALTA Homeowners Policy abatement 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), purchase price 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 lien 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 limitations set forth in 2(b) and 2(c) set forth above, in which event Purchaser shall close title hereunder notwithstanding the existence of such title objections, or (ii) elect to terminate this AgreementContract by written notice given to Seller, (c) those liens in which event Purchaser shall be entitled to a return of the Deposit, and mortgages that will be released at (or before) Closing and removed from title, (d) rights of tenants specifically disclosed Seller shall promptly cause the Escrow Agent to deliver to Purchaser in Paragraph 28 or the Leased Property Addendum, (e) zoning ordinances, (f) legal highways, Deposit. Upon such return and (g) restrictions and utility easements of record (unless they unreasonably interfere with the location of existing buildings, the present use delivery of the PropertyDeposit to the Purchaser, or uses which Purchaser has disclosed to this Contract shall terminate and neither party hereto shall have any further obligations hereunder. At the closing Seller in writing). If shall deliver such affidavits, certificates and other instruments as are reasonably requested by 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 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 Propertycompany.

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 Prior to the expiration of the Contract Due Diligence Period, Down REIT shall obtain new title commitments (each a "Title Commitment," and collectively the "Title Commitments") proposing to insure Down REIT (or assumed its permitted designee) with respect to each of the Properties, and updated or new surveys (the "Surveys") for the Properties. Down REIT shall have until the expiration of the Contract Due Diligence Period to examine the Surveys and the Title Commitments and to deliver written notice to Hickory of any title or survey objection that it has (each a "Due Diligence Title Objection"). Hickory shall provide Down REIT with written notice within five (5) Business Days of receipt of each Due Diligence Title Objection, stating which matters Hickory will cure and which matters Hickory will not cure, subject to Section 3.4(f), failure to deliver such notice shall be deemed an election by PurchaserHickory not to cure any Due Diligence Title Objection. At Hickory's request, Down REIT shall promptly provide to Hickory written notice of Down REIT's Cure Value for such Due Diligence Title Objections. Any Due Diligence Title Objection that Hickory elects not to cure shall be deemed a "Rejected Due Diligence Title Objection" and any Due Diligence Title Objection that Hickory elects to cure shall be deemed an "Accepted Due Diligence Title Objection." (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 28 or After 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 expiration of the PropertyContract Due Diligence Period and prior to the Closing, or uses Down REIT shall have the right to object in writing to any Material Title Defects, which Purchaser has disclosed objection shall include the Down REIT's Cure Value for the same. All Material Title Defects (that are objected to Seller by Down REIT in writingaccordance with this Section 3.4 (b). 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 together with any Rejected Due Diligence Title Objection which is or is part of a Material Title Defect, shall be delayed accordingly. If Seller is unable herein collectively called the "Title Objections" and individually a "Title Objection." At Closing, all matters which affect the Hickory's or unwilling to remove the defect(s), Purchaser may accept applicable Subsidiary's title subject to such defect(s) or may terminate this Agreement and the termination procedures in Paragraph 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.Properties that are not the subject of a Title Objection shall be deemed to constitute Permitted Encumbrances, other than the Liens that Hickory is obligated to pay or discharge under Section 3.4(f)

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 Seller ordered from Commonwealth Land Title Insurance Company ("Title Company") a title commitment pertaining to the Real Property (the "Commitment"), together with copies of all documents relating to the title exceptions referred to in such Commitment. The Commitment, together with copies of all documents relating to the title exceptions referred to in such Commitment, has been delivered to Purchaser. (b) In the event that Purchaser elects to do so, Purchaser may obtain an updated survey of the Real Property (the "Survey") prior to the Closing. A copy of such Survey shall be promptly delivered to Seller and Title Company. The Survey shall be sufficient to enable Title Company to update the Commitment to: (i) delete the standard survey exception, (ii) add any new title exceptions which are revealed by said Survey and an inspection of the Real Property, and (iii) enable Title Company at the Closing to issue an owner's policy of title insurance (with mechanic's lien coverage), and shall be certified to Seller, Purchaser and Title Company. The Survey shall be at Purchaser's sole cost and expense. (c) As soon as possible after the execution of this Agreement, Purchaser shall confer with the Title Company and attempt to resolve title matters which Purchaser might otherwise disapprove. No later than three (3) days prior to the expiration of the Due Diligence Period, Purchaser shall notify Seller ("Purchaser's Disapproval Notice") in writing of any title exceptions identified in the Commitment which Purchaser reasonably disapproves. Any exception not disapproved in writing no later than three (3) days prior to the expiration of the Due Diligence Period shall be deemed approved by Purchaser, and shall constitute a "Permitted Exception" hereunder. Purchaser and Seller agree that (bi) those specifically set forth in this Agreementall non-delinquent property taxes and assessments, (cii) those liens and mortgages that will be released at (or before) Closing and removed from titlethe rights of the tenants under the Leases, (diii) rights of tenants specifically disclosed to Purchaser in Paragraph 28 or the Leased Property Addendumall conditions, (e) zoning ordinancescovenants, (f) legal highways, and (g) restrictions and utility easements of record (unless they which do not unreasonably interfere with the location of existing buildings, the present current use of the Property, and (iv) all matters created by or uses which Purchaser has disclosed on behalf of Purchaser, including, without limitation, any documents or instruments to Seller in writing). If be recorded as part of any financing for the title evidence reveals any other title defect(s)acquisition of the Property by Purchaser, shall constitute "Permitted Exceptions." Within four (4) days after receipt of Purchaser's Disapproval Notice, Seller shall have thirty (30) days after demand by notify Purchaser to remove such defect(s) and Closing shall be delayed accordingly. If in writing of any disapproved title exceptions which Seller is unable or unwilling to remove the defect(s)cause to be removed or insured against prior to or at Closing and, with respect to such exceptions, Purchaser may accept title subject then shall elect, by giving written notice to Seller and Escrow Company within two (2) business days thereafter, (x) to terminate this Agreement, or (y) to waive its disapproval of such defect(s) or may exceptions, in which case such exceptions shall then be deemed to be Permitted Exceptions. Purchaser's failure to give such notice shall be deemed an election to waive the disapproval of any such exception. If Purchaser elects to terminate this Agreement in accordance with clause (x) above, the Deposit, plus all interest accrued thereon, shall be immediately refunded to Purchaser; provided, however, that Purchaser and the termination procedures in Paragraph 21 Seller each shall apply. The parties recognize and understand that an ALTA Homeowners/Owners Policy is an optional form be responsible for one-half of insurance to protect the Purchaser from covered any title issues relating to the Propertyor escrow cancellation fees ("Cancellation Fees").

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 a) The Property is not applicable for issuance to be conveyed on the transaction)Closing Date by Special Warranty Deed conveying to the Purchaser good and marketable fee simple title and such as will be insured by a reputable title company, at regular rates, subject to building restrictions, zoning regulations, easements, rights-of-way, reservations and other restrictions of record or visible on the Property and subject to payment of any existing notes and/or mortgage liens affecting the Property as disclosed in the amount title report of Buyer’s title insurance company, which notes and/or mortgages shall be paid in full by Seller at the Purchase PriceClosing. (i) On or before the Closing, from Purchaser shall deliver to Sellers (i) a title report for the Property prepared by a title company of Purchaser’s choosing. Such choice (the “Title Company”), together with legible copies of all documents listed therein as exceptions, which title evidence report shall be prepared and issued accompanied by the Purchaser’s notice identifying all matters contained in such title report that Purchaser deems to be objections or defects in title to the Property. Seller In no event 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 any of the applicable ALTA Homeowners/Owners Policy premiumitems mentioned in paragraph 5(a) above be considered a defect or objection for purposes of this paragraph. Without limiting the generality of the foregoing, including but not limited Purchaser’s notice of title objections or defects may also include, if applicable, any unwillingness on the part of the Purchaser’s Title Company to all lender required title insurance premiums issue access, survey accuracy and, if applicable, contiguity and Form 100 and 300 endorsements, all in standard form, to the title commitment, and policy respecting 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, Property. (b) those specifically set forth Should Seller be unable or unwilling to correct any of Purchaser’s objections or defects to title as required 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 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(sparagraph 5(a)(i), Seller shall have thirty (30) days after demand by Purchaser be deemed for purposes of this Agreement to remove such defect(s) be unable to deliver good and Closing shall be delayed accordinglymarketable title. If Seller is unable or unwilling to remove the defect(s)deliver good and marketable title, Purchaser may accept shall have the option of taking such title as Seller can give without abatement of price, or of declaring Seller in default and terminating this Agreement. (c) The Property shall be subject to such defect(s) or may terminate this the terms and conditions of the Commercial Lease Agreement and the termination procedures in Paragraph 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 Propertyattached hereto as set forth at Schedule 3.

