Common use of Title Objections Clause in Contracts

Title Objections. Buyer shall have 30 days from the Binding Agreement date in which to furnish Seller with a written statement of any title objections, UCC-1 or UCC-2 Financing Statements, and encroachments, and other facts affecting the marketability of the Property as revealed by a current title examination and survey. Seller shall have 14 days from the receipt of such objections (the "Title Cure Period") to cure all valid title objections. Seller shall satisfy any existing liens or monetary encumbrances identified by Buyer as Title Objections which may be satisfied by the payment of a sum certain prior to Closing. Except for Seller's obligations in the preceding sentence, if Seller fails to cure any other valid title objections of Buyer within the Title Cure Period (and fails to provide Buyer with evidence of Seller's cure satisfactory to Buyer and to the Title Company), then within five days of the expiration of the Title Cure Period, Buyer may as Buyer's sole remedies: (1) rescind the transaction contemplated hereby, in which case Buyer shall be entitled to the return of Buyer's ▇▇▇▇▇▇▇ Money; (2) waive any such objections and elect to close the transaction contemplated hereby irrespective of such title objections and without reduction of the Purchase Price; or (3) extend the Closing Date for a period of up to fifteen days to allow Seller further time to cure such valid title objections. Failure to act in a timely manner under this paragraph shall constitute a waiver of Buyer's rights hereunder. Buyer shall have the right to re-examine title prior to Closing and notify Seller at Closing of any title objections which appear of record after the date of Buyer's initial title examination and before Closing.

Title Objections. Buyer 4.1 Purchaser shall have 30 give written notice to Sellers within ten (10) business days from the Binding Agreement date in which to furnish Seller with a written statement of any title objections, UCC-1 or UCC-2 Financing Statements, and encroachments, and other facts affecting the marketability of the Property as revealed by a current title examination and survey. Seller shall have 14 days from the after Purchaser’s receipt of such both the Commitments and the Surveys as to any defects or other objections regarding the Projects disclosed by the Commitments and the Surveys that Purchaser may be unwilling to accept (the "“Title Cure Period") to cure all valid title objectionsDefects”). Each Seller shall satisfy any existing liens or monetary encumbrances identified by Buyer as Title Objections which may be satisfied by the payment of a sum certain prior to Closing. Except for Seller's obligations in the preceding sentencemay, if Seller fails at its option, elect whether to cure any other valid title objections Title Defects or indicate its intention not to cure by written notice to Purchaser (“Seller’s Title Defect Response”) within five (5) business days of Buyer within receipt of Purchaser’s written notice of the Title Cure Period Defects. Should any Seller elect not to cure any Title Defect or not timely respond in writing to Purchaser’s written notice of Title Defects, then Purchaser may, at its option, within five (and fails 5) business days after receipt of any Seller’s Title Defect Response, either: (a) terminate this Agreement with respect to provide Buyer with evidence all or any of Seller's the Projects for which Seller has elected not to cure satisfactory any Title Defect by delivery of written notice to Buyer and Sellers, whereupon either all of the Initial Deposit or a prorated portion of the Initial Deposit, based upon the allocated values of those non-terminated Projects as set forth on the allocation schedule referenced in Section 2.2 above (the “Prorated Deposit”), shall be returned to Purchaser by the Title Company), then within five days of the expiration of the Title Cure Period, Buyer may as Buyer's sole remedies: (1) rescind the transaction contemplated hereby, in which case Buyer and Sellers and Purchaser shall be entitled proceed to Closing with respect to the return of Buyer's ▇▇▇▇▇▇▇ Moneynon-terminated Projects; or (2b) waive any such objections and elect to close the transaction contemplated hereby irrespective of such take title objections and as it then is without any reduction of in the Purchase Price; . If any Title Defects remain uncured by any Seller at Closing, and Purchaser has not terminated this Agreement, such Title Defects and all other matters relating to the Surveys or (3) extend title to the Projects as disclosed on the Surveys and the Commitments at Closing shall be deemed “Permitted Exceptions”. Upon the request of Seller to cure a Title Defect or upon request of Purchaser the Closing Date for a period shall be extended to accommodate the provisions of up to fifteen days to allow Seller further time to cure such valid title objections. Failure to act in a timely manner under this paragraph shall constitute a waiver of Buyer's rights hereunder. Buyer shall have the right to re-examine title prior to Closing and notify Seller at Closing of any title objections which appear of record after the date of Buyer's initial title examination and before ClosingSection 4.1.

