Common use of Preliminary Title Report Clause in Contracts

Preliminary Title Report. Within sixty (60) days after the date hereof, Seller, at Seller's expense, shall cause Escrow Agent ("Title Company") to issue and deliver to Buyer an A.L.T.A. Form B owner's title commitment ("Title Commitment") accompanied by one copy of all documents affecting the Property, and which constitute exceptions to the Title Commitment. Buyer shall give Seller written notice on or before the expiration of the later of (i) sixty (60) days after ▇▇▇▇▇'s receipt of the Title Commitment or (ii) thirty (30) days after ▇▇▇▇▇'s receipt of the survey provided for below, that the condition of title as set forth in the Title Commitment and survey is or is not satisfactory, in ▇▇▇▇▇'s sole discretion. In the event that the condition of title is not acceptable, Buyer shall state which exceptions to the Title Commitment are unacceptable and Seller shall undertake to eliminate such exceptions as set forth below; provided, however, that at Closing, mortgages may be satisfied or the liens thereof partially released as the case may be, as to the Property. Seller shall, at its sole cost and expense, promptly undertake and use its best efforts to eliminate or modify all unacceptable matters to the sole satisfaction of Buyer. In the event Seller is unable with the exercise of due diligence to satisfy the objections within ninety (90) days after notice, Buyer may, at its option, (i) accept title subject to the objections raised by Buyer, without an adjustment in the Purchase Price, in which event the objections shall be deemed to be waived for all purposes, (ii) provided further, that in the event that any such defect(s) results from liens or encumbrances having liquidated amounts, Seller shall cause such defects to be paid off and released at Closing, or (iii) rescind this Agreement, whereupon the Deposit described herein shall thereupon be returned to Buyer and this Agreement shall be of no further force and effect. Notwithstanding any of the provisions of this Section 2.1 to the contrary, if ▇▇▇▇▇ fails to notify Seller that the condition of title as set forth in the Title Commitment and survey is or is not acceptable, the parties hereby agree that the condition of title shall be deemed acceptable.

Preliminary Title Report. Within sixty (601) days after the date hereofBuyer has already received a preliminary title report dated December 11,1997, Seller, at Seller's expense, shall cause Escrow Agent ("escrow number 97-12-1221 RWC from Nevada Title Company") to issue and deliver to Buyer an A.L.T.A. Form B owner's title commitment (". Seller shall request Nevada Title Commitment") accompanied by one copy of all documents affecting the PropertyCompany, and which constitute exceptions to the Title Commitment. Buyer shall give Seller written notice on or before the expiration of the later of (i) sixty (60) days after Attn: ▇▇▇▇ ▇▇▇▇▇'s receipt ▇▇▇ (the "Title Company"), to provide an updated preliminary title report with respect to the Property setting forth the legal description of the Property and containing such exceptions as the Title Commitment Company would specify in an American Land Title Association ("ALTA") form of owner's policy of title insurance and to deliver within 5 days after the Opening of Escrow (as defined below) said updated preliminary title report to Buyer and Seller and, in addition, to deliver to Buyer and Seller legible copies of all documents of record or in its possession identified as exceptions in said preliminary title report (such preliminary title report and legible copies of documents are hereinafter collectively referred to as the "Preliminary Title Report"). (2) Buyer may, not later than fifteen (15) days following the receipt of: (i) the Title Report together with legible copies of all documents referred to therein as exceptions (and within fifteen (15) days following the date of any supplemental Preliminary Title Report modifying the legal description of the Property or containing exceptions not contained in the original Preliminary Title Report, together with legible copies of all documents identified as additional exceptions and (ii) thirty a current ALTA survey by a surveyor approved by Buyer (30) days after ▇▇▇▇▇'s receipt of the survey provided for belowand any others subsequently completed being "SURVEYS")), that the condition of title as set forth give written notice to Seller reasonably disapproving any items shown in the Surveys or specified or identified in said Preliminary Title Commitment Report or any supplemental Preliminary Title Report, and survey is or is not satisfactory, in ▇▇▇▇▇'s sole discretion. In identifying the event that the condition of title is not acceptable, Buyer shall state which exceptions to the Title Commitment are unacceptable and Seller shall undertake to eliminate such exceptions as set forth belowitems reasonably disapproved; provided, however, that Buyer hereby disapproves any mortgages, deeds of trust or liens for monetary obligations (or alleged monetary obligations) other than special assessments shown on the Preliminary Title Report (all of which (other than special assessments) shall be removed by Seller at Closingor prior to the Closing Date). If Buyer does not timely give notice of disapproval as aforesaid, mortgages may then Buyer shall be satisfied or deemed to have approved all items on the liens thereof partially released Surveys, Preliminary Title Report and any supplemental Preliminary Title Report, as the case may be. Buyer will expeditiously obtain the Survey so that Buyer shall complete its review of title (including the Survey) and give nay notice of disapproval to Seller prior to the "INSPECTION CUTOFF" provided in Section 4(c) hereof. Prior to the Inspection Cutoff, Buyer shall also satisfy itself as to the Property. Seller shall, at its sole cost availability of any title policy endorsements Buyer may require and expense, promptly undertake and use its best efforts to eliminate or modify all unacceptable matters to the sole satisfaction availability of Buyer. In the event Seller is unable with the exercise of due diligence to satisfy the objections within ninety (90) days after notice, Buyer may, at its option, (i) accept title subject to the objections raised by Buyer, without an adjustment in the Purchase Price, in which event the objections any such endorsements shall be deemed an item of disapproval to be waived for all purposes, (ii) provided further, that included in Buyer's title notice. It is the event that any such defect(s) results from liens or encumbrances having liquidated amounts, Seller shall cause such defects to be paid off and released at Closing, or (iii) rescind this Agreement, whereupon the Deposit described herein shall thereupon be returned to Buyer and this Agreement shall be of no further force and effect. Notwithstanding any intent of the provisions parties that the defined term PROPERTY shall include all of this Section 2.1 to the contrary, if real property owned at any time by Seller and/or ▇▇▇▇▇▇▇ fails to notify Seller that ▇. ▇▇▇▇▇▇ and/or ▇▇▇▇ ▇▇▇▇▇▇ individually within the condition of title as description set forth in the Title Commitment and survey is Exhibit A or is not acceptable, the parties hereby agree adjacent thereto such that the condition Property is contiguous on the north, west and east with property owned by Buyer (or Las Vegas Boulevard on the east in the case of the parcel having direct access to the Boulevard) and on the south with property owned by the Company, and that Buyer and/or its affiliates can obtain endorsements from the Title Company assuring that Buyer and its affiliated entities collectively have good and marketable title to the entire contiguous area. (3) If Buyer shall timely give notice of disapproval as aforesaid, then Seller, for a period of ten (10) days following receipt of such notice, or such longer period as may be specified in writing by Buyer, in no event to exceed thirty (30) days, (the "TITLE CURE PERIOD"), shall use its commercially reasonable efforts to remove (or otherwise modify or cure in a manner satisfactory to Buyer) said disapproved item or items. If Seller fails to cure such disapproved items within such 5 days, then except for (A) those items that exist because of intentional or negligent actions of Seller (excluding any items on the December 11 preliminary title report to the extent they have not been disapproved as of the execution hereof) or (B) those items which by the terms of Section 4 (a) (2) (such as all deeds of trust) which Seller is obligated to remove, or (C) items which remain because of Seller's failure to exercise commercially reasonable efforts to avoid or remove , as to which all such excepted items all remedies shall remain, Buyer's sole remedy shall be deemed acceptable.to either (i) waive Buyer's disapproval, or (ii) to terminate this Agreement by delivering written termination notice to Seller not later than ten (10) days following the expiration of the Title

Preliminary Title Report. Within sixty (60) days after the date hereof, Seller, at Seller's expense, Purchaser shall cause Escrow Agent Chicago Title Insurance Company, or an agent thereof, ("Title Company") to issue and deliver to Buyer Purchaser and Seller an A.L.T.A. Form B owner's title commitment on 1970 form ("Title Commitment") in the amount of the Purchase Price, accompanied by one copy of all documents affecting the Property, Property and which constitute exceptions to the Title CommitmentCommitment ("Recorded Documents"). Buyer Purchaser shall give Seller written notice on or before (the expiration of the later of "Title Notice") within seven (i) sixty (607) days after ▇▇▇▇▇Purchaser's receipt of the Title Commitment or (ii) thirty (30) days after ▇▇▇▇▇'s receipt of Commitment, the survey provided for belowRecorded Documents and the Survey, that the condition of whether such title as set forth in the Title Commitment and survey is or is not satisfactory, in ▇▇▇▇▇'s sole discretionacceptable to Purchaser. In the event that the condition of title is not acceptableacceptable to Purchaser or if the Title Company is unwilling to issue _____________________ (the "Required Endorsements"), Buyer Purchaser shall state in the Title Notice which exceptions to the Title Commitment are unacceptable and which Required Endorsements Title Company is unwilling to issue. Purchaser and Seller shall undertake to eliminate such exceptions as set forth below; provided, however, that at Closing, mortgages may be satisfied or the liens thereof partially released as the case may be, as to the Property. Seller shall, at its sole cost and expense, promptly undertake and use its best good faith efforts to eliminate attempt to agree upon a definitive list of title exceptions acceptable to Purchaser and Seller ("Permitted Exceptions") on or modify all unacceptable matters before the expiration of the seven (7) day period following the delivery of the Title Notice. All other exceptions to the sole satisfaction of Buyer. In the event Seller is unable with the exercise of due diligence to satisfy the objections within ninety (90) days after notice, Buyer may, at its option, (i) accept title subject to the objections raised by Buyer, without an adjustment in the Purchase Price, in which event the objections shall be deemed to "Unpermitted Exceptions." Notwithstanding the foregoing, Seller agrees that liens and other encumbrances for the payment of money of a definite and ascertainable amount which are disclosed by the original Title Commitment other than real estate taxes not yet due and payable and special assessments shall be waived for all purposes, (ii) provided further, that in Unpermitted Exceptions which Seller shall remove on or before Closing. If the event that any such defect(s) results from liens or encumbrances having liquidated amountsparties agree upon a list of Permitted Exceptions, Seller shall cause the Title Company to remove all Unpermitted Exceptions and issue the Required Endorsements at the Closing. If the parties cannot agree upon a mutually acceptable list of Permitted Exceptions on or -3- before the expiration of said seven (7) day period, then Purchaser shall have the right to terminate this Agreement by notice to Seller on or before the Closing Date or waive its objections to such defects to be paid off and released at Closingtitle matters. If Purchaser terminates this Agreement in accordance with the terms of this Section 4.A., or (iii) rescind this Agreement, whereupon the Deposit described herein shall thereupon be returned to Buyer and this Agreement shall be of no become null and void without further force and effect. Notwithstanding any action of the provisions of this Section 2.1 to the contrary, if parties and all ▇▇▇▇▇▇▇ fails Money, together with any interest accrued thereon, shall be returned to notify Seller that Purchaser, and neither party shall have any further liability to the condition of title other, except as specifically set forth in the Title Commitment and survey is or is not acceptable, the parties hereby agree that the condition of title shall be deemed acceptableherein.