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 Within ten (10) days after the date hereof, Seller shall deliver or assumed by Purchasercause to be delivered to Purchaser a preliminary title report (the “Title Report”) from the Title Company showing record title of the Land and Improvements and all liens, claims, encumbrances, easements, rights-of-way, encroachments, reservations, restrictions, and all other matters of record affecting the Land and Improvements, together with legible copies of all such matters, including vesting and exception instruments, listed in the Title Report. (b) those specifically set forth Purchaser shall have fifteen (15) days after delivery of the Title Report (the “Title Review Period”) to object in this Agreementwriting to any liens, (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 28 or the Leased Property Addendum, (e) zoning ordinances, (f) legal highwaysencumbrances, and other matters reflected by the Title Report (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 “Title Objection Notice”). All such matters to which Purchaser has disclosed to Seller in writingso objects shall be “Non-Permitted Exceptions”). If no such objection for a matter is given during the title evidence reveals any Title Review Period, all such matters shall be “Permitted Title Exceptions,” except for judgment liens, construction liens, and other title defect(sliens against the Property (unless such liens were caused by Purchaser and other than the liens for taxes and assessments which are not delinquent). Within fifteen (15) days after delivery of the Title Objection Notice (“Seller’s Response Period”), Seller shall have thirty give Purchaser written notice of whether or not it elects to cure or remove such Non-Permitted Exceptions prior to Closing; however, Seller at its cost shall be obligated to cure, remove or insure around all judgment liens, construction liens and other liens or mortgages against the Property (30) days after demand unless such liens were caused by Purchaser and other than the liens for taxes and assessments which are not delinquent), whether or not Purchaser objects thereto during the Title Review Period. If within Seller’s Response Period, Seller delivers notice to remove Purchaser that it does not elect to cause all of the Non-Permitted Exceptions to be removed, cured or insured around, or if Seller fails to timely deliver any notice to Purchaser within Seller’s Response Period, then Purchaser may either: (i) purchase the Property subject to the Non-Permitted Exceptions (other than judgment liens, construction liens, and other liens against the Property, but not including liens caused by the Purchaser or liens for taxes and assessments which are not delinquent), in which event such defect(s) and Closing Non-Permitted Exceptions shall be delayed accordingly. deemed Permitted Title Exceptions; or (ii) terminate this Agreement. (c) If Seller is unable prior to Closing, the Title Company issues a supplemental or unwilling to remove the defect(samended Title Report showing additional title exceptions (an “Amended Title Report”), Purchaser shall have an additional period of time (a “Supplemental Review Period”) equal to five (5) Business Days from the receipt of the Amended Title Report to object in writing to any such additional exceptions (a “Supplemental Title Objection Notice”). If no such objections are given during the Supplemental Review Period, such exceptions shall be deemed Permitted Title Exceptions, except for judgment liens, construction liens, and other liens against the Property (unless such liens were caused by Purchaser and other than the liens for taxes and assessments which are not delinquent). Within five (5) Business Days after delivery of the Supplemental Title Objection Notice (“Seller’s Supplemental Response Period”), Seller shall give Purchaser written notice of whether or not it elects to cure or remove such Non-Permitted Exceptions prior to Closing; however, Seller at its cost shall be obligated to cure, remove or insure around all judgment liens, construction liens and other liens or mortgages against the Property (unless such liens were caused by Purchaser and other than the liens for taxes and assessments which are not delinquent), whether or not Purchaser objects thereto during the Supplemental Title Review Period. If within Seller’s Supplemental Response Period, Seller delivers notice to Purchaser that it does not elect to cause all of the Non-Permitted Exceptions to be removed, cured or insured around, or if Seller fails to timely deliver any notice to Purchaser within Seller’s Supplemental Response Period, then Purchaser may accept title either: (i) purchase the Property subject to the Non-Permitted Exceptions (other than judgment liens, construction liens, and other liens against the Property, but not including liens caused by the Purchaser or liens for taxes and assessments which are not delinquent), in which event such defect(sNon-Permitted Exceptions shall be deemed Permitted Title Exceptions; or (ii) or may terminate this Agreement Agreement. For the avoidance of doubt, all liens caused by Purchaser and the termination procedures in Paragraph 21 shall apply. The parties recognize liens for taxes 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 Propertyassessments which are not delinquent, are Permitted Title Exceptions.

Title. Title shall be issued to Buyer as __________________________________, 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 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 title insurance premiums patents, easements, access to public waters, conditions, taxes, assessments, zoning regulations, rights-of-way, exceptions and endorsementsrestrictions 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. Further, the title commitmentconveyance will save, except and reserve to the Seller, its lessees, successors, and assigns forever, all, if any, oil, gases, coal, ores, minerals, fissionable materials, geothermal resources, and fossils of every name, kind or description, and which may be in or upon said lands above described, or any part thereof, and the right to explore the same for such oils, gases, coal, ores, minerals, fissionable materials, geothermal resources, and fossils, and it also will save and reserve unto Seller, its lessees, successors, and assigns forever, the right to enter by itself, its or their agents, attorneys, and servants upon said land, or any part or parts thereof, at any and all times for the purpose of opening, developing, drilling and working mines or xxxxx on these or other lands and taking out and removing therefrom all such oils, gases, coal, ores, minerals, fissionable materials, geothermal resources, and fossils, and to that end it further will reserve unto itself, its lessees, successors, and assigns forever, the right by its or their agents, servants and attorneys at any and all times to erect, construct, maintain, use all such buildings, machinery, roads, pipelines, powerlines, and railroads, sink such shafts, drill such xxxxx, remove such soil, and to remain on said lands or any part thereof for the foregoing purposes and to occupy as much of said lands as may be necessary or convenient for such purposes hereby expressly reserving to itself, its lessees, successors, and assigns, as aforesaid, generally all rights and power in, to and over said land, whether herein expressed or not, reasonably necessary or convenient to render beneficial and efficient the complete enjoyment of the property and rights hereby expressly reserved. Seller’s liability for defective 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 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)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 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 Propertydefective title.