Title Objections. Seller has provided Buyer shall have 30 days from the Binding Agreement date in which to furnish Seller with a written statement of any title objections, UCC-1 or UCC-2 Financing Statements, preliminary ---------------- report issued by the Escrow Holder with respect to the Property and encroachments, and other facts affecting the marketability copies of the Property as revealed by a current title examination and survey. Seller shall have 14 days from the receipt of such objections underlying documents referred to therein (the "Title Cure PeriodPreliminary Report") and an ------------------- ALTA survey of the Project which was prepared prior to cure all valid title objectionsand does not reflect the Parcel Map (the "Survey"). Prior to 5:00 p.m. California time on February 12, 1999, Buyer shall review the Preliminary Report and Survey and deliver to Seller and Escrow Holder written notice (Buyer's "Title Notice") of any objection to ------------ the Preliminary Report and/or Survey (Buyer's "Title Objections"). If Buyer ---------------- fails to timely deliver the Buyer's Title Notice as provided above, Buyer shall be deemed to have approved the Preliminary Report and Survey in their entirety. Prior to 5:00 p.m. California time on February 17, 1999 ("Seller's Notice --------------- Date"), Seller shall satisfy notify Buyer in writing whether Seller will eliminate any existing liens or monetary encumbrances identified by ---- timely made Buyer as Title Objections which may (the "Seller's Title Notice"). If Seller --------------------- elects to eliminate or cure a Title Objection, the elimination or curing by Seller (by endorsement or otherwise) of the Title Objections shall be satisfied completed on or before and shall be a condition of the Closing. If Seller elects to eliminate or cure a Title Objection but fails to do so by the payment of a sum certain prior Closing, Buyer may pursue its remedies pursuant to ClosingSection 10.2. Except for If (i) Seller does not deliver ------------ Seller's obligations in the preceding sentenceTitle Notice on or before Seller's Notice Date, if or (ii) Seller fails notifies Buyer that Seller is unable or unwilling to cure any other valid title objections of Buyer within the Title Cure Period (and fails to provide Buyer with evidence of Seller's cure satisfactory to Buyer and to the Title Company), then within five days of the expiration of the Title Cure PeriodObjections, Buyer may as Buyer's sole remedies: (1) rescind the transaction contemplated hereby, in which case Buyer shall be entitled to the return of Buyer's ▇▇▇▇▇▇▇ Money; (2) waive any such objections and elect to close the transaction contemplated hereby irrespective of such title objections and without reduction of the Purchase Price; or (3) extend the Closing Date for a period of up to fifteen days to allow Seller further time to cure such valid title objections. Failure to act in a timely manner under this paragraph shall constitute a waiver of Buyer's rights hereunder. Buyer shall have the right to re-examine title prior to Closing and notify 5:00 p.m. California time on February 19, 1999 either to waive such existing Title Objections or deliver to Seller at Closing of any title objections which appear of record after the date of Buyer's initial title examination and before Closing.written notice terminating this Agreement in accordance with Section 4.3

Title Objections. Buyer shall have 30 days from the Binding Agreement date Date in which to furnish Seller with a written statement of any title objections, UCC-1 or UCC-2 Financing Statements, and encroachments, and other facts affecting the marketability of the Property as revealed by a current title examination and survey. Seller shall have 14 30 days from the receipt of such objections (the "“Title Cure Period"”) to cure all valid title objections. Seller shall satisfy any existing liens or monetary encumbrances identified by Buyer as Title Objections title objections which may be satisfied by the payment of a sum certain prior to or at Closing. Except for Seller's ’s obligations in the preceding sentence, if Seller fails to cure any other valid title objections of Buyer within the Title Cure Period (and fails to provide Buyer with evidence of Seller's ’s cure satisfactory to Buyer and to the Title Company), then within five days of the expiration of the Title Cure Period, Buyer may as Buyer's ’s sole remedies: (1) rescind the transaction contemplated hereby, in which case Buyer shall be entitled to the return of Buyer's ’s ▇▇▇▇▇▇▇ Money; (2) waive any such objections and elect to close the transaction contemplated hereby irrespective of such title objections and without reduction of the Purchase Price; or (3) extend the Closing Date for a period of up to fifteen days to allow Seller further time to cure such valid title objections. Failure to act in a timely manner under this paragraph shall constitute a waiver of Buyer's ’s rights hereunder. Buyer shall have the right to re-examine title prior to Closing and notify Seller at Closing of any title objections which appear of record after the date of Buyer's ’s initial title examination and before Closing.