Preliminary Title Report. Within sixty (60) days after CHICAGO TITLE COMPANY In response to the application for a policy of title insurance referenced herein, Chicago Title Company hereby reports that it is prepared to issue, or cause to be issued, as of the date hereof, Sellera policy or portion of title insurance describing the land and the estate or interest therein hereinafter set forth, at Seller's expenseinsuring against loss which may be sustained by reason of any defect, shall cause Escrow Agent ("Title Company") lien or encumbrance not shown or referred to issue and deliver to Buyer as an A.L.T.A. Form B owner's title commitment ("Title Commitment") accompanied by one copy of all documents affecting the Property, and which constitute exceptions exception herein or not excluded from coverage pursuant to the Title Commitmentprinted Schedules, Conditions and Stipulations or Conditions of said policy forms. Buyer The printed Exceptions and Exclusions from the coverage and Limitations on Covered Risks of said policy or policies are set forth in Attachment One. The policy to be issued may contain an arbitration clause. When the Amount of Insurance is less than that set forth in the arbitration clause, all arbitrable matters shall give Seller written notice on be arbitrated at the option of either the Company or before the expiration Insured as the exclusive remedy of the later parties. Limitations on Covered Risks applicable to the CLTA and ALTA Homeowner’s Policies of Title Insurance which establish a Deductible Amount and a Maximum Dollar Limit of Liability for certain coverages are also set forth in Attachment One. Copies of the policy forms should be read. They are available from the office which issued this report. This report (iand any supplements or amendments hereto) sixty (60is issued solely for the purpose of facilitating the issuance of a policy of title insurance and no liability is assumed hereby. If it is desired that liability be assumed prior to the issuance of a policy of title insurance, a Binder or Commitment should be requested. The policy(s) days after of title insurance to be issued hereunder will be policy(s) of Chicago Title Insurance Company, a Nebraska corporation. Chicago Title Company BY /s/ [ILLEGIBLE] President ATTEST /s/ [ILLEGIBLE] /s/ ▇▇▇▇▇'s receipt of the ▇ ▇▇▇▇▇ Secretary ISSUING OFFICE: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Drive, Suite 400 • Concord, CA 94520 Title Commitment or (ii) thirty (30) days after Officer: ▇▇▇▇▇ ▇▇▇▇▇'s receipt of the survey provided for below, that the condition of title as set forth in the ▇▇-Comm Title Commitment and survey is or is not satisfactory, in Only Title No.: 09-59025180-8-DP Locate No.: CACT17701-7701-5590-0059025180 TO: Chicago Title Company-Los Angeles ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇'s sole discretion. In the event that the condition of title is not acceptable▇ ▇▇▇▇▇▇, Buyer shall state which exceptions to the Title Commitment are unacceptable and Seller shall undertake to eliminate such exceptions as set forth below; provided, however, that at Closing, mortgages may be satisfied or the liens thereof partially released as the case may be, as to the Property. Seller shall, at its sole cost and expense, promptly undertake and use its best efforts to eliminate or modify all unacceptable matters to the sole satisfaction of Buyer. In the event Seller is unable with the exercise of due diligence to satisfy the objections within ninety (90) days after notice, Buyer may, at its option, (i) accept title subject to the objections raised by Buyer, without an adjustment in the Purchase Price, in which event the objections shall be deemed to be waived for all purposes, (ii) provided further, that in the event that any such defect(s) results from liens or encumbrances having liquidated amounts, Seller shall cause such defects to be paid off and released at Closing, or (iii) rescind this Agreement, whereupon the Deposit described herein shall thereupon be returned to Buyer and this Agreement shall be of no further force and effect. Notwithstanding any of the provisions of this Section 2.1 to the contrary, if ▇▇▇▇▇ fails to notify Seller that the condition ▇▇▇ Los Angeles, CA 90017 ATTN: ▇▇▇▇▇▇ ▇▇▇▇▇▇ YOUR REFERENCE: B0901840 SHORT TERM RATE: Yes PROPERTY ADDRESS: ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ EFFECTIVE DATE: September 3, 2009, 07:30 A.M. The form of policy or policies of title as set forth in the Title Commitment and survey is or is not acceptable, the parties hereby agree that the condition of title shall be deemed acceptable.insurance contemplated by this report is: CLTA Standard Coverage Policy - 1990

Preliminary Title Report. Within sixty (60) days after the date hereof, Seller, at Seller's expense, shall cause Escrow Agent ("Title Company") to issue and deliver to Buyer an A.L.T.A. Form B owner's title commitment ("Title Commitment") accompanied by one copy of all documents affecting the Property, and which constitute exceptions to the Title Commitment. Buyer shall give Seller written notice on or before approve, in its sole discretion, by the expiration of the later Due Diligence Period of the following: (i) sixty a current preliminary title report for the Property issued by the Title Company (60“PTR”); (ii) copies of all underlying title documents described in such preliminary title report, and (iii) any existing survey of the property in Seller’s actual possession (the “Title Documents”). (a) Seller shall deliver to Buyer, within five (5) days of the Agreement Date (“Title Delivery Date”) the Title Documents. Buyer, at its sole and absolute discretion, shall have the right to commission an ALTA survey of the Property (or update of an existing survey). (b) Buyer shall have until 5:00 p.m. Pacific Time, on the date that is ten (10) days prior to the expiration of the Due Diligence Period (the “Title Review Period”) to examine the Title Documents. If Buyer objects to any title exceptions disclosed in the Title Documents, Buyer shall, prior to the expiration of the Title Review Period, notify Seller in writing (“Buyer's Notice”), specifying the objectionable matters. Buyer’s failure to timely deliver Buyer’s Notice shall be deemed Buyer’s approval of the exceptions shown on the Title Documents. (c) Seller may elect (but shall have no obligation whatsoever except as set forth below) to cure some or all of such objectionable matters by notifying Buyer in writing (“Seller's Notice”) within five (5) days after ▇▇▇▇▇'s receipt of Buyer's Notice. If Seller elects to cure some or all of such disapproved title matters, Seller agrees to use commercially reasonable efforts to effectuate such cure. Failure of Seller to deliver Seller's Notice shall be deemed Seller's election not to cure any objectionable title matter in Buyer’s Notice. Notwithstanding anything to the contrary contained in this Agreement, Seller shall be obligated to remove at or prior to the Close of Escrow all monetary liens against the Property (other than the lien of current taxes and assessments subject to proration at the Close of Escrow) (“Monetary Liens”), and in no event shall Buyer be required to disapprove of Monetary Liens in Buyer’s Notice or include Monetary Liens in Buyer’s Title Commitment Waiver Notice. (d) If Seller elects not to cure some or all of the matters objected to by Buyer, or if Seller is deemed to have elected not to cure such objectionable title matters, then Buyer shall have until the expiration of the Due Diligence Period, in which to notify Seller in writing that Buyer has elected to waive such objections which Seller has elected not to cure (the “Buyer's Title Waiver Notice”), in which event Buyer and Seller shall proceed to the Closing as provided for herein, or terminate this Agreement and receive a refund of the Deposit. In the event Buyer fails to deliver a Buyer's Title Waiver Notice, this Agreement shall terminate and the Deposit shall be returned to Buyer. (e) If Seller has agreed to remove or cure some or all of the items set forth in Buyer’s Notice and is unable to or has failed to remove or cure the same by Close of Escrow, then Buyer shall have, as Buyer’s sole and exclusive remedy, the right exercisable prior to Closing Date either to: (i) waive such exceptions to title, and proceed to take title to the Property without any deduction or offset in the Purchase Price, or (ii) thirty terminate this Agreement and the Escrow by giving written notice of such termination to Seller and to Escrow Holder in which event Buyer and Seller shall have no further liability to the other hereunder except for those provisions that specifically survive the termination of this Agreement and the Deposit shall be returned to Buyer. Buyer’s failure to provide Seller or Escrow Holder with written notice of termination prior to the Closing Date shall constitute Buyer’s election under (30i) days after ▇▇▇▇▇'s receipt of above. Notwithstanding the survey provided for belowforegoing, that the condition of title as set forth in the Title Commitment and survey is or is not satisfactory, in ▇▇▇▇▇'s sole discretion. In the event that the condition of title is not acceptableif Seller fails to remove Monetary Liens, Buyer shall state have the right to cause the proceeds of the sale which exceptions Seller would otherwise receive to be applied to the satisfaction of Monetary Liens (f) Buyer shall be deemed to have approved all title exceptions shown on the Title Commitment are unacceptable and Documents not objected to in Buyer’s Notice or to which objections have been waived in Buyer’s Title Waiver Notice or by Buyer pursuant to Section 3.3.4(e) above, other than Monetary Liens which shall be removed by Seller shall undertake to eliminate such exceptions as set forth below; provided, however, that at Closing, mortgages may be satisfied or the liens thereof partially released as the case may be, as to the Property. Seller shall, at its sole cost and expense, promptly undertake and use its best efforts to eliminate or modify all unacceptable matters to the sole satisfaction of Buyer. In the event Seller is unable with the exercise of due diligence to satisfy the objections within ninety (90) days after notice, Buyer may, at its option, (i) accept title subject to the objections raised by Buyer, without an adjustment in the Purchase Price, in which event the objections shall be deemed to be waived for all purposes, (ii) provided further, that in the event that any such defect(s) results from liens or encumbrances having liquidated amounts, Seller shall cause such defects to be paid off and released at Closing, or (iii) rescind this Agreement, whereupon the Deposit described herein shall thereupon be returned to Buyer and this Agreement shall be of no further force and effect. Notwithstanding any of the provisions of this Section 2.1 to the contrary, if ▇▇▇▇▇ fails to notify Seller that the condition of title as set forth in the Title Commitment and survey is or is not acceptable, the parties hereby agree that the condition of title shall be deemed acceptable.

