Common use of State of Title Clause in Contracts

State of Title. (a) Title shall be conveyed to the Grantees at Closing in fee simple by local jurisdiction form bargain and sale deed with covenants against grantor’s acts and shall be insurable at regular rates free and clear of any and all liens, claims, encumbrances, mortgages, deeds of trust and security interests (except for the lien of real estate taxes not yet due and payable), but subject to all Permitted Exceptions (as such term is defined in Section 2.1(c) hereof). (b) Inland, the cost and expense thereof to be paid by Inland, shall obtain a preliminary title search of each Property (hereinafter collectively referred to as the “Title Commitment”) from Chicago Title Insurance Company (in such capacity, hereinafter referred to as the “Title Company”), pursuant to which the Title Company shall commit to insure (upon the payment of a requisite premium at regular rates) that the Grantees shall own good and indefeasible fee simple title to the Property as described in Section 2.1(a) of this Agreement. Inland shall forward a complete copy of the Title Commitment to ▇▇▇▇▇▇▇ within five (5) business days after Inland’s receipt of same. Inland shall have until 5 p.m. on April 24, 2006 (hereinafter referred to as the “Due Diligence Period”) within which to object, by written notice to ▇▇▇▇▇▇▇, to any exceptions to title set forth in the Title Commitment. ▇▇▇▇▇▇▇, at the sole cost and expense of Inland, shall cause a reputable surveyor licensed in the state of situs of each Property, to prepare and deliver an ALTA as-built survey of each Property (to specifications approved by Inland) (collectively, the “Survey”) to the Grantees and ▇▇▇▇▇▇▇ and the Title Company no later than 30-days prior to the expiration of the Due Diligence Period. Inland shall have until 5:00 p.m. on the last day of the Due Diligence Period within which to notify ▇▇▇▇▇▇▇ in writing that Inland objects to any state of facts as shown on any Survey, which written notice must be given contemporaneously with any written notice given as to exceptions to title referred to above. If Inland notifies ▇▇▇▇▇▇▇ in writing that Inland objects to any exceptions to title and/or to any state of facts in the Survey (hereinafter referred to as a “Title Objection Notice”), ▇▇▇▇▇▇▇ shall have ten (10) business days after receipt of such notification to notify Inland (i) that ▇▇▇▇▇▇▇ will remove the Title Objection Notice exceptions from title or, if applicable, remove the matters as shown on the Survey on or before the Closing or (ii) that ▇▇▇▇▇▇▇ elects not to cause such exceptions or matters to be removed. If ▇▇▇▇▇▇▇ fails to notify Inland within such ten (10) business days, ▇▇▇▇▇▇▇ shall be deemed to have given notice under clause (ii) above. If ▇▇▇▇▇▇▇ gives (or is deemed to have given) Inland notice under clause (ii) above, Inland shall have five (5) business days from the date of receipt of such notice (or in a case where ▇▇▇▇▇▇▇ gives no such notice, from the last date on which such notice could have been given) in which to notify ▇▇▇▇▇▇▇ and the Escrow Agent (x) that Inland will nevertheless proceed with the transactions contemplated by this Agreement and the Grantees shall then take title to the Property subject to such exceptions and such matters without reduction of the Contribution Value or (y) that Inland will terminate this

State of Title. (a) Title Section 6.01 At the Closing, Seller shall be conveyed deliver, and Purchaser shall accept, such title to the Grantees at Closing in fee simple Property as a reputable title insurance company licensed by local jurisdiction form bargain and sale deed with covenants against grantor’s acts and shall be insurable at regular rates free and clear the State of any and all liens, claims, encumbrances, mortgages, deeds of trust and security interests New York (except for the lien of real estate taxes not yet due and payable), but subject to all Permitted Exceptions (as such term is defined in Section 2.1(c) hereof). (b) Inland, the cost and expense thereof to be paid by Inland, shall obtain a preliminary title search of each Property (hereinafter collectively referred to as the “Title Commitment”) from Chicago Title Insurance Company (in such capacity, hereinafter referred to as the “Title Company”)) shall be willing to insure without additional premium subject only to the Permitted Exceptions. Except as provided in Section 5.02 hereof, pursuant Purchaser shall have the right to which select the Title Company shall commit to insure (upon provide the payment of a requisite premium at regular rates) that title insurance to be issued to Purchaser in connection with the Grantees shall own good and indefeasible fee simple title to the Property as described in Section 