Title Objections. Buyer Purchaser shall have 30 ten (10) days from the Binding Agreement date in which last to furnish be received of the Title Commitment and the Survey to notify Seller with a written statement as to any items that are unsatisfactory to Purchaser. Unless Purchaser or its attorney so notifies Seller within such 10-day period, Purchaser shall be deemed to have approved the condition of any title objections, UCC-1 or UCC-2 Financing Statements, and encroachments, and other facts affecting the marketability of to the Property as revealed reflected by a current title examination the Title Commitment and surveySurvey. If within such period Purchaser notifies Seller that any of the items are unacceptable (“Objections”), Seller shall have 14 within five (5) business days from the after receipt of such objections (the "Title Cure Period") to cure all valid title objections. notice notify Purchaser whether Seller shall satisfy any existing liens or monetary encumbrances identified by Buyer as Title Objections which may be satisfied by the payment of a sum certain prior to Closing. Except for Seller's obligations in the preceding sentence, if Seller fails elect to cure any other valid title objections or all of Buyer within such Objections (provided, however, that Seller must satisfy and remove of record or cure, as the Title Cure Period (case may be, and fails shall not have any right to provide Buyer with evidence of Seller's elect not to cure, any matter which it is required to cure satisfactory pursuant to Buyer Section 4.04 below. If Seller elects to cure any such Objections, then Seller shall promptly cure the Objections which it has elected to cure to Purchaser’s and to the Title Company)’s satisfaction. If Seller elects not to cure any such Objections, or is unable to cure any such Objections, then within five days of the expiration of the Title Cure Period, Buyer Purchaser at its sole and absolute option may as Buyer's sole remedies: either (1i) rescind the transaction contemplated hereby, in which case Buyer shall be entitled accept title to the return of Buyer's ▇Property subject to such Objections or (ii) terminate this Agreement by written notice to Seller, whereupon the E▇▇▇▇▇▇ Money; (2) waive Money shall be promptly returned to Purchaser and the parties shall have no further rights or liabilities under this Agreement other than those which expressly survive the termination of this Agreement. Purchaser shall make such election by written notice to Seller or on before the Closing Date or within five business days after Seller has advised Purchaser in writing that has elected not to cure any such Objections or is unable to cure any such Objections, whichever occurs first, and in the event Purchaser does not make such election, Purchaser shall be conclusively deemed to have terminated this Agreement. Those restrictions, liens, encumbrances, easements, rights of way and other matters as are not objected to by Purchaser in the manner provided in this Section shall be deemed “Permitted Exceptions”. Nothing herein shall be deemed to prohibit Purchaser from objecting to title defects revealed subsequent to approval of the title reflected by the Title Commitment and the Survey and any such objections and elect to close the transaction contemplated hereby irrespective of such title objections and without reduction of the Purchase Price; or (3) extend the Closing Date for a period of up to fifteen days to allow Seller further time to cure such valid title objections. Failure to act will be treated as “Objections” in a timely manner under accordance with this paragraph shall constitute a waiver of Buyer's rights hereunder. Buyer shall have the right to re-examine title prior to Closing and notify Seller at Closing of any title objections which appear of record after the date of Buyer's initial title examination and before ClosingSection.

