Common use of Title Commitment Clause in Contracts

Title Commitment. No later than twenty (20) Business Days following the execution of this Agreement, Seller shall, at its own cost and expense, provide Buyer with (i) a recent survey of the Real Estate owned by Seller or any of the Companies or any of the Operating Subsidiaries (the “Surveys”), (ii) a recent title policy commitment in favor of the applicable company issued by a nationally recognized title insurance company reasonably acceptable to Buyer and Seller (the “Title Company”) covering the Real Estate owned by Seller or any of the Companies or any of the Operating Subsidiaries (the “Title Commitment”) and (iii) copies of all documents referenced as exceptions to title in the Title Commitment. Seller shall not be obligated to furnish any policy of title insurance issued by the Title Company or otherwise in respect of any portion of the Real Estate (a “Title Policy”), and it shall not be a requirement of or condition to the Closing that Buyer obtain or be able to obtain any Title Policy or that Buyer have or be able to have the survey exception in any Title Policy modified in any manner or that any other special endorsements be made to any Title Policy, including any endorsement regarding restrictive covenants. All costs of any Title Policies obtained by Buyer shall be borne by Buyer. Any provision of this Agreement to the contrary notwithstanding, at Closing Seller shall quitclaim all of Seller’s right, title and interest in and to the Gathering System without any representations or warranties, express or implied. Seller shall use its commercially reasonable efforts to deliver, or cause to be delivered, to any applicable Title Company such surveys, certificates, acknowledgements or other documents as shall be reasonably required by such Title Company in order for such Title Company to issue Title Policies free of any and all Liens (other than Permitted Encumbrances) and issue customary title endorsements.

Title Commitment. No later than twenty Seller shall convey good and marketable fee simple title to the Property to Purchaser at Closing, subject only to the “Permitted Encumbrances” (20defined below). Within ten (10) Business Days days following the execution of this AgreementEffective Date, Seller shallshall obtain, at its own sole cost and expense, provide Buyer with (i) and deliver to Purchaser, a recent survey of the Real Estate owned by Seller or any of the Companies or any of the Operating Subsidiaries (the “Surveys”), (ii) a recent title policy commitment in favor of the applicable company issued by a nationally recognized title insurance company reasonably acceptable to Buyer and Seller (the “Title Company”) covering the Real Estate owned by Seller or any of the Companies or any of the Operating Subsidiaries (the “Title Commitment”) and for an ALTA Extended Owner's Policy of Title Insurance (iii) copies of all documents referenced as exceptions to title in the Title Commitment. Seller shall not be obligated to furnish any policy of title insurance issued by the Title Company or otherwise in respect of any portion of the Real Estate (a “Title Policy”), issued by the Escrow Agent on behalf of the Title Company, insuring good and it marketable fee simple title to the Property, together with legible copies of all exceptions listed therein. The Title Policy to be issued to Purchaser at Closing shall include, in addition to any other matters as may be agreed upon between Purchaser and the Title Company, affirmative coverage by endorsement or other acceptable mechanism, against mechanic’s liens arising as a result of the construction of the Improvements on the Land, such affirmative coverage to be at Seller’s sole cost and expense, and Seller shall be solely responsible for compliance with the Title Company’s usual and customary requirements for issuance of such affirmative coverage (including without limitation any security or indemnity as may be required of Seller). Purchaser shall have ten (10) days following its receipt of the Title Commitment, legible copies of all exceptions listed therein and the “Survey” (defined below), to deliver to Seller written notice of Purchaser’s objections to title (the “Title Objection Letter”). Seller shall have the right, but not the obligation, to cure Purchaser’s objections to title; subject, however, to Seller’s obligation to remove all “Monetary Liens” (as defined below) by Closing. Seller shall notify Purchaser in writing within ten (10) days following Seller’s receipt of the Title Objection Letter concerning which title objections, if any, Seller has agreed to cure. In the event that Seller does not undertake to cure all of the objections in the Title Objection Letter to Purchaser’s sole satisfaction (or does not timely respond to the Title Objection Letter), then Purchaser shall have the right for five (5) days after receipt of Seller’s response to the Title Objection Letter (or five (5) days following the expiration of the period within which Seller was to so respond) to either (i) waive any such title objection in writing and proceed to Closing (in which event such waived title objection shall be deemed to be a requirement “Permitted Encumbrance”, as defined below), or (ii) terminate this Agreement upon written notice to Seller and receive an immediate refund of the ▇▇▇▇▇▇▇ Money, without the consent or condition joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, in which event neither party hereto shall have any further obligations under this Agreement except for the Surviving Obligations. All exceptions set forth in Schedule B of the Title Commitment which are not objected to by Purchaser (including matters initially objected to by Purchaser which objections are subsequently waived in writing), exclusive of preprinted exceptions, are herein collectively called the “Permitted Encumbrances”. In the event that any update to the Closing that Buyer obtain Title Commitment or be able to obtain any Title Policy or that Buyer have or be able to have the survey exception in any Title Policy modified in any manner or that any other special endorsements be made to any Title PolicySurvey, including any endorsement regarding restrictive covenants. All costs update to the Title Commitment or Survey following “Substantial Completion of the Work” and/or “Completion of the Work” (as defined in Section 5.7 below), indicates the existence of any liens, encumbrances or other defects or exceptions (the “Unacceptable Encumbrances”) which are not shown in the initial Title Policies obtained Commitment or Survey and that are unacceptable to Purchaser, in its sole discretion, Purchaser shall, within ten (10) days after receipt of any such update to the Title Commitment or Survey, notify Seller in writing of its objection to any such Unacceptable Encumbrance (the “Unacceptable Encumbrance Notice”). Notwithstanding anything to the contrary contained herein, Seller shall have no obligation to take any steps or bring any action or proceeding or otherwise to incur any expense whatsoever to eliminate or modify any of the Unacceptable Encumbrances; provided, however, that Seller shall, prior to Closing, eliminate by Buyer shall paying, bonding around or otherwise discharging in a manner satisfactory to Purchaser (i) any Unacceptable Encumbrances that arise by, through or under Seller, (ii) any exceptions that arise in connection with construction of the Improvements, and (iii) any mortgages, deeds of trust, deeds to secure debt, mechanics’ liens or monetary judgments that appear on the Title Commitment (“Monetary Liens”). In the event Seller is unable, unwilling or for any reason fails to eliminate or modify all of the Unacceptable Encumbrances to the sole satisfaction of Purchaser (other than the Unacceptable Encumbrances and Monetary Liens required to be borne removed by BuyerSeller in accordance with the preceding sentence), Purchaser may terminate this Agreement by delivering notice thereof in writing to Seller by the earliest to occur of (i) the Closing Date, (ii) five (5) days after Seller’s written notice to Purchaser of Seller’s intent to not cure one or more of such Unacceptable Encumbrances, or (iii) ten (10) days after the Unacceptable Encumbrance Notice, in the event Seller does not timely respond thereto. Any provision Upon a termination of this Agreement pursuant to the immediately preceding sentence, (a) the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary notwithstandinginstructions which might be provided by Seller, at Closing (b) Purchaser shall be entitled to receive reimbursement from Seller for all out of pocket expenses incurred by Purchaser or any affiliate of Purchaser in connection with this Agreement, and (c) neither party shall quitclaim all have any further obligations hereunder other than the Surviving Obligations. Any liens, encumbrances or other defects or exceptions listed in Schedule B of any update to the Title Commitment not required to be eliminated by Seller of record in this Section 4.1.2, and which Seller in fact elects not to cure, shall be deemed to be included among the Permitted Encumbrances, unless Purchaser elects to terminate this Agreement as a result of Seller’s right, election not to cure such new title and interest in and to the Gathering System without any representations or warranties, express or implied. Seller shall use its commercially reasonable efforts to deliver, or cause to be delivered, to any applicable Title Company such surveys, certificates, acknowledgements or other documents matter as shall be reasonably required by such Title Company in order for such Title Company to issue Title Policies free of any and all Liens (other than Permitted Encumbrances) and issue customary title endorsementsprovided above.

Title Commitment. No later than twenty (20) Business Days following As soon as possible after the execution of this AgreementEffective Date, Seller shall, at its own cost and expense, provide Buyer with (i) Purchaser shall obtain a recent survey of the Real Estate owned by Seller or any of the Companies or any of the Operating Subsidiaries (the “Surveys”), (ii) a recent title policy commitment in favor of the applicable company issued by a nationally recognized title insurance company reasonably acceptable to Buyer and Seller (the “Title Company”) covering the Real Estate owned by Seller or any of the Companies or any of the Operating Subsidiaries (the “Title Commitment”) and (iii) copies of all documents referenced as exceptions to title in the Title Commitment. Seller shall not be obligated to furnish any Commitment for an A.L.T.A. fee owner's policy of title insurance to be marked up and/or issued at Closing (with a final policy issued as soon as possible thereafter) with extended A.L.T.A. coverage, survey coverage (subject to the provisions of Section 4(b) below), and mineral coverage, if available, and without standard exceptions, in the amount of the total Purchase Price (the "Commitment"), which Commitment shall be issued by First American Title Insurance Company, whose address is ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the "Title Company"), the same to bear a date later than the date hereof, wherein the Title Company shall agree to insure the title in the condition required hereunder and as marketable title subject only to those encumbrances to which Purchaser has not timely objected under Section 4.C below or, if timely objected to, which Purchaser has waived in writing (the "Permitted Encumbrances"). Permitted Encumbrances shall also include the Lease and applicable building and zoning laws. Purchaser shall, at the time of Closing, order a Policy of Title Insurance from the Title Company pursuant to said Commitment (the "Owner's Policy"). The Policy of Title Insurance shall include a survey endorsement, a mineral endorsement and a tax parcel endorsement, a comprehensive endorsement and such other endorsements as Purchaser may request (provided such requested endorsements are available in North Dakota) and it shall be Seller's obligation to use its best efforts, at no cost to Seller, to meet all of the requirements reasonably imposed by the Title Company or otherwise in respect of any portion of the Real Estate (a “Title Policy”), and it shall not be a requirement of or condition to the Closing that Buyer obtain or be able to obtain any Title Policy or that Buyer have or be able to have the survey exception in any Title Policy modified in any manner or that any other special endorsements be made to any Title Policy, including any endorsement regarding restrictive covenants. All costs of any Title Policies obtained by Buyer shall be borne by Buyer. Any provision of this Agreement to the contrary notwithstanding, at Closing Seller shall quitclaim all of Seller’s right, title and interest in and to the Gathering System without any representations or warranties, express or impliedissue such endorsements. Seller shall use its commercially reasonable efforts to deliverbe responsible for payment of all costs associated with the title search, or cause to be deliveredtitle exam, to any applicable Title Company such surveys, certificates, acknowledgements or other documents as and issuance of the Commitment. Purchaser shall be reasonably required by such Title Company responsible for the costs of the issuance of the Owner's Policy and, except as otherwise provided in order for such Title Company Section 4.C below, the costs of all endorsements to issue Title Policies free of any and all Liens (other than Permitted Encumbrances) and issue customary title endorsementsthe Owner's Policy.

Title Commitment. No later than twenty (20a) Business Days following the execution of this Agreement, Seller shall, at its own cost and expense, provide Buyer with (i) Purchaser has obtained a recent survey of the Real Estate owned by Seller or any of the Companies or any of the Operating Subsidiaries (the “Surveys”), (ii) a recent title policy commitment in favor of the applicable company issued by a nationally recognized title insurance company reasonably acceptable to Buyer and Seller (the “Title Company”) covering the Real Estate owned by Seller or any of the Companies or any of the Operating Subsidiaries Property (the “Title Commitment”) from the title insurance company identified in Line 7 of the Summary Statement written on behalf of First American Title Insurance Company (the “Title Company”). (b) Purchaser and (iii) copies of all documents referenced as Seller agree that the following are permitted exceptions to title in (the Title Commitment“Permitted Exceptions”): the matters set forth on the Schedule of Permitted Exceptions attached hereto as Schedule 5 and by this reference made part hereof. (c) For purposes of this Agreement, all title exceptions that are not Permitted Exceptions are “Unpermitted Exceptions.” Purchaser hereby objects to all Unpermitted Exceptions. Seller shall have the right but not the obligation to extend the Closing Date for a period of up to fifteen (15) days (the expiration of such fifteen (15) day period, the “Title Clearance Date”) in order to have all title exceptions other than Permitted Exceptions (collectively, the “Unpermitted Exceptions”) cured and removed from title to the Real Property, subject to Seller’s mandatory cure obligations set forth below. If Seller fails on or before the Title Clearance Date to demonstrate to Purchaser’s sole satisfaction that the Unpermitted Exceptions have been cured and removed from title to the Real Property (or will be cured and removed from title concurrently with the Closing), Purchaser shall have the option in its sole and absolute discretion to either (i) terminate this Agreement, in which case the parties hereto shall have no further obligations hereunder (except for obligations that are expressly intended to survive the termination of this Agreement), or (ii) proceed with Closing, in which case, the Purchase Consideration shall be reduced by an amount equal to the aggregate amount of all tax, judgment, mechanics’ and other liens of a definite and ascertainable amount which were caused or permitted by Seller, and which may be cured by payment of a liquidated amount (other than any existing mortgage loan(s) and mezzanine loan(s) (collectively, the “Existing Loans”). Seller shall be obligated in all events to furnish pay in full at or before Closing the outstanding principal and interest of all of Existing Loans. (d) Notwithstanding the foregoing, Seller is obligated to pay at or before Closing and remove of record, all Existing Loans, all mechanics’ liens that are not created by or through the affirmative acts or omissions of Purchaser, all due and payable tax liens, and all such other liens and encumbrances as may be satisfied by the payment of a liquidated amount. Seller shall use, and Seller hereby authorizes and instructs Escrow Agent to disburse, the cash portion of the Purchase Price to effectuate the termination, re-conveyance and release of all liens and other encumbrances required to be paid and released by Seller in accordance with the provisions of this Section 5. (e) Purchaser may request, at Purchaser’s expense, an ALTA as built survey (“Survey”) of the Property. On or before earlier of: (i) that date that is twenty (20) days after the receipt by Purchaser of the Survey (the “Survey Objection Date”) or the date that is twenty (20) days prior to the Scheduled Closing Date, Purchaser will notify Seller in writing (the “Survey Exception Notice”) as to those matters reflected in the Survey which it will not accept. If Purchaser fails to provide Seller the Survey Objection Notice on or before the Survey Objection Date, the matters reflected in the Survey shall be deemed to be Permitted Exceptions and Purchaser shall be deemed to have waived its right to object to such exceptions. If Purchaser delivers a Survey Exception Notice, Seller shall have until three (3) days after its receipt of the Survey Exception Notice (“Seller’s Response Date”), within which to notify Purchaser in writing of its intention to attempt to remove or otherwise cure prior to the Closing the disapproved matters reflected on the Survey (“Disapproved Survey Exceptions”). If for any policy reason, by the Seller’s Response Date, Seller does not provide Purchaser with such notice, Seller shall be deemed to have elected to not remove or otherwise cure such Disapproved Survey Exceptions. Upon written notice to Purchaser, Seller’s shall have the right but not the obligation to extend the Closing Date for a period of title insurance issued up to fifteen (15) days (the expiration of such fifteen (15) day period, the “Survey Clearance Date”) in order to cure all Unpermitted Survey Exceptions, or if requested by Purchaser in its sole and absolute discretion, to have the Title Company or otherwise in respect of any portion of the Real Estate commit to insure Purchaser and Purchaser’s lender (a “Title Policy”if any), and it shall not be a requirement of or condition to the Closing that Buyer obtain or be able to obtain any Title Policy or that Buyer have or be able to have the survey exception in any Title Policy modified in any manner or that any other special endorsements be made to any Title Policy, including any endorsement regarding restrictive covenants. All costs of any Title Policies obtained by Buyer shall be borne by Buyer. Any provision of this Agreement to the contrary notwithstanding, at Closing Seller shall quitclaim all of Seller’s rightexpense, title and interest in and to the Gathering System without any representations or warranties, express or implied. Seller shall use its commercially reasonable efforts to deliver, or cause to be delivered, to any applicable Title Company such surveys, certificates, acknowledgements or other documents as shall be reasonably required by such Title Company in order for such Title Company to issue Title Policies free of against any and all Liens loss or damage that may be occasioned by any such Unpermitted Survey Exceptions. If Seller fails on or before the Survey Clearance Date to demonstrate to Purchaser’s sole satisfaction that the Unpermitted Survey Exceptions have been cured, Purchaser shall have the option in its sole and absolute discretion to either accept the Survey without curing the Unpermitted Survey Exceptions or to terminate this Agreement by written notice to Seller and Escrow Agent, in which case the parties hereto shall have no further obligations hereunder (other than Permitted Encumbrancesexcept for obligation that are expressly intended to survive termination of this Agreement). (f) Seller shall execute and issue customary deliver the title endorsementsaffidavit pursuant to Section 9(a)(iv), remove Unpermitted Exceptions and Unpermitted Survey Exceptions pursuant to this Section 5 above, and cooperate with Purchaser to obtain the Title Policy in form and substance reasonably satisfactory to Purchaser.

Title Commitment. No later than Seller shall furnish to Purchaser, within twenty (20) Business Days following days from the execution beginning of this Agreementthe Inspection Period, a current Title Commitment ("Title Commitment") from the Escrow Agent. Purchaser shall have twenty (20) days from the date of receipt of such Title Commitment to state any objections to title. Exceptions shown on the Title Commitment not objected to by Purchaser by delivery of written notification to Seller within twenty (20) days from the receipt of the Title Commitment, shall be deemed to be acceptable to Purchaser as if specified herein. The foregoing accepted exceptions are collectively referred to herein as the "Permitted Exceptions". Upon receipt of written notice of Purchaser's objections, Seller shallshall have a reasonable time, at its own cost not to exceed thirty (30) days from the date of receipt of such written notice, in which to remedy or remove such exception(s) objected to by Purchaser. If Seller is unable or unwilling to remove or remedy any survey matter or title exceptions objected to by Purchaser within thirty (30) days from the date of written notice of such Purchaser's objections, then each of Purchaser and expenseSeller shall have the right to terminate this Contract, provide Buyer unless Purchaser elects to waive any such objections and notifies Seller thirty (30) days before the date of closing (hereinafter defined) that (a) such title objections are now Permitted Exceptions and (b) of Purchaser's intentions to close the transaction contemplated herein. If the Contract is canceled in accordance with (i) this provision, the Purchaser shall be entitled to a recent survey refund of the Real Estate owned ▇▇▇▇▇▇▇ Money and neither Seller nor Purchaser shall have any other liability to the other. The Seller shall convey the Property to the Purchaser at closing subject only to the Permitted Exceptions. It is specifically understood, however, that no deed of trust lien, mortgage, security interest, mechanic's and materialman's lien, or other lien or security interest securing the payment of money, as may be shown on Schedule C of the Title Commitment, shall be deemed a "Permitted Exception" whether or not objected to by Purchaser; and Seller agrees to cause to be released of record at closing all such monetary liens. Seller further warrants that the Property is presently occupied solely by Seller or any an affiliate of the Companies or any of the Operating Subsidiaries (the “Surveys”), (ii) a recent title policy commitment in favor of the applicable company issued by a nationally recognized title insurance company reasonably acceptable to Buyer and Seller (the “Title Company”) covering the Real Estate owned by Seller or any of the Companies or any of the Operating Subsidiaries (the “Title Commitment”) and (iii) copies of all documents referenced as exceptions to title in the Title Commitment. Seller shall not be obligated to furnish any policy of title insurance issued by the Title Company or otherwise in respect of any portion of the Real Estate (a “Title Policy”)Seller, and it shall not that at closing there will be a requirement of or condition to the Closing that Buyer obtain or be able to obtain any Title Policy or that Buyer have or be able to have the survey exception in any Title Policy modified in any manner or that any other special endorsements be made to any Title Policy, including any endorsement regarding restrictive covenants. All costs of any Title Policies obtained by Buyer shall be borne by Buyer. Any provision of this Agreement to the contrary notwithstanding, at Closing Seller shall quitclaim all of Seller’s right, title and interest in and to the Gathering System without any representations or warranties, express or implied. Seller shall use its commercially reasonable efforts to deliverno tenants-in-possession, or cause to be deliveredparties-in-possession, to any applicable Title Company such surveys, certificates, acknowledgements or other documents as shall be reasonably required by such Title Company in order for such Title Company to issue Title Policies free of any and all Liens (other than Permitted Encumbrances) and issue customary title endorsementsSeller as herein permitted.