Title. Seller shall furnish Purchaser makes no covenants or warranties as to title whatsoever, and Xxxxx agrees to accept a commitment for an ALTA Homeowners Policy Bargain and Sale deed from the Seller as full performance of Title Insurance (or an ALTA OwnerSeller’s Policy obligations hereunder and in consideration of Title Insurance when the ALTA Homeowners Policy of Title Insurance is not applicable for issuance on the transaction), in the amount payment of the Purchase PricePrice in full. Buyer may conduct or cause to be conducted, from a an examination of title company of Purchaserto the Property at Buyer’s choosing. Such title evidence shall be prepared and issued by . Seller shall pay sole expense prior to the state filed title premium for the applicable ALTA Homeowners/Owners Policy that is issued at Closing. Purchaser Buyer shall pay all other notify Seller in writing of any defects in the title premiums and costs, disclosed by such examination least forty-five (45) days in excess advance 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 costClosing. The title commitment shall be continued to the date of Closing and shall show record title to be marketable in the name of If Seller, free and clear from material defectsat Seller’s sole discretion, 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 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 such defects, Seller will notify Buyer of such decision in writing to Buyer least ten (10) days in advance of the defect(s)Closing date, Purchaser may in which event Buyer shall have the option to: (a) accept such title subject as Seller is able or willing to such defect(sconvey without abatement or reduction of the Purchase Price; or (b) or may terminate cancel this Agreement and by written notice to Seller prior to the termination procedures in Paragraph 21 shall applyClosing. The parties recognize Property will be conveyed to the Buyer by a bargain and understand that an ALTA Homeowners/Owners Policy is an optional form sale deed from the Seller, conveying all of insurance to protect the Purchaser from covered title issues relating Seller’s interest, if any, in and to the Property, and excepting any easements, restrictions of record and municipal regulations, including, but not limited to, any restrictions or conditions which may be imposed by the City Council of the City of Warwick as part of its decision to approve the sale of the Property, which such restrictions and conditions may include, but may not be limited to, the following: If Buyer is unwilling to accept such conditions and/or restrictions as may be imposed by the Warwick City Council, Xxxxx shall notify Seller of such decision at least thirty (30) days in advance of the Closing. Upon Xxxxxx’s receipt of such notice from the Buyer, this Agreement shall become void and unenforceable and neither party shall have any further obligation to the other hereunder.

Title. Title will be marketable in Seller shall furnish at the time of Closing, subject to the matters set forth in Exhibit C 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 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 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 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 21 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 shall furnish convey the Property to Purchaser by General Warranty Deed. Purchaser’s and Seller’s obligations hereunder are contingent upon Seller being able to convey good and mar- ltetable title to the Property subject, however, to the following (the “Permitted Encumbrances”): (i) matters that do not render title to the Property unmarketable; (ii) the rights of tenants, if any; (iii) the lien of ad valorem real estate taxes not yet due and payable; (iv) such state of facts as an accurate survey and physical inspection of the Property would reveal; and (v) ordinary and cus- tomary easements, encumbrances and other restrictions of record. If, prior to settlement hereunder, Purchaser identifies a commitment for an ALTA Homeowners Policy of Title Insurance (title defect other than the Permitted Encumbrances, Seller shall have the opportunity, but not the obligation, to attempt to cure the title defect, and Seller may, at its sole discretion, extend the settlement date accordingly. If Seller does not elect to attempt to cure the title defect, or an ALTA Owner’s Policy of Title Insurance when the ALTA Homeowners Policy of Title Insurance if Seller attempts but is not applicable for issuance on successful in curing the transaction)title defect, Purchaser shall have the option to; (1) terminate this Agreement, in which case Seller shall instruct the amount Auction Firm to return the Deposit (less any accn~edin terest) to Purchaser and neither party shall have any Further obligation or liability to the other; or (2) waive the title defect and proceed to settlement hereunder, without any adjustment or modification of the Purchase Price. If an owner’s title insurance policy can be obtained without extraordinary Exception or with affirmative protection over any title de- fect, from a title company of Purchaser’s choosing. Such title evidence Purchaser 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 Required to all lender required title insurance premiums and endorsements, waive its objection to 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 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 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 Propertydefect.

Title. Within three (3) days after the full execution and delivery of this Agreement, Seller shall furnish Purchaser deliver to Buyer a complete title report or commitment for an ALTA Homeowners Policy with respect to the Property (with copies of all instruments listed as exceptions to title). Buyer shall have a period ending upon the earlier to occur of: (i) ten (10) calendar days after the full execution and delivery of this Agreement and (ii) July 22, 2004 within which to examine said title report (the “Title Insurance (or an ALTA Owner’s Policy of Title Insurance when the ALTA Homeowners Policy of Title Insurance Examination Period”). If such day is not applicable for issuance a business day in Boston, Massachusetts, then the Title Examination Period shall end at 5:00 p.m. on the transactionnext business day. If Buyer objects to any matters disclosed in the title report, Buyer shall, within said period, notify Seller in writing, specifying the objectionable matters. 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 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 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 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 “Seller’s Title Notice Period”), Seller shall notify Buyer if Seller intends to attempt to effectuate such cure. In the event that, prior to the expiration of the Seller’s Title Notice Period, Seller fails to give such notice of its intention to attempt to effectuate such cure, then Buyer may, within two (2) business days after the expiration of the Seller’s Title Notice Period, terminate this Agreement by Purchaser notice to remove such defect(s) Seller, 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 that if Buyer does not so terminate this Agreement within two (2) business days after the defect(s)expiration of Seller’s 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 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 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 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 PropertyPurchase Price.

Title. Seller (a) Purchaser, at Purchaser's cost and expense, may obtain a title search (the "Title Search"). Purchaser shall furnish Purchaser a commitment for an ALTA Homeowners Policy of examine the Title Insurance Search prior to the date which is five (or an ALTA Owner’s Policy of 5) days after the Effective Date (“Title Insurance when Review Period”). If Xxxxxxxxx finds title to the ALTA Homeowners Policy of TDRs to be defective, as evidenced by Title Insurance is not applicable for issuance on Search (the transaction"Title Defects"), in Purchaser may, prior to the amount expiration of the Purchase PriceTitle Review Period, from a title company notify Seller in writing specifying the Title Defects (the "Title Notice"). The failure by Xxxxxxxxx, or Purchaser's attorney, to deliver the Title Notice on or before the expiration of the Title Review Period shall constitute Purchaser's irrevocable acceptance of the Title Search and Purchaser shall be deemed to have unconditionally waived any right to object to any matters set forth therein and all such matters shall be deemed to be Permitted Exceptions. Seller shall, within five (5) days of receipt of Purchaser’s choosingdelivery of the Title Notice, advise Purchaser, in writing, which Title Defects Seller will attempt to cure, if any (“Seller’s Response”). Such title evidence If Seller fails to timely deliver Seller’s Response, then Seller shall be prepared and issued by deemed to have elected not to cure the Title Defects contained in Purchaser’s Title Notice. Seller shall pay If Purchaser is dissatisfied with Seller’s Response (or deemed response), then, at the state filed title premium for the applicable ALTA Homeowners/Owners Policy that is issued at Closing. option of 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 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 may: (a) those created terminate this Agreement within three (3) days after receipt of Seller’s Response (or assumed by Purchaser, Seller’s deemed response); or (b) those specifically set forth in this Agreement, proceed to Closing without satisfaction of any of Seller’s uncured Title Defect(s) which shall be deemed Permitted Exceptions (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 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 writingas hereinafter defined). If Purchaser terminates this Agreement in accordance with the title evidence reveals any other title defect(s)preceding sentence, then the Deposit shall forthwith be returned to Purchaser, and, thereafter, this Agreement shall be terminated, null, void, and of no further force or effect, and Purchaser and 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 released from all obligations under this Agreement and the termination procedures in Paragraph 21 shall applyexcept with respect to those obligations, if any, that expressly survive termination. 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.term