Title Objections. Buyer shall have 30 days from the Binding Agreement date in which to furnish provide Seller with a written statement list of any all title objections, UCC-1 or UCC-2 Financing Statements, and encroachments, and other facts affecting the marketability objections (hereinafter “Title Objections”) in writing within 10 days after Buyer receipt of the Property as revealed by a current title examination and surveyTitle Commitment. Seller shall have 14 days from until the receipt of such objections (the "Title Cure Period") Closing Date to cure all valid title objectionsTitle Objections (hereinafter “Title Cure Period”). Seller shall satisfy any existing all liens or monetary encumbrances identified by Buyer as valid Title Objections which may can be satisfied by payment on or before the payment of a sum certain prior to ClosingClosing Date. Except for Seller's ’s obligations in 491 the preceding sentence, if Seller fails to cure any of Buyer’s other valid title objections of Buyer Title Objections within the Title Cure Period (and 492 fails to provide Buyer with evidence of Seller's ’s cure satisfactory to Buyer Buyer, Settlement Provider, and to the Title Companytitle insurance 493 company), then within five days of the expiration of the Title Cure PeriodBuyer may, Buyer may as Buyer's ’s sole remedies: (1remedy; a) rescind unilaterally cancel this Purchase Agreement within 7 days by 494 providing written notice to Seller indicating the transaction contemplated herebyreason for the cancellation. In such case, in which case Buyer shall be entitled to the a full 495 return of Buyer's the ▇▇▇▇▇▇▇ Money; (2, b) waive any such objections Title Objections and elect to close the this transaction contemplated hereby irrespective of such title objections and without reduction of the Purchase Price; anyway, or (3c) extend the Closing 496 Date for a period of up to fifteen 30 days to allow Seller further additional time to cure such valid Title Objections. Buyer shall have 7 days 497 following the completion of such extension to cure to re-examine title objectionsto ensure the proper cure of such Title Objections. Failure 498 Buyer shall notify Seller within 3 _ days after such review time period regarding any unresolved Title Objections. In 499 such case, Buyer’s remedy options and the specified time periods (a-c herein), shall repeat one additional time. Thereafter, 500 unless Buyer waives any remaining Title Objections and closes this transaction anyway, or Seller cures any remaining 501 Title Objections within the specified time period, Buyer and Seller shall sign a Cancellation of Purchase Agreement and 502 Buyer shall be entitled to a full refund of the ▇▇▇▇▇▇▇ Money. If Buyer fails to act in a timely manner under according to this paragraph 503 paragraph, it shall constitute be considered a waiver of Buyer's ’s rights hereunderherein. 504 505 506 507 508 509 510 511 512 513 514 515 Buyer waives all rights related to; specific performance, recording a lis pendens, recording this Purchase Agreement, recording an affidavit or memorandum, or impairing title to the Property in any other manner. If Seller breaches this Purchase Agreement for any reason, Buyer’s recourse shall have be limited to the right to re-examine title prior to Closing and notify Seller at Closing of any title objections which appear of record after the date following, as liquidated damages; a) a full refund of Buyer's initial ’s ▇▇▇▇▇▇▇ Money, and b) reimbursement of Buyer’s actual and reasonable out-of-pocket costs related to Buyer-favored contingencies. Seller’s liability for Buyer’s actual and reasonable out-of-pocket costs shall not exceed $ 10,000.00 and shall be paid by Seller to Buyer only if; a) Seller’s breach occurs after Seller’s receipt of a Title Commitment confirming Seller is able to convey good, marketable, and fee simple title examination to the Property to Buyer by the type of deed specified herein on the Closing Date, and before Closingb) Seller receives documentation of Buyer’s actual and reasonable out-of-pocket costs within 7 days after Buyer’s request for reimbursement. 516 517 518 519 520 521 522 523 524 525 526 527 528 529 Depositions may be taken and other discovery may be obtained during such arbitration proceedings to the same extent as authorized in a civil judicial proceeding in the Transaction State. The arbitrator(s) shall be limited to awarding compensatory damages and shall not award punitive, exemplary, and/or similar types of damages.