2.1(a) of transaction contemplated by this Agreement. Inland shall forward a complete copy of the Title Commitment to ▇▇▇▇▇▇▇ within five (5) business days after Inland’s receipt of same. Inland shall have until 5 p.m. on April 24, 2006 (hereinafter referred to as the “Due Diligence Period”) within which to object, by written notice to ▇▇▇▇▇▇▇, to any exceptions to title set forth in the Title Commitment. ▇▇▇▇▇▇▇, at the sole cost and expense of Inland, shall cause a reputable surveyor licensed in the state of situs of each Property, to prepare and deliver an ALTA as-built survey of each Property (to specifications approved by Inland) (collectively, the “Survey”) to the Grantees and ▇▇▇▇▇▇▇ and the Title Company no later than 30-days prior to the expiration of the Due Diligence Period. Inland shall have until 5:00 p.m. on the last day of the Due Diligence Period within which to notify ▇▇▇▇▇▇▇ in writing that Inland objects to any state of facts as shown on any Survey, which written notice must be given contemporaneously with any written notice given as to exceptions to title referred to above. If Inland notifies ▇▇▇▇▇▇▇ in writing that Inland objects to any exceptions to title and/or to any state of facts in the Survey (hereinafter referred to as a “Title Objection Notice”), ▇▇▇▇▇▇▇ shall have . Section 6.02 Within ten (10) business days after receipt of such notification a fully executed copy of this Agreement by the Purchaser’s attorney, Purchaser shall at Purchaser’s expense make application to notify Inland (i) that ▇▇▇▇▇▇▇ will remove cause title to the Property to be searched and examined by the Title Objection Notice exceptions from Company, and shall instruct the Title Company to deliver directly to each of Purchaser and Seller copies of the title orreport, if applicabletax and departmental searches, remove and at Purchaser’s option, a survey and survey reading (the matters as shown on “Title Report”), and any updates or continuations thereof and supplements thereto ordered by Purchaser or otherwise issued by the Survey on or before the Closing or Title Company (ii) that ▇▇▇▇▇▇▇ elects not to cause such exceptions or matters to be removed. If ▇▇▇▇▇▇▇ fails to notify Inland within such each, a "Title Update"). Section 6.03 Within ten (10) business days, ▇▇▇▇▇▇▇ shall be deemed to have given notice under clause days of receipt of the Title Report from the Title Company and in any event no later than thirty (ii30) above. If ▇▇▇▇▇▇▇ gives days following the date Purchaser’s attorney receives a fully executed copy of this Agreement (or is deemed to have given) Inland notice under clause (ii) above, Inland shall have and within five (5) business days from the date of after receipt of such any Title Update), Purchaser shall deliver to Seller written notice (an “Objection Notice”) specifying any item or items in a the Title Report (or, as the case where ▇▇▇▇▇▇▇ gives no may be, the Title Update), other than any Permitted Exceptions, to which Purchaser objects (any such notice, from specified item being herein called an “Objection”). Purchaser shall be deemed to have waived any such item or items if it does not specify the last date on which such notice could have been given) same as an Objection in which to notify ▇▇▇▇▇▇▇ and an Objection Notice within the Escrow Agent (x) that Inland will nevertheless proceed with the transactions contemplated by this Agreement and the Grantees shall then take title pertinent aforementioned period. Section 6.04 Subject to the provisions of Section 5 and this Section 6, Seller shall have the following rights and obligations with respect to discharging, or attempting to discharge, any Objections: (a) Seller shall be obligated to discharge the following Objections: (i) any Objection that constitutes a mortgage encumbering the Property subject to such exceptions and such matters without reduction of the Contribution Value or (y) that Inland will terminate thisSeller voluntarily creates;

State of Title. (a) Title shall be conveyed to the Grantees Inland at Closing in fee simple by local jurisdiction New York form bargain and sale deed (or its local equivalent) with covenants against grantor’s acts and shall be insurable at regular rates free and clear of any and all liens, claims, encumbrances, mortgages, deeds of trust and security interests (except for the lien of real estate taxes not yet due and payable), but subject to all Permitted Exceptions (as such term is defined in Section 2.1(c) hereof). (b) Inland, the cost and expense thereof to be paid by InlandColumbia and Inland in equal shares, shall obtain a preliminary title search of each Property (hereinafter collectively referred to as the “Title Commitment”) from Chicago Title Insurance Company (acting through Ticor Title