Title Commitment. No later than twenty (20a) Business Days following Purchaser has requested the execution of this Agreement, Title Company to furnish to Purchaser and Seller shall, at its own cost and expense, provide Buyer with (i) a recent survey of the Real Estate owned by Seller or any of the Companies or any of the Operating Subsidiaries preliminary report (the “Surveys”), (ii) a recent title policy commitment in favor of the applicable company issued by a nationally recognized title insurance company reasonably acceptable to Buyer and Seller (the “Title Company”) covering the Real Estate owned by Seller or any of the Companies or any of the Operating Subsidiaries (the “Title Commitment”) and (iii) for an owner’s policy of title insurance in ALTA form, together with legible copies of all documents referenced as exceptions therein (the “Title Documents”). (b) Purchaser shall have until 3:00 p.m. Pacific Standard Time on the date ten (10) days after the Effective Date to title object in writing to any exceptions or matters shown on or disclosed by the Commitment, the Title Documents or the Survey (individually, a “Title Objection” and collectively, the “Title Objections”). Unless Purchaser shall timely object to any exceptions or matters shown on or disclosed by the Commitment, the Title Documents, or the Survey, all such exceptions and matters shall be deemed to constitute additional Permitted Exceptions. Seller may elect (but, subject to Section 6.2(c), shall not be obligated obligated) to furnish any policy of title insurance issued by the Title Company or otherwise in respect of any portion of the Real Estate (a “Title Policy”), and it shall not be a requirement of or condition to the Closing that Buyer obtain or be able to obtain any Title Policy or that Buyer have or be able to have the survey exception in any Title Policy modified in any manner or that any other special endorsements be made to any Title Policy, including any endorsement regarding restrictive covenants. All costs of any Title Policies obtained by Buyer shall be borne by Buyer. Any provision of this Agreement to the contrary notwithstanding, at Closing Seller shall quitclaim all of Seller’s right, title and interest in and to the Gathering System without any representations or warranties, express or implied. Seller shall use its commercially reasonable efforts to deliver, remove or cause to be deliveredremoved, or insured over, at Seller’s expense, any Title Objections, and shall be entitled to a reasonable adjournment of the Closing (not to exceed thirty (30) days) for the purpose of such removal, which removal shall be deemed effected by the issuance of title insurance, in form and substance acceptable to Purchaser, eliminating or insuring against the effect of the Title Objections. Seller shall notify Purchaser in writing within five (5) Business Days after receipt of Purchaser’s notice of Title Objections whether Seller elects to remove or attempt to obtain title insurance endorsing over the same. If Seller fails to provide such notice, Seller shall be deemed to have elected not to cure such Title Objections. If Seller elects not to remove or endorse over one or more Title Objections, Purchaser may terminate this Agreement as provided in Section 5.5. If Seller elects to remove or attempt to obtain title insurance endorsing over the Title Objections and Seller does not remove or endorse over any applicable Title Objections in a manner reasonably acceptable to Purchaser prior to the Closing, then, Purchaser may either (i) terminate this Agreement by giving written notice of such termination to Seller and the Title Company, in which event the Title Company shall return the ▇▇▇▇▇▇▇ Money Deposit (and any interest accrued thereon) to Purchaser, Purchaser shall promptly return the Purchaser’s Information to Seller in accordance with Section 5.3(c), the parties shall equally share the Cancellation Charges) and thereafter the parties shall have no further rights or obligations hereunder except for the Termination Surviving Obligations; or (ii) waive such surveysTitle Objections, certificates, acknowledgements or other documents as in which event such Title Objections shall be reasonably required by deemed additional Permitted Exceptions and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price. Purchaser shall be deemed to have elected to waive such Title Company Objections pursuant to clause (ii) of the preceding sentence in order for the event Purchaser has not terminated this Agreement pursuant to clause (i) of the preceding sentence within two (2) business days after Purchaser receives notice that such Title Objections will not be cured to Purchaser’s reasonable satisfaction. (c) Notwithstanding any provision of this Section 6.2 to the contrary, Seller will be obligated to cure exceptions to title to the Property relating to (i) liens and security interests securing loans obtained by Seller, (ii) any other monetary liens or security interests not created by Purchaser, (iii) all taxes and assessments due and payable for any period prior to the Closing, and (iv) all exceptions or matters created by Seller after the effective date of this Agreement without the prior written consent of Purchaser (which consent may be withheld in Purchaser’s sole and absolute discretion). If, prior to the Closing, Seller does not remove any of the foregoing exceptions, then Purchaser may (x) terminate this Agreement by delivering written notice of such termination to Seller and the Title Company, in which event the Title Company shall return the ▇▇▇▇▇▇▇ Money Deposit (and any interest accrued thereon) to issue Title Policies free Purchaser, Purchaser shall return the Purchaser’s Information to Seller in accordance with Section 5.3(c), the parties shall equally share the Cancellation Charges and thereafter the parties shall have no further rights or obligations hereunder except for the Termination Surviving Obligations; (y) waive Seller’s performance hereunder, in which event such exceptions shall be deemed additional Permitted Exceptions and the Closing shall occur as herein provided, without any reduction of any and all Liens or credit against the Purchase Price except that if the exception not removed is a lien described in this subsection (other than Permitted Encumbrancesc)(i), (ii), or (iii), Purchaser shall be entitled to a credit against the Purchase Price in the amount of such lien, or (z) and issue customary title endorsementsseek specific performance of this Agreement.

Title Commitment. No later than twenty 3.5.1 Purchaser has received from Title Company, a Commitment for Title Insurance dated January 21, 2010 (20) Business Days following the execution “Existing Title Commitment”), setting forth the status of this Agreement, Seller shalltitle to the Land and all exceptions which would appear in an Owner’s Policy of Title Insurance. Purchaser may, at its own sole cost and expense, provide Buyer with (i) a recent survey of order an update to the Real Estate owned by Seller or any of the Companies or any of the Operating Subsidiaries (the “Surveys”), (ii) a recent title policy commitment in favor of the applicable company issued by a nationally recognized title insurance company reasonably acceptable to Buyer and Seller (the “Existing Title Company”) covering the Real Estate owned by Seller or any of the Companies or any of the Operating Subsidiaries Commitment (the “Title Commitment”) specifying the Purchaser as the named insured and (iii) copies showing the Purchase Price as the policy amount. Purchaser shall, on or before the end of all documents referenced as exceptions the Due Diligence Period, deliver to title Seller, in writing any objections to matters shown in the Title Commitment. Purchaser’s failure to timely object to any such matters shall be deemed to constitute Purchaser’s approval of same, and such shall then become Permitted Exceptions. If Purchaser timely objects to any item set forth in the Title Commitment, then Seller shall not be obligated to furnish any policy of title insurance issued by the Title Company or otherwise in respect of any portion of the Real Estate (a “Title Policy”), and it shall not be a requirement of or condition to the Closing that Buyer obtain or be able to obtain any Title Policy or that Buyer have or be able to have the survey exception in any Title Policy modified in any manner or that any other special endorsements be made to any Title Policy, including any endorsement regarding restrictive covenants. All costs of any Title Policies obtained by Buyer shall be borne by Buyer. Any provision of this Agreement to the contrary notwithstanding, at Closing Seller shall quitclaim all of Seller’s right, title and interest in and but not the obligation, to the Gathering System without any representations or warranties, express or implied. Seller shall use its commercially reasonable efforts attempt to deliver, cure or cause to be deliveredcured before Closing such disapproved item. Seller shall have until 5:00 p.m. on the Cure Date to agree in writing to cure before Closing such disapproved item. If Seller elects not to cure, or fails to timely respond to Purchaser’s objections, Seller shall be deemed to have elected not to cure, in which event Purchaser shall, on or before the expiration of the Due Diligence Period, either (i) terminate this Agreement by delivering to Seller and Title Company a written notice of termination, whereupon Title Company shall release and return the Deposit to Purchaser, or (ii) waive in writing its objection to the disapproved items, which shall then become Permitted Exceptions. Purchaser’s failure to timely deliver to Seller and Title Company a written notice of termination or waiver of its objection to the disapproved items shall be deemed to constitute Purchaser’s waiver of its objection to said items and such items shall become Permitted Exceptions. 3.5.2 Purchaser shall have one (1) business day after receipt of any updates to the Title Commitment (including receipt of any documents referenced in such update) to object to any applicable material matters disclosed therein which were not disclosed in the original Title Company Commitment, and the procedure for objecting to such surveys, certificates, acknowledgements or other documents as matters shall be reasonably required by such Title Company as set forth in order for such Title Company to issue Title Policies free of any and all Liens (other than Permitted Encumbrances) and issue customary title endorsementsSection 3.5.1 above.

Title Commitment. No later than twenty Buyer acknowledges that Seller, at its sole cost and expense, has delivered to Buyer (20and Buyer has otherwise received for the Intermarket Property) Business Days a commitment for an ALTA Standard Coverage Owner’s Policy of Title Insurance for each of the Properties (excepting the Phase II Property) in the full amount of the respective purchase prices (collectively, the “Title Commitment”). The Title Commitment shall show all matters affecting title to the Properties including all exceptions, easements, restrictions, rights- of-way, covenants, reservations and other conditions or encumbrances affecting the Properties and shall provide legible copies of all recorded documents constituting such exceptions. Prior to expiration of the Due Diligence Period (as defined below), Buyer shall provide written notice to Seller of any matter contained in the Title Commitment to which Buyer objects. Seller acknowledges that ▇▇▇▇▇ has provided such written objections to the Title Commitment for all Properties (but for the Intermarket Property, which Buyer shall submit to Seller within five (5) days of execution of this Agreement). Within fifteen (15) days following the execution of this Agreement, Seller, in its sole discretion, shall (a) use its good faith efforts to remove or cure any such matter, or (b) notify Buyer that it cannot or will not remove such matter. In the event Seller shallcannot or will not remove any such matter, at its own cost Buyer may elect to either waive such matter or terminate this Agreement (in which case the ▇▇▇▇▇▇▇ Money and expense, provide Buyer with (i) a recent survey of the Real Estate owned by Seller or any of the Companies or any of the Operating Subsidiaries (the “Surveys”interest accrued thereon will be returned to Buyer), (ii) a recent title policy commitment in favor of the applicable company issued by a nationally recognized title insurance company reasonably acceptable to Buyer and Seller (the “Title Company”) covering the Real Estate owned by Seller or any of the Companies or any of the Operating Subsidiaries (the “Title Commitment”) and (iii) copies of all documents referenced as exceptions to title . Any matters contained in the Title Commitment. Seller shall Commitment to which ▇▇▇▇▇ does not be obligated to furnish any policy of title insurance issued by the Title Company timely object or otherwise in respect of any portion of the Real Estate (a “Title Policy”), and it shall not be a requirement of or condition to the Closing that Buyer obtain or be able to obtain any Title Policy or that Buyer which have or be able to have the survey exception in any Title Policy modified in any manner or that any other special endorsements be made to any Title Policy, including any endorsement regarding restrictive covenants. All costs of any Title Policies obtained been waived by Buyer shall be borne by Buyer. Any provision of this Agreement to the contrary notwithstanding, at Closing Seller shall quitclaim all of Seller’s right, title and interest in and to the Gathering System without any representations or warranties, express or implied. Seller shall use its commercially reasonable efforts to deliver, or cause to be delivered, to any applicable Title Company such surveys, certificates, acknowledgements or other documents as shall be reasonably required by such Title Company in order for such Title Company to issue Title Policies free of any and all Liens (other than deemed “Permitted Encumbrances) and issue customary title endorsementsExceptions”.

Title Commitment. No later than twenty (20a) Business Days following Within thirty (30) days after the execution of this AgreementEffective Date, Seller shallPurchaser will obtain, at its own cost and expense, provide Buyer with Purchaser’s expense (i) a recent survey of the Real Estate owned by Seller or any of the Companies or any of the Operating Subsidiaries (the “Surveys”which expense shall be commercially reasonable), a preliminary title commitment (iiand complete legible copies of all documents or items referenced therein as exceptions) a recent title policy commitment in favor of the applicable company issued by a nationally recognized title an insurance company reasonably acceptable licensed in Georgia and South Carolina (with respect to Buyer and Seller the Greenville Land) (referred to herein as the “Title Company”) covering the Real Estate owned by Seller or any ), in respect of the Companies or any of the Operating Subsidiaries Property (collectively, the “Title Commitment”) ). Purchaser shall, on or before the expiration of the Contingency Period (the “Objection Period”), object in writing to any matters shown in the Title Commitment to which it wishes to object. Purchaser’s failure to timely object to any such matters shall be deemed to constitute Purchaser’s approval of same, and (iii) copies of all documents referenced as exceptions such shall then become Permitted Exceptions. If Purchaser timely objects to title any item set forth in the Title Commitment, then Seller shall take reasonable good faith efforts to cure such objections, or agree and acknowledge in writing that such objections will be cured prior to or upon Closing. Seller shall have until 5:00 p.m. (Eastern Time) on the date which is five (5) days after the expiration of the Objection Period (the “Cure Date”) to cure such objections or agree and acknowledge in writing that such objections will be cured prior to or upon Closing. If Seller timely cures or commits in writing to cure such objections, then the Title Commitment shall be deemed approved, and all other exceptions therein shall then become Permitted Exceptions. If Seller does not timely cure such objections prior to the Cure Date, then Purchaser shall, on or before the expiration of the Contingency Period, either (i) terminate this Agreement by delivering to Seller a written notice of termination, whereupon Escrow Agent shall disburse the ▇▇▇▇▇▇▇ Money to Purchaser, the Agreement will terminate and each party shall continue to be obligated under the Surviving Obligations, or (ii) waive its objection to furnish the disapproved items that Seller has not cured or committed to cure, which shall then become Permitted Exceptions. Purchaser’s failure to timely deposit with Seller and Escrow Agent a written notice of termination shall be deemed to constitute Purchaser’s waiver of its objection to said items and such items shall become Permitted Exceptions. (b) Purchaser shall have five (5) business days after receipt of any policy of title insurance issued by updates to the Title Company or otherwise in respect Commitment (including receipt of any portion of documents referenced in such update) to object to any matters disclosed therein which were not disclosed in the Real Estate (a “original Title Policy”)Commitment, and it shall not be a requirement of or condition the procedure for objecting to the Closing that Buyer obtain or be able such matters and Purchaser’s right to obtain any Title Policy or that Buyer have or be able to have the survey exception in any Title Policy modified in any manner or that any other special endorsements be made to any Title Policyterminate this Agreement, including any endorsement regarding restrictive covenants. All costs of any Title Policies obtained by Buyer if applicable, shall be borne by Buyer. Any provision of as set forth in Section 4.1(a) above except that the “Objection Period” shall mean the five (5) business day period referred to in this Agreement to the contrary notwithstanding, at Closing Seller shall quitclaim all of Seller’s right, title and interest in and to the Gathering System without any representations or warranties, express or implied. Seller shall use its commercially reasonable efforts to deliver, or cause to be delivered, to any applicable Title Company such surveys, certificates, acknowledgements or other documents as shall be reasonably required by such Title Company in order for such Title Company to issue Title Policies free of any and all Liens clause (other than Permitted Encumbrances) and issue customary title endorsementsb).

Title Commitment. No later than twenty Within ten (2010) Business Days following days after the execution of this AgreementContract Date, Seller shall, at its own cost and expenseSeller’s sole cost, provide Buyer with (i) deliver to Purchaser a recent survey of the Real Estate owned by Seller or any of the Companies or any of the Operating Subsidiaries (the “Surveys”), (ii) a recent title policy commitment in favor of the applicable company issued by a nationally recognized title insurance company reasonably acceptable to Buyer and Seller (the “Title Company”) covering the Real Estate owned by Seller or any of the Companies or any of the Operating Subsidiaries (the “Title Commitment”) and issued by First American Title Insurance Company, ▇▇ ▇. ▇▇▇▇▇▇▇, Suite 310, Chicago, Illinois, 60603 Attn: ▇▇▇▇ ▇▇▇▇▇▇ (iii) the “Title Company”), for an owner’s title insurance policy with respect to the Land, in the full amount of the Purchase Price, together with copies of all recorded documents referenced as evidencing title exceptions to title raised in the “Schedule B” of such Title Commitment. Seller The date on which Purchaser has received the Title Commitment is referred to as the “Commitment Delivery Date.” During the Inspection Period, Purchaser shall not be obligated to furnish any policy of negotiate an ALTA extended coverage proforma title insurance issued policy (including such endorsements as may be required by the Purchaser) with Title Company or otherwise in respect of any portion of (the Real Estate (a “Title Policy”). It shall be a condition precedent to Purchaser’s obligation to proceed to Closing that, at Closing, the Title Company shall issue the Title Policy (or have given Purchaser at Closing an irrevocable and unconditional commitment in form reasonably satisfactory to Purchaser to issue such Title Policy after Closing) insuring, in the full amount of the Purchase Price, Purchaser as the fee simple owner of the Land and the Improvements, subject only to the Permitted Exceptions. If the foregoing condition precedent fails for any reason other than the actions or omissions of Purchaser, Purchaser may elect to either (i) proceed to Closing and waive the failure of such condition or (ii) terminate this Agreement by delivery of written notice to Seller on or prior to Closing, in which event (i) the Deposit shall be returned to Purchaser, and it (ii) neither party shall not be have any further liabilities or obligations hereunder except for those liabilities and obligations that expressly survive a requirement of or condition to the Closing that Buyer obtain or be able to obtain any Title Policy or that Buyer have or be able to have the survey exception in any Title Policy modified in any manner or that any other special endorsements be made to any Title Policy, including any endorsement regarding restrictive covenants. All costs of any Title Policies obtained by Buyer shall be borne by Buyer. Any provision termination of this Agreement to the contrary notwithstanding, at Closing Seller shall quitclaim all of Seller’s right, title and interest in and to the Gathering System without any representations or warranties, express or implied. Seller shall use its commercially reasonable efforts to deliver, or cause to be delivered, to any applicable Title Company such surveys, certificates, acknowledgements or other documents as shall be reasonably required by such Title Company in order for such Title Company to issue Title Policies free of any and all Liens (other than Permitted Encumbrances) and issue customary title endorsementsAgreement.

Title Commitment. No Buyer may obtain a current preliminary title report dated no later than twenty 10 days after the Effective Date from Corinthian Title Company (20) Business Days following the execution of this Agreement, Seller shall, at its own cost and expense, provide Buyer with (i) a recent survey of the Real Estate owned by Seller or any of the Companies or any of the Operating Subsidiaries (the “Surveys”), (ii) a recent title policy commitment in favor of the applicable company issued by a nationally recognized title insurance company reasonably acceptable to Buyer and Seller (the “Title Company”) covering title to the Real Estate owned by Seller or any of the Companies or any of the Operating Subsidiaries (the “Title Commitment”) Property, together with full and (iii) legible copies of all supporting documents referenced as exceptions to title in the Title Commitment. Seller shall not be obligated to furnish any policy and promptly upon receipt of title insurance issued same by the Title Company or otherwise in respect shall provide Seller with a copy of the title report and supporting documents. During the Due Diligence Period, Buyer shall have the right to disapprove of any portion exceptions to title to the Property and to provide Seller with notice thereof in writing. Within three (3) business days of ▇▇▇▇▇'s notice to Seller disapproving exceptions to title pursuant hereto, Seller shall notify Buyer whether Seller intends to remove or insure over such disapproved exceptions prior to Closing. Failure to respond to such notice shall be deemed to be Seller’s election not to cure or modify any title item as set forth in Buyer’s title notice. If Seller notifies Buyer that it intends to so eliminate or insure over such disapproved exceptions, Seller shall do so on or before the Real Estate Closing Date. If Seller indicates to Buyer in writing within the time allowed that it does not intend to remove or insure over one or more of such disapproved exceptions, Buyer shall have the right to terminate this Agreement by notifying Seller within five (5) days of such notice from Seller. If Buyer fails to notify Seller that it elects to terminate this Agreement within said five (5) day period, Buyer shall be deemed to accept the Property subject to such disapproved exceptions not to be removed or insured over by Seller (all exceptions to title to the Property not removed by Seller shall constitute the "Permitted Exceptions." The Title Company shall issue a “standard ALTA owner’s policy at the Closing insuring fee title in Buyer subject only to the Permitted Exceptions, standard preprinted conditions and stipulations, general exceptions and exclusions from coverage contained in the standard ALTA owner's policy (the "Title Policy”"), and it shall not be a requirement of or condition to the Closing that Buyer obtain or be able to obtain any . Title Policy or that premiums shall be paid by Buyer have or as well as any costs, fees and premiums for all additional coverages and endorsements desired by Buyer. The Title Commitment shall be able conclusive evidence of good title as therein shown as to have all matters insured by the survey exception in any Title Policy modified in any manner or that any other special endorsements be made to any Title Policy, including any endorsement regarding restrictive covenantssubject only to the exceptions as therein stated. All costs of any Title Policies obtained by Buyer Notwithstanding the foregoing, all Monetary Liens (as defined in Section 6(g) herein) shall be borne deemed disapproved by Buyer. Any provision of this Agreement Seller pursuant to the contrary notwithstanding, at Closing Seller shall quitclaim all of Seller’s right, title and interest in and to the Gathering System without any representations or warranties, express or implied. Seller shall use its commercially reasonable efforts to deliver, or cause to be delivered, to any applicable Title Company such surveys, certificates, acknowledgements or other documents as shall be reasonably required by such Title Company in order for such Title Company to issue Title Policies free of any and all Liens (other than Permitted EncumbrancesSection 6(g) and issue customary title endorsementsbelow.

Title Commitment. No later than twenty Tenant, at Tenant’s expense and within sixty (2060) Business Days days following the execution of this AgreementEffective Date, Seller shall, at its own cost and expense, provide Buyer with (i) a recent survey of the Real Estate owned by Seller or any of the Companies or any of the Operating Subsidiaries may obtain an ALTA leasehold title commitment (the “SurveysCommitment”), (ii) a recent title policy commitment in favor of covering the applicable company Leased Premises and issued by a nationally recognized title insurance company reasonably acceptable to Buyer and Seller selected by ▇▇▇▇▇▇ (the “Title Company”) covering ), together with copies of all instruments, if any, referred to in the Real Estate owned by Seller or any of the Companies or any of the Operating Subsidiaries Commitment as exceptions to title. Tenant shall have a period (the “Title CommitmentReview Period”) ending on the date twenty (20) days after receipt of the latter of the Survey and (iii) copies of all documents referenced as the Commitment to review and approve the Commitment and Survey. If any exceptions to title appear in the Title Commitment. Seller shall not be obligated to furnish Commitment or any policy of title insurance issued matters are disclosed by the Survey which are objectionable to Tenant, Tenant shall, within the Title Company Review Period, notify Landlord, in writing, of such fact. If Tenant does not object to the matters disclosed by the Commitment or otherwise the Survey within the Title Review Period, Tenant shall be deemed to have approved the matters disclosed by the Commitment and the Survey and such matters shall be included in respect the term “Permitted Exceptions” as used herein (which term shall also include all other title and survey matters expressly permitted by the provisions of this Lease). In the event Tenant objects to matters disclosed by the Commitment or the Survey within the Title Review Period, then: (a) Landlord shall, without the obligation to expend funds, cooperate with Tenant as reasonably necessary to cure such objections to the satisfaction of Tenant as expeditiously as possible but in any portion event prior to the end of the Real Estate Feasibility Period; or (b) In the event Landlord fails to clear the title of the matters to which Tenant objects within the allotted time, Tenant may, in its sole discretion, elect to (x) terminate this Lease by delivery of written notice thereof to Landlord, in which case this Lease shall be of no further force and effect, or (y) clear the title of the defects and objections so specified, or (z) waive such objection. (c) Notwithstanding the foregoing, in the event Tenant objects to a “Title Policy”title or Survey matter, Landlord may, by notice given within twenty (20) days after such objection, refuse to cure such objection, and shall have no liability to Tenant relating to the same. In that event, Tenant shall, in its sole discretion, elect options (x), and it shall not be a requirement of or condition to the Closing that Buyer obtain or be able to obtain any Title Policy or that Buyer have or be able to have the survey exception in any Title Policy modified in any manner or that any other special endorsements be made to any Title Policy, including any endorsement regarding restrictive covenants. All costs of any Title Policies obtained by Buyer shall be borne by Buyer. Any provision of this Agreement to the contrary notwithstanding, at Closing Seller shall quitclaim all of Seller’s right, title and interest in and to the Gathering System without any representations or warranties, express or implied. Seller shall use its commercially reasonable efforts to deliver(y), or cause to be delivered, to any applicable Title Company such surveys, certificates, acknowledgements or other documents (z) as shall be reasonably required by such Title Company set forth in order for such Title Company to issue Title Policies free of any and all Liens (other than Permitted Encumbrances) and issue customary title endorsementsthe immediately preceding subparagraph.