Title. Seller (1) Buyer has obtained or shall furnish Purchaser a commitment for an ALTA Homeowners Policy of obtain from First American Title Insurance Company (or an ALTA Owner’s Policy the “Title Company”) prior to expiration of Title Insurance when the ALTA Homeowners Policy of Title Insurance is not applicable for issuance on Feasibility Period (defined in Section 3(a)(ii) below) a title commitment covering the transactionProperty (the “Commitment”), together with legible copies of all documents (the “Exception Documents”) relating to the title exceptions referred to in the amount Commitment. (2) Buyer shall notify Seller and Escrow Holder in writing of all disapproved title matters (the Purchase Price, from a title company of Purchaser’s choosing. Such title evidence shall be prepared and issued “Disapproved Title Matters”) 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 later than the date which is the earlier to occur of Closing and shall show record title to be marketable in (i) 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 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 date 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 following the Opening of Escrow or (ii) February 1, 2010. All other title matters set forth in the Commitment and all of the Title Company’s standard printed exceptions to coverage shall constitute the “Permitted Exceptions.” Buyer’s failure to so notify Seller and Escrow Holder shall be deemed to mean that all title matters set forth in the Commitment are Permitted Exceptions. Within 10 days after demand Seller receives Buyer’s written notification of the Disapproved Title Matters, Seller may notify Buyer and Escrow Holder in writing of any Disapproved Title Matters which Seller elects to cure, in which event Seller shall use commercially reasonable efforts to either cause such Disapproved Title Matter(s) to be removed from title or obtain Title Company’s commitment to provide an endorsement to the Title Policy (in form and content reasonably satisfactory to Buyer) insuring over such Disapproved Title Matters; provided, however, that Seller’s failure to cause such Disapproved Title Matter(s) to be so removed or insured over shall not constitute a breach by Purchaser Seller hereunder or otherwise subject Seller to any liability to Buyer on account thereof but shall solely be deemed a failure of a condition precedent to Buyer’s obligation to purchase the Property. Seller’s failure to give such notice by the expiration of such ten (10) day period shall be deemed to mean Seller has given notice to Buyer at the end of such ten (10) day period electing not to cause the Disapproved Title Matters to be removed or insured against to Buyer’s reasonable satisfaction. Buyer shall then, within five days of its receipt or deemed receipt of Seller’s notice stating that Seller will not remove or insure against any of such Disapproved Exceptions (but in any event by not later than the expiration of the “Feasibility Period” as defined below), elect, by giving written notice to Seller and Escrow Holder (A) to terminate this Agreement, or (B) to waive its disapproval of such exceptions (such exceptions shall then be deemed to be Permitted Exceptions). Buyer’s failure to give such notice shall be deemed an election to waive its disapproval of such exceptions. (3) If after Buyer delivers its notice of Disapproved Title Matters, the Title Company, prior to Close of Escrow, discloses to Buyer a new exception, or materially amends any exception previously approved by Buyer, or materially amends the terms under which the Title Company is willing to issue its policy of title insurance, then Buyer shall have five business days from its receipt of such disclosure, together with legible copies of all documents mentioned in such disclosure, to disapprove the same by written notice to Seller and Escrow Holder. Buyer’s failure to so notify Seller shall be deemed to mean that such disclosures are acceptable to Buyer and constitute additional Permitted Exceptions. Any such disapproved disclosures shall be treated as Disapproved Title Matters and the procedures therefor set forth in Section 3(a)(i)(1) above shall be implemented. (4) Seller shall not be obligated to remove or secure title insurance over any Disapproved Title Matters other than monetary liens which can be released from the Property upon the payment thereof out of Seller’s proceeds from the Escrow. Seller shall cause to be released from title at or prior to the Close of Escrow all mortgages, deeds of trust, mechanics liens and judgment liens then encumbering the Property, as well as the any delinquent real property taxes and assessments. Seller agrees to provide Buyer with the most recent survey it has for the Property, if any; provided, however, that Seller makes no representation or warranty with respect to the truth, accuracy, or completeness of such defect(ssurvey, if any. In the event Buyer requires any new or updated survey, then Buyer (A) and Closing shall be delayed accordingly. If Seller is unable responsible for obtaining such survey at Buyer’s sole cost and (B) agrees that the title review period described in this Section 3(a)(i) shall not be extended on account of Buyer obtaining such survey. (5) In any event but except as otherwise provided in Section 3(a)(i)(2) above, Buyer’s review of all title matters as set forth in this Section 3(a)(i) shall be finalized on or unwilling to remove before the defect(s), Purchaser may accept title subject to such defect(s) or may terminate this Agreement and expiration of the termination procedures in Paragraph 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 PropertyFeasibility Period.

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 Xxxxx 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 five (5) 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, 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 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 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 Propertyif any.

Title. Seller (a) Title to the Property shall furnish Purchaser be marketable and good of record and in fact and insurable by a commitment for an nationally recognized 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 insurance company of Purchaser’s choosingchoice at normal rates. Such title evidence shall be prepared and issued by . At the Closing, Seller shall pay the state filed 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 title to be marketable Property in the name of Sellerfee simple, free and clear from material defectsof any and all liens, liens and encumbrancesmortgages, deeds of trust, security interests, leases, covenants, conditions, restrictions, easements, rights-of-way, licenses, encroachments, judgments or encumbrances of any kind, except for the following permitted exceptions (the “Permitted Exceptions”): (a) those created or assumed by Purchaser, the Leases; (b) those specifically set forth in this Agreement, the lien of real estate taxes not yet due and payable; (c) those liens zoning and mortgages that will be released at (or before) Closing building restrictions and removed from titleother laws, ordinances, and regulations of governmental bodies having jurisdiction over the Property; and (d) rights matters of tenants specifically disclosed record affecting title to the property, as reviewed and approved (or deemed approved) by Purchaser. (b) Promptly after the Effective Date Purchaser agrees to obtain a commitment of title insurance for the Property and to review such commitment and provide Seller with any notice of objections during the Feasibility Period. Any exceptions to title taken by the Purchaser’s title company (the “Title Company”) in such commitment shall be Permitted Exceptions hereunder if Purchaser does not, during that Feasibility Period, object to such matters by written notice to Seller. Within three (3) business days of receipt of such notice from Purchaser, Seller shall advise Purchaser in Paragraph 28 writing whether 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 not Seller agrees to cure any exceptions to title to which Purchaser has disclosed objected. Any exceptions to title that are not Permitted Exceptions and that Seller in writing). If the title evidence reveals any other title defect(s), Seller shall have thirty (30) days after demand by Purchaser agrees to remove such defect(s) and Closing cure shall be delayed accordingly. If cured by Seller at its sole cost and expense at or prior to the Closing; provided that if Seller is unable or unwilling to remove the defect(s)cure such exceptions or other matters, Purchaser may accept title subject shall have the right to either (i) waive such defect(sexceptions or other matters and proceed to the Closing on the terms set forth herein (in which event the exceptions to which Purchaser objected shall be deemed to be Permitted Exceptions) or may (ii) terminate this Agreement by written notice to Seller within five (5) business days of receipt of Seller’s written notice and obtain the return of the Deposit, in which event neither party shall have any further liability or obligation to the other (except for liabilities which expressly survive termination). Should Purchaser not terminate within the timeframe of subsection (ii) hereof, Purchaser shall be deemed to have elected to waive such exceptions. (c) Purchaser shall have the right to re-examine the title to the Property at Closing and to object to any defects or encumbrances that have been placed of record on the Property subsequent to the date of Purchaser’s initial title report (except for customary easements and rights of way established in connection with the subdivision plans or encumbrances which have been caused or approved by Purchaser, which shall be Permitted Exceptions) (such objections being the “Subsequent Objections”). Seller shall cure Subsequent Objections at or prior to Closing and if Seller shall fail to cure them then Purchaser in its sole discretion may: (i) waive the Subsequent Objections and proceed to Closing; (ii) terminate this Agreement and receive a refund of the termination procedures Deposit; or (iii) declare Seller to be in Paragraph 21 shall applydefault under this Agreement and pursue any remedies available hereunder. The parties recognize Purchase 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.Sale Agreement Grand Oaks Development, LLC (October 2005) • Page 7 > Enclaves Group, Inc.