Insurance Company (its affiliate) (in such capacity, hereinafter referred to as the “Title Company”), pursuant to which the Title Company shall commit has committed to insure (upon the payment of a requisite premium at regular rates) that the Grantees Inland shall own good and indefeasible fee simple title to the Property as described in Section 2.1(a) of this Agreement. Inland shall forward a complete copy of the Title Commitment to ▇▇▇▇▇▇▇ Columbia within five (5) business days after Inland’s receipt of same. Inland shall have until 5 p.m. on April 24December 14, 2006 2005 (hereinafter referred to as the “Due Diligence Period”) within which to object, by written notice to ▇▇▇▇▇▇▇Columbia, to any exceptions to title set forth in the Title Commitment. ▇▇▇▇▇▇▇Columbia, at the sole cost and expense of InlandColumbia and Inland in equal shares, shall cause a reputable surveyor licensed in the state of situs of each PropertyNew York, to prepare and deliver an ALTA as-built survey of each the Property (to specifications approved by Inland) (collectively, the “Survey”) to the Grantees Inland and ▇▇▇▇▇▇▇ Columbia and the Title Company no later than 302-business days prior to the expiration of the Due Diligence Period. Inland shall have until 5:00 p.m. on the last day of the Due Diligence Period within which to notify ▇▇▇▇▇▇▇ Columbia in writing that Inland objects to any state of facts as shown on any Survey, which written notice must be given contemporaneously with any written notice given as to exceptions to title referred to above. If Inland notifies ▇▇▇▇▇▇▇ Columbia in writing that Inland objects to any exceptions to title and/or to any state of facts in the Survey (hereinafter referred to as a “Title Objection Notice”), ▇▇▇▇▇▇▇ Columbia shall have ten (10) business days after receipt of such notification to notify Inland (i) that ▇▇▇▇▇▇▇ Columbia will remove the Title Objection Notice exceptions from title or, if applicable, remove the matters as shown on the Survey on or before the Closing or (ii) that ▇▇▇▇▇▇▇ Columbia elects not to cause such exceptions or matters to be removed. If ▇▇▇▇▇▇▇ Columbia fails to notify Inland within such ten (10) business days, ▇▇▇▇▇▇▇ Columbia shall be deemed to have given notice under clause (ii) above. If ▇▇▇▇▇▇▇ Columbia gives (or is deemed to have given) Inland notice under clause (ii) above, Inland shall have five (5) business days from the date of receipt of such notice (or in a case where ▇▇▇▇▇▇▇ Columbia gives no such notice, from the last date on which such notice could have been given) in which to notify ▇▇▇▇▇▇▇ Columbia and the Escrow Agent (x) that Inland will nevertheless proceed with the transactions contemplated by this Agreement and the Grantees shall then take title to the Property subject to such exceptions and such matters without reduction of the Contribution Value or (y) that Inland will terminate thisthis Agreement. If Inland does not provide any notice contemplated by the immediately preceding sentence, Inland shall be deemed to have elected to take title to the Property pursuant to clause (x) above. If this Agreement is terminated pursuant to the provisions of Section 2.1(b)(y), (i) this Agreement shall terminate and be of no further force and effect, (ii) no party hereto shall have any further rights or obligations hereunder (except for representations, warranties and/or any indemnity obligations of any party pursuant to the provisions of this Agreement which expressly survive termination of this Agreement), and (iii) the Escrow Agent shall immediately return the Deposit to Inland. (c) The term “Permitted Exceptions” as used herein shall mean (i) the lien of real estate taxes, assessments and water and sewer charges not yet due and payable, (ii) all matters set forth in the Title Commitment and approved by Inland or deemed approved by Inland as provided hereinabove, provided, however, matters set forth in the Title Commitment for which the Standards of Title of the New York Bar Association recommend no curative action be taken shall be deemed approved (iii) intentionally deleted, (iv) all existing building, zoning and other city, state, county or federal laws, codes and regulations affecting the Property, (v) any existing general utility easements serving the Property (provided that such easements do not subject any owner of such Property to obligations other than are usual and customary in similar easements and provided further that no Improvements (other than parking areas and access aisles) are constructed on such easements), (vi) such state of facts as would be shown by accurate survey of the Property, (vii) the Leases, and (viii) any title exception created directly by any act or omission of Inland or its representatives, agents, employees or invitees.