Title Commitment. No later than twenty (20) Business Days following the execution of this Agreement, Seller shallSeller, at its own cost and Seller’s sole expense, provide Buyer with (i) shall obtain a recent survey of the Real Estate owned by Seller or any of the Companies or any of the Operating Subsidiaries (the “Surveys”), (ii) a recent title policy commitment in favor of the applicable company issued by a nationally recognized title insurance company reasonably acceptable to Buyer and Seller (the “Title Company”) covering the Real Estate owned by Seller or any of the Companies or any of the Operating Subsidiaries (the “Title Commitment”) and (iii) copies of all documents referenced as exceptions to title in the Title Commitment. Seller shall not be obligated to furnish any policy of for title insurance issued by the Kenzley Title Company or otherwise in respect of any portion of (the “Title Company”), showing merchantable title to the Real Estate (a “Title Policy”)in Seller, and it shall not be a requirement of or condition to committing the Closing that Buyer obtain or be able to obtain any Title Policy or that Buyer have or be able to have the survey exception in any Title Policy modified in any manner or that any other special endorsements be made to any Title Policy, including any endorsement regarding restrictive covenants. All costs of any Title Policies obtained by Buyer shall be borne by Buyer. Any provision of this Agreement to the contrary notwithstanding, at Closing Seller shall quitclaim all of Seller’s right, title and interest in and to the Gathering System without any representations or warranties, express or implied. Seller shall use its commercially reasonable efforts to deliver, or cause to be delivered, to any applicable Title Company such surveys, certificates, acknowledgements or other documents as shall be reasonably required by such Title Company in order for such Title Company to issue an ALTA Owner's Policy of Title Policies free Insurance with extended coverage over the standard or general exceptions to title (the “Owner’s Policy of Title Insurance”) for the amount of the Purchase Price or such other amount as Purchaser and the Title Company may agree. Buyer shall, at Buyer’s expense, procure an ALTA survey and cause the same to be certified to the Title Company. Seller shall provide the Title Commitment to Purchaser or Purchaser’s attorney within twenty (20) days of the execution of this Agreement. Within ten (10) days after receiving the Title Commitment, Purchaser shall provide Seller with written notice of any objections to the form and/or contents of the Title Commitment (the “Objection Notice”). If Purchaser does not provide Seller with the Objection Notice in a timely manner, the Title Commitment shall be deemed accepted by Purchaser. Further, matters not objected to by Purchaser in the Objection Notice with respect to the Title Commitment shall be deemed acceptable to Purchaser and shall be a Permissible Exception. Notwithstanding the foregoing, Seller shall be obligated to discharge and satisfy, at or prior to Closing and without the need for such items to be included in any Objection Notice, any liens, mortgages, mechanic or materialmen liens, judgment liens or any other liens evidencing monetary encumbrances against the Real Estate, which (i) are judgment, income tax, mechanic’s or materialmen’s liens held by persons claiming through or under Seller, (ii) are liens for delinquent real estate taxes, or (iii) were voluntarily granted by Seller as security for indebtedness, including, deeds of trust, mortgages or any other instrument securing debt of Seller or its affiliates identified in the Title Commitment (collectively, the “Seller’s Monetary Encumbrances”). If Purchaser provides Seller with the Objection Notice in a timely manner, the following procedure shall be utilized: i. Seller, in its discretion, may elect, by providing Purchaser written notice within ten (10) days from receipt of Purchaser’s Objection Notice, to either (a) decline to cure such objections, or (b) utilize good faith efforts to cure such objections to the reasonable satisfaction of Purchaser (“Seller’s Election Notice”). ii. If Seller (a) fails to cure such objections to the reasonable satisfaction of Purchaser within ten (10) days after Purchaser’s receipt of Seller’s Election Notice, (b) declines to cure such objections or (c) does not provide Purchaser with Seller’s Election Notice in a timely manner, then Purchaser may elect, as its exclusive remedies, to either (x) terminate this Agreement, in which case all obligations of the parties hereunder shall cease, except as otherwise provided in this Agreement, or (y) accept the Title Commitment and proceed to Closing. Purchaser shall provide Seller written notice of its election on or before the Closing (“Purchaser’s Election Notice”). iii. If Purchaser does not provide Seller with Purchaser’s Election Notice in a timely manner, this Agreement shall thereafter be considered terminated and all Liens (other than Permitted Encumbrances) and issue customary title endorsementsobligations of the parties hereunder shall cease, except as otherwise provided in this Agreement.

Title Commitment. No (a) Purchaser shall obtain no later than twenty forty-five (2045) Business Days following days after the execution of this Agreement, Seller shall, at its own cost and expense, provide Buyer with Effective Date (i) a recent survey of the Real Estate owned by Seller or any of the Companies or any of the Operating Subsidiaries (the “Surveys”), (ii) a recent title policy commitment in favor of the applicable company issued by a nationally recognized title insurance company reasonably acceptable to Buyer and Seller (the “Title Company”) covering the Real Estate owned by Seller or any of the Companies or any of the Operating Subsidiaries commitment (the “Title Commitment”) provided by Escrow Agent agreeing to issue to Purchaser, upon Closing, an ALTA owner’s title insurance policy (the “Owner’s Title Policy”) in the amount of the Purchase Price, insuring title to the real property in accordance with the provisions of this Agreement, subject only to existing title exceptions and other liens, encumbrances or exceptions that are approved by Purchaser, and those which shall be discharged by Seller at, or before, Closing, (ii) a current ALTA/NSPS survey of the Property (the “Survey”) and (iii) copies UCC, tax lien, bankruptcy and judgment searches for the Seller (collectively, the “Searches”). (b) Purchaser has until the expiration of all documents referenced as exceptions the Due Diligence Period to title object in writing to any issue or condition not acceptable to Purchaser. Purchaser’s failure to object in writing to any such issue or condition prior to the Title Commitmentexpiration of the Due Diligence Period shall be deemed a waiver by Purchaser of its ability to terminate this Agreement pursuant to the Due Diligence Contingency. If any objection is made, Seller may, but has no obligation to, endeavor to correct such issue or condition; provided, that if such issue or condition is a valid monetary tax lien, judgment, or valid mechanic’s lien, such lien or judgment shall be paid by Seller prior to Closing or out of Seller’s proceeds at Closing, at Seller’s discretion, and in either case, no additional cure shall be necessary. Seller shall notify Purchaser of its election to endeavor to correct any such condition within ten (10) Business Days of Seller’s receipt of Purchaser’s written objections. If Seller elects to correct such condition, Seller shall have thirty (30) days in which to exercise its best efforts to attempt to correct such condition (except for monetary liens which can be paid out of Seller’s proceeds at Closing, for which no additional cure shall be necessary) and the Closing Date shall be extended as necessary to permit such correction. If all such issues and conditions cannot be obligated corrected within the thirty (30) day period, despite Seller’s best efforts, or if Seller does not elect to furnish endeavor to correct such issues or conditions, Purchaser may terminate this Agreement or accept such issue or condition and close without any policy reduction in the Purchase Price except for liens or encumbrances of title insurance issued a definite or ascertainable amount which may be paid from the Purchase Price on or before Closing. Any restrictions, liens, encumbrances, easements, rights of way and other matters which are waived or are not objected to by Purchaser in the manner provided in this Section 5.1(b) shall be deemed “Permitted Exceptions”. (c) Purchaser may from time to time update the effective date of the Title Company Commitment or otherwise in respect examination. If such update discloses any unpermitted or unacceptable title exceptions affecting title to the Property which first appeared of any portion record subsequent to the effective date of the Real Estate such previous Title Commitment or examination (a “Title PolicyNew Objections”), then Purchaser shall notify Seller thereof, and it Seller, in Seller’s sole discretion and at Seller’s sole cost and expense, may cure all New Objections. The New Objections shall not be a requirement cured within thirty (30) days from the date of or condition to such notice, and the Closing that Buyer obtain Date shall be extended, if necessary, to permit Seller such thirty (30) day period to cure. If Seller cannot or be able chooses not to obtain any Title Policy or that Buyer have or be able to cure all of the New Objections, then Purchaser shall have the survey exception in any Title Policy modified in any manner or that any other special endorsements be made right and option (a) to any Title Policy, including any endorsement regarding restrictive covenants. All costs of any Title Policies obtained by Buyer shall be borne by Buyer. Any provision of terminate this Agreement by giving written notice of such termination to Seller or (b) to acquire the contrary notwithstanding, at Closing Seller shall quitclaim all of Seller’s right, title and interest in and Property subject to the Gathering System without any representations or warranties, express or implied. Seller shall use its commercially reasonable efforts to deliver, or cause to be delivered, to any applicable Title Company such surveys, certificates, acknowledgements or other documents as shall be reasonably required by such Title Company in order for such Title Company to issue Title Policies free of any and all Liens (other than Permitted Encumbrances) and issue customary title endorsementsNew Objections.

Title Commitment. No later than twenty To the extent not previously obtained by Purchaser, Purchaser shall order (20) Business Days following the execution of this Agreement, Seller shall, at its own cost and expense, provide Buyer with (i) a recent survey of the Real Estate owned by Seller or any of the Companies or any of the Operating Subsidiaries (the “Surveys”), (ii) a recent title policy commitment in favor of the applicable company issued by a nationally recognized title insurance company reasonably acceptable to Buyer and Seller (the “Title Company”) covering the Real Estate owned by Seller or any of the Companies or any of the Operating Subsidiaries (the “Title Commitment”) and (iii) copies of all documents referenced as exceptions to title in the Title Commitment. provided that Seller shall not only be obligated responsible for the costs associated with preliminary title reports) Title Reports sufficient for Purchaser to furnish any policy of title insurance obtain a commitment issued by the Title Company or otherwise providing for the issuance at the Closing to Purchaser of an ALTA Owner’s Policy (Form 6-17-06) to insure the Real Property to be conveyed hereunder, in respect of any portion the amount of the Real Estate Purchase Price, with deletion of all general or standard exceptions, with such other endorsements (a “Endorsements”) as may be reasonably requested by Purchaser and available in the State of Oregon (the “Title PolicyCommitments”), and it together with copies of all documents (“Title Papers”) referred to in the Title Reports. Purchaser shall not be a requirement of notify Seller in writing (“Purchaser’s Title Notice”), if at all, on or condition before to the Closing that Buyer obtain or be able to obtain any Title Policy or that Buyer have or be able to have expiration of the survey exception in any Title Policy modified in any manner or that any other special endorsements be made to any Title PolicyContingency Period, including any endorsement regarding restrictive covenants. All costs of any Title Policies obtained Defects or other objections to any of the Title Reports, Title Commitments, Title Papers or Surveys (the “Title Evidence”). Seller shall have a period of five (5) business days (“Seller’s Notice Period”) following delivery of Purchaser’s Title Notice to Seller to notify Purchaser in writing (“Seller’s Response Notice”) as to which Title Defects Seller shall cause prior to Closing to be cured and removed or insured over by Buyer the Title Company. Purchaser’s Title Notice must be delivered to Seller, if at all, on or before the expiration of the Contingency Period. Any matters which are expressly disclosed by the Title Evidence and are not objected to by Purchaser in Purchaser’s Title Notice shall be borne “Permitted Exceptions.” If Seller does not agree to cure and remove all Title Defects in a manner reasonably satisfactory to Purchaser then Purchaser may elect, by Buyer. Any provision of this Agreement written notice to Seller and Escrowee, within five (5) business days after the contrary notwithstanding, at Closing Seller shall quitclaim all expiration of Seller’s rightNotice Period, title to (A) terminate this Agreement, in which event the Deposit, and interest in if applicable, the Additional Deposit, shall be refunded to Purchaser, this Agreement shall become null and void (except for those provisions that expressly survive the termination of this Agreement) and the parties shall have no further obligations hereunder (except pursuant to those provisions that expressly survive the termination of this Agreement), or (B) proceed to close this transaction without any deduction to the Gathering System without any representations Purchase Price, in which event the Title Defects that Seller does not agree to cure or warranties, express or implied. Seller remove shall use its commercially reasonable efforts to deliver, or cause be deemed to be deliveredadditional Permitted Exceptions. If Purchaser does not notify Seller and Escrowee within five (5) business days after the expiration of Seller’s Notice Period that Purchaser elects to proceed in accordance with subsection (B) above, to any applicable Title Company such surveys, certificates, acknowledgements or other documents as then Purchaser shall be reasonably required by such Title Company deemed to have elected to terminate this Agreement, in order which event the Deposit, and if applicable, the Additional Deposit, shall be refunded to Purchaser, this Agreement shall become null and void (except for such Title Company to issue Title Policies free those provisions that expressly survive the termination of any and all Liens (other than Permitted Encumbrancesthis Agreement) and issue customary title endorsementsthe parties shall have no further obligations hereunder (except pursuant to those provisions that expressly survive the termination of this Agreement).

Title Commitment. No later than twenty (20) Business Days following the execution of this Agreement, Seller Sellers shall, at its own cost and expensewithin three (3) business days after the Effective Date, provide Buyer with (i) deliver or cause Title Insurer to deliver, a recent survey of title commitment to insure fee title to the Real Estate owned by Seller or any of the Companies or any of the Operating Subsidiaries Property (the “Surveys”)"Commitment") with respect to each Property, (ii) together with a recent title policy commitment legible copy of each instrument that is listed as an exception in favor of the applicable company issued by a nationally recognized title insurance company reasonably acceptable Commitment, with the cost thereof to be paid in accordance with Section 7.4 hereof. Buyer and Seller shall have until the Tranche 1 Approval Date [or Tranche 2 Approval Date, as applicable] (the “Title CompanyObjection Date”) covering to examine same and to notify Sellers in writing of its objections to title (all items so objected to being hereinafter referred to as the Real Estate owned by Seller or any "Objectionable Items"). All matters affecting title to the Property as of the Companies or any date of the Operating Subsidiaries (the “Title applicable Commitment”) , except those specifically and (iii) copies timely objected to by Buyer in accordance with this Section, shall be deemed approved by Buyer and shall be deemed to be "Permitted Exceptions." If Buyer timely notifies Sellers of all documents referenced as exceptions to title in the Title Commitment. Seller any Objectionable Items, Sellers may, but shall not be obligated to, cure or remove same; however, Sellers agree to furnish any policy consult with Title Insurer in order to determine which Objectionable Items, if any, Title Insurer is willing to remove, all with no action required on the part of title insurance issued by the Title Company or otherwise Sellers. Anything in respect of any portion of the Real Estate (a “Title Policy”), and it shall not be a requirement of or condition to the Closing that Buyer obtain or be able to obtain any Title Policy or that Buyer have or be able to have the survey exception in any Title Policy modified in any manner or that any other special endorsements be made to any Title Policy, including any endorsement regarding restrictive covenants. All costs of any Title Policies obtained by Buyer shall be borne by Buyer. Any provision of this Agreement to the contrary notwithstanding, Sellers shall, prior to the applicable Closing, cure any monetary liens and other liens of an ascertainable amount created or assumed by, through or under Sellers (the “Monetary Exceptions”). If Sellers and/or Title Insurer does cure or remove all such Objectionable Items, Buyer shall have no further right to terminate this Agreement pursuant to this Article except with respect to subsequent matters affecting title and survey as set forth in Section 5.3 herein. Such Objectionable Items shall be deemed cured or removed if Title Insurer issues a revised Commitment to issue, at Closing Closing, a T-1 Owner's Policy of Title Insurance in the amount of the Purchase Price for such Property in favor of Buyer, with such Objectionable Items having been removed as exceptions or insured over by Title Insurer. Sellers shall notify Buyer, within five (5) days after Sellers’ receipt of Buyer's notice of Objectionable Items, as to which Objectionable Items Sellers and/or Title Insurer are willing or able to cure or remove ("Seller's Election"); and if no such notice is given within such time period, Sellers shall be deemed to have elected not to cure any of the Objectionable Items. If Sellers are unwilling or unable to cure some or all of the Objectionable Items, Buyer shall, as its sole and exclusive remedy in such event, make an election in writing ("Buyer's Election"), within five (5) days after receipt by Buyer of Sellers’ Election (or the expiration of the time period for Sellers to make Sellers’ Election if Seller fails to send notice of Seller's Election) either: (a) to accept title to the Properties subject to the Objectionable Items which Sellers are unwilling or unable to cure (all such items being thereafter included in "Permitted Exceptions"), in which event the obligations of the parties hereunder shall not be affected by reason of such matters, the sale contemplated hereunder shall be consummated without reduction of the Purchase Price, and Buyer shall have no further right to terminate this Agreement pursuant to this Section 5.1; or (b) to terminate this Agreement in accordance with Article 14 hereof; provided however, that in the event that Seller elects to cure, or is required to cure pursuant to the terms of this Agreement, any Objectionable Item and fails to do so prior to Closing, such failure shall be a default by Seller and subject to the terms of Section 13.2 hereof. If Sellers have not received Buyer's Election within such five (5) day period, Buyer shall be deemed conclusively to have elected to accept title to the Properties in accordance with paragraph (a) above. At the applicable Closing, each Seller shall quitclaim all provide Title Insurer with a Title Affidavit in the form of Seller’s rightExhibit K attached hereto. Under no circumstances shall any Seller be obligated to give Title Insurer any certificate, title and interest in and to the Gathering System without any representations or warranties, express or implied. Seller shall use its commercially reasonable efforts to deliveraffidavit, or cause to be delivered, to any applicable Title Company such surveys, certificates, acknowledgements or other documents as shall be reasonably required by such Title Company in order for such Title Company to issue Title Policies free undertaking of any sort which would have the effect of increasing the potential liability of such Seller over that which it would have by giving Buyer the Special Warranty Deed required hereunder and all Liens (other than Permitted Encumbrances) and issue customary title endorsementsgiving the Title Insurer the Title Affidavit in the form of Exhibit K attached hereto.

Title Commitment. No later than Within twenty (20) Business Days following days of the execution of this AgreementEffective Date, Seller shall, at its own cost and expense, provide shall cause to be issued to Buyer with (i) a recent survey of the Real Estate owned by Seller or any of the Companies or any of the Operating Subsidiaries (the “Surveys”), (ii) a recent title policy insurance commitment in favor of the applicable company issued by a nationally recognized title insurance company reasonably acceptable to Buyer and Seller (the “Title Company”) covering , setting forth the Real Estate owned by Seller or any status of title to the Companies or any of Golf Club and showing all encumbrances and other matters affecting the Operating Subsidiaries Golf Club (as endorsed, the “Title Commitment”) and (iii) copies of all documents referenced as exceptions to title in the Title Commitment. Seller shall not be obligated to furnish any policy of title insurance issued by committing the Title Company or otherwise to issue at Seller’s expense an ALTA owner’s policy in respect of any portion the amount of the Real Estate Purchase Price (a “Title Policy”). Simultaneously with delivery of the Title Commitment, Buyer and it shall not be a requirement of or condition to the Closing that Buyer obtain or be able to obtain any Title Policy or that Buyer have or be able to have the survey exception in any Title Policy modified in any manner or that any other special endorsements be made to any Title Policy, including any endorsement regarding restrictive covenants. All costs of any Title Policies obtained by Buyer Buyer’s attorney shall be borne provided with copies of all documentary exceptions evidenced by Buyerthe Title Commitment. Any provision of this Agreement Within the time period in which Buyer is permitted to review the contrary notwithstandingTitle Commitment, Buyer may also obtain, at Closing Seller Buyer’s expense, a survey of the Golf Club prepared by a licensed surveyor (the “Survey”). The “Title Agent” shall quitclaim all be Akerman LLP, as agent for the Title Company. If any matters of Seller’s righttitle are objectionable to Buyer, title and interest in and Buyer will deliver to Title Agent within forty-five (45) days after the Gathering System without Effective Date, a written letter describing any representations or warranties, express or impliedobjectionable matters of title. Seller shall use its commercially reasonable efforts have no obligation to deliverexpend any moneys or incur any liability to cure such objections, and Buyer’s sole remedy in the event that Seller fails or cause refuses to cure any such objection shall be to terminate this Contract within the Inspection Period. Seller shall respond to Buyer within ten (10) days after receipt of Buyer’s described objectionable matters of title if Seller intends to cure such objections. Failure of Seller to respond within ten (10) days to Buyer’s described objectionable matters of title shall be deemed to be delivereda refusal by Seller to cure said objections. If Buyer fails to terminate this Contract within the Inspection Period, all of the title exceptions reflected in the Title Commitment or on the Survey, other than those which Seller may have elected or deemed to any applicable Title Company such surveyshave elected to cure and other than monetary liens, certificates, acknowledgements or other documents as shall be reasonably required deemed Permitted Exceptions. Additionally, Buyer may object in writing as to matters adverse to title that become of record after the effective date of the Title Commitment and, provided such objections are not cured by such Title Company Seller before Closing, Buyer may, by delivery of written notice to Seller and as its sole remedy, terminate this Contract in order which case Escrow Agent shall return the ▇▇▇▇▇▇▇ Money to Buyer, whereupon this Contract shall terminate and Buyer and Seller shall be relieved of further liability hereunder, except for such Title Company to issue Title Policies free indemnification and other obligations as may, under the express terms hereof, survive termination of any and all Liens (other than Permitted Encumbrances) and issue customary title endorsementsthis Contract.