Preliminary Title Report. Within sixty fifteen (6015) days after the date hereofEffective Date, Seller, at Seller's expense, Seller shall cause Escrow Agent ("Title Company") to issue and deliver to Buyer an A.L.T.A. Form B Purchaser a customary owner's ’s title commitment ("Title Commitment") accompanied by one copy commitment, together with copies of all documents affecting instruments listed therein as exceptions to title to the Property, issued by Beach Abstract and which constitute exceptions Guaranty Company, as a local agent of Chicago Title Insurance Company or another title insurance company acceptable to Purchaser (the “Title Company”), dated subsequent to the date of this Agreement, showing fee simple title to Seller’s Undivided Interest in the Land to be held by Seller (the “Title Commitment”) and subject to the customary terms thereof committing the Title Company to issue to Purchaser upon the Closing a standard policy of title insurance to insure fee simple title to Seller’s Undivided Interest in the Land to Purchaser, in an amount equal to the Purchase Price, subject only to Permitted Exceptions (the “Title Policy”). Buyer It shall give Seller written notice on not be objectionable if the Title Commitment shall show the existence of other liens, encumbrances or before title conditions other than the expiration of the later of Permitted Exceptions provided (i) sixty the same are discharged, canceled of record and terminated at or prior to Closing by Seller, and (60ii) days after ▇▇▇▇▇'s receipt the Title Company shall delete same as of the Closing from the Title Commitment and the Title Policy to be issued pursuant thereto, by endorsement or other manner reasonably acceptable to Purchaser. The cost of the Title Commitment or (ii) thirty (30) days after ▇▇▇▇▇'s receipt of the survey provided for below, that the condition of title as set forth in the Title Commitment and survey is or is not satisfactory, in ▇▇▇▇▇'s sole discretion. In the event that the condition of title is not acceptable, Buyer Policy shall state which exceptions to the Title Commitment are unacceptable and Seller shall undertake to eliminate such exceptions as set forth belowbe paid by Seller; provided, however, that at Closing, mortgages may be satisfied or the liens thereof partially released as the case may be, as to the Property. Seller shall, at its sole cost and expense, promptly undertake and use its best efforts to eliminate or modify all unacceptable matters to the sole satisfaction of Buyer. In the event Seller is unable with the exercise of due diligence to satisfy the objections within ninety (90) days after notice, Buyer may, at its option, (i) accept title subject to the objections raised by Buyer, without an adjustment in the Purchase Price, in which event the objections shall be deemed to be waived for all purposes, (ii) provided further, that in the event that any such defect(s) results from liens or encumbrances having liquidated amounts, Seller shall cause such defects to be paid off and released at Closing, or (iii) rescind this Agreement, whereupon the Deposit described notwithstanding anything herein shall thereupon be returned to Buyer and this Agreement shall be of no further force and effect. Notwithstanding any of the provisions of this Section 2.1 to the contrary, if ▇▇▇▇▇ fails in the event Purchaser terminates this Agreement prior to notify Seller that the condition end of the Due Diligence Period, other than because of a title as set forth in defect or other adverse matter relating to the Property or breach by Seller, then the cost of the Title Commitment and survey is or is not acceptable(i.e., the parties hereby agree that the condition of title search fee) shall be deemed acceptablepaid by Purchaser.

Preliminary Title Report. Within sixty ten (6010) days after the date hereofEffective Date, Seller, at Seller's expense, Seller shall cause Escrow Agent ("the Title Company") Company to issue and deliver to Buyer an A.L.T.A. Form B owner's Purchaser a title commitment issued by the Title Company as agent for Old Republic National Title Insurance Company (the “Title Insurer”) covering the Land and accompanied by copies of all recorded documents listed on such title commitment ("collectively, the “Title Commitment") accompanied by one copy of all documents affecting the Property, ”). Purchaser shall deliver written notice to Seller and which constitute exceptions to the Title Commitment. Buyer shall give Seller written Company (such notice being called the “Objection Notice”) on or before 5:00 p.m. EST on the expiration of the later of date that is ten (i) sixty (6010) days after ▇▇▇▇▇'s receipt Purchaser receives the later of the Title Commitment or and the Updated Survey (iias hereinafter defined) thirty (30the “Title Objection Deadline”) days after ▇▇▇▇▇'s receipt of the survey provided for below, that if the condition of title to the Land as set forth in the Title Commitment and survey is or the Updated Survey is not satisfactory, in ▇▇▇▇▇'s sole discretion. In the event Purchaser states in the Objection Notice that the condition of title to the Land is not acceptablesatisfactory, Buyer Seller may (but shall state which exceptions to the Title Commitment are unacceptable and Seller shall undertake to eliminate such exceptions as set forth below; provided, however, that at Closing, mortgages may not be satisfied or the liens thereof partially released as the case may be, as to the Property. Seller shallobligated), at its Seller’s sole cost and expense, promptly undertake and use its best efforts to eliminate or modify all unacceptable matters described in the Objection Notice to the sole reasonable satisfaction of BuyerPurchaser. In the event Seller is unable with the exercise of due diligence to satisfy the has not satisfied such objections within ninety ten (9010) days after noticeits receipt of the Objection Notice (such ten (10) day period being called the “Cure Period”), Buyer Purchaser may, at its optionoption and as its sole remedy, either (ia) accept title the Land subject to the objections raised by BuyerPurchaser, without an adjustment in the Purchase Price, in which event the such objections shall be deemed to be waived for all purposes, or (b) terminate this Agreement by written notice delivered to the Title Company and Seller prior to the later of (i) 5:00 p.m. EST on the date which is three (3) days after the final day of the Cure Period, or (ii) provided furtherthe final day of the Inspection Period, that in which event the event that any such defect(s) results from liens or encumbrances having liquidated amounts, Seller Escrow Deposit shall cause such defects to be paid off and released at Closing, or (iii) rescind this Agreement, whereupon the Deposit described herein shall thereupon be promptly returned to Buyer Purchaser by the Title Company and this Agreement shall be of no further force and or effect. Notwithstanding any of If Purchaser shall fail to deliver the provisions of this Section 2.1 Objection Notice prior to the contraryTitle Objection Deadline, if ▇▇▇▇▇ fails Purchaser shall be conclusively deemed to notify Seller that have approved the condition of the title to the Land as set forth in the Title Commitment and survey is the Updated Survey, and all matters set forth therein shall be included within the Permitted Exceptions (as hereinafter defined). In the event the Title Company amends or is not acceptableupdates the Title Commitment after the expiration of the Cure Period to add new exceptions to coverage thereunder (any such amendment or update being called a “Title Update”), Purchaser shall have the parties hereby agree that right to deliver the condition Objection Notice with respect to such new exception or exceptions to Seller within three (3) Business Days following its receipt of title such Title Update. Should Purchaser fail to notify Seller in writing of its objection to any exception first disclosed in a Title Update within such three (3) Business Day period, Purchaser shall be deemed acceptableto have approved such additional exception. In the event Seller fails to satisfy any such objection within ten (10) days after its receipt of the Objection Notice with respect to any Title Update (such ten (10) day period being called the “Supplemental Cure Period”), Purchaser may, at its option, and as its sole and exclusive remedy either (x) accept the Land subject to the objections raised by Purchaser, without an adjustment in the Purchase Price, in which such objections shall be deemed to have been waived for all purposes or (y) terminate this Agreement by written notice delivered to the Title Company and Seller prior to the later of (1) expiration of the Inspection Period and (2) 5:00 p.m. EST on the date which is three (3) days after the final day of the Supplemental Cure Period, in which event the Escrow Deposit shall be promptly returned to Purchaser by the Title Company and this Agreement shall be of no further force or effect.

Preliminary Title Report. Within sixty (60) days after the date hereof, SellerBuyer may, at Seller's its cost and expense, shall cause Escrow Agent ("Title Company") to issue and deliver to Buyer an A.L.T.A. Form B owner's obtain a title insurance commitment ("“Title Commitment"”) from the Escrow Agent, accompanied by one copy of all documents affecting the Property, Property and which constitute exceptions to the Title Commitment. Notwithstanding anything to the contrary contained herein, the Property shall not be subject to any (i) mortgage, deed to secure debt, deed of trust, security agreement, judgment, lien or claim of lien, or any other title exception or defect that is monetary in nature, Seller hereby agreeing to pay and satisfy of record any such title defects or exceptions prior to or at Closing at Seller’s expense (provided that said title defects or exceptions were entered into or caused by Seller), or (ii) any leases, rental agreements or other rights of occupancy of any kind, whether written or oral, Seller hereby agreeing to terminate any such occupancy agreements prior to or at Closing at Seller’s expense (provided that such occupancy agreements were entered into by Seller). As to any other title matters not covered by the preceding sentence, such as easements or restrictions, and as to matters of survey, Buyer shall have until the end of the Inspection Period to give Seller written notice on or before the expiration of the later of (i) sixty (60) days after ▇▇▇▇▇'s receipt of the Title Commitment or (ii) thirty (30) days after ▇▇▇▇▇'s receipt of the survey provided for belowInspection Period, that the condition of title as set forth in the Title Commitment and the survey is or is not satisfactory, in ▇▇▇▇▇'s Buyer’s sole discretion. In the event that the condition of title is not acceptableacceptable (including, without limitation, any matters listed on Schedule 5.01), Buyer shall state which exceptions to the Title Commitment are unacceptable not acceptable and Seller shall undertake to eliminate such exceptions as set forth belowor cure said objections; provided, however, that at Closing, mortgages may be satisfied or the liens thereof partially released as the case may be, as to the PropertyProperty from the sale proceeds. Seller shall, at its sole cost and expense, promptly undertake and use its best good faith efforts to eliminate or modify all unacceptable matters to the sole reasonable satisfaction of Buyer; provided, however, that in no event shall Seller be obligated to eliminate or modify any matter identified on Schedule 5.01 hereto or spend more than $12,500.00 in the aggregate to eliminate or modify any unacceptable matters. In the event Seller is unwilling or unable with the exercise of due diligence to satisfy the all of said objections prior to Closing, Seller shall notify Buyer of same within ninety ten (9010) days after noticereceipt of Buyer's notice of its objections (the “Seller Title Notice”), and Buyer mayshall, at its option, elect by written notice delivered to Seller on or before the date which is ten (10) days after receipt of the Seller Title Notice to: (i) accept title subject to the objections raised by Buyer, without an adjustment in the Purchase Price, in which event the said objections shall be deemed to be waived for all purposes, ; or (ii) provided further, that in the event that any such defect(s) results from liens or encumbrances having liquidated amounts, Seller shall cause such defects to be paid off and released at Closing, or (iii) rescind this Agreement, whereupon the Deposit described herein Deposit, less One Hundred Dollars ($100.00) which shall thereupon be paid to Seller as consideration for entering into this Agreement, shall be immediately returned to Buyer Buyer, and this Agreement shall be of no further force and effect, except as otherwise set forth herein. Notwithstanding any of the provisions of this Section 2.1 2.01 to the contrary, if ▇▇▇▇▇ Buyer fails to notify Seller that the condition of title as set forth in the Title Commitment and survey is or is not acceptable, the parties hereby agree that the condition of title shall be deemed acceptableacceptable to Buyer. From and after the date of this Agreement, Seller shall not modify, change or alter the state of title to the Property without Buyer's prior written consent.