Title Objections. Within fifteen (15) days after receiving the later of the Title Commitment or the Survey, Buyer shall notify Seller if the Title Commitment or Survey reveals any liens, encumbrances, claims or exceptions (including, without limitation, any matters set forth on Schedule 5.4) that, in Buyer’s reasonable judgment, are unacceptable (“Title Objections”). If Seller is unable or unwilling to cure any Title Objections, Seller will provide written notice thereof to Buyer within fifteen (15) days following receipt of notice of Title Objections from Buyer and Buyer shall have 30 the right, at its option, by written notice to Seller within fifteen (15) days from following receipt of Seller’s written notice, either (i) to terminate this Agreement and obtain a refund of the Binding Agreement date in ▇▇▇▇▇▇▇ Money and all interest thereon, after which to furnish Seller with a written statement both Parties shall be relieved and discharged of any rights, liabilities or obligations hereunder, or (ii) to waive such defect and proceed to Closing. Buyer’s failure to exercise the right to terminate within the said fifteen (15) day period shall constitute a waiver of Buyer’s right to terminate with respect to such title objectionsmatters. However, UCC-1 or UCC-2 Financing Statementsif Seller elects to cure the Title Objections (although Seller will have no such obligation to do so), Seller shall provide Buyer with notice of its intention to cure same within the fifteen (15) days aforesaid and encroachments, and other facts affecting the marketability of the Property as revealed by a current title examination and survey. Seller shall have 14 an opportunity, at its expense, to remove such Title Objections within sixty (60) days from the following receipt of such objections written notice from Buyer identifying the Title Objections (the "“Title Cure Period"”). In no event shall Seller have any obligation to commence litigation or to incur costs in excess of One Thousand Dollars ($1,000.00) to cure all valid title objectionsor remove any Title Objections. If Seller shall satisfy any existing liens or monetary encumbrances identified by Buyer as Title Objections which may be satisfied by the payment of a sum certain prior to Closing. Except for Seller's obligations in the preceding sentence, if Seller fails is unable to cure any other valid title objections of Buyer Title Objections within the Title Cure Period (and fails to provide Buyer with evidence that, in the reasonable opinion of Seller's cure satisfactory to Buyer and to the Title Company)Company or Buyer, then must be cured in order to deliver good and marketable title, Buyer may, as its sole and exclusive remedy, and upon written notice to Seller within five fifteen (15) days of the after expiration of the Title Cure Period, Buyer may as Buyer's sole remedies: (1) rescind the transaction contemplated herebyterminate this Agreement, in which case Buyer shall be entitled to event the return of Buyer's ▇▇▇▇▇▇▇ Money; (2) waive any such objections Money shall be fully refunded to Buyer. Any changes to the Title Commitment or the Survey prior to the Closing and elect subsequent to close the transaction contemplated hereby irrespective Buyer’s receipt of the Title Commitment or the Survey will be subject to the Title Objections procedures of this Section 11.3, commencing as of the date Buyer obtains knowledge of such title objections and without reduction of the Purchase Price; or (3) extend the Closing Date for a period of up to fifteen days to allow Seller further time to cure such valid title objections. Failure to act in a timely manner under this paragraph shall constitute a waiver of Buyer's rights hereunder. Buyer shall have the right to re-examine title prior to Closing and notify Seller at Closing of any title objections which appear of record after the date of Buyer's initial title examination and before Closingmaterial change.