Title Commitment. No later than twenty Buyer's approval, in its sole discretion, by the expiration of the Due Diligence Period of the following (20) Business Days following the execution of this Agreementcollectively, Seller shall, at its own cost and expense, provide Buyer with "Commitment"): (i) a recent survey of current title commitment for the Real Estate owned Property issued by Seller or any of the Companies or any of the Operating Subsidiaries (the “Surveys”), Title Company; (ii) a recent copies of all underlying title policy commitment documents described in favor of the applicable company issued by a nationally recognized such title insurance company reasonably acceptable to Buyer and Seller (the “Title Company”) covering the Real Estate owned by Seller or any of the Companies or any of the Operating Subsidiaries (the “Title Commitment”) commitment; and (iii) copies of all documents referenced as exceptions to title in the Title Commitment. Seller shall not be obligated to furnish any policy of title insurance issued by the Title Company or otherwise in respect of any portion of the Real Estate Existing Survey (a “Title Policy”defined below), and it shall not be a requirement of if any, or condition to the Closing that Buyer obtain or be able to obtain any Title Policy or that Buyer have or be able to have the survey exception in any Title Policy modified in any manner or that any other special endorsements be made to any Title Policy, including any endorsement regarding restrictive covenants. All costs of any Title Policies update thereto obtained by Buyer shall be borne by Buyer. Any provision of this Agreement if Buyer so elects, prior to the contrary notwithstanding, at Closing expiration of the Due Diligence Period. (a) Seller shall quitclaim all of Seller’s right, title and interest in and to the Gathering System without any representations or warranties, express or implied. Seller shall use its commercially reasonable efforts to deliver, deliver (or cause to be delivered) to Buyer the Commitment and, if possessed by Seller, an ALTA Property survey ("Existing Survey"). Buyer, at its sole discretion, cost and expense, shall have the right to commission an updated survey (the "Updated Survey"). In the event Buyer timely objects in writing to matters on the Commitment, the Existing Survey and the Updated Survey in accordance with the approval procedures set forth in Section 3.4 herein, Seller shall have the right, but not the obligation, to notify Buyer in writing within five (5) calendar days after the date of Seller's receipt of the Buyer's notice that Seller desires to have until Closing in which to remove or to cure, or to agree to remove or to cure some or all of the disapproved items to Buyer's reasonable satisfaction. Seller's notice may limit such attempts to cure or remove to exclude payment of money or taking any applicable Title Company judicial action. Seller's failure to deliver such surveys, certificates, acknowledgements or other documents as notice to Buyer within such five (5) day period with respect to any disapproved item shall be deemed to be an election by Seller not to attempt to remove or to cure such items. Notwithstanding the foregoing, Seller agrees to remove prior to or concurrently with the Close of Escrow any mortgages or deeds of trust encumbering the Real Property, any liens for delinquent taxes, judgment liens, or mechanic's liens arising out of work performed or materials supplied to the Real Property by Seller, but in all events excluding the lien for taxes, not yet due and payable. In connection therewith, Seller shall have the option, in Seller's sole discretion and without Retail Opportunity Investment Corp./Regency Santa ▇▇▇ Downtown Plaza.P&S Agt (v8 – Final) Buyer's consent, of curing Buyer's objection to any mechanic's lien encumbering the Property or a portion thereof in the face amount of Fifty Thousand and No/100 Dollars ($50,000.00) or less by the posting of a bond by a reputable bonding company reasonably required acceptable to Buyer, provided that Buyer shall have reasonable approval rights with respect to the form, terms, and amount of the bond so posted. Buyer shall be deemed to have approved all exceptions not objected to by Buyer or to which objections have been waived by Buyer pursuant to Section 3.3.4(b) below. (b) If Seller elects not to attempt to remove or to cure some or all of the disapproved items pursuant to Section 3.3.4 (a) to Buyer's reasonable satisfaction, or if Seller has agreed to attempt to remove or cure some or all of such Title Company disapproved items and is unable to or has failed to remove or cure the same, then Buyer shall have, as Buyer's sole and exclusive remedy, the right exercisable on or before three (3) business days after Seller's election or deemed election (or prior to Close of Escrow if Seller elects but is unable or fails to remove or cure such disapproved item) either (i) to waive such exceptions to title, and proceed to take title to the Property without any deduction or offset in order the Purchase Price, or (ii) to 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 such Title Company those provisions that specifically survive the termination of this Agreement and the Deposit shall be returned to issue Title Policies free Buyer. Buyer's failure to provide Seller or Escrow Holder with written notice of any and all Liens termination within said three (other than Permitted Encumbrances3) and issue customary title endorsementsbusiness day period shall constitute Buyer's election under clause (i) above.

Title Commitment. No later than twenty (20) Business Days following the execution of this Agreement, Seller 4.1.1 Purchaser shall, at its own Purchaser’s cost and expense, provide Buyer instruct the Escrow Agent to issue an A.L.T.A. Owner’s Policy of Title Insurance (standard coverage) for the Property, along with (i) a recent survey of the Real Estate owned by Seller or any of the Companies or any of the Operating Subsidiaries (the “Surveys”), (ii) a recent title policy commitment in favor of the applicable company issued by a nationally recognized title insurance company reasonably acceptable to Buyer and Seller (the “Title Company”) covering the Real Estate owned by Seller or any of the Companies or any of the Operating Subsidiaries (the “Title Commitment”) and (iii) legible copies of all documents referenced as exceptions to in said title in commitment (the “ Title Commitment. ”) to Purchaser and Seller within ten (10) days after the Effective Date such that Purchaser shall not be obligated to furnish any obtain an owner’s policy of title insurance issued by (the Title Company or otherwise in respect of any portion of the Real Estate (a “Title Policy”) insuring title to the Property, with such affirmative coverage and endorsements as Purchaser shall require and shall have contracted for with the Escrow Agent prior to expiration of the Due Diligence Period. Prior to the expiration of the Due Diligence Period, Purchaser shall obtain, at Purchaser’s sole cost and expense, a survey of the Land prepared by a licensed surveyor to the extent required by Purchaser or will be required by the Escrow Agent in connection with its issuance of the Title Policy (the “Survey”). Purchaser shall provide the Escrow Agent and Seller with a copy of the Survey. 4.1.2 Purchaser shall have until the date that is ten (10) business days prior to the Approval Date (as defined in Section 4.3 below and herein also referred to as the “Title Objection Date”) in which to provide Seller written notice (the “Title Notice”) of any objections (“Objections”) Purchaser may have to any defects of title disclosed in the Title Commitment or Survey; provided, however, that, except as provided in Section 4.1.3 below, Purchaser expressly agrees that Seller shall have no obligation whatsoever to cure or attempt to cure any Objection, whether or not appearing on a properly delivered Title Notice. If Seller elects to attempt the cure of an Objection identified in Purchaser’s Title Notice, then Seller shall have until the date that is five (5) business days after Seller’s receipt of the Title Notice to notify Purchaser in writing of those Objection(s), and it shall not be a requirement of or condition if any, Seller agrees to the Closing that Buyer obtain or be able attempt to obtain cure. Seller’s failure to provide any Title Policy or that Buyer have or be able to have the survey exception in any Title Policy modified in any manner or that any other special endorsements be made to any Title Policy, including any endorsement regarding restrictive covenants. All costs of any Title Policies obtained by Buyer written notice within such time shall be borne by Buyer. Any provision of this Agreement to the contrary notwithstanding, at Closing Seller shall quitclaim all of deemed Seller’s rightelection not to cure any Objection. If, title and interest in and within such time, Seller expressly agrees to the Gathering System without any representations or warrantiesattempt to cure an Objection, express or implied. Seller shall use its commercially reasonable efforts to delivereffect such cure prior to Closing, provided that, if the same has not been cured by Closing, Seller shall have the right to extend Closing for up to thirty (30) days in order to continue its efforts to complete the cure of such Objection. If Seller fails within such cure period to cure the Objections, or if prior to the expiration of such cure period Seller elects or is deemed to have elected not to cure any Objections, Purchaser may either elect to (i) proceed to Closing and waive any uncured title objections, or (ii) terminate this Agreement by written notice to Seller (A) on or prior to the first to occur of (x) five (5) days after the expiration or earlier termination of the cure period and (y) the Date of Closing (x or y being in the event of Seller not curing any Objections it elected to attempt to cure), or (B) prior to the Approval Date pursuant to Section 4.4 below (in the event Seller elects or is deemed to have elected not to attempt to cure), in which event the Escrow Agent shall refund the ▇▇▇▇▇▇▇ Money Deposit to Purchaser, and the parties thereafter shall have no further obligations under this Agreement, except as specifically survive such termination. 4.1.3 Notwithstanding the foregoing, Seller agrees to satisfy and cause to be delivered, to any applicable Title Company such surveys, certificates, acknowledgements or other documents as shall be reasonably required by such Title Company in order for such Title Company to issue Title Policies free released of any and all Liens record the following (other than Permitted Encumbrances) and issue customary title endorsements.“Must-Cure Objections”):

Title Commitment. No later than twenty (20) Business Days following During the execution of this AgreementOption Term and in any event before Buyer exercises the Option, Seller Buyer shall, at its own cost and Buyer’s expense, provide Buyer with (i) obtain a recent survey of the Real Estate owned by Seller or any of the Companies or any of the Operating Subsidiaries (the “Surveys”), (ii) a recent title policy commitment in favor of the applicable company issued by a nationally recognized title insurance company reasonably acceptable to Buyer and Seller (the “Title Company”) covering the Real Estate owned by Seller or any of the Companies or any of the Operating Subsidiaries commitment (the “Title Commitment”) and for an ALTA owner’s policy of title insurance on the Real Property in an amount acceptable to Buyer (iiithe “Title Policy”) issued by a national title insurance company acceptable to Buyer (the “Title Insurer”), together with copies of all documents referenced as recorded instruments which are the subject of the requirements and proposed special exceptions to title listed in the Title Commitment (the “Title Documents”). Buyer shall furnish Owner a copy of the Title Commitment, the Title Documents, and if obtained by ▇▇▇▇▇, the Survey. Seller Within ten (10) days after ▇▇▇▇▇’s receipt of the Title Commitment, Title Documents, and if applicable, Survey, Buyer shall notify Owner in writing (“Buyer’s Objection Notice”) of any matters listed in the Title Commitment which are objectionable to Buyer (herein the “Title Objections,” which term shall not include the Permitted Title Exceptions). Within ten (10) days after receipt of Buyer’s Objection Notice, Owner shall notify Buyer in writing (the “Cure Notice”) which Title Objections, if any, Owner elects to cure. If ▇▇▇▇▇ has not received a Cure Notice within said 10-day period, the same shall be deemed to constitute Owner’s election not to cure any of the Title Objections. Owner shall not be obligated to furnish cure any policy of title insurance issued by Buyer’s Title Objections. Notwithstanding the foregoing and if Buyer exercises the Option, Owner agrees (a) to cooperate with ▇▇▇▇▇’s cure of any reasonable Title Objections that can be cured, (b) to satisfy any requirements contained in the Title Company Commitment relating to Owner’s authority to consummate the sale transaction, (c) to execute and deliver the Closing Documents it is required to execute. If Owner does not elect, or otherwise in respect of is deemed to have elected not, to cure any portion Title Objections, Buyer’s only options shall be either (i) to terminate this Agreement and elect not to exercise the Option or if already exercises, rescind the exercise of the Real Estate Option (a which right is hereby granted) by giving written notice of such election (the “Termination Notice”) within twenty-five (25) days after Buyer’s receipt of the Title Policy”)Commitment, Title Documents, and it shall not be a requirement of Survey, or condition (ii) to elect to preserve the Option in effect and if already exercised or thereafter exercised, accept title to the Closing that Buyer obtain or be able to obtain any Title Policy or that Buyer have or be able to have the survey exception in any Title Policy modified in any manner or that any other special endorsements be made Real Property subject to any Title Policy, including any endorsement regarding restrictive covenants. All costs of any Title Policies obtained by Buyer shall be borne by Buyer. Any provision of this Agreement Objections which Owner has elected not to the contrary notwithstanding, at Closing Seller shall quitclaim all of Seller’s right, title and interest in and to the Gathering System without any representations or warranties, express or implied. Seller shall use its commercially reasonable efforts to deliver, or cause to be delivered, to any applicable Title Company such surveys, certificates, acknowledgements or other documents as shall be reasonably required by such Title Company in order for such Title Company to issue Title Policies free of any and all Liens (other than Permitted Encumbrances) and issue customary title endorsementscure.

Title Commitment. No later than twenty Within thirty (2030) Business Days following days after the execution Effective Date, Purchaser shall have the option to obtain a commitment (“Title Commitment”) for an Owner’s Policy of this Agreement, Seller shall, at its own cost and expense, provide Buyer with (i) a recent survey Title Insurance for the Property in the amount of the Real Estate owned by Seller or any of the Companies or any of the Operating Subsidiaries Purchase Price (the “SurveysTitle Policy”), (ii) a recent title policy commitment in favor of the applicable company issued by a nationally recognized title insurance company reasonably acceptable to Buyer and Seller Kingdom Title Solutions, Inc. (the “Title Company”) covering setting forth the Real Estate owned by Seller or any condition of title to the Property. Purchaser shall have thirty (30) days after receipt of the Companies or any of the Operating Subsidiaries Title Commitment being no later than January 7, 2022 (the “Title CommitmentReview Period”) and (iii) copies to review the condition of all documents referenced as exceptions title to title the Property. If during the Title Review Period, in the Purchaser’s reasonable opinion there is an unresolved lien or encumbrance in the Title CommitmentCommitment that may invalidate or impair the title, Purchaser shall provide written notice of its objections to Seller on or before the expiration of the Title Review Period. (a) Seller shall have no obligation to correct or cure such objections, but may at its sole option, elect to cure or correct such objections. If Seller elects to correct or cure the objections, Seller shall send written notice to Purchaser. Seller shall not be obligated commence such cure with due diligence and shall have the right to furnish any policy extend the Closing Date for a reasonable period of title insurance issued by the Title Company or otherwise in respect of any portion of the Real Estate (a “Title Policy”), and it time to complete such cure. Purchaser shall not be a requirement of terminate this Agreement while Seller is completing such cure. (b) If Seller elects not to correct or condition cure the objections, Seller shall provide written notice to the Closing that Buyer obtain or be able to obtain any Title Policy or that Buyer have or be able to have the survey exception in any Title Policy modified in any manner or that any other special endorsements be made to any Title Policy, including any endorsement regarding restrictive covenantsPurchaser. All costs of any Title Policies obtained by Buyer shall be borne by Buyer. Any provision of this Agreement to the contrary notwithstanding, at Closing Seller shall quitclaim all Within three (3) days after receipt of Seller’s notice, the Purchaser shall have the right, title upon written notice to Seller, to either (i) agree to waive any objections and interest proceed to closing without any cure of the objections and without any reduction in the Purchase Price; or (ii) elect to terminate this Agreement in which event the parties shall have no further obligations hereunder, except Purchaser’s obligations to indemnify, defend and hold harmless shall survive the termination of this Agreement. (c) If Purchaser fails to send written notice of its objections or termination to Seller prior to the Gathering System without expiration of the Title Review Period, Purchaser shall waive any representations or warranties, express or implied. Seller shall use its commercially reasonable efforts right to deliver, or cause to be delivered, object to any applicable matter or condition relating to the Title Company such surveys, certificates, acknowledgements Commitment or other documents as shall be reasonably required by such Title Company in order for such Title Company the condition of title to issue Title Policies free of the Property and Purchaser waives any and all Liens (other than Permitted Encumbrances) and issue customary title endorsementsright to terminate this Agreement.

Title Commitment. No Seller hereby agrees that it shall not, after the Agreement Date, take any action affecting title to the Property (except for (i) New Leases and Modifications and memoranda thereof, (ii) utility, access, and other easements and/or licenses, provided that the same are normal and customary and consistent with Seller’s operation of the Property as of the Agreement Date, and (iii) actions effectuating the release of liens or encumbrances) unless consented to by Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed. Not later than twenty the date that is thirty-five (2035) Business Days following days after the execution of this AgreementAgreement Date (the period from the Agreement Date through the thirty-fifth (35th) day thereafter being referred to herein as the “Title Objections Period”), Seller Purchaser shall, at its own Purchaser’s sole cost and expense, provide Buyer with (ia) cause the Title Company to issue to Purchaser a recent survey current commitment for an ALTA policy of the Real Estate owned by Seller or any of the Companies or any of the Operating Subsidiaries (the “Surveys”), (ii) a recent title policy commitment in favor of the applicable company issued by a nationally recognized leasehold title insurance company reasonably acceptable to Buyer and Seller and/or owner’s title insurance (the “Title Company”as applicable) covering the Real Estate owned by Seller or any of the Companies or any of the Operating Subsidiaries (the “Title Commitment”) setting forth the state of title to the MOB Sites and committing the Title Company to issue to Purchaser a leasehold policy of title insurance insuring Purchaser’s interest as tenant under the Ground Leases and/or an owner’s policy of title insurance insuring Purchaser’s interest in the MOBs (iiias applicable) copies in the amount of the Purchase Price and with such endorsements as Purchaser desires, (b) deliver a copy of the Title Commitment to Seller and cause the Title Company to deliver to Seller a copy of all title documents referenced as exceptions that are referred to title in the Title Commitment, and (c) elect to have current “as-built” surveys of the MOBs and the MOB Sites performed, if Purchaser so desires. Seller shall not be obligated to furnish any policy of title insurance issued by the Title Company or otherwise in respect of any portion of the Real Estate (a “Title Policy”), and it shall not be a requirement of or condition to the Closing that Buyer obtain or be able to obtain any Title Policy or that Buyer have or be able to have the survey exception in any Title Policy modified in any manner or that any other special endorsements be made to any Title Policy, including any endorsement regarding restrictive covenants. All costs of any Title Policies obtained by Buyer shall be borne by Buyer. Any provision of this Agreement to the contrary notwithstanding, at Closing Seller shall quitclaim all of Seller’s right, title and interest in and to the Gathering System without any representations or warranties, express or implied. Seller shall use its commercially reasonable efforts to deliver, prepare or cause to be deliveredprepared legal descriptions of the MOB Sites (collectively, the “Legal Descriptions”) based upon Seller’s most current surveys in Seller’s possession and/or existing subdivision plats of record for each MOB Site, as applicable, and shall deliver a copy of the Legal Descriptions to any applicable Purchaser. Once prepared by Seller and reasonably approved by Purchaser and the Title Company such surveysCompany, certificates, acknowledgements or other documents the Legal Descriptions will be substituted for the depiction of the MOB Sites attached hereto as Exhibit 1.1(yy) and shall likewise be attached to the Ground Leases for the same purpose. Said Legal Descriptions shall be reasonably required by such Title Company in order for such Title Company to issue Title Policies free binding upon Seller and Purchaser and shall be deemed a part of this Agreement without the requirement of any and all Liens (other than Permitted Encumbrances) and issue customary title endorsementsfurther action by Seller or Purchaser.

Title Commitment. No later than twenty Within ten (2010) Business Days following days after the execution filing of this Agreementthe Final Plat, Seller shallSeller, at its own Seller’s sole cost and expense, provide Buyer with (i) shall cause to be delivered to Purchaser a recent survey of the Real Estate owned by Seller or any of the Companies or any of the Operating Subsidiaries current owner’s title policy commitment (the “SurveysCommitment”)) covering the Property, (ii) a recent title policy commitment in favor of the applicable company issued by a nationally recognized title insurance company reasonably acceptable to Buyer and Seller Republic Title of Texas, Inc., ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, Suite 640, Fort Worth, Texas 76102 (the “Title Company”), binding the Title Company to issue the Policy (hereinafter defined) covering to Purchaser in the Real Estate owned by Seller or any amount of the Companies or any Purchase Price, and accompanied by copies of all recorded documents relating to liens, restrictions, easements, rights-of-way, and other matters affecting the Operating Subsidiaries Property (the “Title Documents”). Purchaser shall give Seller written notice on or before the expiration of fifteen (15) days after it receives the last of the filed Final Plat, the Commitment”, the Title Documents, and the Survey (hereinafter defined) (or any amendments, modifications or supplements to the filed Final Plat, the Commitment, the Title Documents, or the Survey that reflect matters, defects, conditions or exceptions not previously set forth in a prior version of the filed Final Plat, the Commitment, the Title Documents, and (iiithe Survey) copies that the condition of all documents referenced title as exceptions to title set forth in the Title CommitmentCommitment is or is not satisfactory, and in the event Purchaser states that the condition is not satisfactory, Seller may promptly undertake to eliminate or modify all such unacceptable matters to the reasonable satisfaction of Purchaser. In the event Seller is unable or unwilling to do so within ten (10) days after receipt of such written notice, Purchaser may, at its option, in addition to any other remedies, terminate this Contract by delivering written notice of termination to Seller within five (5) days after the expiration of the aforementioned ten (10) day period and receive a return of the Escrow Deposit without the necessity of any additional authorization, instructions or releases from either Seller or Purchaser, it being the express intention of Seller and Purchaser that this provision be self-operative. If such notice is not given by Purchaser to Seller within such fifteen (15) day period, the condition of title and title exceptions as shown in the Commitment shall be deemed to be acceptable (the “Permitted Exceptions”). Notwithstanding the foregoing, Purchaser shall not be required to make any objection to, and Seller shall be obligated to furnish cure and/or satisfy to the reasonable satisfaction of Purchaser, all matters shown on Schedule C to the Commitment, including, without limitation, any policy of title insurance issued mortgage liens, mechanics and materialman’s liens not caused by the Title Company acts or otherwise omissions of Purchaser or its agents against the Property, any other liens against the Property that are in respect of any portion of the Real Estate (a “Title Policy”)liquidated amount and readily dischargeable, and it any consensual liens or encumbrances agreed to by Seller without Purchaser’s consent on or after the Effective Date, all of which matters are hereby deemed to be unacceptable and which Seller shall not be a requirement of required to have satisfied at or condition prior to the Closing that Buyer obtain or be able to obtain any Title Policy or that Buyer have or be able to have the survey exception in any Title Policy modified in any manner or that any other special endorsements be made to any Title Policy, including any endorsement regarding restrictive covenants. All costs of any Title Policies obtained by Buyer shall be borne by Buyer. Any provision of this Agreement to the contrary notwithstanding, at Closing Seller shall quitclaim all of Seller’s right, title and interest in and to the Gathering System without any representations or warranties, express or implied. Seller shall use its commercially reasonable efforts to deliver, or cause to be delivered, to any applicable Title Company such surveys, certificates, acknowledgements or other documents as shall be reasonably required by such Title Company in order for such Title Company to issue Title Policies free of any and all Liens (other than Permitted Encumbrances) and issue customary title endorsementsClosing.

Title Commitment. No later than twenty Within ten (2010) Business Days following days from the execution of this AgreementEffective Date, Seller shallwill deliver to Purchaser a preliminary title report (and complete legible copies of all documents or items referenced therein as exceptions) issued by ▇▇▇▇▇▇▇ Title North Texas, at its own cost and expense▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, provide Buyer with (i) a recent survey of the Real Estate owned by Seller or any of the Companies or any of the Operating Subsidiaries (the “Surveys”)▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, 214/220-2060, (iiAttn: ▇▇▇▇▇ ▇▇▇▇) a recent title policy commitment in favor of the applicable company issued by a nationally recognized title insurance company reasonably acceptable to Buyer and Seller as agent for ▇▇▇▇▇▇▇ Title Guarantee Corporation (the “Title Company”) covering the Real Estate owned by Seller or any in respect of the Companies or any of the Operating Subsidiaries Property (the collectively, “Title Commitment”) ). Purchaser shall, on or before the expiration of the Objection Period, approve or disapprove in writing the Title Commitment. Purchaser’s failure to either timely approve or disapprove in writing the Title Commitment shall be deemed to constitute Purchaser’s approval of same, and (iii) copies of all documents referenced as exceptions to title such shall then become Permitted Exceptions. If Purchaser timely disapproves any item set forth in the Title Commitment. , then Seller shall not be obligated to furnish any policy of title insurance issued by the Title Company or otherwise in respect of any portion of the Real Estate (a “Title Policy”), and it shall not be a requirement of or condition to the Closing that Buyer obtain or be able to obtain any Title Policy or that Buyer have or be able to have the survey exception in any Title Policy modified in any manner or that any other special endorsements be made to any Title Policy, including any endorsement regarding restrictive covenants. All costs of any Title Policies obtained by Buyer shall be borne by Buyer. Any provision of this Agreement to the contrary notwithstanding, at Closing Seller shall quitclaim all of Seller’s right, title and interest in and but not the obligation, to the Gathering System without any representations or warranties, express or implied. Seller shall use its commercially reasonable efforts attempt to deliver, cure or cause to be deliveredcured such disapproved item. Seller shall have until 5:00 p.m. (Central Time) on the Cure Date to cure such disapproved item. If Seller timely cures all disapproved items, to any applicable then the Title Company such surveys, certificates, acknowledgements or other documents as Commitment shall be reasonably required by such Title Company in order for such Title Company to issue Title Policies free of any deemed approved, and all Liens other exceptions therein shall then become Permitted Exceptions. If Seller does not timely cure all disapproved items, then Purchaser shall, on or before five (other than 5) days after the Cure Period, either (i) terminate this Agreement by depositing with Seller and Escrow Agent a written notice of termination, whereupon Escrow Agent shall release and return the ▇▇▇▇▇▇▇ Money to Purchaser, or (ii) waive in writing its objection to the disapproved items, which shall then become Permitted Encumbrances) Exceptions. Purchaser’s failure to timely deposit with Seller and issue customary title endorsementsEscrow Agent a written notice of termination or waive its objection to the disapproved items shall be deemed to constitute Purchaser’s waiver of its objection to said items and such shall become Permitted Exceptions.