State of Title. (a) Title On the Contribution Date, the title to the Property shall be conveyed to the Grantees at Closing held by Dayville in fee simple by local jurisdiction form bargain and sale deed with covenants against grantor’s acts and shall be insurable at regular rates free and clear of any and all liens, claims, encumbrances, mortgages, deeds of trust and security interests (except for the lien of real estate taxes not yet due and payable), but subject to all Permitted Exceptions (as such term is defined in Section 2.1(c) hereof). (bi) InlandPrior to the Contribution Date, the Dayville Unit, at its sole cost and expense thereof to be paid by Inlandexpense, shall obtain a preliminary later-date title search of each the Property (hereinafter collectively referred to as the “"Title Commitment”") from Chicago First American Title Insurance Company (in such capacity, hereinafter referred to as the “"Title Company”"), pursuant to which the Title Company shall commit has committed to endorse its Policy No. 5011300-0305887 (verify) to insure (upon the payment of a requisite premium at regular rates) that the Grantees Dayville shall own good and indefeasible fee simple title to the Property as described in Section 2.1(a) of this AgreementAgreement in the amount of $60,191,637.81. Inland The Policy shall forward further contain a complete copy of the Title Commitment to ▇▇▇▇▇▇▇ within five (5) business days after non-imputation endorsement and such other endorsements as required by Inland’s receipt of same. Inland shall have until 5 p.m. on April 24, 2006 (hereinafter referred to as the “Due Diligence Period”) Contribution Date within which to object, by written notice approve the status of title to ▇▇▇▇▇▇▇, to any exceptions to title set forth in the Title CommitmentProperty. ▇▇▇▇▇▇▇Dayville Unit, at the sole cost and expense of InlandDayville Unit, shall cause a reputable surveyor licensed in the state of situs of each Property, to prepare and deliver has provided an ALTA as-built survey of each the Property (to specifications approved by Inland) (collectively, the “"Survey”") to the Grantees Inland and ▇▇▇▇▇▇▇ Dayville and Dayville Unit and the Title Company no later than 30-days Company. If Inland and Dayville Unit are not able to agree upon the status of title at or prior to the expiration Contribution Date, either party may terminate this Agreement upon written notice to the other party. If this Agreement is terminated pursuant to the provisions of the Due Diligence Period. Inland this Section 2.1(b), this Agreement shall terminate and be of no further force and effect, no party hereto shall have until 5:00 p.m. on any further rights or obligations hereunder (except for representations, warranties and/or any indemnity obligations of any party pursuant to the last day provisions of the Due Diligence Period within this Agreement which to notify ▇▇▇▇▇▇▇ in writing that Inland objects to any state expressly survive termination of facts as shown on any Survey, which written notice must be given contemporaneously with any written notice given as to exceptions to title referred to above. If Inland notifies ▇▇▇▇▇▇▇ in writing that Inland objects to any exceptions to title and/or to any state of facts in the Survey (hereinafter referred to as a “Title Objection Notice”this Agreement), ▇▇▇▇▇▇▇ shall have ten (10) business days after receipt of such notification to notify Inland (i) that ▇▇▇▇▇▇▇ will remove the Title Objection Notice exceptions from title or, if applicable, remove the matters as shown on the Survey on or before the Closing or (ii) that ▇▇▇▇▇▇▇ elects not to cause such exceptions or matters to be removed. If ▇▇▇▇▇▇▇ fails to notify Inland within such ten (10) business days, ▇▇▇▇▇▇▇ shall be deemed to have given notice under clause (ii) above. If ▇▇▇▇▇▇▇ gives (or is deemed to have given) Inland notice under clause (ii) above, Inland shall have five (5) business days from the date of receipt of such notice (or in a case where ▇▇▇▇▇▇▇ gives no such notice, from the last date on which such notice could have been given) in which to notify ▇▇▇▇▇▇▇ and the Escrow Agent shall immediately return the Deposit to Inland. (xii) that Inland Inland, will nevertheless proceed take ownership of its membership interest in Dayville through an acquisition of Membership Interests in accordance with the transactions contemplated by terms of this Agreement and the Grantees shall then take title to the Property subject to such exceptions and such matters without reduction of the Contribution Value or Agreement. (yc) that Inland will terminate thisThe term "

State of Title. (a) Title shall be conveyed to the Grantees Buyer at Closing in fee simple by local jurisdiction New York form bargain and sale deed with covenants against grantor’s acts and shall be insurable at regular rates free and clear of any and all liens, claims, encumbrances, mortgages, deeds of trust and security interests (except for the lien of real estate taxes not yet due and payable), but subject to all Permitted Exceptions (as such term is defined in Section 2.1(c) hereof). (b) InlandBuyer, the cost and expense thereof to be paid equally shared by InlandSeller and Buyer, shall obtain a preliminary title search of each Property (hereinafter collectively referred to as the “Title Commitment”) from Chicago Title Insurance Company (in such capacity, hereinafter referred to as the “Title Company”), pursuant to which the Title Company shall commit has committed to insure (upon the payment of a requisite premium at regular rates) that the Grantees Buyer shall own good and indefeasible fee simple title to the Property as described in Section 2.1(a) of this Agreement. Inland Buyer shall