Title Objections. Buyer The “Title Objection Deadline” shall have 30 days from be 5:00 p.m. (local time at the Binding Agreement Real Property) on the date in which to furnish Seller with a written statement of any title objections, UCC-1 or UCC-2 Financing Statements, and encroachments, and other facts affecting the marketability of the Property as revealed by a current title examination and survey. Seller shall have 14 days from the receipt of such objections is ten (the "Title Cure Period"10) to cure all valid title objections. Seller shall satisfy any existing liens or monetary encumbrances identified by Buyer as Title Objections which may be satisfied by the payment of a sum certain Business Days prior to Closing. Except for Seller's obligations in the preceding sentence, if Seller fails to cure any other valid title objections of Buyer within the Title Cure Period (and fails to provide Buyer with evidence of Seller's cure satisfactory to Buyer and to the Title Company), then within five days of the expiration of the Due Diligence Period. Purchaser shall have the right until the Title Cure PeriodObjection Deadline to notify Seller in writing (“Title Objection Notice”) of such objections as Purchaser may have to anything contained in the Title Commitment or the Survey and any and all Supplements (collectively, Buyer may as Buyer's sole remedies: a “Title Objection”). Any item contained in the Title Commitment or any matter shown on the Survey or in any of the Supplements to which Purchaser does not object prior to the Title Objection Deadline shall be deemed a Permitted Exception. In the event Purchaser delivers a Title Objection Notice to Seller prior to the Title Objection Deadline, Seller shall have the right, but not the obligation, to discharge the Title Objections set forth in such Title Objection Notice; provided, however, that Seller shall discharge any Seller’s Discharge Obligations included in any Title Objection Notice, which shall be deemed to be excluded from the term “Permitted Exceptions.” Within five (15) rescind Business Days after receipt of Purchaser’s Title Objection Notice, Seller shall notify Purchaser in writing whether Seller elects to attempt to discharge any or all of the transaction contemplated herebyTitle Objections set forth in such Title Objection Notice. If Seller fails to give Purchaser such notice of election, then Seller shall be deemed to have elected not to attempt to discharge the Title Objections in which case Buyer question. If Seller elects to attempt to discharge, and provided that Purchaser shall not have terminated this Agreement in accordance with Section 6 hereof, Seller shall have until the scheduled Closing Date to attempt to discharge the same and for this purpose Seller shall be entitled to a reasonable adjournment of the return Closing and postponement of Buyer's ▇▇▇▇▇▇▇ Money; the scheduled Closing Date set forth in Section 4 if additional time is required, but in no event shall the adjournment and postponement exceed ninety (290) waive days after such scheduled Closing Date. If Seller elects not to discharge any such objections and elect specified in Purchaser’s Title Objection Notice, of if Seller is unable to close effect a discharge prior to the transaction contemplated hereby irrespective Closing (or any date to which the Closing has been adjourned), Purchaser shall have the following options: (i) to accept a conveyance of such title objections the Property subject to the Permitted Exceptions, specifically including any matter objected to by Purchaser which Seller is unwilling or unable to discharge, and without reduction of the Purchase Price; or (3ii) extend to terminate this Agreement by sending a written notice thereof to Seller. If Purchaser timely elects to terminate this Agreement pursuant to and in accordance with the Closing Date for a period of up preceding clause (ii), then this Agreement shall terminate, whereupon (x) the Deposit shall be returned to fifteen days to allow Purchaser, and (y) thereafter, Purchaser and Seller shall have no further time to cure such valid title objections. Failure to act in a timely manner liability or obligations under this paragraph shall constitute Agreement, except with respect to the provisions hereof which by their terms expressly survive the termination of this Agreement. If Seller notifies (or is deemed to have notified) Purchaser that Seller does not intend to attempt to discharge any Title Objection, or, if having commenced an attempt to effect a waiver discharge of Buyer's rights hereunder. Buyer shall have the right any Title Objection, Seller later notifies Purchaser that Seller is unable or unwilling to re-examine title prior to Closing and effect a discharge thereof, Purchaser shall, within five (5) days after such notice has been given, notify Seller at Closing of any title objections which appear of record after in writing whether Purchaser shall elect to accept the date of Buyer's initial title examination and before Closingconveyance under clause (i) or to terminate this Agreement under clause (ii). In the event Purchaser does not so timely notify Seller within such five (5) day period, then Purchaser shall be deemed to have elected to accept the conveyance under clause (i) above.