Preliminary Title Report. Within sixty five (605) business days after following the date hereofOpening of Escrow, Seller, Purchasers shall order at Seller's expense, shall cause Escrow Agent Purchasers’ expense a title report or title commitment issued by LandAmerica Title ("the “Title Company") to issue and deliver to Buyer an A.L.T.A. Form B owner's ”), describing the state of title commitment ("Title Commitment") accompanied by one copy of all documents affecting the Property, and which constitute together with copies of all exceptions specified therein (the "Preliminary Title Report"). Purchasers shall arrange for co-insurance to be issued by New York Land Services, Inc in an amount equal to fifty (50%) percent of the title insurance being purchased by Purchasers at Closing. A duplicate copy of such Preliminary Title Report shall be furnished by Purchasers to Sellers. Purchasers shall notify Sellers in writing ("Purchasers’ Title Objection Notice") of any objections Purchasers may have to the title exceptions contained in the Preliminary Title Commitment. Buyer shall give Seller written notice Report on or before the expiration of the later Due Diligence Period (the "Title Review Period"); provided, however Purchasers shall not have the right to object to any of the following: (ia) sixty (60) days after any lien to secure payment of real estate taxes and/or annual service charges payable under the ▇▇▇-▇▇▇▇▇'s ▇ Agreement, not delinquent, (b) the rights of the tenants (as tenants only) under the Leases, Ground Lease and Building Lease and (c) all applicable laws, ordinances, rules and governmental regulations (including, without limitation, those relating to building, zoning and land use) affecting the development, use, occupancy or enjoyment of the Real Property. Sellers shall have a period of ten (10) days after receipt of Purchasers’ Title Objection Notice in which to deliver written notice to Purchasers ("Sellers’ Title Notice") of Sellers’ election to either (i) agree to have such objectionable items removed prior to the Title Commitment Close of Escrow, or (ii) thirty decline to remove any such title exceptions; provided, however, Sellers shall be obligated to (30a) remove all consensual monetary liens and (b) non-consensual monetary liens that can be removed by the payment of a liquidated sum, provided, however, Sellers shall not be required to expend more than Two Million ($2,000,000) Dollars in the aggregate to remove all non-consensual monetary liens. If Sellers notify Purchasers of their election to not remove the objectionable items (subject to clauses (a) and (b) in the preceding sentence), Purchasers shall, by written notice delivered to Sellers within five (5) days after ▇▇▇▇▇'s Purchasers’ receipt of Sellers' Title Notice, elect to either (x) withdraw such title objections and agree to proceed with the purchase of the Aggregate Partnership Interests without any reduction in the Purchase Price or (y) to terminate Escrow and this Agreement due to Sellers’ refusal to remove such objectionable items and promptly following such termination the parties shall direct the Escrow Holder to return the Deposit to Purchasers and the parties shall be released from any further obligations hereunder (except for those obligations that expressly survive termination of this Agreement). If Purchasers fail to deliver a notice to Sellers within such five (5) day period, Purchasers shall be deemed to have elected the option set forth in clause (x) of the preceding sentence. Sellers’ failure or refusal to remove such objectionable items or any non-consensual monetary liens that are in excess of the above-referenced Two Million Dollars cap shall be deemed not to be a willful or intentional default by Sellers. Upon the issuance of any amendment or supplement to the Preliminary Title Report which adds additional exceptions, the foregoing right of review and approval shall also apply to said amendment or supplement (provided that the period for Purchasers to review such amendment or supplement shall be the later of the expiration of the Title Review Period or ten (10) days from receipt of the survey provided amendment or supplement and the period for below, that Sellers to respond to Purchasers’ Title Notice shall be 5 business days after receipt of such notice) and Close of Escrow shall be deemed extended by the condition amount of title as time necessary to allow such review and approval in the time and manner set forth in the Title Commitment and survey is or is not satisfactory, in ▇▇▇▇▇'s sole discretion. In the event that the condition of title is not acceptable, Buyer shall state which exceptions to the Title Commitment are unacceptable and Seller shall undertake to eliminate such exceptions as set forth belowabove; provided, however, that at Closing, mortgages may in no event shall the Close of Escrow be satisfied or extended as a result of such delay for more than fifteen (15) business days in the liens thereof partially released as the case may be, as to the Property. Seller shall, at its sole cost and expense, promptly undertake and use its best efforts to eliminate or modify all unacceptable matters to the sole satisfaction of Buyeraggregate. In connection with Purchasers obtaining a non-imputation endorsement from the event Seller is unable with the exercise of due diligence Title Company, Sellers agree to satisfy the objections within ninety (90) days after notice, Buyer may, at its option, (i) accept title subject to the objections raised by Buyer, without execute an adjustment affidavit in the Purchase Price, in which event the objections shall be deemed to be waived for all purposes, (ii) provided further, that in the event that any such defect(s) results from liens or encumbrances having liquidated amounts, Seller shall cause such defects to be paid off and released at Closing, or (iii) rescind this Agreement, whereupon the Deposit described herein shall thereupon be returned to Buyer and this Agreement shall be of no further force and effect. Notwithstanding any of the provisions of this Section 2.1 to the contrary, if ▇▇▇▇▇ fails to notify Seller that the condition of title form attached hereto as set forth in the Title Commitment and survey is or is not acceptable, the parties hereby agree that the condition of title shall be deemed acceptable.Exhibit K.

Preliminary Title Report. Within sixty (60) days after the date hereof, Seller, at Seller's expense, Purchaser shall cause Escrow Agent Chicago Title Insurance ------------------------ Company, or an agent thereof, ("Title Company") to issue and deliver to Buyer Purchaser an A.L.T.A. Form B owner's title commitment on the 1970 form ("Title Commitment") in the amount of the Purchase Price, accompanied by one copy of all documents affecting the Property, Property and which constitute exceptions to the Title Commitment. Buyer Purchaser shall give Seller written notice (the "Title Notice") on or before the expiration of the later of (i) sixty (60) days after ▇▇▇▇▇'s receipt of the Title Commitment or (ii) thirty (30) days after ▇▇▇▇▇'s receipt of the survey provided for belowDue Diligence Period, that the condition of whether such title as set forth in the Title Commitment and survey is or is not satisfactory, in ▇▇▇▇▇'s sole discretionacceptable to Purchaser. In the event that the condition of title is not acceptableacceptable to Purchaser, Buyer Purchaser shall state in the Title Notice which exceptions to the Title Commitment are unacceptable and Seller shall undertake to eliminate such those exceptions as set forth below; provided, however, that at Closing, Closing mortgages may be satisfied or the liens thereof partially released as the case may be, as to the Property. Upon receipt of the Title Notice, Seller shall, at its sole cost and expense, promptly undertake and shall use its best good faith efforts to eliminate or modify all unacceptable matters to the sole satisfaction of BuyerPurchaser. Purchaser may at any time waive in writing its objection to title and accept title to the Property subject to the exceptions objected to by Purchaser. In the event Purchaser does not waive its objections (as set forth in the Title Notice) and if Seller is unable with the unwilling or unable, upon exercise of due diligence diligence, to satisfy remove the objections matters within ninety thirty (9030) days after noticereceipt of the Title Notice, Buyer Purchaser may, at its option, option (i) accept title subject to the objections raised by Buyer, without an adjustment in the Purchase PricePurchaser, in which event the objections said objection(s) shall be deemed to be waived for all purposes, or (ii) provided further, that in the event that any such defect(s) results from liens or encumbrances having liquidated amounts, Seller shall cause such defects to be paid off and released at Closing, or (iii) rescind this Agreement, whereupon the Deposit described herein shall thereupon be returned to Buyer and this Agreement shall be of no further force terminate and effect. Notwithstanding any of the provisions of this Section 2.1 to the contrary, if all ▇▇▇▇▇▇▇ fails Money with interest (less $100.00 as consideration to notify Seller that the condition of title as set forth in the Title Commitment and survey is or is not acceptable, the parties hereby agree that the condition of title be paid to Seller) shall be deemed acceptablereturned to Purchaser.

Preliminary Title Report. Within sixty Exchangor provided to Buyer a preliminary title report (60revision number 1) ("Preliminary Report") from Western, file number 88358, dated September 23, 2014, evidencing its willingness to issue an owner's policy of title insurance insuring the condition of the title to the Property, subject to the exceptions therein set forth. Buyer approved the Preliminary Report; however, given the amount of time that has passed since that date Exchangor accepts that it must provide an updated Preliminary Report to Buyer confirming that the condition of the title has not changed. Assuming the updated Preliminary Report shows that the condition of the title matches what is listed in the September 23, 2014 revision, Buyer will accept a policy of title insurance insuring title as shown therein, and a deed conveying title subject to the special exceptions shown in the Preliminary Report and the matters above set forth. In the event a subsequent Preliminary Report shall disclose exceptions not shown in the Preliminary Report dated September 23, 2014, Buyer shall have five (5) business days after knowledge of such additional exceptions within which to notify Exchangor in writing of Buyer's disapproval of any such new exceptions to title. In the event of such disapproval, Exchangor shall have until the closing date to eliminate any such disapproved exception, or to provide satisfactory evidence that the same will be removed at closing. If Exchangor is unable, or if Exchangor notifies Buyer Exchangor believes it is unable, to eliminate any exception so disapproved, either party may rescind this Agreement upon written notice to the other, given prior to closing. If Buyer shall give Exchangor such a Notice of Disapproval, and if the same is not remedied as above, and if Exchangor shall thereupon give Buyer a Notice of Rescission, unless Buyer notifies Exchangor within five (5) days after receipt of the date hereofsaid Notice of Rescission that Buyer elects to waive its prior disapproval, Seller, at Seller's expense, shall cause Escrow Agent ("Title Company") to issue and deliver to Buyer an A.L.T.A. Form B owner's accept title commitment ("Title Commitment") accompanied in the condition shown by one copy of all documents affecting the Propertymost recent report, and which constitute exceptions proceed to closing, then and in that event the Title Commitment. Buyer shall give Seller written notice on or before the expiration of the later of (i) sixty (60) days after ▇▇▇▇▇'s receipt ▇▇ money shall be returned to Buyer, and all obligations of the Title Commitment or (ii) thirty (30) days after ▇▇▇▇▇'s receipt parties to proceed with the closing of the survey provided for belowtransaction, that the condition this Agreement and all rights hereunder shall be terminated, and Buyer thereafter shall have no interest of title as set forth any kind or nature in the Title Commitment and survey is or is not satisfactory, in ▇▇▇▇▇'s sole discretion. In the event that the condition of title is not acceptable, Buyer shall state which exceptions to the Title Commitment are unacceptable and Seller shall undertake to eliminate such exceptions as set forth below; provided, however, that at Closing, mortgages may be satisfied or the liens thereof partially released as the case may be, as to the Property. Seller shallIf Buyer shall waive any such new matter as provided above, at its sole cost and expenserather than cancel the transaction, promptly undertake and use its best efforts to eliminate or modify all unacceptable matters to the sole satisfaction of Buyer. In the event Seller is unable with the exercise of due diligence to satisfy the objections within ninety (90) days after notice, Buyer may, at its option, (i) accept title subject to the objections raised by Buyer, without an adjustment in the Purchase Price, in which event the objections there shall be deemed to be waived for all purposes, (ii) provided further, that in the event that any such defect(s) results from liens no damages and no reduction or encumbrances having liquidated amounts, Seller shall cause such defects to be paid off and released at Closing, or (iii) rescind this Agreement, whereupon the Deposit described herein shall thereupon be returned to Buyer and this Agreement shall be of no further force and effect. Notwithstanding any abatement of the provisions of this Section 2.1 to the contraryExchange Value, if ▇▇▇▇▇ fails to notify Seller that the condition of title except as set forth in the Title Commitment and survey is or is not acceptable, the parties hereby may otherwise expressly agree that the condition of title shall be deemed acceptablein writing.