Title Commitment. No later than twenty (20) Business Days following the execution of this Agreement, Seller shall, within ten (10) days after the Effective Date, deliver to Purchaser a copy of any existing owner's title insurance policy, relating to the Real Estate, then in Seller's possession or control. On or before sixty (60) days from the Effective Date, at its own cost and Purchaser's expense, provide Buyer with Purchaser shall obtain a pro forma title commitment (ithe "Commitment") for an ALTA Owner's Title Insurance Policy issued by a recent survey title insurance company chosen by Purchaser (the "Title Company") in the amount of the Real Estate owned by Seller or Purchase Price showing title to the Premises in Seller's name subject only to title exceptions acceptable to Purchaser which are listed on attached EXHIBIT "F" hereto ("Permitted Exceptions"). If the Commitment discloses exceptions other than the Permitted Exceptions, of if any of the Companies or any of Permitted Exceptions make title unmarketable (as determined in accordance with Title Standards adopted and reasonably applied by The Florida Bar and in accordance with law, Purchaser, within ten (10) business days following the Operating Subsidiaries (date on which Purchaser received the “Surveys”), (ii) a recent title policy commitment in favor of the applicable company issued by a nationally recognized title insurance company reasonably acceptable to Buyer Commitment and Seller (the “Title Company”) covering the Real Estate owned by Seller or any of the Companies or any of the Operating Subsidiaries (the “Title Commitment”) and (iii) copies of all documents referenced as exceptions to title disclosed in the Commitment, shall deliver to Seller written notice of Purchaser's objections, if any, to such exceptions ("Unpermitted Exceptions"). If Purchaser fails to deliver such written notice or objection to Seller within such ten (10) business day period, Purchaser shall be deemed to have waived its right to object to such Unpermitted Exceptions, which shall thereafter be deemed Permitted Exceptions. In the event that Purchaser shall so object to any such Unpermitted Exceptions, Seller shall use reasonable efforts to remove prior to Closing any Unpermitted Exceptions capable of being removed solely by the payment of money and shall notify Purchaser within thirty (30) business days following the date of Purchaser's notice of such objections that either (a) the Unpermitted Exceptions (other than those capable of being removed by the payment of money) have been, or will be at or prior to Closing, removed at Seller's expense or are or will be insured over by the Title Company at no additional expense to Purchaser pursuant to an endorsement to the Commitment, provided that such insurance over is acceptable to Purchaser in Purchaser's sole discretion, or (b) Seller has failed to arrange to have the Unpermitted Exceptions removed or insured over by the Title Company. Notwithstanding anything herein to the contrary, Seller shall not be obligated to furnish any policy bring suit or incur a liability of title insurance issued by more than $25,000.00 (the "Maximum Amount") to remove or cause the Title Company or otherwise in respect of any portion of the Real Estate (a “Title Policy”), and to insure over Unpermitted Exceptions. If Seller does not notify Purchaser that it shall not be a requirement of or condition to the Closing that Buyer obtain or be able to obtain any Title Policy or that Buyer have or be able has arranged to have the survey exception Unpermitted Exceptions removed or insured over within said thirty (30) business day period, Purchaser may elect either: (i) to terminate this Agreement, in any Title Policy modified in any manner or that any other special endorsements which event the ▇▇▇▇▇▇▇ Money Deposit shall be returned to Purchaser as Purchaser's sole remedy hereunder; or (ii) to take title as it then is, which election must be made within five (5) business days following expiration of said thirty (30) business day period. If Purchaser does not elect to any Title Policyso terminate this Agreement, including any endorsement regarding restrictive covenants. All costs of any Title Policies obtained by Buyer then: (1) Purchaser shall be borne by Buyer. Any provision of this Agreement deemed to the contrary notwithstanding, at Closing Seller shall quitclaim all of Seller’s right, have agreed to accept title and interest in and to the Gathering System as it then is without any representations or warranties, express or implied. Seller shall use its commercially reasonable efforts to deliver, or cause to be delivered, to any applicable Title Company such surveys, certificates, acknowledgements or other documents as shall be reasonably required by such Title Company reduction in order for such Title Company to issue Title Policies free of any and all Liens (other than Permitted Encumbrances) and issue customary title endorsements.the Purchase Price;

Title Commitment. No later than twenty Within five (205) Business Days business days following the execution of this AgreementEffective Date, Seller shall, at its own cost and expense, provide Buyer with (i) shall order a recent survey commitment for the issuance of the Real Estate owned by Seller or any of the Companies or any of the Operating Subsidiaries (the “Surveys”), (ii) a recent title policy commitment in favor of the applicable company issued by a nationally recognized an ALTA owner's title insurance company reasonably acceptable to Buyer and Seller policy (the “Title Company”"Commitment") covering the Real Estate owned by Seller or any of the Companies or any of the Operating Subsidiaries (the “Title Commitment”) and (iii) copies of all documents referenced as exceptions to title in the Title Commitment. Seller shall not be obligated to furnish any policy of title insurance issued by the Title Company or otherwise in respect showing the condition of any portion of the Real Estate (a “Title Policy”), and it shall not be a requirement of or condition title to the Premises. If the Commitment discloses matters which are objectionable to Purchaser, Purchaser, within ten (10) days following the date on which Purchaser received the Commitment, shall deliver to Seller written notice of Purchaser's objections, if any, to such matters ("Unpermitted Exceptions"). If Purchaser fails to deliver such written notice or objection to Seller within the applicable time period, Purchaser shall be deemed to have waived its right to object to such Unpermitted Exceptions, which shall thereafter be deemed "Permitted Exceptions." In the event that Purchaser shall so object to any such Unpermitted Exceptions, Seller shall notify Purchaser within ten (10) business days following the date of Purchaser's notice of such objections that either (a) the Unpermitted Exceptions have been, or will be at or prior to Closing, removed from the Commitment or are or will be insured over by the Title Company pursuant to an endorsement to the Commitment (satisfactory to purchaser and its lender) and in such event, if reasonably required to allow the parties to prepare for Closing, the Closing that Buyer obtain Date shall be deferred to a date mutually agreed upon by the parties, or be able (b) Seller has failed to obtain any Title Policy or that Buyer have or be able arrange to have the survey exception Unpermitted Exceptions removed or insured over by the Title Company. If Seller elects option (b) or fails to notify Purchaser that it has arranged to have the Unpermitted Exceptions removed or insured over within said ten (10) business day period, Purchaser shall, within ten (10) days after the end of said 10-day period, elect either to terminate this Agreement by delivering written notice thereof within said ten (10) day period, in any which event the Earn▇▇▇ ▇▇▇ey (and Additional Earn▇▇▇ ▇▇▇ey, if any) shall be returned to Purchaser as Purchaser's sole remedy hereunder, or be deemed to have accepted title as it then is, in which event all Unpermitted Exceptions not removed from the Commitment will thenceforth be deemed Permitted Exceptions, and if reasonably required to allow the parties to prepare for Closing, the Closing Date shall be deferred to a date mutually agreed upon by the parties. On the Closing Date, the Title Policy modified Company shall issue an owner's title insurance policy in any manner the amount of the purchase price, with the standard exceptions deleted, but with such additional endorsements as Purchaser may order and pay for, subject only to the Permitted Exceptions (the "Title Policy"). It is understood by the parties that in the event that Purchaser does not order a Survey or that any other special endorsements be made to any the Title PolicyCompany, including any endorsement regarding restrictive covenants. All costs of any Title Policies obtained by Buyer shall be borne by Buyer. Any provision of this Agreement to after reviewing the contrary notwithstandingSurvey, at Closing Seller shall quitclaim all of Seller’s right, title and interest in and to will not delete the Gathering System without any representations or warranties, express or implied. Seller shall use its commercially reasonable efforts to deliver, or cause to be delivered, to any applicable Title Company such surveys, certificates, acknowledgements or other documents as shall be reasonably required by such Title Company in order for such Title Company to issue Title Policies free of any and all Liens (other than Permitted Encumbrances) and issue customary title endorsements.standard

Title Commitment. No later than twenty (20) Business Days following the execution of this Agreement, Seller shall, at its own cost within five (5) business days after the Effective Date, obtain and expense, provide Buyer with (i) a recent survey of the Real Estate owned by Seller or any of the Companies or any of the Operating Subsidiaries (the “Surveys”), (ii) a recent title policy commitment in favor of the applicable company issued by a nationally recognized title insurance company reasonably acceptable deliver to Buyer and Seller (the “a current commitment for an ALTA Owner’s Title Company”) covering the Real Estate owned by Seller or any of the Companies or any of the Operating Subsidiaries Insurance Policy (the “Title Commitment”) from the Title Company relating to the Property in an amount equal to the Purchase Price for the Property. The title commitment delivered hereunder shall be conclusive evidence of good and marketable title as therein shown, subject only to those exceptions as therein stated. Buyer shall have the right to have a survey (iiithe “Updated Survey”) copies of all documents referenced the Property prepared at the sole cost and expense of Buyer and Buyer shall order such Updated Survey within three (3) days of receipt of the Title Commitment. Buyer shall have until five (5) business days after receipt of the Title Commitment and Updated Survey, if applicable (the “Title Review Period”) to give Seller a detailed notice objecting to any exception or condition contained in the Title Commitment or the Updated Survey. If Buyer does not give notice of any objections to Seller within the Title Review Period, Buyer shall be deemed to have approved the title as exceptions to title shown in the Title Commitment, the title exceptions, and all matters shown on the existing survey or the Updated Survey, if any, and any such exceptions or matters shall become “Permitted Exceptions”. If Buyer provides timely objections, Seller shall have five (5) business days after receipt of Buyer’s notice (the “Title Cure Period”) in which to elect, by written notice to Buyer (“Seller’s Title Notice”), either (A) to cure Buyer’s objections, or (B) not to cure Buyer’s objections; provided, however, notwithstanding the foregoing, Seller shall have no obligation whatsoever to cure or attempt to cure any of Buyer’s objections. Notwithstanding the preceding sentence, Seller shall be obligated obligated, at Closing, to furnish any policy cause Title Company to remove deeds of title insurance issued trust, mortgages, security deeds or other security liens encumbering the Property, except the currently existing mortgage in favor of Lender which will be assumed by Buyer, which are caused by or due to the acts of Seller (the “Required Cure Items”). In the event Seller is unable to cause the Title Company to remove or otherwise in respect insure over any Required Cure Items, Buyer’s sole remedy shall be to terminate the Agreement at which time the Title Company shall return the ▇▇▇▇▇▇▇ Money to Buyer and the parties shall have no further rights, liabilities, or obligations under this Agreement (other than those that expressly survive termination). In the event that Seller fails to provide such written notice of any portion of the Real Estate its election to proceed under either clause (a “Title Policy”)A) or (B) above, and it Seller shall not be a requirement of or condition to the Closing that Buyer obtain or be able to obtain any Title Policy or that Buyer have or be able deemed to have elected clause (B) above. If Buyer provides timely objections and all of Buyer’s objections are not cured (or agreed to be cured by Seller prior to Closing) within the survey exception in Title Cure Period for any Title Policy modified in any manner reason, then, within five (5) days after receipt or that any other special endorsements be made to any Title Policy, including any endorsement regarding restrictive covenants. All costs of any Title Policies obtained by Buyer shall be borne by Buyer. Any provision of this Agreement to the contrary notwithstanding, at Closing Seller shall quitclaim all deemed receipt of Seller’s rightTitle Notice, title Buyer shall, as its sole and interest in exclusive remedy, waiving all other remedies, either: (x) terminate this Agreement by giving a termination notice to Seller, at which time Title Company shall return the ▇▇▇▇▇▇▇ Money to Buyer and to the Gathering System without any representations or warrantiesparties shall have no further rights, express or implied. Seller shall use its commercially reasonable efforts to deliverliabilities, or cause to be delivered, to any applicable Title Company such surveys, certificates, acknowledgements or other documents as shall be reasonably required by such Title Company in order for such Title Company to issue Title Policies free of any and all Liens obligations under this Agreement (other than those that expressly survive termination); or (y) waive the uncured objections by proceeding to Closing and thereby be deemed to have approved the Buyer’s title as shown in the Title Commitment, the title exception documents, the existing survey or the Updated Survey, if any, and any such uncured objections shall become “Permitted Encumbrances) Exceptions”. If Seller does not timely receive notice of Buyer’s election to terminate under this Section, Buyer will be deemed to have waived the uncured objections and issue customary title endorsementssuch uncured objections shall become “Permitted Exceptions”.

Title Commitment. No later than twenty (20) Business Days following the execution of this Agreement, Seller Sellers shall, at its own cost and expensewithin three (3) business days after the Effective Date, provide Buyer with (i) deliver or cause Title Insurer to deliver, a recent survey of title commitment to insure fee title to the Real Estate owned by Seller or any of the Companies or any of the Operating Subsidiaries Property (the “Surveys”)"Commitment") with respect to each Property, (ii) together with a recent title policy commitment legible copy of each instrument that is listed as an exception in favor of the applicable company issued by a nationally recognized title insurance company reasonably acceptable Commitment, with the cost thereof to be paid in accordance with Section 7.4 hereof. Buyer and Seller shall have until the Tranche 1 Approval Date [or Tranche 2 Approval Date, as applicable] (the “Title CompanyObjection Date”) covering to examine same and to notify Sellers in writing of its objections to title (all items so objected to being hereinafter referred to as the Real Estate owned by Seller or any "Objectionable Items"). All matters affecting title to the Property as of the Companies or any date of the Operating Subsidiaries (the “Title applicable Commitment”) , except those specifically and (iii) copies timely objected to by Buyer in accordance with this Section, shall be deemed approved by Buyer and shall be deemed to be "Permitted Exceptions." If Buyer timely notifies Sellers of all documents referenced as exceptions to title in the Title Commitment. Seller any Objectionable Items, Sellers may, but shall not be obligated to, cure or remove same; however, Sellers agree to furnish any policy consult with Title Insurer in order to determine which Objectionable Items, if any, Title Insurer is willing to remove, all with no action required on the part of title insurance issued by the Title Company or otherwise Sellers. Anything in respect of any portion of the Real Estate (a “Title Policy”), and it shall not be a requirement of or condition to the Closing that Buyer obtain or be able to obtain any Title Policy or that Buyer have or be able to have the survey exception in any Title Policy modified in any manner or that any other special endorsements be made to any Title Policy, including any endorsement regarding restrictive covenants. All costs of any Title Policies obtained by Buyer shall be borne by Buyer. Any provision of this Agreement to the contrary notwithstanding, Sellers shall, prior to the applicable Closing, cure any monetary liens and other liens of an ascertainable amount created or assumed by, through or under Sellers (the “Monetary Exceptions”). If Sellers and/or Title Insurer does cure or remove all such Objectionable Items, Buyer shall have no further right to terminate this Agreement pursuant to this Article except with respect to subsequent matters affecting title and survey as set forth in Section 5.3 herein. Such Objectionable Items shall be deemed cured or removed if Title Insurer issues a revised Commitment to issue, at Closing Seller Closing, a T-1 Owner's Policy of Title Insurance in the amount of the Purchase Price for such Property in favor of Buyer, with such Objectionable Items having been removed as exceptions or insured over by Title Insurer. Sellers shall quitclaim notify Buyer, within five (5) days after Sellers’ receipt of Buyer's notice of Objectionable Items, as to which Objectionable Items Sellers and/or Title Insurer are willing or able to cure or remove ("Seller's Election"); and if no such notice is given within such time period, Sellers shall be deemed to have elected not to 19 cure any of the Objectionable Items. If Sellers are unwilling or unable to cure some or all of the Objectionable Items, Buyer shall, as its sole and exclusive remedy in such event, make an election in writing ("Buyer's Election"), within five (5) days after receipt by Buyer of Sellers’ Election (or the expiration of the time period for Sellers to make Sellers’ Election if Seller fails to send notice of Seller’s right, title and interest in and to the Gathering System without any representations or warranties, express or implied. Seller shall use its commercially reasonable efforts to deliver, or cause to be delivered, to any applicable Title Company such surveys, certificates, acknowledgements or other documents as shall be reasonably required by such Title Company in order for such Title Company to issue Title Policies free of any and all Liens (other than Permitted Encumbrances's Election) and issue customary title endorsements.either:

Title Commitment. No later Seller has made available to Purchaser a title commitment, together with legible copies of all documents listed in such title commitment as exceptions to title (“Title Exceptions”). Promptly following the Effective Date, Purchaser shall order the Title Commitment. Any mortgage or other encumbrance entered into by Seller which secures the payment of money or any lien claim arising from the actions of Seller is herein referred to as a “Monetary Encumbrance”. All matters and exceptions shown in the Title Commitment (other than Permitted Exceptions of the type described in clauses (a) through (h) of the definition of Permitted Exceptions) and not objected to in writing by Purchaser within twenty (20) Business Days following the execution Effective Date shall be deemed to be Permitted Exceptions which may be shown on the final title policy. Seller shall pay and discharge (or in the case of this Agreementmechanics’, Seller shall, at its own cost and expensematerialmen’s or other statutory liens, provide Buyer with (ia bond or other assurances in form reasonably satisfactory to Purchaser covering the payment or discharge) a recent survey of all Monetary Encumbrances at or before Closing so as to be deleted from the Real Estate owned by Seller or any of the Companies or any of the Operating Subsidiaries (the “Surveys”), (ii) a recent title policy commitment in favor of the applicable company to be issued by a nationally recognized title insurance company reasonably acceptable at Closing pursuant to Buyer and Seller (the “Title Company”) covering the Real Estate owned by Seller or any of the Companies or any of the Operating Subsidiaries (the “Title Commitment”) and (iii) copies of all documents referenced as exceptions to title in the Title Commitment. If Purchaser delivers a written objection to any other title matter or exception within the aforesaid twenty (20) Day period, then Seller shall, within five (5) Days thereafter, notify Purchaser in writing of which objections Seller will attempt to cure and Seller shall have twenty (20) Days from the date of receipt of Purchaser’s notice of objection in which to cure such objections and to cause the Title Commitment to be reissued or updated to reflect that such claimed defects have been cured or will be removed or insured over in the title policy in a manner satisfactory to Purchaser. Except for the Monetary Encumbrances which Seller has agreed to pay and discharge or assure the payment and discharge as provided above, Seller shall have no obligation to cure any title objection and shall have no obligation to expend any monies to cure same, and any failure to pay, discharge or cure any title objection shall not be obligated or be deemed to furnish be a breach of this Agreement by Seller. If Seller fails to cure all such objections that are timely made by Purchaser within the twenty (20) Day period referred to above, then Purchaser shall be entitled, at Purchaser’s option, to either (a) proceed with the transaction and accept conveyance expressly subject to the title matter which was the subject of the objection, which shall then be deemed a “Permitted Exception”, or (b) terminate this Agreement by notice in writing to Seller within five (5) Days after the expiration of the twenty (20) Day period. Failure of Purchaser to give such notice of termination in writing within such five (5) Day period shall be deemed an election to so proceed with the purchase, subject to the satisfaction or waiver of the other contingencies contained in this Agreement. If any policy exceptions to title first appear of title insurance issued by record after the Title Company or otherwise in respect of any portion of the Real Estate (a “Title Policy”), Commitment is issued and it shall not be a requirement of or condition prior to the Closing Date, Purchaser and Seller shall follow the procedures specified herein except that Buyer obtain Purchaser shall have two (2) days from the date it has knowledge of the exception to object, Seller shall have two (2) days to elect whether it will cure and five (5) days to complete such cure and Purchaser shall have two (2) days from notice that Seller will not or be able cannot cure to obtain any Title Policy or that Buyer have or be able to have make its election; the survey exception in any Title Policy modified in any manner or that any other special endorsements be made to any Title Policy, including any endorsement regarding restrictive covenants. All costs of any Title Policies obtained by Buyer Closing Date shall be borne by Buyer. Any provision of this Agreement to the contrary notwithstandingpostponed, at Closing Seller shall quitclaim all of Seller’s right, title and interest in and to the Gathering System without any representations or warranties, express or implied. Seller shall use its commercially reasonable efforts to deliver, or cause to be deliveredif necessary, to any applicable Title Company complete such surveys, certificates, acknowledgements or other documents as shall be reasonably required by such Title Company in order for such Title Company to issue Title Policies free of any and all Liens (other than Permitted Encumbrances) and issue customary title endorsementssteps.