Title. Seller Title to and risk of loss of the Tugs shall furnish Purchaser pass to Buyer upon the delivery to and acceptance by Buyer of the Tugs in accordance with the terms of this Contract; provided, however, that Builder hereby grants to Buyer a commitment first priority security interest in each Tug to the extent of progress payments made by Buyer pursuant to Article II hereof. Until such time as the Tugs are delivered to and accepted by Buyer, title to and risk of loss of the Tugs shall remain with Builder; provided however, that upon passing of title to Buyer, Builder shall retain a first priority security interest in each Tug to the extent it has not been paid under this Contract for an ALTA Homeowners Policy work and materials pertaining to the particular Tug. Title to all scrap and title to any material that is surplus to the requirements of Title Insurance (this Contract shall vest in Builder, except for title to all of Buyer’s Supplies shall at all times remain with Buyer. Builder agrees to execute and deliver to Buyer such further agreements and assignments or an ALTA Ownerother instruments, and to do all such other things as Buyer may reasonably deem necessary or appropriate to assure to Buyer the perfection and priority of its security interests under this Agreement. BUILDER HEREBY AUTHORIZES BUYER TO AUTHENTICATE AND FILE UCC FINANCING STATEMENTS AND AMENDMENTS DESCRIBING THE COLLATERAL. BUILDER FURTHER APPOINTS BUYER OR ITS ASSIGNEE AS ITS TRUE AND LAWFUL ATTORNEY IN FACT, IRREVOCABLY AND COUPLED WITH AN INTEREST, TO EXECUTE AND FILE ON [****] Confidential Treatment BEHALF OF BUYER ALL UCC FINANCING STATEMENTS WHICH IN BUYER’S SOLE BUT REASONABLE DISCRETION ARE NECESSARY OR PROPER TO SECURE BUYER’S INTEREST IN THE TUGS IN ALL APPLICABLE JURISDICTIONS. BUYER SHALL PERMIT BUILDER A REASONABLE TIME TO REVIEW AND COMMENT ON UCC FILINGS PRIOR TO FILING. Builder is responsible for payment of all contractors hired by Builder for completion of the Tugs. Builder shall indemnify and hold Buyer harmless from claims by Builder’s Policy contractors made directly against the Tugs or Buyer. Prior to Delivery, Builder shall obtain and provide to Buyer Waivers of Title Insurance when the ALTA Homeowners Policy of Title Insurance is not applicable for issuance on the transaction), Lien substantially 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, form contained in excess of the applicable ALTA Homeowners/Owners Policy premium, including but not limited Exhibit E 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 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 from each of Builder’s subcontractors and vendors which perform work or provide material the termination procedures in Paragraph 21 shall apply. The parties recognize and understand that an ALTA Homeowners/Owners Policy is an optional form aggregate value of insurance to protect the Purchaser from covered title issues relating to the Propertywhich exceeds $ 200,000 per Tug.

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 28 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 21 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) (i) Purchaser has ordered a commitment for an ALTA Homeowners Policy owner's fee title insurance policy or policies with respect to the Property (the "Title Commitment") from the Title Company, together with true, legible (to the extent available) and complete copies of all instruments giving rise to exceptions to title to the Property. If the Title Insurance Commitment indicates the existence of any liens, encumbrances or other defects or exceptions in or to title to the Property other than the Permitted Encumbrances (or an ALTA Owner’s Policy of Title Insurance when collectively, the ALTA Homeowners Policy of Title Insurance "Unacceptable Encumbrances") subject to which Purchaser is not applicable for issuance on the transaction), in the amount unwilling to accept title and Purchaser gives Seller notice of the Purchase Pricesame within ten (10) days after the date of this Agreement, from a title company of Purchaser’s choosing. Such title evidence shall be prepared and issued by . Seller shall pay undertake to eliminate the state filed title premium for the applicable ALTA Homeowners/Owners Policy that is issued at Closingsame subject to Section 6(b). Purchaser shall pay all other hereby waives any right Purchaser may have to advance as objections to title premiums and costs, in excess or as grounds for Purchaser's refusal to close this transaction any Unacceptable Encumbrance of which Purchaser does not notify Seller within such ten (10) day period unless (i) such Unacceptable Encumbrance was first raised by 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 Title Company subsequent to the date of Closing and the Title Commitment or Purchaser shall show record title otherwise first discover same or be advised of same subsequent to be marketable in the name date 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 28 or the Leased Property Addendum, (e) zoning ordinances, (f) legal highwaysTitle Commitment, and (gii) restrictions and utility easements of record (unless they unreasonably interfere with the location of existing buildings, the present use Purchaser shall notify Seller 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 same within five (305) days after demand Purchaser first becomes aware of such Unacceptable Encumbrance (failure to so notify Seller shall be deemed to be a waiver by Purchaser of its right to remove raise such defect(sUnacceptable Encumbrance as an objection to title or as a ground for Purchaser's refusal to close this transaction). Seller or Purchaser, in its sole discretion, may adjourn the Closing one or more times in order to eliminate Unacceptable Encumbrances (subject to Section 6(b) and Closing shall be delayed accordingly. the last sentence of Section 4(b)). (ii) If Seller is unable (subject to Section 6(b)) to eliminate all Unacceptable Encumbrances not waived by Purchaser, or unwilling to remove arrange for title insurance acceptable to Purchaser in its sole discretion insuring Purchaser and its successors against enforcement of such Unacceptable Encumbrances against, or collection of the defect(ssame out of, the Property, and to convey title in accordance with the terms of this Agreement on or before the Closing Date (whether or not the Closing is adjourned as provided in Section 6(a)(i)), Purchaser may shall elect on or prior to the Closing Date, as its sole remedy for such inability of Seller, either (A) to terminate this Agreement by notice given to Seller pursuant to Section 16(a), in which event the provisions of Section 16(a) shall apply, or (B) to accept title subject to such defect(s) Unacceptable Encumbrances and receive no credit against, or may terminate this Agreement and reduction of, the termination procedures in Paragraph 21 shall applyPurchase Price. 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 Notwithstanding anything to the Propertycontrary contained herein (but subject to the last sentence of Section 4(b)), if (x) Seller eliminates all Unacceptable Encumbrances less than two (2) days prior to the scheduled Closing Date or (y) Seller is unable to eliminate all Unacceptable Encumbrances and Purchaser elects to proceed under clause (B) above, then Purchaser will have the right to extend the scheduled Closing Date for up to two (2) business days.

Title. Seller shall furnish Purchaser has provided Buyer with a copy of Seller’s current title policy for each of the Premises (singly and collectively, the “Existing Title Policy”). Buyer may at its option, and at Buyer’s sole cost and expense: (i) promptly apply for and pursue completion of an update of any Existing Title Policy, or (ii) apply for a new title commitment for any of the Premises (singly and collectively, the “Commitment”) including true, correct and complete legible copies of all items and documents referred to therein, each Commitment evidencing the title company’s agreement to issue to the Buyer at Closing, an owner’s policy or policies of title insurance on ALTA Homeowners Policy of Title Insurance (or Form B-2006 in an ALTA Owner’s Policy of Title Insurance when amount equal to the ALTA Homeowners Policy of Title Insurance is not applicable for issuance on the transaction), in the amount portion of the Purchase PricePrice allocated to each Premises in accordance with Schedule 3(a)(iii) hereof; insuring the good and clear marketable indefeasible fee title, from both of record and in fact, of the Buyer to each of the Premises, subject only to the respective Permitted Exceptions; which policy or policies shall each provide extended coverage over any unrecorded mechanics liens arising prior to the Closing Date, insure the “gap” between Closing and the recording of the respective Deed, delete as an exception to such policy the survey exception and contain such endorsements as Buyer may require in its reasonable discretion (singly and collectively, the “Title Policy”). Seller will cooperate, to a reasonable extent, with Buyer’s efforts to obtain its desired title company endorsement, at no cost or expense to Seller. Buyer shall, on or before 5:00 p.m. (EDT) on the last day of Purchaserthe Due Diligence Period notify Seller in writing specifying Buyer’s choosingobjections (the “Title Objections”), if any, to the state of title as reflected in the Commitment (“Buyer’s Title Notice”). Such title evidence All matters contained in the Commitment, which are not listed as Title Objections in Buyer’s Title Notice, shall be prepared deemed to be accepted by Buyer 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 considered to all lender required title insurance premiums and endorsements, the title commitment, and the title search/exam cost. The title commitment shall be continued Permitted Exceptions with respect to the date of Closing and shall show record title Premises in question in addition to be marketable those Permitted Exceptions specified 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 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)Section 1. 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 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 Propertyhereof.