Preliminary Title Report. Within sixty Buyer has obtained a preliminary title report from the Title Company, dated X identified as File No: X, showing the condition of title to the Property, together with copies (60or links to online copies if the report is furnished in digital form) of all exceptions listed therein (“Title Report”). Buyer will have thirty (30) days from the Effective Date to review the Title Report and to notify Seller in writing of Buyer’s disapproval of any special exceptions shown in the Title Report (“Unacceptable Exceptions”). Those exceptions Buyer does not object to are referred to as the “Permitted Exceptions”, except that mortgages, delinquent taxes or other financial obligations secured by the Property are Unacceptable Exceptions even without express objection by the Buyer unless the holder of the monetary lien or financial obligation secured by the Property (1) enters into a subordination or consent agreement in which it consents to the further encumbrance of the Property by the Easement and (2) agrees that the Easement shall survive any sale or other execution upon the monetary lien or financial obligation and that the holder of the Easement shall be entitled to receive a percentage share of any proceeds following any event terminating the Easement, including but not limited to condemnation or other taking. Seller has fifteen (15) days after the date hereof, Seller, at Seller's expense, shall cause Escrow Agent ("Title Company") to issue and deliver to Buyer an A.L.T.A. Form B owner's title commitment ("Title Commitment") accompanied by one copy of all documents affecting the Property, and which constitute exceptions to the Title Commitment. Buyer shall give Seller receiving written notice from Buyer of any Unacceptable Exceptions to either remove the exceptions or provide Buyer with reasonable assurances of the manner in which the exceptions will be removed on or before the Closing Date (the “Seller Assurance Period”). If Seller does not remove the Unacceptable Exceptions on or before the Closing Date subject to Buyer’s right to terminate the Agreement. If Seller does not remove the exceptions or provide Buyer with such assurances within the Seller Assurance Period, Buyer may terminate this Agreement by providing written notice to Seller within ten (10) days after expiration of the later Seller Assurance Period. Upon termination of (i) sixty (60) days after this Agreement under this paragraph, the ▇▇▇▇▇'s receipt of the Title Commitment or (ii) thirty (30) days after ▇▇▇▇▇'s receipt of the survey provided for below, that the condition of title as set forth in the Title Commitment and survey is or is not satisfactory, in ▇▇▇▇▇'s sole discretion. In the event that the condition of title is not acceptable, Buyer shall state which exceptions ▇ Money will be promptly refunded to the Title Commitment are unacceptable and Seller shall undertake to eliminate such exceptions as set forth below; provided, however, that at Closing, mortgages may be satisfied or the liens thereof partially released as the case may be, as to the Property. Seller shall, at its sole cost and expense, promptly undertake and use its best efforts to eliminate or modify all unacceptable matters to the sole satisfaction of Buyer. In the event Seller is unable with the exercise of due diligence If Buyer does not elect to satisfy the objections within ninety (90) days after noticeterminate this Agreement under this Section 4.1, Buyer may, at its option, (i) accept title subject Seller’s failure to the objections raised by Buyer, without an adjustment in the Purchase Price, in which event the objections deliver such notice shall be deemed to be waived for all purposes, (ii) provided further, mean that in Seller will remove the event that any such defect(s) results from liens Unacceptable Exceptions on or encumbrances having liquidated amounts, Seller shall cause such defects to be paid off and released at Closing, or (iii) rescind this Agreement, whereupon before the Deposit described herein shall thereupon be returned to Buyer and this Agreement shall be of no further force and effectClosing Date. Notwithstanding any of the provisions of this Section 2.1 to the contrary, if ▇▇▇▇▇ fails to notify Seller that the condition of title as set forth in Should the Title Commitment and survey is or is Company inform Buyer of any new title exceptions not acceptableappearing on the Title Report, the parties hereby agree that the condition of title such new exceptions shall be deemed acceptableUnacceptable Exceptions and Seller must remove the new exceptions on or before the Closing Date unless specifically accepted in writing by Buyer.

Preliminary Title Report. Within sixty Buyer's approval of (60i) days after a current extended coverage, owner's preliminary title report for the date hereof, Seller, at Seller's expense, shall cause Escrow Agent Real Property issued by First American Title Insurance Company ("Title Company") (which together with legible copies of all exceptions are collectively referred to issue as the "PTR"), and (ii) all exceptions to title described in Schedule B of the PTR. (a) Within ten (10) calendar days after execution of this Agreement, Seller shall deliver to Buyer an A.L.T.A. Form B owner's title commitment ("Title Commitment") accompanied by one a copy of the PTR. If Buyer does not expressly object in writing to any exception or other matter in the PTR by the end of the Contingency Period, then Buyer shall be deemed to have approved the PTR and all documents affecting the Property, and which constitute exceptions to the Title Commitmentset forth therein. Buyer and Seller agree that Buyer shall give Seller written notice on or before have until the expiration end of the later Contingency Period to review the PTR in its entirety, including, without limitation, the legal description of the Real Property and all title exceptions referred to in the PTR. If Buyer disapproves of any item in the PTR within the Contingency Period, then Buyer shall so notify Seller in writing, specifying in detail the reasons for Buyer's disapproval. (b) If Buyer disapproves of any item in the PTR within the Contingency Period, Buyer shall have the right either (i) sixty (60) days after ▇▇▇▇▇'s receipt of the Title Commitment or (ii) thirty (30) days after ▇▇▇▇▇'s receipt of the survey provided for below, that the condition of title as set forth in the Title Commitment and survey is or is not satisfactory, in ▇▇▇▇▇'s sole discretion. In the event that the condition of title is not acceptable, Buyer shall state which to waive such exceptions to the Title Commitment are unacceptable title, and Seller shall undertake proceed to eliminate such exceptions as set forth below; provided, however, that at Closing, mortgages may be satisfied or the liens thereof partially released as the case may be, as take title to the Property. Seller shall, at its sole cost and expense, promptly undertake and use its best efforts to eliminate or modify all unacceptable matters to the sole satisfaction of Buyer. In the event Seller is unable with the exercise of due diligence to satisfy the objections within ninety (90) days after notice, Buyer may, at its option, (i) accept title Real Property subject to the objections raised by Buyersuch exceptions, without an adjustment any deduction or offset in the Purchase Price, in which event the objections shall be deemed to be waived for all purposesand without any cause of action against Seller, or (ii) provided further, that in the event that any such defect(s) results from liens or encumbrances having liquidated amounts, Seller shall cause such defects to be paid off and released at Closing, or (iii) rescind this Agreement, whereupon the Deposit described herein shall thereupon be returned to Buyer and terminate this Agreement shall be and the Escrow by giving written notice of no further force such termination to Seller and effect. Notwithstanding any to Escrow Holder, on or before the end of the provisions Contingency Period. Buyer's failure to provide Seller or Escrow Holder with such written notice of this Section 2.1 to termination on or before the contrary, if ▇▇▇▇▇ fails to notify Seller that end of the condition of title as set forth in the Title Commitment and survey is or is not acceptable, the parties hereby agree that the condition of title Contingency Period shall be deemed acceptableconstitute Buyer's election under clause (i) above.

Preliminary Title Report. Within sixty Seller has ordered (60and within ten (10) days after the Effective Date will deliver) to Buyer and its counsel a copy of a preliminary title report (the "Preliminary Title Report") covering the Property from Chicago Title Insurance Company (which company, in its capacity as title insurer hereunder, is herein called the "Title Company"), together with copies of all exceptions to title referenced thereto. In addition, Seller has ordered (and within ten (10) days after the Effective Date will deliver) to Buyer and its counsel an update of that certain survey of the Property dated July 9, 1997, prepared by Anacal Engineering Co., which survey shall be certified to Buyer and Title Company ("Survey") in accordance with Exhibit "C" attached hereto and made a part hereof. If Buyer shall fail to deliver written notice ("Title Objection Notice") setting forth those title and survey matters to which Buyer objects on or before the date which is ten (10) days after the date hereof, Seller, at Seller's expense, shall cause Escrow Agent Buyer has received both the Preliminary Title Report and the Survey (the "Title CompanyReview Period") ), Buyer shall be deemed to issue have approved the exceptions to title shown on the Preliminary Title Report and deliver the matters disclosed on the Survey. Approval by Buyer of any additional exceptions to Buyer an A.L.T.A. Form B ownertitle or survey matters disclosed after the end of the Title Review Period shall be a condition precedent to Buyer's title commitment ("Title Commitment") accompanied by one copy of all documents affecting obligation to purchase the Property, and which constitute . Unless Buyer gives written notice that it disapproves any such additional exceptions to title or survey matters, stating the Title Commitment. Buyer shall give Seller written notice exceptions so disapproved, on or before the expiration sooner to occur of five (5) business days after receipt of written notice thereof or the later Closing Date, Buyer shall be deemed to have approved said exceptions or survey matters. If for any reason, on or before the Closing Date Seller does not cause such exceptions to title or survey matters which Buyer disapproves (to the extent Buyer is permitted hereunder to so disapprove) to be removed at no cost or expense to Buyer (Seller having the right but not the obligation to do so), unless Buyer elects to waive any such objections by delivering written notice of such waiver to Seller on or before the Closing Date, the obligation of Seller to sell, and Buyer to buy, the Property as herein provided shall terminate (and Seller and Buyer shall have no further obligations in connection herewith). Buyer shall have the option to waive the condition precedent set forth in this paragraph 4A(1) by notice to Seller. In the event of such waiver, such condition shall be deemed satisfied. All matters set forth on the Preliminary Title Report which are not timely objected to by Buyer, are herein called the "Permitted Exceptions". The term "Permitted Exceptions" shall additionally include (i) sixty (60) days after ▇▇▇▇▇'s receipt of the Title Commitment or any title matters objected to by Buyer, which objections are subsequently waived in writing by Buyer, and (ii) thirty any title matters objected to by Buyer, which objections are cured to Buyer's satisfaction. Notwithstanding the foregoing to the contrary, Seller shall be obligated to eliminate at or prior to "Closing" (30as hereinafter defined) days after ▇▇▇▇▇'s receipt of the survey provided for below, that the condition of title as set forth all liens in the Title Commitment nature of (x) a mechanics' or materialmans' lien created as a result of a direct contract entered into by Seller (or its agents), (y) a deed of trust or mortgage created by Seller and survey is (z) a tax or is not satisfactory, in ▇▇▇▇▇'s sole discretionjudgment lien against Seller. In the event that Seller fails to eliminate a lien that Seller is obligated to eliminate in accordance with the condition of title is not acceptableimmediately preceding sentence, Buyer shall state which exceptions receive at Closing a credit against the Purchase Price in an amount equal to the Title Commitment are unacceptable and Seller shall undertake to eliminate such exceptions as set forth below; provided, however, that at Closing, mortgages may be satisfied or the liens thereof partially released as the case may be, as to the Property. Seller shall, at its sole cost and expense, promptly undertake and use its best efforts to eliminate or modify all unacceptable matters to the sole satisfaction of Buyer. In the event Seller is unable with the exercise of due diligence to satisfy the objections within ninety (90) days after notice, Buyer may, at its option, (i) accept title subject to the objections raised by Buyer, without an adjustment in the Purchase Price, in which event the objections shall be deemed to be waived for all purposes, (ii) provided further, that in the event that any such defect(s) results from liens or encumbrances having liquidated amounts, Seller shall cause such defects to be paid off and released at Closing, or (iii) rescind this Agreement, whereupon the Deposit described herein shall thereupon be returned to Buyer and this Agreement shall be of no further force and effect. Notwithstanding any amount of the provisions of this Section 2.1 lien that Seller has failed to the contrary, if ▇▇▇▇▇ fails to notify Seller that the condition of title as set forth in the Title Commitment and survey is or is not acceptable, the parties hereby agree that the condition of title shall be deemed acceptableso eliminate.