Title Commitment. No later than twenty (20a) Business Days following Purchaser shall cause the execution of this Agreement, Seller shall, at its own cost and expense, provide Buyer with Title Company to furnish to Purchaser (i) a recent survey preliminary title report or title commitment (the "COMMITMENT") and (ii) copies of all recorded documents referred to on Schedule B of the Real Estate owned Commitment as exceptions to coverage (the "TITLE DOCUMENTS"). (b) Purchaser shall have the right to object in writing to any matters shown on the Commitment or disclosed by Seller the Title Documents, the Existing Survey or any updated or subsequent survey that are not Permitted Exceptions (individually, a "TITLE OBJECTION" and collectively, the "TITLE OBJECTIONS") prior to the date which is the tenth (10th) Business Day following the execution and delivery of this Agreement. Purchaser shall have the further right to order a run-down title examination prior to Closing, and to submit to Seller any Title Objection which may have arisen since the initial Commitment. Unless Purchaser shall timely object to any exceptions or matters shown on or disclosed by the Title Commitment, the Title Documents, the Existing Survey or any updated or subsequent survey, all such exceptions and matters (other than exceptions relating to the matters described in Section 6.2(c)) shall be deemed to constitute additional Permitted Exceptions. Seller may elect (but, subject to Section 6.2(c), shall not be obligated) to remove or cause to be removed, at Seller's expense, any Title Objections, and shall be entitled to a reasonable adjournment of the Companies Closing (not to exceed thirty (30) days) for the purpose of such removal. Seller shall notify Purchaser in writing within ten (10) days after receipt of Purchaser's notice of Title Objections whether Seller elects to remove same. If Seller fails to provide such notice, Seller shall be deemed to have elected not to cure such Title Objections. If Seller is unable to remove any Title Objections in a manner acceptable to Purchaser (in Purchaser's reasonable discretion), prior to the Closing, or any if Seller elects not to remove one or more Title Objections, Purchaser may elect, as its sole and exclusive remedy therefor, to either (i) terminate this Agreement by giving written notice to Seller on or before the earlier of the Operating Subsidiaries date that is three (3) Business Days after receipt of Seller's notice or three (3) Business Days after the “Surveys”expiration of the foregoing ten (10) day period, in which event the ▇▇▇▇▇▇▇ Money Deposit shall be paid to Purchaser, upon Purchaser's unilateral written instructions to the Escrow Holder within the foregoing time period, Purchaser shall return the Purchaser's Information to Seller, and thereafter the parties shall have no further rights or obligations hereunder except for the Termination Surviving Obligations or (ii) waive such Title Objections, in which event such Title Objections shall be deemed additional "Permitted Exceptions" and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price. If before the end of the period set forth in (i) above, Purchaser fails to give Seller and Escrow Agent such written notice, then Purchaser shall be deemed to have elected to take title to the Real Property subject to such Title Objections pursuant to Section 6.2(b)(ii). (c) Notwithstanding any provision of this Section 6.2 to the contrary, Seller will be obligated, prior to or at the Closing, to cure exceptions to title to the Property relating to (i) liens and security interests securing the loan from GELCO Corporation to Seller, (ii) a recent title policy commitment any other monetary liens or security interests against Seller's interest in favor of the applicable company issued by a nationally recognized title insurance company reasonably acceptable to Buyer Property (including, without limitation mechanics' liens, judgment liens and Seller (tax liens against Seller's interest in the “Title Company”) covering the Real Estate owned by Seller or any of the Companies or any of the Operating Subsidiaries (the “Title Commitment”) and Property), (iii) copies of all documents referenced as exceptions taxes and assessments due and payable for any period prior to the Closing, and (iv) any exception to title in created after the Title Commitment. Seller shall not be obligated to furnish any policy of title insurance issued by the Title Company or otherwise in respect of any portion effective date of the Real Estate (a “Title Policy”), and it shall Commitment that has not be a requirement of or condition been consented to the Closing that Buyer obtain or be able to obtain any Title Policy or that Buyer have or be able to have the survey exception in any Title Policy modified in any manner or that any other special endorsements be made to any Title Policy, including any endorsement regarding restrictive covenants. All costs of any Title Policies obtained by Buyer shall be borne by Buyer. Any provision of this Agreement to the contrary notwithstanding, at Closing Seller shall quitclaim all of Seller’s right, title and interest in and to the Gathering System without any representations or warranties, express or implied. Seller shall use its commercially reasonable efforts to deliver, or cause to be delivered, to any applicable Title Company such surveys, certificates, acknowledgements or other documents as shall be reasonably required by such Title Company in order for such Title Company to issue Title Policies free of any and all Liens (other than Permitted Encumbrances) and issue customary title endorsementsPurchaser.

Title Commitment. No later than twenty Prior to the Contract Date, Sellers ordered (20) Business Days following and promptly after the execution of this Agreement, Seller shall, at its own cost and expense, provide Buyer with (i) a recent survey receipt of the Real Estate owned by Seller or any of the Companies or any of the Operating Subsidiaries same shall deliver to Buyer) commitments (the “SurveysTitle Commitments”) issued by Land Services USA, Inc. (“Escrow Agent”), (ii) a recent title policy commitment in favor of the applicable company issued by a nationally recognized title insurance company reasonably acceptable to Buyer and Seller as agent for First American Title Insurance Company (the “Title Company”), having its office at ▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attn: ▇▇▇▇▇▇▇ ▇▇▇▇, phone: (▇▇▇) covering ▇▇▇-▇▇▇▇, e-mail: ▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇, for ALTA, TLTA or other coverage available in the Real Estate owned State where an Individual Property is located, as applicable, owner’s title insurance policies with respect to the Land and Improvements (such policies (including extended coverage in the event Buyer provides such surveys as are required by Seller or any of the Companies or any of the Operating Subsidiaries (Title Company), the “Title CommitmentPolicies”) and (iii) ), together with copies of all recorded documents referenced as evidencing title exceptions raised in “Schedule B” of such Title Commitments. It shall be a condition precedent to title in the Title Commitment. Seller shall not be obligated Buyer’s obligation to furnish any policy of title insurance issued by proceed to Closing that, at Closing, the Title Company shall issue the Title Policies, or otherwise have irrevocably committed in respect writing to issue to Buyer the Title Policies, each of any which Title Policies shall be dated as of the date of recordation of each Deed and shall insure the portion of the Real Estate (a “Title Policy”)Purchase Price allocated to the respective Individual Property, and it which shall not be a requirement show Buyer as the fee simple owner of or condition the applicable Land and the Improvements, subject only to the applicable Permitted Exceptions. If the foregoing condition precedent is not satisfied on the Closing Date for any reason other than the actions or omission of Buyer that constitute a default hereunder, then Buyer obtain may elect to either (i) proceed to Closing and waive the failure of such condition, or (ii) terminate this Agreement by delivery of written notice to Sellers on or prior to Closing, in which event (a) the Deposit shall be able returned to obtain Buyer, and (b) neither party shall have any Title Policy further liabilities or obligations hereunder except for those liabilities and obligations that expressly survive a termination of this Agreement; provided that, if the condition is not satisfied due to Seller’s default, then Buyer have or be able to shall have the survey exception remedies provided in any Title Policy modified in any manner or that any other special endorsements be made to any Title Policy, including any endorsement regarding restrictive covenants. All costs of any Title Policies obtained by Buyer shall be borne by Buyer. Any provision of this Agreement to the contrary notwithstanding, at Closing Seller shall quitclaim all of Seller’s right, title and interest in and to the Gathering System without any representations or warranties, express or implied. Seller shall use its commercially reasonable efforts to deliver, or cause to be delivered, to any applicable Title Company such surveys, certificates, acknowledgements or other documents as shall be reasonably required by such Title Company in order for such Title Company to issue Title Policies free of any and all Liens (other than Permitted Encumbrances) and issue customary title endorsementsSection 16.1 hereof.

Title Commitment. No later than twenty Within five (205) Business Days following days after the execution of this Agreement, Seller shall, at its own cost and expense, provide Buyer with (i) a recent survey shall order commitments for owner’s policies of the Real Estate owned by Seller or any of the Companies or any of the Operating Subsidiaries (the “Surveys”), (ii) a recent title policy commitment in favor of the applicable company issued by a nationally recognized title insurance company reasonably acceptable to Buyer and Seller (the “Title Company”) covering the Real Estate owned by Seller or any of the Companies or any of the Operating Subsidiaries (the “Title Commitment”) issued by the Title Insurer covering fee simple title to the Property, in which the Title Insurer shall agree to insure, in such amount as Buyer deems adequate, merchantable title to such interests free from the Schedule B standard printed exceptions (to the extent Buyer complies with the necessary requirements to remove them such as obtaining an appropriate ALTA survey) and all other exceptions except for (i) exceptions which, under applicable state rules and regulations, cannot be deleted or modified and (ii) Permitted Exceptions, with such endorsements as Buyer shall reasonably require and with insurance coverage over any “gap” period. Such Title Commitments shall have attached thereto complete, legible copies of all instruments noted as exceptions therein, and shall be delivered promptly to Buyer upon receipt by Seller. Buyer shall furnish Seller with a copy of the title commitment and attachments, and all subsequent revisions thereof, promptly upon receipt of same. Seller will provide Buyer with copies of any existing boundary surveys for the Property. Buyer may order one or more boundary surveys for the Property (the “Survey”) prepared by a registered land surveyor or surveyors satisfactory to Buyer. If (i) any update to the Title Commitments reflect any exceptions to title other than Permitted Liens which are not acceptable to Buyer in Buyer’s sole discretion, or (ii) the Survey to be obtained by Buyer pursuant to this Section discloses anything not acceptable to Buyer in Buyer’s sole discretion, or (iii) at any time prior to the Closing, title to Seller’s interests in the Property is encumbered by any exception to title other than Permitted Liens, which was not on the initial Title Commitment for the Property and is not acceptable to Buyer in Buyer’s sole discretion (any such exception or unacceptable statement of fact being referred to herein as a “Title Defect”), then Buyer shall, on or before the earlier of five (5) days before the end of the Due Diligence Period or ten (10) days following receipt of such Title Commitment, as the case may be, give Seller written notice of such Title Defect (the “Title Notice”). Such Title Notice shall include a copy of the relevant Title Commitment and copies of all documents referenced as exceptions the exceptions. Any exception to title that is (x) disclosed in the Title Commitment, or (y) identified on a Survey, which, in either case, is not identified as a Title Defect in the Title Notice, shall be deemed to be a “Permitted Exception” for purposes of this Agreement. Seller shall not be obligated shall, within ten (10) days after receipt of any such Title Notice, notify Buyer whether Seller will take the action necessary to furnish any policy of title insurance issued by remove the Title Company Defects. On or otherwise in respect before the Closing, Seller shall provide Buyer with reasonable evidence of any removal of the items it notifies Buyer that it will cure (the “Agreed Upon Title Defects”). Notwithstanding anything contained herein to the contrary, the following items (the “Required Cure Items”) must be cured prior to or at Closing (with Seller having the right to apply the portion of the Real Estate Purchase Price allocated to either such party pursuant to Section 2.3 hereof, or a portion thereof, for such purpose): (a “Title Policy”)w) all mechanics’, materialmen’s, repairmen’s, contractors’ or other similar Liens which encumber the Property as of the Effective Date created by, through or under Seller or which may be filed against the Property after the Effective Date created by, through or under Seller and it shall not be a requirement of on or condition prior to the Closing that Buyer obtain or be able to obtain any Title Policy or that Buyer have or be able to have Date (x) all mortgages, security deeds, and other security instruments, except for the survey exception in any Title Policy modified in any manner or that any other special endorsements be made to any Title PolicyExisting Mortgages, including any endorsement regarding restrictive covenants. All costs of any Title Policies obtained by Buyer shall be borne by Buyer. Any provision of this Agreement to (y) all Taxes due and payable, and (z) all judgments against the contrary notwithstanding, at Closing Seller shall quitclaim all of Seller’s right, title and interest in and to the Gathering System without any representations or warranties, express or implied. Seller shall use its commercially reasonable efforts to deliver, or cause to be delivered, to any applicable Title Company such surveys, certificates, acknowledgements or other documents as shall be reasonably required by such Title Company in order for such Title Company to issue Title Policies free of any and all Liens (other than Permitted Encumbrances) and issue customary title endorsementswhich may constitute a Lien.

Title Commitment. No later than twenty Within fifteen (2015) Business Days following days after the execution of this AgreementAgreement by the Seller and the Buyer, the Seller shallshall obtain and deliver to the Buyer, at its own the Seller's cost and expense, provide Buyer with (i) a recent survey of the Real Estate owned by Seller or any of the Companies or any of the Operating Subsidiaries (the “Surveys”), (ii) a recent title policy commitment in favor of the applicable company issued by a nationally recognized title insurance company reasonably acceptable to Buyer and Seller (the “current Commitment for Title Company”) Insurance covering the Real Estate owned by Seller or any of the Companies or any of the Operating Subsidiaries (the “Title Commitment”) and (iii) Property, together with legible copies of all documents instruments and agreements referenced as exceptions to title in therein (hereinafter the Title "Commitment. Seller shall not be obligated to furnish any policy of title insurance "), issued by the Title Company Company. The Buyer shall, within fifteen (15) days after the Buyer receives the Survey, the Commitment, and legible copies of all instruments and agreements referenced in the Commitment, give written notice to the Seller specifying any and each title exception contained in the Commitment or otherwise matters which are revealed or located by the Survey which is objectionable to the Buyer (hereinafter a "Title Defect"), and the Seller shall use its best efforts to cause such Title Defect(s) to be removed or cured prior to the Closing; provided, however, that if any such Title Defect(s) cannot be so removed or cured prior to the Closing Date, then the Buyer shall elect either to: (a) waive each objection to a Title Defect(s) and to proceed with the Buyer's purchase of the Property and accept the Title Defect(s) as a Permitted Encumbrance, as provided in respect Section 5 hereof; or (b) terminate this Agreement and receive an immediate refund from the Seller of the earn▇▇▇ ▇▇▇ey deposit paid by the Buyer pursuant to Section 2(a) hereof. Notwithstanding the foregoing, any monetary lien against the Property which may be discharged or removed by the disbursement of any portion of the Real Estate (a “Title Policy”)purchase price by the Seller at the Closing, shall be so cured, removed, and it shall not be a requirement of or condition to discharged by the Closing that Buyer obtain or be able to obtain any Title Policy or that Buyer have or be able to have Seller at the survey exception in any Title Policy modified in any manner or that any other special endorsements be made to any Title Policy, including any endorsement regarding restrictive covenants. All costs of any Title Policies obtained by Buyer shall be borne by Buyer. Any provision of this Agreement to the contrary notwithstanding, at Closing Seller shall quitclaim all of Seller’s right, title and interest in and to the Gathering System without any representations or warranties, express or implied. Seller shall use its commercially reasonable efforts to deliver, or cause to be delivered, to any applicable Title Company such surveys, certificates, acknowledgements or other documents as shall be reasonably required by such Title Company in order for such Title Company to issue Title Policies free of any and all Liens (other than Permitted Encumbrances) and issue customary title endorsementsClosing.

Title Commitment. No later than twenty (20) Business Days following Seller has, prior to the execution of this AgreementEffective Date, Seller shalldelivered or caused First American Title Insurance Company to deliver to Buyer, at its own cost and expense, provide Buyer with (i) a recent survey of the Real Estate owned by Seller or any of the Companies or any of the Operating Subsidiaries title commitment (the “Surveys”), (ii) a recent title policy commitment in favor of the applicable company issued by a nationally recognized title insurance company reasonably acceptable to Buyer and Seller (the “Title Company”) covering the Real Estate owned by Seller or any of the Companies or any of the Operating Subsidiaries (the “Title Commitment”) with respect to the Property, together with a legible copy of each instrument that is listed as an exception in the Commitment, with the cost thereof to be paid in accordance with Section 7.4 hereof. Buyer shall have five (5) days after the Effective Date to examine same and (iii) copies to notify Seller in writing of all documents referenced as exceptions its objections to title (all items so objected to being hereinafter referred to as the “Objectionable Items”). All matters affecting title to the Property as of the date of the Commitment, except those specifically and timely objected to by Buyer in the Title Commitment. accordance with this Section, shall be deemed approved by Buyer and shall be deemed to be “Permitted Exceptions.” If Buyer timely notifies Seller of any Objectionable Items, Seller may, but shall not be obligated to, cure or remove same; however, Seller agrees to furnish any policy consult with Title Insurer in order to determine which Objectionable Items, if any, Title Insurer is willing to remove, all with no action required on the part of title insurance issued by the Title Company or otherwise Seller. Anything in respect of any portion of the Real Estate (a “Title Policy”), and it shall not be a requirement of or condition to the Closing that Buyer obtain or be able to obtain any Title Policy or that Buyer have or be able to have the survey exception in any Title Policy modified in any manner or that any other special endorsements be made to any Title Policy, including any endorsement regarding restrictive covenants. All costs of any Title Policies obtained by Buyer shall be borne by Buyer. Any provision of this Agreement to the contrary notwithstanding, Seller shall, prior to closing, cure any monetary liens created by Seller. If Seller and/or Title Insurer does cure or remove all such Objectionable Items, Buyer shall have no further right to terminate this Agreement pursuant to this Article except with respect to subsequent matters affecting title and survey as set forth in Section 5.3 herein. Such Objectionable Items shall be deemed cured or removed if Title Insurer issues a revised Commitment to issue, at Closing Closing, an ALTA Owner’s Policy of Title Insurance in the amount of the Purchase Price in favor of Buyer, with such Objectionable Items having been removed as exceptions or insured over by Title Insurer. Seller shall quitclaim notify Buyer, within ten (10) days after Seller’s receipt of Buyer’s notice of Objectionable Items, as to which Objectionable Items Seller and/or Title Insurer are willing or able to cure or remove (“Seller’s Election”); and if no such notice is given within such time period, Seller shall be deemed to have elected not to cure any of the Objectionable Items. If Seller is unwilling or unable to cure some or all of the Objectionable Items, Buyer shall, as its sole and exclusive remedy in such event, make an election in writing (“Buyer’s Election”), within five (5) business days after receipt by Buyer of Seller’s right, Election (or the expiration of the time period for Seller to make Seller’s Election if Seller fails to send notice of Seller’s Election) either: (a) to accept title and interest in and to the Gathering System Property subject to the Objectionable Items which Seller is unwilling or unable to cure (all such items being thereafter included in “Permitted Exceptions”), in which event the obligations of the parties hereunder shall not be affected by reason of such matters, the sale contemplated hereunder shall be consummated without any representations or warrantiesreduction of the Purchase Price, express or impliedand Buyer shall have no further right to terminate this Agreement pursuant to this Article; or (b) to terminate this Agreement in accordance with Article 14 hereof. If Seller has not received Buyer’s Election within such five (5) business day period, Buyer shall be deemed conclusively to have elected to accept title to the Property in accordance with paragraph (a) above. At Closing, Seller shall use its commercially reasonable efforts provide Title Insurer with an Affidavit as to deliverDebts, Liens, Parties in Possession, and GAP Coverage in the form of Exhibit M attached hereto, which form has been approved and accepted by Title Insurer. Under no circumstances shall Seller be obligated to give Title Insurer any certificate, affidavit, or cause other undertaking of any sort which would have the effect of increasing the potential liability of Seller over that which it would have by giving Buyer the Special Warranty Deed required hereunder. Pursuant to the terms of Section 5.4 hereof, Seller’s receipt of Buyer’s Approval Notice shall be deemed to be delivered, Buyer’s approval of the condition of title to any applicable Title Company such surveys, certificates, acknowledgements or other documents as shall be reasonably required by such Title Company in order for such Title Company to issue Title Policies free of any and all Liens (other than Permitted Encumbrances) and issue customary title endorsementsthe Property.

Title Commitment. No Buyer shall be responsible for obtaining, no later than twenty (20) Business Days following the execution of this Agreement, Seller shall, at its own cost and expense, provide Buyer with (i) a recent survey end of the Real Estate owned by Seller or any of the Companies or any of the Operating Subsidiaries (the “Surveys”)Due Diligence Period, (ii) a recent title policy commitment in favor of the applicable company issued by a nationally recognized title insurance company reasonably acceptable to Buyer and Seller (the “Title Company”) covering the Real Estate owned by Seller or any of the Companies or any of the Operating Subsidiaries (the “Title Commitment”) and (iii) copies of all documents referenced as exceptions to title in from the Title Commitment. Seller shall not be obligated Company to furnish any issue at Closing a policy of title insurance issued in a form acceptable to Buyer, which is not conditioned on the performance by any party or third party of any actions other than the express obligations of the parties under this Agreement (the “Commitment”). Seller will provide, at Closing, an affidavit to the Title Company in the form attached hereto as Exhibit J. Buyer shall deliver the Commitment to Seller together with a letter from Buyer to Seller stating that the exceptions to title reflected in the Commitment are approved by Buyer. If Buyer does not provide Seller with the Commitment and such letter prior to the expiration of the Due Diligence Period, the title reflected in the Preliminary Title Report (or any updated title report) shall be deemed unacceptable and disapproved, this Agreement shall terminate and the Deposit, together with all interest thereon, shall be returned to Buyer. Seller shall have no duty to cure, and Buyer shall not be entitled to any offset or credit against the Purchase Price due to, any defect in the title to the Property or any condition or aspect of the Property, to which Buyer may object, except as may be agreed by Seller in writing, in its sole and absolute discretion; provided, however, that Seller shall remove, bond over, or obtain a title endorsement for any liens (“Seller Liens”) that affect the Property and that are not liens for taxes or assessments accruing on or after the Closing and that are not created by, or the result of actions of, Buyer, Molina or any of their respective affiliates, agents, employees or contractors. Any cure that Seller has so agreed to perform or is obligated to perform shall become a condition precedent to Closing in favor of Buyer and shall be cured by the Closing Date. For purposes of this Section 5.1, a “cure” of a title exception means the elimination of such exception from title and shall not include the bonding of, or endorsement over unless such bonding is in an amount and on terms required by the Title Company for elimination of such exception from the Title Policy (as defined in Section 5.3) as reasonably determined by Buyer. If such cure is not accomplished by the Closing Date, Buyer, as its sole and exclusive remedy, may either terminate this Agreement, in which case the Deposit shall be returned to Buyer, or otherwise in respect of any waive such objection and complete the Closing subject to such exception, provided that if Seller refuses to remove a Seller Lien at Closing, Buyer shall have the right to instruct the Title Company, as escrow agent, to apply a portion of the Real Estate (a “Title Policy”), and it shall not be a requirement of or condition Purchase Price sufficient to the Closing that Buyer obtain or be able to obtain any Title Policy or that Buyer have or be able to have the survey exception in any Title Policy modified in any manner or that any other special endorsements be made to any Title Policy, including any endorsement regarding restrictive covenants. All costs of any Title Policies obtained by Buyer shall be borne by Buyer. Any provision of this Agreement to the contrary notwithstanding, discharge such Seller Lien at Closing Seller shall quitclaim all of Seller’s right, title and interest in and to the Gathering System without any representations or warranties, express or implied. Seller shall use its commercially reasonable efforts to deliver, or cause to be delivered, to any applicable Title Company such surveys, certificates, acknowledgements or other documents as shall be reasonably required by such Title Company in order for such Title Company to issue Title Policies free of any and all Liens (other than Permitted Encumbrances) and issue customary title endorsementsClosing.