forward a complete copy of the Title Commitment to ▇▇▇▇▇▇▇ Seller within five (5) business days after InlandBuyer’s receipt of same. Inland Buyer shall have until 5 p.m. on April 24October 15, 2006 2004 (hereinafter referred to as the “Due Diligence Period”) within which to object, by written notice to ▇▇▇▇▇▇▇Seller, to any exceptions to title set forth in the Title Commitment. ▇▇▇▇▇▇▇Seller, at the sole cost and expense of Inlandthereof to be shared equally by Seller and Buyer, shall cause a reputable surveyor surveyors licensed in the state State of situs of each PropertyNew York, to prepare and deliver an ALTA as-built survey of each the Property (to specifications approved by InlandBuyer) (collectively, the “Survey”) to the Grantees Buyer and ▇▇▇▇▇▇▇ Seller and the Title Company no later than 30-days prior to the expiration of the Due Diligence Period. Inland Buyer shall have until 5:00 p.m. on the last day of the Due Diligence Period within which to notify ▇▇▇▇▇▇▇ Seller in writing that Inland Buyer objects to any state of facts as shown on any Survey, which written notice must be given contemporaneously with any written notice given as to exceptions to title referred to above. If Inland Buyer notifies ▇▇▇▇▇▇▇ Seller in writing that Inland Buyer objects to any exceptions to title and/or to any state of facts in the Survey (hereinafter referred to as a “Title Objection Notice”), ▇▇▇▇▇▇▇ Seller shall have ten (10) business days after receipt of such notification to notify Inland Buyer (i) that ▇▇▇▇▇▇▇ Seller will remove the Title Objection Notice exceptions from title or, if applicable, remove the matters as shown on the Survey on or before the Closing or (ii) that ▇▇▇▇▇▇▇ Seller elects not to cause such exceptions or matters to be removed. If ▇▇▇▇▇▇▇ Seller fails to notify Inland Buyer within such ten (10) business days, ▇▇▇▇▇▇▇ Seller shall be deemed to have given notice under clause (ii) above. If ▇▇▇▇▇▇▇ Seller gives (or is deemed to have given) Inland Buyer notice under clause (ii) above, Inland Buyer shall have five (5) business days from the date of receipt of such notice (or in a case where ▇▇▇▇▇▇▇ Seller gives no such notice, from the last date on which such notice could have been given) in which to notify ▇▇▇▇▇▇▇ Seller and the Escrow Agent (x) that Inland Buyer will nevertheless proceed with the transactions contemplated by this Agreement and the Grantees shall then take title to the Property subject to such exceptions and such matters without reduction of the Contribution Value Purchase Price or (y) that Inland Buyer will terminate thisthis Agreement. If Buyer does not provide any notice contemplated by the immediately preceding sentence, Buyer shall be deemed to have elected to take title to the Property pursuant to clause (x) above. If this Agreement is terminated pursuant to the provisions of Section 2.1(b)(y), (i) this Agreement shall terminate and be of no further force and effect, (ii) no party hereto shall have any further rights or obligations hereunder (except for representations, warranties and/or any indemnity obligations of any party pursuant to the provisions of this Agreement which expressly survive termination of this Agreement), and (iii) the Escrow Agent shall immediately return the Deposit to Buyer. (c) The term “Permitted Exceptions” as used herein shall mean (i) the lien of real estate taxes, assessments and water and sewer charges not yet due and payable, (ii) all matters set forth in the Title Commitment and approved by Buyer or deemed approved by Buyer as provided hereinabove, provided, however, matters set forth in the Title Commitment for which the Standards of Title of the New York Bar Association recommend no curative action be taken shall be deemed approved (iii) intentionally deleted, (iv) all existing building, zoning and other city, state, county or federal laws, codes and regulations affecting the Property, (v) any existing general utility easements serving the Property (provided that such easements do not subject any owner of such Property to obligations other than are usual and customary in similar easements and provided further that no Improvements (other than parking areas and access aisles) are constructed on such easements), (vi) such state of facts as would be shown by accurate survey of the Property, (vii) the Leases, and (viii) any title exception created directly by any act or omission of Buyer or its representatives, agents, employees or invitees.

State of Title. (a) Title Section 6.01 At the Closing, Seller shall be conveyed deliver, and Purchaser shall accept, such title to the Grantees at Closing in fee simple Property as a reputable title insurance company licensed by local jurisdiction form bargain and sale deed with covenants against grantor’s acts and shall be insurable at regular rates free and clear the State of any and all liens, claims, encumbrances, mortgages, deeds of trust and security interests New York (except for the lien of real estate taxes not yet due and payable), but subject to all Permitted Exceptions (as such term is defined in Section 2.1(c) hereof). (b) Inland, the cost and expense thereof to be paid by Inland, shall obtain a preliminary title search of each Property (hereinafter collectively referred to as the “Title Commitment”) from Chicago Title Insurance Company (in such capacity, hereinafter referred to as the “Title Company”), pursuant to which the Title Company ) shall commit be willing to insure subject only to the Permitted Exceptions. Section 6.02 Within fifteen (upon 15) days after the payment date of a requisite premium this Agreement, Purchaser shall at regular rates) that the Grantees shall own good and indefeasible fee simple Purchaser's