Preliminary Title Report. Within sixty Seller shall deliver to Buyer, within five (605) days after of Seller’s execution of this Agreement, a preliminary title report on the date hereofReal Property, Sellercopies of the underlying title documents, at Seller's expense, shall cause and a commitment by Escrow Agent ("Title Company") Holder to issue and deliver to Buyer an A.L.T.A. Form B owner's a standard form California Land Title Association (CLTA) title commitment ("Title Commitment") accompanied by one copy insurance policy, in the full amount of all documents affecting the Property, and which constitute exceptions to the Title CommitmentPurchase Price. Buyer shall give have until the Contingency Expiration Date to either approve of the exceptions contained in the title commitment, or to notify Seller written notice in writing, specifying any exceptions to which Buyer objects (“Title Objection Notice”). If Buyer fails to timely submit a Title Objection Notice it shall be conclusively presumed that Buyer has approved the condition of title to the Property set forth in the title commitment other than the following items (“Disapproved Matters”) which shall be deemed disapproved by Buyer and shall be removed by Seller from title on or before the expiration Closing: (w) delinquent real estate taxes and assessments, (x) any deeds of trust encumbering the later Property, (y) mechanics liens except those caused by Buyer and (z) any other delinquent monetary liens and encumbrances. Seller shall have a period of five (i) sixty (605) days after ▇▇▇▇▇'s Seller’s receipt of the Title Commitment Objection Notice (i) to remove, or agree to use its commercially reasonable efforts to remove prior to or concurrently with the Closing (as defined in Section 7 below), some or all of those exceptions to which Buyer has objected in the Title Objection Notice, and to inform Buyer in writing of the same, or (ii) thirty (30) days after ▇▇▇▇▇'s receipt of the survey provided for belowto advise Buyer, in writing, that the condition Seller will not agree to remove some or all of title as set forth those exceptions to which Buyer has objected in the Title Commitment and survey Objection Notice (“Title Response Notice”). If Seller fails to timely deliver to Buyer the Title Response Notice, it shall be conclusively deemed that, except for the Disapproved Matters, Seller has elected not to remove any of those exceptions to which Buyer has objected as specified in the Title Objection Notice. If Seller advises Buyer in its Title Response Notice that it will not remove or agree to use good faith efforts to remove some or all of those exceptions to which Buyer has objected in the Title Objection Notice (or Seller is or is not satisfactorydeemed to have so advised Buyer), then Buyer shall have until the Closing Date to advise Seller, in ▇▇▇▇▇'s sole discretionwriting, whether Buyer elects to waive such objections and proceed with the acquisition of the Property or to terminate this Agreement. In the event that the condition of title is not acceptable, Failure by Buyer shall state which exceptions to deliver such notice prior to the Title Commitment are unacceptable and Seller shall undertake to eliminate such exceptions as set forth below; provided, however, that at Closing, mortgages may be satisfied or the liens thereof partially released as the case may be, as to the Property. Seller shall, at its sole cost and expense, promptly undertake and use its best efforts to eliminate or modify all unacceptable matters to the sole satisfaction of Buyer. In the event Seller is unable with the exercise of due diligence to satisfy the objections within ninety (90) days after notice, Buyer may, at its option, (i) accept title subject to the objections raised by Buyer, without an adjustment in the Purchase Price, in which event the objections Approval Date shall be deemed to be waived for all purposesconstitute Buyer’s election to waive such objections. If a new exception to title is disclosed by any supplement, (ii) provided furtheraddendum or update to the title commitment, that in the event that any such defect(s) results from liens or encumbrances having liquidated amounts, Seller foregoing procedures shall cause such defects to be paid off apply and released at Closing, or (iii) rescind this Agreement, whereupon the Deposit described herein shall thereupon be returned to Buyer and this Agreement Close of Escrow shall be of no further force and effectextended as necessary to accommodate the foregoing periods. Notwithstanding any Prior to the expiration of the Inspection Period, Fidelity National Title Insurance Company (the “Title Company”) shall have committed to issue to Buyer, upon payment of a normal premium, an Owner’s Policy of Title Insurance showing fee title to the Property vested in Buyer, subject only to the exceptions approved by Buyer pursuant to the foregoing provisions of this Section 2.1 to 4.b. (the contrary, if ▇▇▇▇▇ fails to notify Seller that the condition of title as set forth in the “Title Commitment and survey is or is not acceptable, the parties hereby agree that the condition of title shall be deemed acceptablePolicy”).

Preliminary Title Report. Within sixty five (605) days Business Days after the date hereofOpening of Escrow, Sellerthe Title Company shall deliver a current preliminary title report for the Land to Buyer, at Seller's expense, shall cause Escrow Agent ("Title Company") to issue and deliver to Buyer an A.L.T.A. Form B owner's title commitment ("Title Commitment") accompanied by one copy together with legible copies of all documents affecting the Property, referred to therein and which constitute a plot of locatable exceptions to (the Title CommitmentReport, together with such documents and plot, may be referred to herein collectively as the “Title Documents”). Buyer shall give Seller Buyer’s failure to approve or disapprove the Title Documents or any items disclosed on any survey by delivery of written notice on or (“ Buyer’s Title Notice”) thereof to Seller and Escrow Holder before the expiration of the later Feasibility Period, shall be deemed Buyer’s approval thereof, provided that any monetary lien other than non- delinquent property taxes and assessments, shall automatically be deemed a Disapproved Exception (as defined below), whether or not Buyer provides notice of disapproval of same, that Seller shall be obligated to cure on or before the Closing. If Buyer disapproves any of the Title Documents or items disclosed on any survey, Buyer shall specify which Title Documents or survey issues are disapproved (the “Disapproved Exceptions”) prior to the expiration of the Feasibility Period. If Buyer timely notifies Seller in writing of any Disapproved Exceptions, then Seller shall have five (5) Business Days after receipt of Buyer’s Title Notice to notify Buyer either (i) sixty (60that Seller will remove such Disapproved Exception(s) days after ▇▇▇▇▇'s receipt of from title on or before the Title Commitment Closing Date; or (ii) thirty (30) days after ▇▇▇▇▇'s receipt of the survey provided for below, that the condition of title as set forth Seller elects in the Title Commitment and survey is or is not satisfactory, in ▇▇▇▇▇'s sole discretion. In the event that the condition of title is not acceptable, Buyer shall state which exceptions to the Title Commitment are unacceptable and Seller shall undertake to eliminate such exceptions as set forth below; provided, however, that at Closing, mortgages may be satisfied or the liens thereof partially released as the case may be, as to the Property. Seller shall, at its sole cost and expense, promptly undertake and use its best efforts discretion not to eliminate or modify all unacceptable matters cause such Disapproved Exception(s) to the sole satisfaction of Buyerbe removed. In the event Seller is unable with the exercise of due diligence Seller’s failure to satisfy the objections within ninety (90) days after notice, provide such notification to Buyer may, at its option, (i) accept title subject to the objections raised by Buyer, without an adjustment in the Purchase Price, in which event the objections shall be deemed to be waived for all purposes, (ii) provided further, that in the event that any such defect(s) results from liens or encumbrances having liquidated amounts, Seller shall Seller’s election not to cause such defects Disapproved Exception(s) to be paid off removed. If Seller elects (or is deemed to have elected) not to remove any Disapproved Exception, then notwithstanding the expiration of the Feasibility Period, Buyer may, by written notice to Seller delivered within five (5) Business Days thereafter, in its sole discretion, elect to waive its objection and released at Closing, proceed with the Closing or (iii) rescind terminate this Agreement, whereupon the Deposit described herein shall thereupon be returned . Buyer’s failure to Buyer and provide written notice of its election to terminate this Agreement shall be of no further force and effect. Notwithstanding any of the provisions of this Section 2.1 to the contrary, if ▇▇▇▇▇ fails to notify Seller that the condition of title as set forth in the Title Commitment and survey is or is not acceptable, the parties hereby agree that the condition of title within such five (5) Business Day period shall be deemed acceptableBuyer’s election to proceed with the Closing and waive its objection to such Disapproved Exceptions.

Preliminary Title Report. Within sixty (60) days after Each Seller shall obtain commitments for the date hereofissuance of ALTA extended owners title insurance policies by the Title Insurance Company in an amount equal to the amount of the cash payment allocated to its Owned Property and any Leased Property in which such Seller is the lessee under a ground lease, committing to insure fee simple title to the Owned Property and a leasehold interest in any Leased Property in which such Seller is the lessee under a ground lease, and showing title in the Seller, at Seller's expense, shall cause Escrow Agent ("Title Company") to issue and deliver to Buyer an A.L.T.A. Form B owner's title commitment ("Title Commitment") accompanied by one copy of all documents affecting the Property, and which constitute exceptions subject only to the Title Commitmentexceptions shown in the title commitments. Buyer The costs of such policies shall give Seller written notice on or before the expiration of the later of (i) sixty (60) days after ▇▇▇▇▇'s be borne by Sellers and Purchasers as provided in Section 5.6. Upon receipt of the Title Commitment or title commitments and legible copies of all exception documents related therein, Purchasers shall have fifteen (ii) thirty (3015) days after ▇▇▇▇▇'s receipt of the survey provided for below, that the condition of title as to deliver written notice objecting to any exceptions set forth in the Title Commitment title commitments. If Purchasers do not notify Sellers prior to the expiration of such fifteen-day period of any exceptions that Purchasers have determined are unacceptable, then Purchasers shall be deemed to have approved the title commitments, and survey is any exceptions, defects or is other matters disclosed by the title commitments, and Purchasers' rights as provided for in this Section 9.8 shall have been waived. All (i) special exceptions shown in Schedule B of the title commitments which are not satisfactorythe subject of Purchasers' objections; (ii) the standard form stipulations and exclusions referred to in the title insurance policy; (iii) other defects, matters or exceptions arising by reason of any acts of any Purchaser, its employees, agents, contractors or consultants; (iv) property taxes that are a lien against the Real Property but that are not yet delinquent as of the Closing Date; and (v) instruments placed of record at or immediately prior to Closing in accordance with Section 9.19, shall become the "Permitted Exceptions". In addition, Sellers shall deliver customary affidavits sufficient in form and acceptable to Sellers to enable the title insurance company to delete the standard exceptions and shall satisfy the requirements set forth in the title commitments reasonably requested by the title insurance company to issue the title policy in the prescribed form. Purchasers and Sellers shall promptly prepare a Schedule (which will be attached hereto as Schedule 9.8 when in final form) itemizing all exceptions shown in the title commitments which are Permitted Exceptions. Purchasers shall be obligated to act reasonably and agree not to object to customary easements, restrictions and similar matters which would not materially affect the operation of the Real Property for its intended use. After receipt of Purchasers' objections to title, the Sellers shall have 20 days to cure such objections (or commit to cure such objections at Closing) or to notify Purchasers in writing that the Sellers are unable to cure such objections (which the Parties agree shall not apply to any Schedule B exceptions that are customarily and reasonably cured by the payment of monies to release or satisfy the exception). Sellers shall use reasonable efforts to cure any such objection. If the Sellers are unable after using their reasonable best efforts to cure any such objections, Purchasers shall have five (5) days after receipt of Sellers' notice to provide written notice to Sellers of Purchasers' election to either (a) accept title to the Real Property subject to such item, in ▇▇▇▇▇'s sole discretion. In which case the event that the condition of title is not acceptable, Buyer objection shall state which exceptions to the Title Commitment are unacceptable and Seller shall undertake to eliminate such exceptions as set forth belowbecome a Permitted Exception; provided, however, that at Closing, mortgages may be satisfied or the liens thereof partially released as the case may be, (b) terminate this Agreement as to the affected Real Property. Seller shall, at its sole cost and expense, promptly undertake and use its best efforts to eliminate or modify all unacceptable matters to the sole satisfaction of Buyer. In the event Seller is unable with the exercise of due diligence to satisfy the objections within ninety (90) days after notice, Buyer may, at its option, (i) accept title subject to the objections raised by Buyer, without an adjustment in the Purchase Price, in which event the objections Purchase Price shall be deemed to be waived for all purposesreduced by the fair market value of such Real Property and the business conducted thereon. However, if Purchasers elect option (iib) provided further, that in the event that any such defect(s) results previous sentence, thereby excluding certain Real Property from liens or encumbrances having liquidated amountsthe purchase hereunder, Seller Sellers shall cause such defects have the right, for a period of five days thereafter, to be paid off and released at Closing, or (iii) rescind this Agreement, whereupon the Deposit described herein shall thereupon be returned to Buyer and terminate this Agreement shall be of no further force and effect. Notwithstanding any of the provisions of this Section 2.1 to the contrary, if ▇▇▇▇▇ fails to notify Seller that the condition of title as set forth in the Title Commitment and survey is or is not acceptable, the parties hereby agree that the condition of title shall be deemed acceptableby providing Purchasers with written notice thereof.