Title Commitment. No later (a) Prior to the execution and delivery hereof, Seller has caused the Title Company to furnish to Purchaser a preliminary title report or title commitment with an effective date of May 27, 2010 and a draft date of June 10, 2010 (the “Commitment”), by the terms of which the Title Company agrees to issue to Purchaser at Closing an owner’s policy of title insurance (the “Title Policy”) in the amount of the Purchase Price on the ALTA Owner Policy of Title Insurance with extended coverage (subject to the terms of this Section 6.2(a)), Standard Form Rev. 6/17/06 (as amended to date), insuring Purchaser’s fee simple title to the Real Property to be good and indefeasible, subject to the terms of such policy and the exceptions described therein. Notwithstanding anything to the contrary contained in this Section 6.2(a), the Title Policy may except from extended coverage any unrecorded liens or claims (or right to liens or claims) for work, services, labor or materials performed or supplied by, for or on behalf of any Tenants under the Tenant Leases other than twenty work being performed directly by Seller or Seller’s agents for or on behalf of any Tenant (20each lien or claim hereinafter referred to as, a “Tenant Lien Exception”); provided, however, if a Tenant Lien Exception has been filed or recorded in the Official Records prior to the Closing Date, then the terms and conditions of Sections 6.2(b) and (c) shall apply with respect to such Tenant Lien Exception. As a condition to Purchaser’s obligation to close, the Title Company shall deliver the Title Policy to Purchaser at Closing effective as of the date and time of the recording of the Deed, in the amount of the Purchase Price, insuring Purchaser as owner of fee simple title to the Real Property, and subject only to the Permitted Exceptions. Notwithstanding the foregoing, the Title Policy may be delivered after Closing if at the Closing the Title Company issues a currently effective, duly executed “marked up” Commitment and irrevocably commits in writing to issue the Title Policy in the form of the “marked up” Commitment promptly after the Closing Date. (b) Purchaser shall have until the date which is three (3) Business Days following prior to the execution expiration of this Agreementthe Inspection Period to notify Seller, in writing (the “Title Notice”), of such objections as Purchaser may have to anything contained in the Title Commitment or the Existing Survey. In the event Purchaser delivers timely notice of objections to title or to matters shown on the Existing Survey, Seller shall, at shall have two (2) Business Days after receipt of the Title Notice (the “Cure Period”) to notify Purchaser in its own cost sole and expense, provide Buyer with absolute discretion: (i) a recent survey that Seller has removed such objectionable exceptions from title or otherwise obtained affirmative insurance over such objectionable exceptions (and provided reasonable evidence thereof); or (ii) that Seller elects not to cause such exceptions to be removed or to be affirmatively insured over. Notwithstanding anything to the contrary in this Section 6.2, Seller agrees that Seller shall not be permitted to obtain affirmative insurance pursuant to clause (i) for any matters with respect to the Property whatsoever except for Permissible Matters (however, Purchaser acknowledges that Seller is not obligated to remove any such matters and this sentence does not negate Seller’s right to not cure any exceptions objected to by Purchaser pursuant to this Section 6.2). If Seller gives Purchaser notice under clause (ii) above or if Seller fails to give any notice to Purchaser within the two (2) Business Day period, Seller shall be deemed to have elected not to cure such exceptions and Purchaser shall have until the expiration of the Real Estate owned Inspection Period to notify Seller that Purchaser will take title to the Property subject to all uncured exceptions or that Purchaser will terminate this Agreement (failing which, Purchaser shall be deemed to have elected to take title to the Property subject to all uncured exceptions). If this Agreement is terminated by Purchaser pursuant to the foregoing provisions of this paragraph, then neither party shall have any further rights or obligations hereunder (except for the Termination Surviving Obligations) and the Independent Consideration shall be paid to Seller and the ▇▇▇▇▇▇▇ Money Deposit shall be returned to Purchaser upon Purchaser’s compliance with Section 4.5. Notwithstanding anything to the contrary provided in this Section 6.2, to the extent Seller notifies Purchaser in writing under this Section 6.2(b) that Seller shall affirmatively insure over any matter objected to by Purchaser in the Title Notice, then Seller’s obtaining such affirmative insurance shall be a condition to Seller’s obligation to close the transaction contemplated hereunder; provided, however, in no event shall Seller’s failure to obtain such affirmative insurance constitute a default by Seller under this Agreement. (c) Purchaser may, at or any of the Companies or any of the Operating Subsidiaries prior to Closing, notify Seller in writing (the “SurveysGap Notice”)) of any objections to title (i) raised by the Title Company between the expiration of the Inspection Period and the Closing, (ii) a recent title policy commitment not disclosed in favor writing by the Title Company to Purchaser prior to the expiration of the applicable company issued by a nationally recognized title insurance company reasonably acceptable to Buyer and Seller (the “Title Company”) covering the Real Estate owned by Seller or any of the Companies or any of the Operating Subsidiaries (the “Title Commitment”) Inspection Period, and (iii) copies of all documents referenced as exceptions not disclosed in writing by Seller to title in the Title Commitment. Seller shall not be obligated to furnish any policy of title insurance issued by Purchaser and the Title Company prior to the expiration of the Inspection Period (“New Exceptions”); provided that Purchaser must notify Seller of any objection to any such New Exception prior to the date which is the earlier to occur of (x) two (2) Business Days after being made aware of the existence of such New Exception and (y) the Closing Date. If Purchaser fails to deliver to Seller a notice of objections on or before such date, Purchaser will be deemed to have waived any objection to the New Exceptions, and the New Exceptions will be included as Permitted Exceptions subject to the provisions of Section 6.2(e). Seller will have not less than five (5) days from the receipt of Purchaser’s notice (and, if necessary, Seller may extend the Closing Date to provide for such five (5) day period and for two (2) days following such period for Purchaser’s response), within which ▇▇▇▇ ▇▇▇▇▇▇ may, but is under no obligation to, remove or otherwise obtain affirmative insurance over the objectionable New Exceptions except as provided for in respect of any portion Section 6.2(e). If, within the five (5) day period, Seller does not remove or otherwise obtain affirmative insurance over the objectionable New Exceptions (to the extent permitted in Section 6.2(b) above as to Permissible Matters only), then Purchaser may terminate this Agreement upon notice to Seller no later than two (2) days following expiration of the Real Estate five (a “Title Policy”), and it shall not be a requirement of or condition 5) day cure period. If this Agreement is terminated by Purchaser pursuant to the Closing that Buyer obtain foregoing provisions of this paragraph, then neither party shall have any further rights or be able to obtain any Title Policy or that Buyer have or be able to have obligations hereunder (except for the survey exception in any Title Policy modified in any manner or that any other special endorsements be made to any Title Policy, including any endorsement regarding restrictive covenants. All costs of any Title Policies obtained by Buyer Termination Surviving Obligations) and the Independent Consideration shall be borne by Buyerpaid to Seller and the ▇▇▇▇▇▇▇ Money Deposit shall be returned to Purchaser upon Purchaser’s compliance with Section 4.5. Any provision of If Purchaser fails to terminate this Agreement in the manner set forth above, the New Exceptions (except those Seller has removed or otherwise affirmatively insured over (as to the contrary notwithstanding, at Closing Seller shall quitclaim all of Seller’s right, title and interest in and Permissible Matters only) or is obligated by Section 6.2(e) to the Gathering System without any representations or warranties, express or implied. Seller shall use its commercially reasonable efforts to deliver, or cause to remove) will be delivered, to any applicable Title Company such surveys, certificates, acknowledgements or other documents included as shall be reasonably required by such Title Company in order for such Title Company to issue Title Policies free of any and all Liens Permitted Exceptions. (other than d) The term “Permitted Encumbrances) and issue customary title endorsements.Exceptions” means:

Title Commitment. No later than twenty (20) Business Days Promptly following the execution Effective Date, Purchaser shall request that Escrow Agent cause the title to the Property to be examined, and, to arrange for the issuance to Purchaser of this Agreementa written commitment for the issuance to Purchaser of a standard form of owner’s title insurance policy for the Property. If such title examination or commitment shall disclose any liens, encumbrances, restrictions, easements or other title defects, matters or exceptions which render title unmarketable or otherwise prohibit its continued operation as a multifamily project (the “Unacceptable Title Exceptions”), then Seller shall undertake to remedy or eliminate any such Unacceptable Title Exceptions, at the sole cost and expense of Seller, in a manner reasonably satisfactory to Purchaser; provided that Purchaser shall have given Seller written notice of any such Unacceptable Title Exceptions within fifteen (15) calendar days following its receipt of the title commitment (the “Title Examination Period”) which shall remain subject to a title continuation for new matters reflected on any title update as of the date of closing. Notwithstanding the foregoing, Seller shallshall have the obligation, at its own sole cost and expense, provide Buyer with (i) a recent survey of to discharge any and all liens, mortgages, or assessments otherwise affecting the Real Estate owned by Seller Property or any of its ability to convey the Companies or any of the Operating Subsidiaries (the “Surveys”), (ii) a recent title policy commitment in favor of the applicable company issued by a nationally recognized title insurance company reasonably acceptable to Buyer Property and Seller (the “Title Company”) covering the Real Estate owned by Seller or any of the Companies or any of the Operating Subsidiaries (the “Title Commitment”) and (iii) copies of all documents referenced as exceptions to title in the Title Commitment. Seller such shall not be obligated considered Unacceptable Title Exceptions hereunder. If Purchaser shall not deliver the title commitment to furnish Seller of any policy Unacceptable Title Exceptions prior to 6:00 p.m. Eastern Time on the last day of title insurance issued by the Title Company or otherwise in respect of Examination Period, then Purchaser shall be deemed to have waived any portion objections to the condition of the Real Estate (a “Title Policy”), and it shall not be a requirement of or condition title to the Closing that Buyer obtain Property for purposes of this Agreement. If Seller shall be unable to remedy or be able eliminate the Unacceptable Title Exceptions prior to obtain any the scheduled Closing, then at Purchaser's sole election, within fifteen (15) days of receipt of Seller’s notice of its inability to remedy the Unacceptable Title Policy or that Buyer have or be able to Exceptions, Purchaser shall have the survey exception in any right to i) terminate this Agreement and Escrow Agent shall promptly refund to Purchaser the full amount of the Deposit, ii) extend the Closing by such reasonable amount of time reasonably necessary to allow Seller to remedy or eliminate the Unacceptable Title Policy modified in any manner Exceptions, or that any other special endorsements be made iii) the parties shall proceed to any Title Policy, including any endorsement regarding restrictive covenants. All costs of any Title Policies obtained by Buyer shall be borne by Buyer. Any provision Closing pursuant to the terms of this Agreement in accordance with and subject to the contrary notwithstandingterms and conditions hereof, at Closing without an abatement in the Purchase Price for the Property. The failure of Seller to respond in writing to any notice of Purchaser setting forth any Unacceptable Title Exceptions within four (4) business days of its receipt thereof shall quitclaim all of Seller’s right, title and interest in and to the Gathering System without any representations or warranties, express or implied. Seller shall use its commercially reasonable efforts to deliver, or cause be deemed to be delivered, an election by Seller to any applicable undertake to remedy or eliminate such Unacceptable Title Company such surveys, certificates, acknowledgements or other documents as shall be reasonably required by such Title Company in order for such Title Company to issue Title Policies free of any and all Liens (other than Permitted Encumbrances) and issue customary title endorsementsExceptions.

Title Commitment. No later than twenty Seller shall obtain and furnish Purchaser and its counsel a commitment for title insurance (20hereinafter referred to as the “Commitment”), with respect to the Property together with true and legible copies of all items referred to as exceptions in such Commitment within ten (10) Business Days following days after the date of Seller’s execution of this Agreement. The Commitment shall be dated no earlier than this Agreement and shall show title to the Property to be in Seller’s name. Purchaser shall approve or disapprove the exceptions to title prior to the end of the Feasibility Study Period. If Purchaser shall fail to give any notice of objections in writing to Seller prior to the expiration of the Feasibility Study Period, Purchaser shall be deemed to have approved the exceptions to title set forth in the Commitment and shall have waived any objection it may have to the exceptions to title set forth in the Commitment and described or shown on the Survey but not as to matters of title affecting the Property arising or discovered after the effective date of the Commitment not caused by Purchaser and not reflected on the Survey. If Purchaser finds any such exceptions to title set forth in the Commitment to be unacceptable, then Purchaser shall, prior to the expiration of the Feasibility Study Period, notify Seller shallin writing of such fact. Seller may, but shall not have any obligation to, then undertake to eliminate or modify such unacceptable exceptions to the reasonable satisfaction of Purchaser. In the event Seller delivers written notice to Purchaser that it is unwilling or unable to eliminate or modify such unacceptable exceptions to the satisfaction of Purchaser after notice of such unacceptable items, Purchaser may, at its own cost and expenseoption, provide Buyer terminate this Agreement by written notice to Seller, or Purchaser may accept title to the Property in the condition set forth in the Commitment, with (i) a recent survey the elimination of such unacceptable matters as have been obtained, provided that in such event no adjustment shall be made to the purchase price. If Purchaser proceeds to close the purchase of the Real Estate owned by Seller or any of the Companies or any of the Operating Subsidiaries (the “Surveys”)Property, (ii) a recent title policy commitment in favor of the applicable company issued by a nationally recognized title insurance company reasonably acceptable to Buyer and Seller (the “Title Company”) covering the Real Estate owned by Seller or any of the Companies or any of the Operating Subsidiaries (the “Title Commitment”) and (iii) copies of then all documents referenced matters shown as exceptions to Seller’s title in the Title Commitment. Seller shall not be obligated to furnish any policy of title insurance issued by the Title Company or otherwise in respect of any portion of the Real Estate (a “Title Policy”), and it shall not be a requirement of or condition to the Closing that Buyer obtain or be able to obtain any Title Policy or that Buyer have or be able to have the survey exception in any Title Policy modified in any manner or that any other special endorsements be made to any Title Policy, including any endorsement regarding restrictive covenants. All costs of any Title Policies obtained by Buyer shall be borne by Buyer. Any provision of this Agreement to the contrary notwithstanding, at Closing Seller shall quitclaim all of Seller’s right, title and interest in and to the Gathering System without any representations or warranties, express or implied. Seller shall use its commercially reasonable efforts to deliver, or cause to be delivered, to any applicable Title Company such surveys, certificates, acknowledgements or other documents as shall be reasonably required by such Title Company in order for such Title Company to issue Title Policies free of any and all Liens Commitment (other than ones that have been objected to by Purchaser and have been cured by Seller), shall be Permitted Encumbrances) and issue customary title endorsementsExceptions.

Title Commitment. No later than twenty (20a) Business Days following Seller shall convey good and indefeasible title to the execution of this AgreementProperty to Purchaser at Closing, Seller shall, at its own cost and expense, provide Buyer with (i) a recent survey of the Real Estate owned by Seller or any of the Companies or any of the Operating Subsidiaries (subject only to the “Surveys”Permitted Encumbrances” (as defined below). During the Inspection Period, Purchaser shall request and obtain from ▇▇▇▇▇▇▇ Title Guaranty Company (ii) a recent title policy commitment in favor of the applicable company issued by a nationally recognized title insurance company reasonably acceptable to Buyer and Seller (the “Title Company”) covering the Real Estate owned a commitment for a standard Owner's Policy of Title Insurance issued by Seller or any of the Companies or any of the Operating Subsidiaries Title Company (the “Title Commitment”), insuring good and indefeasible fee simple title to the Land, together with copies of all exceptions listed therein. Purchaser shall have until the date which is seven (7) days prior to Closing to deliver to Seller written notice of Purchaser’s objections to title (the “Title Objection Letter”). Seller shall have the right, but not the obligation, to cure Purchaser’s objections to title; subject, however, to Seller’s obligation (hereby confirmed) to remove all “Mortgages” and “Monetary Liens” (each as defined below) by Closing, as further described in Section 3.1.3(b) below, whether or not Purchaser objects thereto. Seller shall notify Purchaser in writing within two (2) days following Seller’s receipt of the Title Objection Letter concerning which title objections, if any, Seller has agreed to cure. In the event that Seller does not undertake to cure all of the objections in the Title Objection Letter to Purchaser’s reasonable satisfaction (or does not timely respond to the Title Objection Letter), then Purchaser shall have the right to either (i) waive any such title objection in writing and proceed to Closing (in which event such waived title objection shall be deemed to be a “Permitted Encumbrance”, as defined below), or (ii) terminate this Agreement upon written notice to Seller, in which event neither party shall have any further obligation hereunder except for the Surviving Obligations. All exceptions set forth in the Title Commitment which are not objected to by Purchaser (including matters initially objected to by Purchaser which objections are subsequently waived in writing) are herein collectively called the “Permitted Encumbrances”. (b) In the event that any update to the Title Commitment indicates the existence of any liens, encumbrances or other defects or exceptions (the “Unacceptable Encumbrances”) which are not shown in the initial Title Commitment and that are unacceptable to Purchaser, in its reasonable discretion, Purchaser shall within three (3) days after receipt of any such update to the Title Commitment notify Seller in writing of its objection to any such Unacceptable Encumbrance (the “Unacceptable Encumbrance Notice”). Notwithstanding anything to the contrary contained herein, Seller shall have no obligation to take any steps or bring any action or proceeding or otherwise to incur any expense whatsoever to eliminate or modify any of the Unacceptable Encumbrances; provided, however, that Seller shall, prior to Closing, eliminate by paying, bonding around or otherwise discharging (i) any Unacceptable Encumbrances that arise as a result of Seller’s intentional acts, (ii) any mortgages or deeds to secure debt that appear on the Title Commitment (the “Mortgages”), and (iii) copies all mechanics, judgment, tax and other monetary liens and encumbrances of liquidated amounts (excluding, however, current, non-delinquent taxes and assessments) affecting the Property which were voluntarily caused or created by, through or under Seller (collectively, the “Monetary Liens”). In the event Seller is unable, unwilling or for any reason fails to eliminate or modify all documents referenced as exceptions of the Unacceptable Encumbrances to title the reasonable satisfaction of Purchaser (other than the Unacceptable Encumbrances, Mortgages and Monetary Liens required to be removed by Seller in accordance with the Title Commitment. preceding sentence), Purchaser may terminate this Agreement by delivering notice thereof in writing to Seller shall not be obligated to furnish any policy of title insurance issued by the Title Company or otherwise in respect of any portion of the Real Estate (Closing Date. Upon a “Title Policy”), and it shall not be a requirement of or condition to the Closing that Buyer obtain or be able to obtain any Title Policy or that Buyer have or be able to have the survey exception in any Title Policy modified in any manner or that any other special endorsements be made to any Title Policy, including any endorsement regarding restrictive covenants. All costs of any Title Policies obtained by Buyer shall be borne by Buyer. Any provision termination of this Agreement pursuant to the contrary notwithstandingimmediately preceding sentence, at Closing Seller upon prior written notice to Seller, neither party shall quitclaim all of Seller’s right, title and interest in and to have any further obligation hereunder except for the Gathering System without any representations or warranties, express or implied. Seller shall use its commercially reasonable efforts to deliver, or cause to be delivered, to any applicable Title Company such surveys, certificates, acknowledgements or other documents as shall be reasonably required by such Title Company in order for such Title Company to issue Title Policies free of any and all Liens (other than Permitted Encumbrances) and issue customary title endorsementsSurviving Obligations.

Title Commitment. No Buyer shall be responsible for obtaining, no later than twenty (20) Business Days following the execution of this Agreement, Seller shall, at its own cost and expense, provide Buyer with (i) a recent survey end of the Real Estate owned by Seller or any of the Companies or any of the Operating Subsidiaries (the “Surveys”)Due Diligence Period, (ii) a recent title policy commitment in favor of the applicable company issued by a nationally recognized title insurance company reasonably acceptable to Buyer and Seller (the “Title Company”) covering the Real Estate owned by Seller or any of the Companies or any of the Operating Subsidiaries (the “Title Commitment”) and (iii) copies of all documents referenced as exceptions to title in from the Title Commitment. Seller shall not be obligated Company to furnish any issue at Closing a policy of title insurance issued in a form acceptable to Buyer, which is not conditioned on the performance by any party or third party of any actions other than the express obligations of the parties under this Agreement (the “Commitment”). Seller will provide, at Closing, an affidavit to the Title Company in the form attached hereto as Exhibit J. Buyer shall deliver the Commitment to Seller together with a letter from Buyer to Seller stating that the exceptions to title reflected in the Commitment are approved by Buyer. If Buyer does not provide Seller with the Commitment and such letter prior to the expiration of the Due Diligence Period, the title reflected in the Preliminary Title Report (or any updated title report) shall be deemed unacceptable and disapproved, this Agreement shall terminate and the Deposit, together with all interest thereon, shall be returned to Buyer. Seller shall have no duty to cure, and Buyer shall not be entitled to any offset or credit against the Purchase Price due to, any defect in the title to the Property or any condition or aspect of the Property, to which Buyer may object, except as may be agreed by Seller in writing, in its sole and absolute discretion; provided, however, that Seller shall remove, bond over, or obtain a title endorsement for any liens (“Seller Liens”) that affect the Property and that are not liens for taxes or assessments accruing on or after the Closing and that are not created by, or the result of actions of, Buyer, ▇▇▇▇▇▇ or any of their respective affiliates, agents, employees or contractors. Any cure that Seller has so agreed to perform or is obligated to perform shall become a condition precedent to Closing in favor of Buyer and shall be cured by the Closing Date. For purposes of this Section 5.1, a “cure” of a title exception means the elimination of such exception from title and shall not include the bonding of, or endorsement over unless such bonding is in an amount and on terms required by the Title Company for elimination of such exception from the Title Policy (as defined in Section 5.3) as reasonably determined by Buyer. If such cure is not accomplished by the Closing Date, Buyer, as its sole and exclusive remedy, may either terminate this Agreement, in which case the Deposit shall be returned to Buyer, or otherwise in respect of any waive such objection and complete the Closing subject to such exception, provided that if Seller refuses to remove a Seller Lien at Closing, Buyer shall have the right to instruct the Title Company, as escrow agent, to apply a portion of the Real Estate (a “Title Policy”), and it shall not be a requirement of or condition Purchase Price sufficient to the Closing that Buyer obtain or be able to obtain any Title Policy or that Buyer have or be able to have the survey exception in any Title Policy modified in any manner or that any other special endorsements be made to any Title Policy, including any endorsement regarding restrictive covenants. All costs of any Title Policies obtained by Buyer shall be borne by Buyer. Any provision of this Agreement to the contrary notwithstanding, discharge such Seller Lien at Closing Seller shall quitclaim all of Seller’s right, title and interest in and to the Gathering System without any representations or warranties, express or implied. Seller shall use its commercially reasonable efforts to deliver, or cause to be delivered, to any applicable Title Company such surveys, certificates, acknowledgements or other documents as shall be reasonably required by such Title Company in order for such Title Company to issue Title Policies free of any and all Liens (other than Permitted Encumbrances) and issue customary title endorsementsClosing.