expense make application to cause title to the Property as described in to be searched and examined by the Title Company, and shall instruct the Title Company to deliver directly to each of Purchaser and Seller copies of the title report, tax and departmental searches, a survey and survey reading (the “Title Report”), and any updates or continuations thereof and supplements thereto ordered by Purchaser or otherwise issued by the Title Company (each, a "Title Update"). Section 2.1(a6.03 Within ten (10) business days of this Agreement. Inland shall forward a complete copy receipt of the Title Commitment to ▇▇▇▇▇▇▇ Report from the Title Company and in any event no later than thirty (30) days following the date of this Agreement (and within five (5) business days after Inland’s receipt of sameany Title Update), Purchaser shall deliver to Seller written notice (an “Objection Notice”) specifying any item or items in the Title Report (or, as the case may be, the Title Update), other than any Permitted Exceptions, to which Purchaser objects (any such specified item being herein called an “Objection”). Inland Purchaser shall be deemed to have waived any such item or items if it does not specify the same as an Objection in an Objection Notice within the pertinent aforementioned period. Section 6.04 Seller shall have until 5 p.m. the following rights and obligations with respect to discharging, or attempting to discharge, any Objections: (a) Seller shall be obligated to discharge the following Objections: (i) any Objection that constitutes a mortgage encumbering the Property; and (ii) any Objection that constitutes a mechanic's lien of record resulting from work that Seller has performed or caused to be performed at the Property, (iii) any other mortgage or encumbrance placed upon the Property by Seller which can be satisfied by the payment of money; and (iv) any federal or other tax lien against the Property with respect to taxes that are delinquent. Nothing in this subparagraph shall be deemed to impose any obligation on April 24Seller to discharge any Objection as to which there is a bona fide dispute or to institute any litigation. (b) Except for Objections delineated in Section 6.04(a) hereof, 2006 Seller shall have the right, but not the obligation, to discharge (hereinafter referred or attempt to discharge) any Objections, and, in that regard, may, but shall not be obligated to, (i) bring any action or proceeding or (ii) incur any expense or liability (contingent or otherwise) to discharge (or attempt to discharge) any Objections, the determination as the “Due Diligence Period”to whether to undertake or not undertake any such action to be Seller's in Seller's sole and absolute discretion. (c) within which to objectSeller, by written notice to ▇▇▇▇▇▇▇Purchaser, shall have the unilateral right (but not the obligation), from time to time and at anytime (including on any date theretofore set as the Scheduled Closing Date), to postpone the Scheduled Closing Date for a number of days, up to an aggregate maximum of ninety (90) days, for the purposes of discharging, or attempting to discharge, any exceptions Objections. Any such postponement shall be to title set forth a business day, and shall be for a period of not less than three (3) days. Section 6.05 Except for Objections delineated in Section 6.04(a) hereof, if Seller determines not to discharge any Objections, or, after attempting to discharge any Objections, is unable to do so, then (I) Seller shall so notify Purchaser, (II) Seller shall have no liability to Purchaser on account thereof, and (III) Purchaser shall have the Title Commitment. ▇▇▇▇▇▇▇, at the sole cost and expense of Inland, shall cause a reputable surveyor licensed in the state of situs of each Property, right to prepare and deliver an ALTA as-built survey of each Property elect either (to specifications approved by Inland) (collectively, the “Survey”a) to accept such title as Seller is able to convey, without any reduction of the Grantees and ▇▇▇▇▇▇▇ and the Title Company no later than 30-days prior Purchase Price or any credit or allowance on account thereof or any other claim against Seller, or (b) to terminate this Agreement. If Purchaser elects to terminate this Agreement pursuant to the expiration of the Due Diligence Period. Inland shall have until 5:00 p.m. on the last day of the Due Diligence Period within which to notify ▇▇▇▇▇▇▇ in writing that Inland objects to any state of facts as shown on any Survey, which written notice must be given contemporaneously with any written notice given as to exceptions to title referred to above. If Inland notifies ▇▇▇▇▇▇▇ in writing that Inland objects to any exceptions to title and/or to any state of facts in the Survey preceding clause (hereinafter referred to as a “Title Objection Notice”b), ▇▇▇▇▇▇▇ then this Agreement shall have ten (10) business days after receipt of such notification to notify Inland terminate, whereupon (i) that ▇▇▇▇▇▇▇ will remove the Title Objection Notice exceptions from title orDownpayment shall be returned to Purchaser, if applicable, remove the matters as shown on the Survey on or before the Closing or and (ii) that ▇▇▇▇▇▇▇ elects thereafter, Purchaser and Seller shall have no further liability or obligations under this Agreement except with respect to the provisions hereof which by their terms expressly survive the termination hereof. Purchaser shall make its election between clauses (a) and (b) of the immediately preceding sentences by written notice to Seller given not later than the fifth (5th) business day after the receipt by Purchaser of notice from Seller of Seller's inability or unwillingness to cause such exceptions or matters to be removeddischarge