Preliminary Title Report. Within sixty twenty-one (6021) days after the date hereofexecution of this Lease by Landlord and Tenant, SellerLandlord, at SellerLandlord's expense, shall cause Escrow Agent a title insurance company mutually acceptable to the parties through JOHNSON, BLAKELY, POPE, BOKOR, RUPP▇▇ & ▇URN▇, ▇.A., its agent ("Title Company") to issue and deliver to Buyer an A.L.T.A. Tenant and A.L.T. A. Form B owner's title commitment ("Title Commitment") accompanied by one copy of all documents affecting the Property, and which constitute exceptions to the Title Commitment. Buyer Tenant shall give Seller Landlord written notice on or before the expiration of the later of (i) sixty fifteen (6015) days after ▇▇▇▇▇Tenant's receipt of the Title Commitment or (ii) thirty fifteen (3015) days after ▇▇▇▇▇Tenant's receipt of the survey provided for below, that the condition of title as set forth in the Title Commitment and survey is or is not satisfactory, in ▇▇▇▇▇Tenant's sole discretionreasonable judgment. Any condition, defect or other circumstance which renders title unmarketable of record shall be sufficient grounds for Tenant to reasonably object to the condition of title. In the event that the condition of title is not acceptable, Buyer Tenant shall state which exceptions to the Title Commitment are unacceptable and Seller Landlord shall undertake to eliminate such exceptions as set forth below; provided, however, that at Closing, mortgages may be satisfied or the liens thereof partially released as the case may be, as to the Property. Seller Landlord shall, at its his sole cost and expenseexpense not to exceed $1,000.00, promptly undertake and use its best efforts due diligence to eliminate or modify all unacceptable matters to the sole reasonable satisfaction of BuyerTenant, but in no event shall Landlord be required to file suit. In the event Seller Landlord is unable with the exercise of due diligence to satisfy the objections within ninety (90) days after the notice, Buyer Tenant may, at its option, (i) accept title subject to the objections raised by BuyerTenant, without an adjustment in the Lease rent or Purchase Price, in which event the objections shall be deemed to be waived for all purposes, or (ii) provided further, that in the event that any such defect(s) results from liens or encumbrances having liquidated amounts, Seller shall cause such defects to be paid off terminate this Lease and released at Closing, or (iii) rescind this Agreement, whereupon the Deposit described herein shall thereupon be returned to Buyer Option and this Agreement shall be of no further force and effect. Notwithstanding any of the provisions of this Section 2.1 42.1 to the contrary, if ▇▇▇▇▇ Tenant fails timely to notify Seller Landlord that the condition of title as set forth in the Title Commitment and survey is or is not acceptable, the parties hereby agree that the condition of title shall be deemed acceptable.

Preliminary Title Report. Within sixty (60) days after the date hereof, SellerBerkshire, at Sellerit's sole cost and expense, shall cause Escrow Agent Lawyer's Title Insurance Company, or an agent thereof, ("Title Company") to issue and deliver to Buyer Berkshire, an A.L.T.A. Form B owner's title commitment ("Title Commitment") in the amount of Thirty-Four Million Four Hundred Seventy-Two Thousand Two Hundred Twenty and No/100 Dollars ($34,472,220.00), accompanied by one copy of all documents affecting the Property, CRLP Property and which constitute exceptions to the Title Commitment. Buyer Berkshire shall give Seller CRLP written notice (the "Title Notice") on or before the expiration of the later of (i) sixty (60) days after ▇▇▇▇▇'s receipt of the Title Commitment or (ii) thirty (30) days after ▇▇▇▇▇'s receipt of the survey provided for belowDue Diligence Period, that the condition of whether such title as set forth in the Title Commitment and survey is or is not satisfactory, in ▇▇▇▇▇'s sole discretionacceptable to Berkshire. In the event that the condition of title is not acceptableacceptable to Berkshire, Buyer Berkshire shall state in the Title Notice which exceptions to the Title Commitment are unacceptable and Seller CRLP shall undertake use good faith efforts to eliminate such those exceptions as set forth below; provided, however, that at Closing, CRLP shall be obligated to satisfy and remove all mortgages may be satisfied or the and other monetary liens thereof partially released as the case may be, as to the CRLP Property. Seller shallUpon receipt of the Title Notice, at its sole cost and expense, promptly undertake and CRLP shall use its best good faith efforts to eliminate or modify all unacceptable matters to the sole reasonable satisfaction of BuyerBerkshire. Berkshire may at any time waive in writing its objection to title and accept title to the CRLP Property subject to the exceptions objected to by Berkshire. In the event Seller Berkshire does not waive its objections (as set forth in the Title Notice) and if CRLP is unable with the unwilling or unable, upon exercise of due diligence diligence, to satisfy remove the objections matters within ninety thirty (9030) days after noticereceipt of the Title Notice, Buyer Berkshire may, at its option, option (iI) accept title subject to the objections raised by Buyer, without an adjustment in the Purchase PriceBerkshire, in which event the objections said objection(s) shall be deemed to be waived for all purposes, or (ii) provided further, that in the event that any such defect(s) results from liens or encumbrances having liquidated amounts, Seller shall cause such defects to be paid off and released at Closing, or (iii) rescind this Agreement, whereupon the Deposit described herein shall thereupon be returned to Buyer and this Agreement shall be of no further force terminate and effect. Notwithstanding any of the provisions of this Section 2.1 to the contrary, if all E▇▇▇▇▇▇ fails to notify Seller that the condition of title as set forth in the Title Commitment and survey is or is not acceptable, the parties hereby agree that the condition of title Money with interest shall be deemed acceptablereturned to both parties.

Preliminary Title Report. Within sixty (60a) days after Buyer acknowledges the receipt on January 25, 2008 of the current commitment for title insurance (the “Report”) on the Property showing the status of title to the Property as of the date hereof, Seller, at Seller's expense, shall cause Escrow Agent ("Title Company") to issue of the Report and deliver to Buyer an A.L.T.A. Form B owner's title commitment ("Title Commitment") accompanied by one copy legible copies of all documents affecting referred to in the Report, whether as exception or otherwise. (b) Buyer shall have until February 7, 2008 at 5:00 p.m. Arizona time (the “Review Period”) to approve or disapprove of the status of title as shown by the Report. If Escrow Agent issues a supplemental or amended title report showing additional exceptions to title (an “Amended Report”), Buyer shall have three (3) business days (a “Supplemental Review Period”) from the date of receipt of the Amended Report, including copies of each document referred to in the Amended Report, in which to give notice of dissatisfaction as to any additional exceptions which materially and adversely affect the marketability of the title or value to the Property. If Buyer is dissatisfied in accordance with the paragraph with any exception to title as shown in the Report or an Amended Report, and which constitute exceptions to then, at Buyer’s sole option, Buyer may within the Title Commitment. Buyer shall give Seller Review Period or Supplemental Review Period either cancel this Agreement by giving written notice of cancellation to Seller and Escrow Agent within the Review Period, or Supplemental Review Period, as appropriate, or Buyer may give notice that it provisionally accepts the title subject to Seller’s removal of any disapproved matters, exceptions or objections ("Objection Notice"). Seller shall in writing, within three (3) days of receipt of Buyer's Objection Notice, notify Buyer that it elects to: a) cure the title or otherwise remove from the Report the matters to which Buyer has stated an objection, or proffer protective endorsements acceptable to Buyer in its sole discretion; or b) not to cure title or to remove such exceptions (the “Objection Rejection Notice”). In the event that Seller elects not to cure title or to remove such exceptions, elects to do so but fails to do so on or before the expiration of Closing, or in the later of (i) sixty (60) days after event Buyer does not accept any endorsements proffered, Buyer may cancel this Agreement and all ▇▇▇▇▇'s receipt ▇▇ Money deposits shall then be returned to Buyer upon demand and all obligations of the Title Commitment parties hereunder shall terminate, or, alternatively, Buyer may waive such objections and the transaction shall close as scheduled. (c) Notwithstanding anything herein contained to the contrary, it is understood and agreed that title to the Property shall be delivered to Buyer at the Close of Escrow free and clear of all monetary liens and encumbrances, other than the lien for real property taxes and assessments or any monetary lien resulting from an action or agreement of Buyer, and that such monetary liens and encumbrances shall be released from the Property by Seller at Seller’s sole expense on or before the Close of Escrow. It is further understood and agreed that the existing lease of the Property, being that certain "Lease" dated as of November 15, 2002, as amended by that certain letter agreement of April 20, 2003 (the "Lease"), is the only lease impacting or affecting the Property. The parties agree that the Lease shall be deemed cancelled and terminated at the Close of Escrow, but shall remain in full force and effect should this transaction fail to close. (d) If Buyer does not object to an exception to title as disclosed by a Report or Amended Report within the applicable time period, then except as provided in Section 3.1(c) above, such matter shall be deemed to have been approved by Buyer. If Seller does not timely elect and deliver its response to Buyer's Objection Notice, Seller shall be deemed to have given the Objection Rejection Notice. On or before the date which is the earlier of (i) 3 days after Seller’s delivery or deemed delivery of the Objection Rejection Notice and (ii) thirty the Closing, Buyer may elect to cancel this Agreement by delivery of written notice of such cancellation to Seller and Escrow Agent (30the “Cancellation Notice”). If Buyer fails to timely deliver the Cancellation Notice, such matters shall be deemed to have been approved by Buyer. Exceptions in the Report which are approved or deemed approved by Buyer pursuant to the provisions hereof shall be deemed to be acceptable to Buyer and shall be referred to herein as the “Permitted Exceptions.” (e) days after Upon a cancellation in accordance with the provisions of this Section 3.1, all ▇▇▇▇▇'s receipt of the survey provided for below, that the condition of title as set forth in the Title Commitment and survey is or is not satisfactory, in ▇▇▇▇▇'s sole discretion. In the event that the condition of title is not acceptable, Buyer ▇ Money deposits shall state which exceptions to the Title Commitment are unacceptable and Seller shall undertake to eliminate such exceptions as set forth below; provided, however, that at Closing, mortgages may be satisfied or the liens thereof partially released as the case may be, as to the Property. Seller shall, at its sole cost and expense, promptly undertake and use its best efforts to eliminate or modify all unacceptable matters to the sole satisfaction of Buyer. In the event Seller is unable with the exercise of due diligence to satisfy the objections within ninety (90) days after notice, Buyer may, at its option, (i) accept title subject to the objections raised by Buyer, without an adjustment in the Purchase Price, in which event the objections shall be deemed to be waived for all purposes, (ii) provided further, that in the event that any such defect(s) results from liens or encumbrances having liquidated amounts, Seller shall cause such defects to be paid off and released at Closing, or (iii) rescind this Agreement, whereupon the Deposit described herein shall thereupon be returned to Buyer Buyer, together with all documents deposited in escrow by Buyer. All documents deposited in escrow by Seller shall be returned to Seller, and this Agreement shall be of no further force and effect. Notwithstanding any of the provisions of this Section 2.1 to the contrary, if ▇▇▇▇▇ fails to notify Seller that the condition of title as set forth in the Title Commitment and survey is or is not acceptable, the parties hereby agree that the condition of title shall be deemed acceptableterminate.