Title Commitment. No later than twenty (20) Business Days following the execution of this Agreement, Seller shall, at its own not later than ten (10) days before closing of this Contract, cause to be furnished to Buyer a current commitment to issue the Owner's Policy (the "Title Commitment"), the cost of said commitment shall be paid by Buyer and expense, provide Buyer with (i) a recent survey of the Real Estate owned reimbursed by Seller or any of the Companies or any of the Operating Subsidiaries (the “Surveys”)at Closing, (ii) issued through a recent title policy commitment in favor of the applicable company issued by a nationally recognized title insurance company reasonably acceptable to Buyer and Seller authorized to issue title insurance in Kansas located (the “"Title Company”) covering the Real Estate owned by Seller or any of the Companies or any of the Operating Subsidiaries (the “Title Commitment”) "), together with complete and (iii) legible copies of all documents referenced as and instruments, including plats and surveys (the "Exceptions Documents") creating exceptions to title in the Title Commitment. Buyer shall have until ten (10) days after receipt of the Title Commitment, Exception Documents, and the Survey (the "Review Period") in which to notify Seller in writing of any objections Buyer has to any matters shown or referred to in the Title Commitment. Any matters which are set forth in the Title Commitment and to which Buyer does not object within the Review Period shall be deemed to be permitted exceptions to the status of Seller's title (the "Permitted Exceptions"). Within fifteen (15) days after receipt of Buyer's objections, (the "Cure Period") Seller shall not be obligated either: (i) cure all such matters objected to furnish any policy of title insurance issued by Buyer and notify Buyer in writing that the same have been cured; or (ii) provide such evidence as is reasonably satisfactory to Buyer and the Title Company that all such matters will be cured on or otherwise before the Closing in respect of any portion order that the Title Company may, as of the Real Estate (a “Title Policy”)Closing, and it shall not be a requirement of or condition issue the Owner's Policy subject only to the Closing Permitted Exceptions; or (iii) notify Buyer in writing that Seller elects not to cure one or more of the matters objected to by Buyer. In the event Seller elects not to cure Buyer's title objections and notifies Buyer obtain that the same have been cured or provide evidence reasonably satisfactory to Buyer and the Title Company that Buyer's title objections will be able to obtain any Title Policy cured on or that before the Closing, then Buyer have or be able to shall have the survey exception right to terminate this Contract by giving Seller written notice of termination at any time after expiration of the Cure Period and prior to the Closing. In the event Buyer terminates this Contract in any Title Policy modified accordance with this paragraph 8, the ▇▇▇▇▇▇▇ Money will be returned to Buyer and the parties shall be relieved of their respective rights and obligations set forth in any manner or that any other special endorsements be made to any Title Policythis Contract. In the event Buyer does not terminate this Contract during said ten (10) day period, including any endorsement regarding restrictive covenants. All costs of any Title Policies obtained by Buyer shall be borne by Buyer. Any provision of this Agreement deemed to have elected to waive its title objections and accept title subject to the contrary notwithstanding, at Closing Seller shall quitclaim all of matter reflected in the Title Commitment and not cured by Seller’s right, title and interest in and to the Gathering System without any representations or warranties, express or implied. Seller shall use its commercially reasonable efforts to deliver, or cause to be delivered, to any applicable Title Company such surveys, certificates, acknowledgements or other documents as shall be reasonably required by such Title Company in order for such Title Company to issue Title Policies free of any and all Liens (other than Permitted Encumbrances) and issue customary title endorsements.

Title Commitment. No later than twenty Within ten five (20105) Business Days following after the execution of this AgreementEffective Date, Seller shallshall deliver request from the Title Company a the title commitment for the Property (the "Seller's Title Commitment"), specifying Seller as the record owner of the Property, showing Purchaser as the prospective named insured, in the amount of the Property Purchase Price, showing the status of title of the Property and listing all exceptions (including, but not limited to, easements, restrictions, rights-of- way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property) which would appear in the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to therein. Within five business days after receipt of the title commitment and related documents by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at its own cost and expense, provide Buyer with closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period (the "Review Period") ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last of (i) a recent survey of the Real Estate owned by Seller or any of the Companies or any of the Operating Subsidiaries (the “Surveys”), Title Commitment; and (ii) a recent title policy commitment in favor of the applicable company issued by a nationally recognized title insurance company reasonably acceptable to Buyer and Seller (the “Title Company”) covering the Real Estate owned by Seller or any of the Companies or any of the Operating Subsidiaries (the “Title Commitment”) and (iii) true, legible copies of all documents referenced as exceptions instruments referred to title in the Title Commitment, in which to notify Seller of any objections Purchaser has to any matters shown or referred to in the Title Commitment (“Objection Notice”). Any exception to which Purchaser does not object shall be considered a "Permitted Exception". In the event Purchaser timely provides Seller an Objection Notice, Seller shall have the right, but not the obligation, at its sole cost, to eliminate or modify such unacceptable exceptions or conditions and give Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions thereof within ten (10) days following delivery of the Objection Notice (“Seller’s Cure Period”). In the event Seller is unable or unwilling to eliminate or modify such unacceptable exceptions or conditions to the satisfaction of Purchaser within Seller's Cure Period, then in that event Seller or Purchaser may terminate this Contract by providing written notice to Seller the other party at any time at or prior to the expiration of the Inspection Period, in which event this Contract shall terminate and the parties hereto shall have no further obligations one to the other. In the event Purchaser fails to timely terminate the Contract as aforesaid, Purchaser shall be deemed to have elected to waive any such unacceptable conditions and exceptions and proceed to Closing. Seller shall not have no obligation to remove or cure title objections, except for (1) liens of an ascertainable amount created by Seller (including any financing which encumbers the Property), which liens Seller shall cause to be obligated to furnish any policy of title insurance issued released at the Closing or affirmatively insured over by the Title Company Escrow Agent, as title insurer, (2) any exceptions or otherwise in respect of any portion of encumbrances to title which are created by Seller after the Real Estate (a “Title Policy”), and it shall not be a requirement of or condition to the Closing that Buyer obtain or be able to obtain any Title Policy or that Buyer have or be able to have the survey exception in any Title Policy modified in any manner or that any other special endorsements be made to any Title Policy, including any endorsement regarding restrictive covenants. All costs of any Title Policies obtained by Buyer shall be borne by Buyer. Any provision date of this Agreement to without Purchaser’s consent, and (3) non-consensual liens not exceeding $25,000 in the contrary notwithstandingaggregate, at Closing which liens Seller shall quitclaim all of Seller’s right, title and interest in and to the Gathering System without any representations or warranties, express or implied. Seller shall use its commercially reasonable efforts to deliver, or cause to be delivered, to any applicable Title Company such surveys, certificates, acknowledgements released at the Closing or other documents affirmatively insured over by the Escrow Agent as shall be reasonably required by such Title Company in order for such Title Company to issue Title Policies free of any and all Liens (other than Permitted Encumbrances) and issue customary title endorsementsinsurer.

Title Commitment. No (a) Purchaser shall obtain no later than twenty thirty (2030) Business Days following days after the execution of this Agreement, Seller shall, at its own cost and expense, provide Buyer with Effective Date (i) a recent survey of the Real Estate owned by Seller or any of the Companies or any of the Operating Subsidiaries (the “Surveys”), (ii) a recent title policy commitment in favor of the applicable company issued by a nationally recognized title insurance company reasonably acceptable to Buyer and Seller (the “Title Company”) covering the Real Estate owned by Seller or any of the Companies or any of the Operating Subsidiaries commitment (the “Title Commitment”) provided by Escrow Agent agreeing to issue to Purchaser, upon Closing, an ALTA owner’s title insurance policy (the “Owner’s Title Policy”) in the amount of the Purchase Price, insuring title to the real property in accordance with the provisions of this Agreement, subject only to existing title exceptions and other liens, encumbrances or exceptions that are approved by Purchaser, and those which shall be discharged by Seller at, or before, Closing, (ii) a current ALTA/NSPS survey of the Property (the “Survey”), at Purchaser’s sole discretion, and (iii) copies UCC, tax lien, bankruptcy and judgment searches for the Seller (collectively, the “Searches”), at Purchaser’s sole discretion. (b) Purchaser has until the expiration of all documents referenced as exceptions the Due Diligence Period to title object in writing to any issue or condition not acceptable to Purchaser. Purchaser’s failure to object in writing to any such issue or condition prior to the Title Commitmentexpiration of the Due Diligence Period shall be deemed a waiver by Purchaser of its ability to terminate this Agreement pursuant to the Due Diligence Contingency. If any objection is made, Seller may, but has no obligation to, endeavor to correct such issue or condition; provided, that if such issue or condition is a valid monetary tax lien, judgment, or valid mechanic’s lien, such lien or judgment shall be paid by Seller prior to Closing or out of Seller’s proceeds at Closing, at Seller’s discretion, and in either case, no additional cure shall be necessary. Seller shall notify Purchaser of its election to endeavor to correct any such condition within ten (10) Business Days of Seller’s receipt of Purchaser’s written objections. If Seller elects to correct such condition, Seller shall have thirty (30) days in which to exercise its best efforts to attempt to correct such condition (except for monetary liens which can be paid out of Seller’s proceeds at Closing, for which no additional cure shall be necessary) and the Closing Date shall be extended as necessary to permit such correction. If all such issues and conditions cannot be obligated corrected within the thirty (30) day period, despite Seller’s best efforts, or if Seller does not elect to furnish endeavor to correct such issues or conditions, Purchaser may terminate this Agreement or accept such issue or condition and close without any policy reduction in the Purchase Price except for liens or encumbrances of title insurance issued a definite or ascertainable amount which may be paid from the Purchase Price on or before Closing. Any restrictions, liens, encumbrances, easements, rights of way and other matters which are waived or are not objected to by Purchaser in the manner provided in this Section 5.1(b) shall be deemed “Permitted Exceptions”. (c) Purchaser may from time to time update the effective date of the Title Company Commitment or otherwise in respect examination. If such update discloses any unpermitted or unacceptable title exceptions affecting title to the Property which first appeared of any portion record subsequent to the effective date of the Real Estate such previous Title Commitment or examination (a “Title PolicyNew Objections”), then Purchaser shall notify Seller thereof, and it Seller, in Seller’s sole discretion and at Seller’s sole cost and expense, may cure all New Objections. The New Objections shall not be a requirement cured within thirty (30) days from the date of or condition to such notice, and the Closing that Buyer obtain Date shall be extended, if necessary, to permit Seller such thirty (30) day period to cure. If Seller cannot or be able chooses not to obtain any Title Policy or that Buyer have or be able to cure all of the New Objections, then Purchaser shall have the survey exception in any Title Policy modified in any manner or that any other special endorsements be made right and option (a) to any Title Policy, including any endorsement regarding restrictive covenants. All costs of any Title Policies obtained by Buyer shall be borne by Buyer. Any provision of terminate this Agreement by giving written notice of such termination to Seller or (b) to acquire the contrary notwithstanding, at Closing Seller shall quitclaim all of Seller’s right, title and interest in and Property subject to the Gathering System without any representations or warranties, express or implied. Seller shall use its commercially reasonable efforts to deliver, or cause to be delivered, to any applicable Title Company such surveys, certificates, acknowledgements or other documents as shall be reasonably required by such Title Company in order for such Title Company to issue Title Policies free of any and all Liens (other than Permitted Encumbrances) and issue customary title endorsementsNew Objections.

Title Commitment. No Not later than twenty sixty (2060) Business Days following days after the execution Purchaser's request with respect to each Real Property parcel, and provided that the legal description of this Agreementthe parcel has been adequately identified, Seller shall, at its own cost and expense, provide Buyer with (i) a recent survey Owner shall furnish Purchaser the commitment of the Title Insurer to issue an ALTA Form B Owner's Policy of title insurance covering each parcel of the Real Estate owned by Seller or any of the Companies or any of the Operating Subsidiaries Property (the “Surveys”individually "Title Commitment"), (ii) a recent title policy commitment in favor of the applicable company issued by a nationally recognized title insurance company reasonably acceptable to Buyer and Seller (the “Title Company”) covering the Real Estate owned by Seller or any of the Companies or any of the Operating Subsidiaries (the “Title Commitment”) and (iii) together with legible copies of all documents referenced appearing as exceptions to title insurance coverage in the case of each parcel of Real Property. Not later than ninety (90) days after receipt of each Title Commitment, Purchaser shall notify Owner in writing of those exceptions set forth on Schedule B to each Title Commitment which Purchaser will not accept as permitted exceptions to title. Seller Any item on Schedule B to each Title Commitment or any state of facts shown on any survey to which Purchaser does not object within such ninety (90) days shall not be obligated become permitted exceptions to furnish title (the "Permitted Exceptions"). Mortgages, deeds of trust, mechanics' liens, tax liens, and judgment liens affecting any policy of title insurance issued by the Title Company or otherwise in respect of any portion parcel comprising part of the Real Estate Property are not Permitted Exceptions (a “Title Policy”regardless of whether specifically objected to by Purchaser or not) and must therefore be cleared by Owner at or prior to each parcel's respective Conveyance Date. If Purchaser timely disapproves of certain other exception(s), Owner shall have the right to cure any disapproved items within thirty (30) days of Owner's receipt of Purchaser's objection. Owner shall notify Purchaser of its election in writing within five (5) days after receipt of Purchaser's notice. If Owner elects not to cure such disapproved items, or elects to cure and it shall not be a requirement fails to do so, Purchaser may elect, on or before the Conveyance Date to any parcel of or condition the Real Property which is the subject of Purchaser's notice, to either (i) terminate this Contract, to the Closing extent of that Buyer obtain or be able to obtain any Title Policy or that Buyer have or be able to have the survey exception specifically affected parcel of Real Property, in any Title Policy modified in any manner or that any other special endorsements be made to any Title Policy, including any endorsement regarding restrictive covenants. All costs of any Title Policies obtained by Buyer which event Purchaser shall be borne entitled to Liquidated Damages, or (ii) accept title such as Owner is willing to convey, with the further right to deduct from the next installment of the cash portion Purchase Price the cost of removing such objections, provided such objection is of a nature where removal is possible by Buyerpayment of a predetermined liquidated amount. If that is not the case, Purchaser may still accept such title as Seller can convey, but no adjustment to the Purchase Price would be granted to Purchaser; or (iii) select, in cooperation with Seller/Owner, an alternate parcel at such Seller Resort in accordance with the provisions of the definition of Real Property as well as Article XIII hereof. Any provision objection arising after Purchaser's notice to Seller or Owner pursuant to this Section may be referred to Owner for disposition as set forth herein, regardless of this Agreement when (after Purchaser's initial notice) such objection arises, up to and at Conveyance Date for the contrary notwithstanding, at Closing Seller shall quitclaim all of Seller’s right, title and interest in and to the Gathering System without any representations or warranties, express or implied. Seller shall use its commercially reasonable efforts to deliver, or cause to be delivered, to any applicable Title Company such surveys, certificates, acknowledgements or other documents as shall be reasonably required by such Title Company in order for such Title Company to issue Title Policies free of any and all Liens (other than Permitted Encumbrances) and issue customary title endorsementssubject parcel.

Title Commitment. No later than twenty (20) Business Days following Seller has contemporaneously or heretofore delivered to Purchaser the execution Title Commitment issued through the Title Company and setting forth the state of this Agreementtitle to the Property, Seller shalland all exceptions to coverage which would appear in the Title Policy, together with copies of all instruments identified in the Title Commitment as exceptions to title. Purchaser, at its own sole cost and expense, provide Buyer with (i) a recent survey may cause the Title Commitment to be updated before any scheduled Closing hereunder. If after receipt of the Real Estate owned by Seller original or any an updated Title Commitment, together with copies of the Companies instruments referred to therein as exceptions, Purchaser determines that any matter disclosed by the original or any an updated Title Commitment which has not previously been approved by Purchaser (or deemed approved by Purchaser failing to timely make objection thereto) is unacceptable to Purchaser in its reasonable business judgment, Purchaser shall so notify Seller in writing specifying such objectionable matters on or before five (5) days after the date Purchaser actually receives a copy of such original or updated Title Commitment, together with copies of the Operating Subsidiaries instruments referenced therein. Seller shall have a period of ten (10) days following the “Surveys”)receipt of such notice from Purchaser to cure such defect (provided that, (ii) a recent title policy commitment subject to the provisions provided in favor of the applicable company issued by a nationally recognized title insurance company reasonably acceptable to Buyer and Seller (the “Title Company”) covering the Real Estate owned by Seller or any of the Companies or any of the Operating Subsidiaries (the “Title Commitment”) and (iii) copies of all documents referenced as exceptions to title in the Title Commitment. this paragraph, Seller shall not be obligated to furnish cure any policy such title defect, and, in the event the defect is cured, the date of title insurance issued all subsequent Closing(s) set forth in the Take Down Schedule will be extended for a period of time equal to the period of time, if any, such original Closing was delayed). If (i) Seller is unable or unwilling to cure such defects within the ten (10)-day period or (ii) Seller gives written notice to Purchaser that it is unwilling or unable to cure Purchaser's objection, Purchaser may, as Purchaser's sole and exclusive remedies, either (a) terminate this Contract within five (5) days after expiration of such ten (10)-day period or receipt of Seller's notice to Purchaser (as the case may be) as to all Lots Purchaser has not acquired (in which case neither party shall have any further obligations hereunder except as otherwise provided herein), (b) maintain this Contract in effect with the obligation to purchase all Lots at the subsequent Closing(s) subject to such defects not cured by Seller which will be included in the Title Company definition of Permitted Exceptions and with a mutually acceptable reduction in the Lot Purchase Price or, (c) maintain this Contract in effect and remove any Lots with uncured and unacceptable defects. If Purchaser fails to notify Seller of such election within the prescribed five (5)-day period, Purchaser shall be deemed to have selected alternative (b) with the effect that Purchaser has waived its right to terminate this Contract. Notwithstanding any provision hereof to the contrary, Seller shall be responsible for (and cure) all liens, security interests, or otherwise in respect of any portion similar encumbrances securing indebtedness imposed on the Property by Seller (the "Monetary Liens"), all mechanics and materialmen's liens encumbering the Property due to Seller's acts or omissions (unless such matters result from the actions of (a) Purchaser, (b) Purchaser's employees, agents, or representatives or (c) Purchaser's contractors and/or subcontractors), all liens for taxes and other unpaid assessments which are due and payable as of the Real Estate applicable Closing (a “Title Policy”)subject to the applicable proration provision contained herein) and all other liens related to Seller's development of the Property (unless such matters result from an action of Purchaser) and cause all such Monetary Liens to be released or insured against as of the Closing of the particular Lots, and it shall not be a requirement of or condition necessary for Purchaser to make formal objection to the Closing that Buyer obtain or be able to obtain any Title Policy or that Buyer have or be able to have the survey exception in any Title Policy modified in any manner or that any other special endorsements be made to any Title Policy, including any endorsement regarding restrictive covenants. All costs existence of any Title Policies obtained by Buyer shall be borne by Buyer. Any provision of this Agreement to the contrary notwithstanding, at Closing Seller shall quitclaim all of Seller’s right, title and interest in and to the Gathering System without any representations or warranties, express or implied. Seller shall use its commercially reasonable efforts to deliver, or cause to be delivered, to any applicable Title Company such surveys, certificates, acknowledgements or other documents as shall be reasonably required by such Title Company in order for such Title Company to issue Title Policies free of any and all Liens (other than Permitted Encumbrances) and issue customary title endorsementsliens.

Title Commitment. No later than twenty Within five (205) Business Days following days after the execution of this Agreement, Seller shall, at its own cost and expense, provide Buyer with (i) a recent survey shall order commitments for owner’s policies of the Real Estate owned by Seller or any of the Companies or any of the Operating Subsidiaries (the “Surveys”), (ii) a recent title policy commitment in favor of the applicable company issued by a nationally recognized title insurance company reasonably acceptable to Buyer and Seller (the “Title Company”) covering the Real Estate owned by Seller or any of the Companies or any of the Operating Subsidiaries (the “Title Commitment”) issued by the Title Insurer covering fee simple title to the Property, in which the Title Insurer shall agree to insure, in such amount as Buyer deems adequate, merchantable title to such interests free from the Schedule B standard printed exceptions (to the extent Buyer complies with the necessary requirements to remove them such as obtaining an appropriate ALTA survey) and all other exceptions except for (i) exceptions which, under applicable state rules and regulations, cannot be deleted or modified and (ii) Permitted Exceptions, with such endorsements as Buyer shall reasonably require and with insurance coverage over any “gap” period. Such Title Commitments shall have attached thereto complete, legible copies of all instruments noted as exceptions therein, and shall be delivered promptly to Buyer upon receipt by Seller. Buyer shall furnish Seller with a copy of the title commitment and attachments, and all subsequent revisions thereof, promptly upon receipt of same. Seller will provide Buyer with copies of any existing boundary surveys for the Property. Buyer may order one or more boundary surveys for the Property (the “Survey”) prepared by a registered land surveyor or surveyors satisfactory to Buyer. If (i) any update to the Title Commitments reflect any exceptions to title other than Permitted Liens which are not acceptable to Buyer in Buyer’s sole discretion, or (ii) the Survey to be obtained by Buyer pursuant to this Section discloses anything not acceptable to Buyer in Buyer’s sole discretion, or (iii) at any time prior to the Closing, title to Seller’s interests in the Property is encumbered by any exception to title other than Permitted Liens, which was not on the initial Title Commitment for the Property and is not acceptable to Buyer in Buyer’s sole discretion (any such exception or unacceptable statement of fact being referred to herein as a “Title Defect”), then Buyer shall, on or before the earlier of five (5) days before the end of the Due Diligence Period or ten (10) days following receipt of such Title Commitment, as the case may be, give Seller written notice of such Title Defect (the “Title Notice”). Such Title Notice shall include a copy of the relevant Title Commitment and copies of all documents referenced as exceptions the exceptions. Any exception to title that is (x) disclosed in the Title Commitment, or (y) identified on a Survey, which, in either case, is not identified as a Title Defect in the Title Notice, shall be deemed to be a “Permitted Exception” for purposes of this Agreement. Seller shall not be obligated shall, within ten (10) days after receipt of any such Title Notice, notify Buyer whether Seller will take the action necessary to furnish any policy of title insurance issued by remove the Title Company Defects. On or otherwise in respect before the Closing, Seller shall provide Buyer with reasonable evidence of any removal of the items it notifies Buyer that it will cure (the “Agreed Upon Title Defects”). Notwithstanding anything contained herein to the contrary, the following items (the “Required Cure Items”) must be cured prior to or at Closing (with Seller having the right to apply the portion of the Real Estate Purchase Price allocated to either such party pursuant to Section 2.3 hereof, or a portion thereof, for such purpose): (a “Title Policy”)w) all mechanics’, materialmen’s, repairmen’s, contractors’ or other similar Liens which encumber the Property as of the Effective Date created by, through or under Seller or which may be filed against the Property after the Effective Date created by, through or under Seller and it shall not be a requirement of on or condition prior to the Closing that Buyer obtain or be able to obtain any Title Policy or that Buyer have or be able to have Date (x) all mortgages, security deeds, and other security instruments, (y) all Taxes due and payable, and (z) all judgments against the survey exception in any Title Policy modified in any manner or that any other special endorsements be made to any Title Policy, including any endorsement regarding restrictive covenants. All costs of any Title Policies obtained by Buyer shall be borne by Buyer. Any provision of this Agreement to the contrary notwithstanding, at Closing Seller shall quitclaim all of Seller’s right, title and interest in and to the Gathering System without any representations or warranties, express or implied. Seller shall use its commercially reasonable efforts to deliver, or cause to be delivered, to any applicable Title Company such surveys, certificates, acknowledgements or other documents as shall be reasonably required by such Title Company in order for such Title Company to issue Title Policies free of any and all Liens (other than Permitted Encumbrances) and issue customary title endorsementswhich may constitute a Lien.