any Objections. If ▇▇▇▇▇▇▇ fails Purchaser shall fail to notify Inland within give such ten (10) business daysnotice as aforesaid, ▇▇▇▇▇▇▇ Purchaser shall be deemed to have given notice under elected clause (a) above and this Agreement shall remain in full force and effect without any reduction of the Purchase Price or any credit or allowance on account thereof or any other claim against Seller. Section 6.06 For all purposes of this Agreement, an Objection shall be deemed “discharged” by Seller if either: (a) the Title Company shall be willing to omit such Objection as an exception to Purchaser's title insurance coverage with respect to the Property (or, if the Title Company is not willing to so omit such Objection, another reputable title insurance company licensed in the State of New York and designated by Seller shall be willing to issue Purchaser title insurance, with coverage that so omits such Objection); or (b) the Title Company (while unwilling to omit such Objection as an exception to Purchaser's title insurance coverage with respect to the Property) shall be willing in the case of any Objection constituting a covenant or other restriction affecting (or purporting to affect) the Property, to issue affirmative insurance against the enforcement of such Objection against the Property (other than to an extent that would not interfere, in any material respect, with Purchaser's contemplated use of the Property in accordance with applicable zoning laws, rules and regulations). Section 6.07 Seller may, if Seller so elects in Seller's sole discretion, (i) use any portion of the Balance to discharge any Objection(s) or (ii) abovedeposit with the Title Company any monies (which may include a portion of the Purchase Price) and/or deliver to the Title Company any documents (which may include indemnities) sufficient to effectuate the discharge of any Objections in accordance with the provisions of this Agreement. If ▇▇▇▇▇▇▇ gives (written request is made by Seller or is deemed Seller's attorneys within a reasonable time prior to have given) Inland notice under clause (ii) abovethe Closing Date, Inland Purchaser shall have five (5) business days from deliver separate checks of the date type specified in Section 2.01(b), or at Seller's option, wire funds to separate accounts, aggregating no more than the amount of receipt the Balance, to facilitate the discharge of such notice (or in a case where ▇▇▇▇▇▇▇ gives no such notice, from the last date on which such notice could have been given) in which to notify ▇▇▇▇▇▇▇ any Objections and the Escrow Agent (x) that Inland will nevertheless proceed discharge of Seller's other monetary obligations under this Agreement, including the payment of any real estate transfer taxes. Purchaser shall not be entitled to object to the manner of discharge of any Objection if such Objection is discharged consistent with the transactions contemplated by provisions of this Agreement and the Grantees shall then take title to the Property subject to such exceptions and such matters without reduction of the Contribution Value or (y) that Inland will terminate thisAgreement.

State of Title. (a) Title Except as herein otherwise provided, the Property shall be transferred, conveyed and assigned by Seller to Purchaser at Closing subject only to the Grantees at Closing in fee simple by local jurisdiction form bargain and sale deed with covenants against grantor’s acts and Permitted Exceptions. Purchaser shall be insurable at regular rates free and clear of any and all liens, claims, encumbrances, mortgages, deeds of trust and security interests promptly order from the Title Company a commitment (except for the lien of real estate taxes not yet due and payable), but subject to all Permitted Exceptions (as such term is defined in Section 2.1(c) hereof). (b) Inland, the cost and expense thereof to be paid by Inland, shall obtain a preliminary title search of each Property (hereinafter collectively referred to as the “Title Commitment”) from Chicago Title Insurance Company (in such capacity, hereinafter referred to as for an ALTA leasehold/fee title insurance policy covering the “Title Company”), pursuant to which Property. Purchaser shall direct the Title Company to deliver copies of such Title Commitment to Seller’s attorney simultaneously with the delivery of same to Purchaser. In addition, Purchaser may obtain a current survey of the Parcels (the “Survey”) prepared by a surveyor licensed by the state in which the Parcels are located. Purchaser shall commit use all commercially reasonable efforts to insure (upon the payment of a requisite premium at regular rates) ensure that the Grantees shall own good and indefeasible fee simple title to the Property as described in Section 2.1(a) of this Agreement. Inland shall forward a complete copy of the Title Commitment is received no later than by the tenth (10th) Business Day following the Effective Date (subject to ▇▇▇▇▇▇▇ within five (5) business days after Inland’s the later receipt of samemunicipal searches to the extent that such searches have not yet been returned by the municipality) and that the Survey is received promptly. 