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 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)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 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 Propertydefective title.

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, 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 Sellerother than Permitted Encumbrances, 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 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 then Lessee may terminate this Agreement Lease and the termination procedures in Paragraph 21 shall applyPurchase Agreement by providing written notice to Lessor. 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 Prior to the Property.Commencement Date and the issuance of Lessee’s policy of leasehold

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 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)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 21 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 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. 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 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 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 or receipt of such written notice, 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 descriptions 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 21 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 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), be entitled to object to any exceptions contained in the amount Commitment or the Survey in its sole discretion by a written notice of objections delivered to Seller no later than the expiration of the Purchase PriceReview Period, from as hereinafter defined. If Purchaser fails to deliver to Seller a title company notice of Purchaser’s choosing. Such title evidence objections on or before expiration of the Review Period, then Purchaser shall be prepared deemed to have waived any objection to any matters appearing in the Commitment and issued by Survey, and thereafter all such exceptions shall be deemed to be Permitted Exceptions. Seller shall pay have ten (10) days from the state filed receipt of Purchaser's notice of objections either to procure the issuance of an endorsement to the Commitment in form and substance acceptable to Purchaser, all at Seller's sole cost and expense, removing such exceptions or to provide affirmative title premium insurance protection for such exceptions satisfactory to Purchaser in Purchaser's sole discretion, provided that Seller shall have no obligation to undertake to cure any objection or spend money with the title company or any 3rd party to cure same unless such objection is to an exception for a monetary obligation of Seller other than the Existing Loan, in which case, Seller shall cure same. If Seller fails to notify Purchaser within two (2) days of receipt of said Purchaser's notice that Seller will either provide for the applicable ALTA Homeowners/Owners Policy that is issued at Closing. Purchaser shall pay all other title premiums and costs, in excess removal of the applicable ALTA Homeowners/Owners Policy premium, including but not limited to all lender required such exceptions or obtain affirmative title insurance premiums protection for such exceptions satisfactory to Purchaser in Purchaser's sole discretion within such ten (10)-day period, then this Agreement shall be terminated whereupon the Initial Deposit, and endorsementsif applicable, the title commitmentAdditional Deposit, and all interest thereon shall be returned to Purchaser, and the title search/exam cost. The title commitment parties shall be continued released from all further obligations under this Agreement. If Purchaser waives in writing its objections to any matters described in the date notice of Closing and objections, such matters shall show record title 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 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 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 PropertyPermitted Exceptions.

Title. Seller shall furnish Purchaser a commitment for an ALTA Homeowners Policy convey to Buyer by special warranty deed (the “Deed”), 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). Lawyers Title Insurance Corporation (or the “Title Insurer”) has delivered to Buyer a Commitment For Title Insurance for an ALTA Owner’s Policy of Form B Title Insurance when Policy with such endorsements as Buyer shall reasonably require 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 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 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 ten (10) 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 period above provided, Buyer may (a) terminate this Agreement within ten (10) days after Seller gives notice, or is unable deemed to have given notice, that Seller refuses to cure such unacceptable exceptions and the Deposit shall be returned to Buyer, or unwilling (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 cure or remove by Closing (i) all mortgages and deeds of trust against the Property, (ii) mechanics’ and materialmen’s liens caused by Seller or its agents, (iii) tax liens relating to the Property to the extent the taxes are then due and payable, or (iv) other liens that can be removed by the payment of a sum certain; provided, however, that the monetary amounts required to remove the defect(sliens described in clauses (ii) and (iv) above do not in the aggregate exceed Fifty Thousand and 00/100 Dollars ($50,000.00) (collectively, the “Monetary Liens”). If Seller does not satisfy or otherwise remove any Monetary Liens from the Property at Closing, Purchaser Buyer may accept title subject discharge the same at Closing and deduct the cost to such defect(s) or may terminate this Agreement do so from the Purchase Price and the termination procedures Seller shall cooperate with Buyer in Paragraph 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 Propertydoing so.

Title. Seller (a) Purchaser shall furnish obtain from a reputable title insurance company selected by 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), licensed in the amount Commonwealth of Pennsylvania (the “Title Company”) a title commitment (the “Title Report”) with respect to the Parking Garage and, on or before the expiration of the Purchase PriceDue Diligence Period, from deliver a title company of copy thereof to Seller together with a letter setting forth Purchaser’s choosingobjections to the exceptions to title listed on Schedules B-I and B-II to the Title Report. Such title evidence Unless Purchaser shall object to any such exception on or before the expiration of the Due Diligence Period, Purchaser shall be prepared and issued by deemed to have consented to all exceptions to title to the Parking Garage. Seller shall pay the state filed title premium for the applicable ALTA Homeowners/Owners Policy that is issued at Closing. convey and Purchaser shall pay accept title to the Parking Garage subject to (i) those exceptions to title listed on Schedule 5(a)(i), (ii) applicable zoning and building ordinances and land use regulations, (iii) all other recorded and unrecorded encumbrances on title premiums and coststo the Parking Garage (unless objected to as provided above), in excess (iv) such state of facts as would be disclosed by a physical inspection of the applicable ALTA Homeowners/Owners Policy premiumParking Garage, including but (v) the lien of taxes not limited to all lender required title insurance premiums yet due and endorsementspayable, the title commitment(vi) any exceptions caused by Purchaser’s Representatives, and (vii) any other exceptions that the title search/exam cost. The title commitment Title Company shall be continued commit to the date of Closing and shall show record title insure over, without any additional cost 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, whether the insurance is made available in consideration of payment, bonding, indemnity of Seller or otherwise (the foregoing exceptions described in clauses (i) through (vii) being collectively called the “Permitted Exceptions”). (b) those specifically set If Purchaser has any objections to [describe the survey of the Parking Garage and appurtenances thereto being prepared by Xxxxxxx & Associates] (the “Survey”), Purchaser shall provide Seller with a letter setting forth in this AgreementPurchaser’s specific objections to such matters shown on the Survey before expiration of the Due Diligence Period. If Purchaser does not make any such objections on or before the expiration of the Due Diligence Period, Purchaser shall be deemed to have consented to all matters shown on the Survey. (c) those liens and mortgages that will Any title exceptions or Survey matters which are timely objected to by Purchaser shall be released herein collectively called the “Unacceptable Encumbrances.” Seller may elect (but shall not be obligated) to remove, or cause to be removed at (or before) Closing and removed from titleits expense, (d) rights of tenants specifically disclosed to Purchaser in Paragraph 28 or the Leased Property Addendum, (e) zoning ordinances, (f) legal highwaysany Unacceptable Encumbrances, and (g) restrictions and utility easements of record (unless they unreasonably interfere with the location of existing buildings, the present use shall be entitled to a reasonable adjournment of the Property, or uses which Purchaser has disclosed Closing (not to Seller in writing). If the title evidence reveals any other title defect(s), Seller shall have exceed thirty (30) days) for the purpose of such removal, which removal will be deemed effected by the issuance of title insurance eliminating or insuring against the effect of the Unacceptable Encumbrances. Seller shall notify Purchaser in writing within five (5) business days after demand by Purchaser receipt of Purchaser’s notice of Unacceptable Encumbrances whether Seller elects to remove such defect(s) and Closing shall be delayed accordinglythe same. If Seller is unable unable, or unwilling elects not to remove the defect(s)or endorse over any Unacceptable Encumbrances, Purchaser may accept title subject elect, as its sole and exclusive remedy, either (i) to such defect(s) or may terminate this Agreement and by notice to Seller pursuant to Section 14(a), in which event the termination procedures in Paragraph 21 provisions of Section 14(a) shall apply. The parties recognize and understand that an ALTA Homeowners/Owners Policy is an optional form , or (ii) to take such title as Seller can convey without abatement of insurance to protect or credit against the Purchaser from covered title issues relating to the PropertyPurchase Price.