Preliminary Title Report. Within sixty Optionee ordered a Preliminary Title Report for the Option Property, dated October 29, 2012, from LandAmerica Lawyer’s Title (60) days after the date hereof, Seller, at Seller's expense, shall cause Escrow Agent ("“Title Company"”) [File No. 412240915], together with legible copies of the documents of record evidencing all title exceptions (collectively, the “Title Report”). Optionee shall have until February 8, 2013, to issue notify Optionor and deliver to Buyer an A.L.T.A. Form B owner's title commitment ("Title Commitment") accompanied by one copy Escrow Holder, in writing, of all documents affecting the Property, and which constitute Optionee’s disapproval of any exceptions to shown on the Title CommitmentReport (the “Title Review Period”). Buyer shall If Optionee does not give Seller Optionor and Escrow Holder written notice on or before of disapproval by the expiration of the later of (i) sixty (60) days after ▇▇▇▇▇'s receipt end of the Title Commitment or (ii) thirty (30) days after ▇▇▇▇▇'s receipt of the survey provided for belowReview Period, that the condition of title as set forth in the Title Commitment Report and survey is or is not satisfactory, in ▇▇▇▇▇'s sole discretion. In supporting documents shall be deemed approved and all exceptions therein (other than the event that the Deemed Disapproved Exceptions (defined below)) shall be deemed “Permitted Exceptions” and this condition of title is not acceptable, Buyer shall state which exceptions to the Title Commitment are unacceptable and Seller shall undertake to eliminate such exceptions as set forth belowbe deemed satisfied; provided, however, that at Closingfollowing the expiration of the Title Review Period, mortgages may be satisfied or if Optionee exercises the liens thereof partially released as the case may beOption without disapproval, as Optionee shall take title to the Property. Seller shallOption Property subject to all encumbrances, rights, restrictions and interests affecting the Option Property shown as exceptions in the Title Report, except that Optionor shall remove, at its sole cost or before the Close of Escrow, and expenseshall cause the Option Property to be delivered free and clear of, promptly undertake any deeds of trusts, mortgages, mechanics’ liens and/or other monetary liens (except non-delinquent taxes and use its best efforts assessments) encumbering the Option Property, and not created, caused or consented to eliminate or modify all unacceptable matters by Optionee (collectively, the “Deemed Disapproved Exceptions”). Optionee shall have the right, prior to the sole satisfaction Close of Buyer. In the event Seller is unable with the exercise of due diligence Escrow, to satisfy the objections within ninety (90) days after notice, Buyer may, at its option, (i) accept disapprove any title subject exceptions reflected on any supplement to the objections raised Title Report issued by Buyerthe Title Company (the “New Exceptions”), without an adjustment in except to the Purchase Priceextent the New Exceptions arise or result from the activities of Optionee or Optionee’s agents. 5.1.1 Within five (5) business days of receipt of Optionee’s notice of disapproval of any exceptions (including any New Exceptions), in Optionor shall notify Optionee and Escrow Holder whether Optionor is willing to remove, on or before the Close of Escrow, any such item which event Optionee has disapproved. If Optionor gives timely notice of its election to remove the objections disapproved item and thereafter fails to do so before the Close of Escrow, then Optionor shall be deemed to be waived for all purposesin default hereunder. If Optionor does not give Optionee and Escrow Holder written notice within said five (5) business day period, (ii) provided further, that in the event that Optionor shall be deemed to have elected not to remove any such defect(sitem which Optionee has disapproved. If there are exceptions which Optionee has disapproved and which Optionor is not willing to remove at Optionor’s expense (or is deemed to have elected to not remove), Optionee shall have until fifteen (15) results from liens days after the end of the Title Review Period or encumbrances having liquidated amountswith respect to any New Exceptions, Seller shall cause five (5) business days after the date on which Optionor delivers to Optionee its written notice or, if Optionor has failed to timely deliver to Optionee said notice, the date which is five (5) business days after the expiration of said five (5) business day period to notify Optionor in writing of Optionee’s election to either (a) waive its disapproval and approve such defects to be paid off and released at Closingexceptions, or (iiib) rescind this Agreement, whereupon the Deposit described herein shall thereupon be returned to Buyer and terminate this Agreement and shall be repaid any previously paid Option Consideration. If Optionee elects to waive its disapproval and approves any such exceptions, or if Optionee does not expressly elect to terminate by timely delivery of no further force and effecta termination notice (or other notice of termination in connection with Optionee’s disapproval of any New Exceptions), such exceptions then shall be deemed to become Permitted Exceptions at the Close of Escrow. Notwithstanding any In the event of the provisions termination of this Section 2.1 Agreement by Optionee prior to Close of Escrow as provided above in this Section, the Option Consideration shall be refunded to Optionee by Optionor and neither party shall have any further rights, duties, or obligations hereunder with respect to the contraryOption Property, if ▇▇▇▇▇ fails to notify Seller that except for such matters which expressly survive the condition termination of title this Agreement as set forth in the Title Commitment and survey is or is not acceptable, the parties hereby agree that the condition of title shall be deemed acceptableherein.

Preliminary Title Report. Within sixty five (605) days after following the Effective Date, Seller will cause to be issued and delivered to Buyer (i) a preliminary title report (the " Title Report"), issued by the Title Company, together with copies of the documents referenced therein which create exceptions to title to the Property and (ii) a survey ("Survey") of the Property. Buyer shall have a period (the "Title Period"), expiring five (5) days following the date hereofon which the later of the Survey or Title Report is delivered to it, Seller, at Sellerin which to advise Seller in writing of those exceptions to title to the Property as shown on the Title Report and/or any matter reflected in the Survey to which Buyer objects. Any exception to title shown in the Title Report and/or any matter reflected in the Survey to which Buyer does not specifically object (by delivering written notice to Seller within such Title Period specifying the objected exception) shall be deemed to have been approved by Buyer. Seller shall have no obligation to cure or attempt to cure any of Buyer's expense, shall cause Escrow Agent ("Title Company") to issue and deliver to Buyer an A.L.T.A. Form B owner's title commitment ("Title Commitment") accompanied by one copy of all documents affecting the Property, and which constitute exceptions objections to the Title Commitment. Buyer shall give Seller written notice on or before the expiration of the later of (i) sixty (60) days after ▇▇▇▇▇'s receipt of the Title Commitment or (ii) thirty (30) days after ▇▇▇▇▇'s receipt of the survey provided for below, that the condition of title as set forth in the Title Commitment and survey is or is not satisfactory, in ▇▇▇▇▇'s sole discretion. In the event that the condition of title is not acceptable, Buyer shall state which exceptions to the Title Commitment are unacceptable and Seller shall undertake to eliminate such exceptions as set forth below; provided, however, that at Closing, mortgages may be satisfied Report or the liens thereof partially released as the case may be, as to the Property. Seller shall, at its sole cost and expense, promptly undertake and use its best efforts to eliminate or modify all unacceptable matters to the sole satisfaction of BuyerSurvey. In the event Seller is unable with the exercise or unwilling to so cure any of due diligence to satisfy the objections Buyer's title or Survey objections, if any, Seller shall so notify Buyer in writing within ninety three (903) days after noticefollowing the timely delivery to Seller of Buyer's list of objections to the title to the Property. Thereafter, Buyer may, at its option, exercised by delivering written notice to Seller within three (3) days following the date Seller delivers written notice to Buyer that Seller is unable or unwilling to cure such title objections, (i) accept title to the Property subject to the uncured objections in the Title Report and Survey raised by BuyerBuyer as permitted hereby, without an adjustment in the Purchase Price, in which event the said uncured objections shall be deemed to be waived for all purposes, purposes and such uncured items shall be deemed approved by Buyer or (ii) provided further, that in the event that any such defect(s) results from liens or encumbrances having liquidated amounts, Seller shall cause such defects to be paid off and released at Closing, or (iii) rescind terminate this Agreement, whereupon in which event the Deposit described herein shall thereupon be returned to Buyer by the Title Company and this Agreement shall be of no further force or effect, except for the indemnification obligations contained in Sections 2.1 and effect. Notwithstanding 6.1 and the rights contained in Section 9.2 which shall survive the Closing and, if the purchase and sale contemplated hereunder is not consummated, any of the provisions termination of this Section 2.1 to the contrary, if ▇▇▇▇▇ Agreement. If Buyer fails to notify give such written notice to Seller that the condition of title as set forth within such 3-day period, Buyer shall be deemed to have elected option (i) above. All matters disclosed in the Title Commitment Report and survey is in the Survey which Buyer either approves or is not acceptable, deemed to have approved are herein referred to as the parties hereby agree that the condition of title shall be deemed acceptable"Permitted Exceptions."