4.1.1. Inland If there shall have until 5 p.m. on April 24, 2006 (hereinafter referred to as the “Due Diligence Period”) within which to object, by written notice to ▇▇▇▇▇▇▇, to be any exceptions to title set forth in the Title Commitment. ▇▇▇▇▇▇▇Commitment and/or Survey (that are not Permitted Exceptions) that are not acceptable to Purchaser, at Purchaser shall provide Seller with written notice (the sole cost and expense “Title Defect Notice”) of Inland, shall cause a reputable surveyor licensed specific defects in the state title to or Survey of situs of each Property, to prepare and deliver an ALTA as-built survey of each Property (to specifications approved by Inland) (collectively, the “Survey”) to the Grantees and ▇▇▇▇▇▇▇ and Parcels or other items disclosed in the Title Company no later than 30-days Commitment or on the Survey which Seller needs to address or remedy on or prior to the expiration tenth (10th) Business Day following receipt of the Due Diligence PeriodTitle Report or, with respect to the survey exception, receipt of the Survey. Inland shall have until 5:00 p.m. Notwithstanding the notice provisions in Section 10.10, such Title Defect Notice may be sent by email to Seller's attorney. Subject to Section 4.2 of this Agreement, any title or survey exceptions that are: (a) with respect to the Leasehold Parcel, included in the Pre-Approved Permitted Exceptions (Leasehold Parcel) or, with respect to the Fee Parcel, included in the Pre-Approved Permitted Exceptions (Fee Parcel), or (b) described in the Title Commitment and/or reflected on the last day Survey which are not objected to on or prior to the tenth (10th) Business Day following receipt of the Due Diligence Period within which to notify ▇▇▇▇▇▇▇ in writing that Inland objects to any state Title Report or receipt of facts as shown on any Survey, which written notice must be given contemporaneously with any written notice given as to exceptions to title referred to above. If Inland notifies ▇▇▇▇▇▇▇ in writing that Inland objects to any exceptions to title and/or to any state of facts in the Survey (hereinafter referred shall be deemed to as be, collectively “Permitted Exceptions.” 4.1.2. Upon receipt of a “Title Objection Defect Notice”), ▇▇▇▇▇▇▇ Seller shall have ten (10) business days after (the “Cure Election Period”), following receipt of such notification the Title Defect Notice in which to notify Inland elect in writing either: (i) that ▇▇▇▇▇▇▇ will to remove or cure, at Seller’s sole cost and expense, any of such noted defects to the Title Objection Notice exceptions from title or, if applicable, remove the matters as shown on and/or the Survey on or before (in which event same shall then be deemed a “Mandatory Removal Item” for purposes of this Agreement), whereupon Seller shall be entitled to reasonable extensions of the Closing one or more times for a period not to exceed thirty (30) days in the aggregate, provided that in no event shall such extension of the Closing for thirty (30) day or less cause the Closing to occur after May 30, 2022, time being of the essence as of such date, to enable Seller to convey such title to the Property to Purchaser free and clear of such noted defects to the title and/or the Survey and otherwise in accordance with the terms of this Agreement. Seller shall give notice to Purchaser that it intends to postpone the Closing no later than two (2) Business Days prior to the originally scheduled Closing Date; (ii) to not remove or cure such noted defects to the title and/or the Survey; or (iii) to notify Purchaser that ▇▇▇▇▇▇▇ elects such noted defects are not removable or curable (such notice of election being referred to cause such exceptions or matters to be removedherein as the “Cure Notice”). If ▇▇▇▇▇▇▇ Seller fails to notify Inland within such ten (10) business daysdeliver the Cure Notice to Purchaser during the Cure Election Period, ▇▇▇▇▇▇▇ Seller shall be deemed to have given notice under clause (ii) aboveelected not to cure the defects noted in the Title Defect Notice. If ▇▇▇▇▇▇▇ gives Seller declines to cure (or is deemed to have givendeclined to cure) Inland notice under clause any defect noted in the Title Defect Notice, or if Seller notifies Purchaser that any such defect is not curable, Purchaser may elect, on the later to occur of the Expiration Date and ten (ii) above, Inland shall have five (510) business days from the date of after Purchaser’s receipt of such notice (the Cure Notice, or in expiration of the Cure Election Period if Seller fails to deliver a case where ▇▇▇▇▇▇▇ gives no such noticeCure Notice, from the last date on which such notice could have been given) in which to notify ▇▇▇▇▇▇▇ and the Escrow Agent either: (x) that Inland will nevertheless proceed with the transactions contemplated by this Agreement and the Grantees shall then take to accept title to the Property with any defect Seller declines to cure (or is deemed to have declined to cure) and any defect Seller has notified Purchaser is not curable (in which event any such title defect(s) shall be deemed a Permitted Exception hereunder), subject to such exceptions and such matters without reduction of the Contribution Value right to deduct from the Purchase Price funds necessary to satisfy outstanding Mandatory Removal Items; or (y) to terminate this Agreement by written notice to Seller (in which event the Termination Provisions shall apply). If Purchaser fails to deliver a termination notice pursuant to this Section 4.1.2, then Purchaser shall be conclusively deemed to have made an election under clause (x) of this Section 4.1.2. 4.1.3. Notwithstanding any other provision of this Agreement, and whether or not any of the same are included in Purchaser’s Title Defect Notice or Seller’s Cure Notice, Seller shall be unconditionally obligated to remove all Mandatory Removal Items and in no event shall any Mandatory Removal Item be a Permitted Exception. Purchaser acknowledges that Inland will terminate thisany matter relating to the environmental condition of the Parcels shall not be deemed to be a title exception and shall not be subject to the provisions of this Section 4.1 or Section 4.2 except to the extent that there shall be a lien or encumbrance to the title of the Parcels as a result thereof.