Title. (a) At Closing, Seller shall furnish transfer fee simple title to the Property to Purchaser subject only to (i) real estate taxes and sewer and water charges (collectively, the “Impositions”) not then due and payable, (ii) the easements, covenants, restrictions and exceptions of record that are shown on the Purchaser’s title commitment (the “Title Commitment”) at the end of the Inspection Period, (iii) all laws, ordinances, statutes, orders, requirements and regulations to which the Property is subject, (iv) the preprinted exceptions in the Title Commitment (other than the preprinted exception for creditors’ rights), (v) any exception from an updated survey, and (vi) any Title Commitment requirements which are Purchaser’s responsibility to fulfill (such as providing the Title Company with organizational and authorization documentation) (collectively with the Impositions not then due and payable, the “Permitted Exceptions”). (b) Not later than ten (10) days prior to the expiration of the Inspection Period, Purchaser shall give Seller written notice (“Purchaser’s Title Notice”) of any title exceptions or other matters which are contained in the Title Commitment or the Purchaser’s survey and which are not acceptable to Purchaser (each, a commitment for an ALTA Homeowners Policy of “Title Insurance Objection”). Failure by Purchaser to give Purchaser’s Title Notice (or an ALTA Ownerto object to any matter referenced in the Title Commitment or the Purchaser’s Policy survey) to Seller on or before said date shall constitute Purchaser’s acceptance of such matters and such matters shall be deemed Permitted Exceptions. If Purchaser’s Title Insurance when Notice shall be timely given, Seller shall have a period of eight (8) days following Seller’s receipt of Purchaser’s Title Notice to respond in writing as to whether Seller will cure or attempt to cure the ALTA Homeowners Policy Title Objections set forth in Purchaser’s Title Notice. For purposes of clarity, the parties agree that, except as otherwise expressly provided in Paragraph 6(c) below with respect to Seller Monetary Obligations, Seller shall have no obligation to undertake any action or incur any expense in order to cure or attempt to cure any Title Insurance is Objections set forth in Purchaser’s Title Notice. In the event that Seller (in its sole discretion) elects not applicable for issuance on to attempt to remove, correct, cure or satisfy the transactionTitle Objections raised in Purchaser’s Title Notice, or if having elected to do so, does not, prior to the Closing Date, effectuate any such removal, correction, cure or satisfaction as aforesaid (hereinafter called “title correction”), Purchaser shall Initials | | | have the right at its sole option either (i) to terminate this Agreement, in which event the amount of Xxxxxxx Money shall be returned to Purchaser and neither party shall thereafter have any further liability hereunder, except as otherwise provided in this Agreement, or (ii) to accept such title as is disclosed by the Title Commitment and Purchaser’s survey without title correction and without any reduction to the Purchase Price, thereby waiving any rights against Seller with respect thereto. Said election shall be made by Purchaser prior to the expiration of the Inspection Period. In the event that Seller (even though under no duty to do so) shall undertake title correction as aforesaid, and shall be successful, this Agreement shall continue in full force and effect and Purchaser shall close the transaction contemplated hereby in accordance with the terms hereof. In the event that Seller shall only be partially successful in obtaining title correction, Purchaser shall have the same alternative rights as Purchaser would have in the event Seller had declined to seek title correction (as set forth above). Purchaser shall make its election within three (3) days after Purchaser’s receipt of written notice from a Seller to Purchaser of the extent to which title company has been corrected. (c) If Purchaser does not terminate this Agreement during the Inspection Period in accordance with Paragraph 8(a), then (except with respect to any Title Objection which Seller has elected to cure in accordance with the provisions of Paragraph 6(b), which shall be governed by the provisions of Paragraph 6(b)), Purchaser shall be deemed to have approved all of the Permitted Exceptions other than the Seller Monetary Obligations (as defined below), which shall be paid or otherwise discharged by Seller at or before Closing, unless the same arise out of Purchaser’s choosing. Such title evidence activities, in which event any such liens and encumbrances shall be prepared and issued paid by Purchaser. Seller does not make any representations, warranties or covenants concerning title to the Property except that (1) after the Effective Date, Seller shall pay not execute any deed, easement, restriction, covenant or other matter affecting title to the state filed title premium for Property unless Purchaser has received a copy thereof and has expressly approved the applicable ALTA Homeowners/Owners Policy that is issued same in writing (in its sole and unfettered discretion); and (2) Seller shall remove or otherwise discharge at Closing. Purchaser shall pay or before Closing any and all mortgages, deeds of trust, mechanics or materialmen’s liens and all other title premiums and costsmonetary liens against the Property voluntarily caused by Seller (the “Seller Monetary Obligations”) other than those, if any, which arise out of Purchaser’s activities. Seller agrees that the preceding sentence shall not eliminate or otherwise alter Seller’s obligation to deliver the Deed at Closing in excess accordance with Paragraph 12(a) of the applicable ALTA Homeowners/Owners Policy premiumthis Agreement. At Closing, 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 Seller will deliver an affidavit 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, form attached hereto as Exhibit D. (d) rights Seller agrees to provide Purchaser with copies of tenants specifically disclosed to Purchaser in Paragraph 28 or the Leased Property Addendumits Deed, (e) zoning ordinances, (f) legal highways, title insurance policy 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 documents that are in Paragraph 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 PropertySeller’s possession.

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. i) 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 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 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 from the Effective Date to obtain from the Title Company, a commitment for title insurance (the "Purchaser's Commitment") and to notify Seller by written statement of all objections or defects, if any, to Seller's title to the Property, other than such encumbrances set forth on Exhibit B attached hereto (hereinafter referred to as the "Permitted Exceptions"). Failure of Purchaser to remove notify Seller of such defect(sobjections or defects, if any, prior to the expiration said thirty (30) day period shall constitute a waiver of any objections or defects to Seller's title appearing of record as of the effective date of the Purchaser's Commitment, and Closing any such objections or defects shall be delayed accordinglybecome Permitted Exceptions. If Purchaser should notify Seller of any such objections or defects prior to the expiration of said thirty (30) day period, Seller shall have the right either (x) to cure or remove any such objections or defects prior to Closing or (y) to notify Purchaser prior to Closing that Seller is unable or unwilling to remove cure such objections or defects. (ii) In the defect(s)event that Seller so notifies Purchaser pursuant to subsection (i) above that it is unable or unwilling to cure any objections or defects, then Purchaser may accept shall have the option, exercisable within fifteen (15) days after such notification by Seller, of (x) waiving such objections or defects and agreeing to take title to the Property subject to such defect(sobjections or defects without any adjustment to or deduction from the purchase price or (y) or may terminate terminating this Agreement by notice to Seller and Escrow Agent, in which latter case the termination procedures Escrow Agent shall return the Xxxxxxx Money (less $100.00 which shall be delivered to Seller in Paragraph 21 consideration for entering into this Agreement) to Purchaser, whereupon neither party shall applyhave any further rights, duties, obligations or liabilities hereunder, except for Purchaser's indemnifications contained in Sections 4 and 6 below. The parties recognize and understand that an ALTA Homeowners/Owners Policy is an optional form Nothing contained herein shall waive or limit Purchaser's rights to object to any title objections or defects appearing of insurance to protect record after the Purchaser from covered title issues relating to the Propertyeffective date of Purchaser's Commitment.

Title. Seller The Vendor or the Vendor’s Solicitors shall furnish notify the Purchaser a commitment or his/her Solicitor following registration of the Creating Documents so as to permit the Purchaser or his/her Solicitor to examine title to the Unit (the “Notification Date”). The Purchaser shall be allowed twenty (20) days from the Notification Date (the “Examination Period”) to examine title to the Unit at the Purchaser’s own expense and shall not call for an ALTA Homeowners Policy the production of Title Insurance (any surveys, title deeds, abstracts of title, grading certificates, occupancy permits or an ALTA Owner’s Policy certificates, nor any other proof or evidence of Title Insurance when the ALTA Homeowners Policy title or occupiability of Title Insurance is not applicable for issuance on the transaction)Unit, except such copies thereof as are in the amount of Vendor’s possession. If within the Purchase PriceExamination Period, from a any valid objection to title company of Purchaser’s choosing. Such title evidence or to any outstanding work order is made in writing to the Vendor which the Vendor 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 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 and which the defect(s)Purchaser will not waive, Purchaser may accept title subject to such defect(s) or may terminate this Agreement shall, notwithstanding any intervening acts or negotiations in respect of such objections, be null and void and the termination procedures deposit monies (other than the Old Deposit) together with the interest required by the Act to be paid after deducting any payments due to the Vendor by the Purchaser as provided for in Paragraph 21 this Agreement shall applybe returned to the Purchaser and the Vendor shall have no further liability or obligation hereunder and shall not be liable for any costs or damages. Save as to any valid objections so made within the Examination Period, the Purchaser shall be conclusively deemed to have accepted the title of the Vendor to the Unit. The parties recognize Purchaser acknowledges and understand agrees that an ALTA Homeowners/Owners Policy is an optional form the Vendor shall be entitled to respond to some or all of insurance to protect the requisitions submitted by or on behalf of the Purchaser from covered through the use of a standard title issues relating memorandum or title advice statement prepared by the Vendor’s Solicitors, and that same shall constitute a satisfactory manner of responding to the PropertyPurchaser’s requisitions, thereby relieving the Vendor and the Vendor’s Solicitors of the requirement to respond directly or specifically to the Purchaser’s requisitions.

Title. (1) At least fifteen (15) days prior to the Closing Date, Seller shall furnish Purchaser will provide Buyer with 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 insurance company licensed in Florida to issue title insurance for an amount equal to the net book value of Purchaser’s choosing. Such title evidence shall be prepared the Owned Real Estate upon the recording of proper documents 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 payment of the applicable ALTA Homeowners/Owners Policy premium, including but not limited premium to all lender required the title insurance premiums and endorsements, company (the title commitment, and the title search/exam cost“Title Commitment”). The Title Commitment will show title commitment shall be continued to the Owned Real Estate as of a date of Closing no more than fifteen (15) days before the Title Commitment is provided to Buyer and shall show will be sufficient to insure good and marketable fee simple record title to be marketable the Owned Real Estate except for municipal and zoning ordinances and related agreements, recorded easements, recorded building and use restrictions and covenants, general taxes levied in the name year in which the Effective Time falls, any matters that a current and accurate survey of the Owned Real Estate would disclose and any other matters approved by Buyer (collectively, the “Permitted Exceptions”). (2) Upon receipt of the Title Commitment and its related documents, Buyer will have ten (10) days to examine the Title Commitment and notify Seller in writing of any defects or objections affecting the marketability of the title to the Owned Real Estate which are not included in the Permitted Exceptions. Seller will then have until the Closing Date to cure the defects and objections. If Seller elects not to cure the defects and objections or fails to cure the defects or objections by the Closing Date, Buyer will have the option, at its sole discretion, to: (A) terminate this Agreement by giving written notice of termination to Seller; or (B) accept title to the Owned Real Estate subject to the defects and objections with no reduction in the price allocated to the Owned Real Estate, free in which case the defects and clear objections will be deemed “Permitted Exceptions.” In the event that any defects or objections inhibit Buyer’s ability to conduct business thereat or affect, to any material extent, the marketability of the Owned Real Estate, Buyer will additionally have the option, in its sole discretion enter into an agreement that would exclude the Owned Real Estate subject to the defects or objections from material defects, liens and encumbrances, except (a) those created or assumed by Purchaser, (b) those specifically Buyer’s purchase of the Branches 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 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(sSection 1(a)(1), provided that Seller shall will have thirty (30) days after demand by Purchaser receipt of notice from Seller to remove remediate any such defect(sdefects or objections so that it does not inhibit Buyer’s ability to conduct business at the location or materially affect the marketability of the Owned Real Estate, after which the parties shall then adjust the purchase price of the Sale to reflect the reduction of Real Estate based on the calculations set forth in Sections 3(b) and Closing 5(f) in the event that the Seller does not remediate any such defects or objections as described above; it being understood that Buyer shall be delayed accordingly. If still assume the Deposits related to the excluded Owned Real Estate. (3) Seller is unable or unwilling to remove will pay the defect(s), Purchaser may accept title subject to such defect(s) or may terminate this Agreement cost of the Title Commitment and the termination procedures in Paragraph 21 shall applycost of any transfer tax imposed by the State of Florida on the conveyance of the Owned Real Estate. The parties recognize Buyer will pay the cost of any investigation of the Owned Real Estate desired by Buyer and understand that an ALTA Homeowners/Owners Policy is an optional form the cost of insurance to protect the Purchaser from covered any additional title issues relating to the Propertycoverage or special endorsements.

Title. Seller shall furnish A. Purchaser agrees to promptly order a commitment for title insurance from Escrow Agent. Seller agrees to promptly furnish to Purchaser an updated 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 survey 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 ClosingPremises. Purchaser shall pay all other have until the end of the Due Diligence Period to notify Seller in writing of any objections it may have to said title commitment or survey, 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 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 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 Permitted 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 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 writinghereafter defined). If the Purchaser shall timely notify Seller of a defect in Seller's title evidence reveals any other title defect(s)or survey, Seller shall have notify Purchaser within ten (10) days after receipt of such notice whether Seller will attempt to cure such defects. If Seller elects to cure such defects, then Seller shall be entitled, at its option, to extensions of the Closing Date (hereafter defined) for up to thirty (30) days after demand by Purchaser in the aggregate to remove 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) and regardless of the reason within ten (10) days prior to the Closing Date, or if Seller elects not to cure such defects, then Purchaser shall have the option to close on its purchase of the Premises in accordance with the terms hereof, with no abatement or offset, or to terminate this Contract, in which event the Downpayment, together with interest thereon, shall be delayed accordinglyreturned to Purchaser and the parties shall have no other liability to each other. If Purchaser shall have three (3) days following its receipt of an update title commitment (but in no event later than the Closing Date) to notify Seller is unable of any new title defects raised thereby which did not exist at the time of the issuance of the initial title commitment or unwilling survey and the provisions above of this Paragraph shall apply in respect of such new title defects. B. The Premises are sold subject to remove the defect(sfollowing (collectively, the "Permitted Exceptions"): (1) any matters of record (other than liens or judgments for the payment of money) which do not adversely affect the marketability or insurability of title; (2) current city, state and county ad valorem taxes not yet due and payable; (3) easements and rights-of-way for the installation or maintenance of public utilities, streets and sidewalks, such do not interfere with the operation of the Premises; (4) the rights of tenants, as tenants only, under the apartment leases; and (5) such other matters, if any, as are not objected to by Purchaser as provided in A above or which are accepted by Purchaser. Notwithstanding anything in this agreement to the contrary, under no circumstances shall any liens or mortgages or deeds of trust, mechanic’s liens, attachments, liens to secure the payment of income taxes of Seller or Seller’s constituents, or delinquent property taxes against the Property be considered to be Permitted Exceptions and Purchaser’s failure to object to same shall not be deemed to be a waiver by Purchaser. C. Purchaser agrees to accept a limited warranty deed (or the local equivalent), Purchaser may accept title subject to such defect(s) or may terminate this Agreement and in form satisfactory for recording, for the termination procedures in Paragraph 21 shall apply. The parties recognize and understand that an ALTA Homeowners/Owners Policy is an optional form sale of insurance to protect the Purchaser from covered title issues relating to the PropertyPremises.

Title. During the Inspection Period, Seller 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 Purchaser. 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 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)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 21 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.