Title Objections. Within fifteen (15) days after receiving the later of the Title Commitment or the Survey, Buyer shall notify Seller if the Title Commitment or Survey reveals any liens, encumbrances, claims or exceptions that, in Buyer’s reasonable judgment, are unacceptable (“Title Objections”). If Seller is unable or unwilling to cure any Title Objections, Seller will provide written notice thereof to Buyer within fifteen (15) days following receipt of notice of Title Objections from Buyer and Buyer shall have 30 the right, at its option, by written notice to Seller within fifteen (15) days from following receipt of Seller’s written notice, either (i) to terminate this Agreement and obtain a refund of the Binding Agreement date in which to furnish Seller with a written statement ▇▇▇▇▇▇▇ Money and all interest thereon, whereafter both Parties shall be relieved and discharged of any rights, liabilities or obligations hereunder, or (ii) to waive such defect and proceed to Closing. Buyer’s failure to exercise the right to terminate within the said fifteen (15) day period shall constitute a waiver of Buyer’s right to terminate with respect to such title objectionsmatters. However, UCC-1 or UCC-2 Financing Statementsif Seller elects to cure the Title Objections (although Seller will have no such obligation to do so), Seller shall provide Buyer with notice of its intention to cure same within the fifteen (15) days aforesaid and encroachments, and other facts affecting the marketability of the Property as revealed by a current title examination and survey. Seller shall have 14 an opportunity, at its expense, to remove such Title Objections within sixty (60) days from the following receipt of such objections written notice from Buyer identifying the Title Objections (the "“Title Cure Period"”). In no event shall Seller have any obligation to commence litigation or to incur costs in excess of One Thousand Dollars ($1,000.00) to cure all valid title objectionsor remove any Title Objections. If Seller shall satisfy any existing liens or monetary encumbrances identified by Buyer as Title Objections which may be satisfied by the payment of a sum certain prior to Closing. Except for Seller's obligations in the preceding sentence, if Seller fails is unable to cure any other valid title objections of Buyer Title Objections within the Title Cure Period (and fails to provide Buyer with evidence that, in the reasonable opinion of Seller's cure satisfactory to Buyer and to the Title Company)Company or Buyer, then must be cured in order to deliver good and marketable title, Buyer may, as its sole and exclusive remedy, and upon written notice to Seller within five fifteen (15) days of the after expiration of the Title Cure Period, Buyer may as Buyer's sole remedies: (1) rescind the transaction contemplated herebyterminate this Agreement, in which case Buyer shall be entitled to event the return of Buyer's ▇▇▇▇▇▇▇ Money; (2) waive any such objections and elect Money shall be fully refunded to close the transaction contemplated hereby irrespective of such title objections and without reduction of the Purchase Price; or (3) extend the Closing Date for a period of up to fifteen days to allow Seller further time to cure such valid title objections. Failure to act in a timely manner under this paragraph shall constitute a waiver of Buyer's rights hereunder. Buyer shall have the right to re-examine title prior to Closing and notify Seller at Closing of any title objections which appear of record after the date of Buyer's initial title examination and before Closing.

Title Objections. Within fifteen (15) days after receiving the later of the Title Commitment or the Survey for any given Terminal, Buyer shall notify Seller if the Title Commitment or Survey for that Survey reveals any Title Objections. If Seller is unable or unwilling to cure any Title Objections, Seller will provide written notice thereof to Buyer within fifteen (15) days following receipt of notice of Title Objections from Buyer and Buyer shall have 30 the right, at its option, by written notice to Seller within fifteen (15) days following receipt of Seller's written notice, either (i) to terminate this Agreement and obtain from Seller 50% of the Binding Agreement date in which to furnish Seller with a written statement cost of the Surveys for the Binghamton Terminal and the Malvern Terminal, whereafter both Parties shall be relieved and discharged of any rights, liabilities or obligations hereunder, or (ii) to waive such defect and proceed to Closing. Buyer's failure to exercise the right to terminate within the said fifteen (15) day period shall constitute a waiver of Buyer's right to terminate with respect to such title objectionsmatters. However, UCC-1 or UCC-2 Financing Statementsif Seller elects to cure the Title Objections (although Seller will have no such obligation to do so), Seller shall provide Buyer with notice of its intention to cure same within the fifteen (15) days aforesaid and encroachments, and other facts affecting the marketability of the Property as revealed by a current title examination and survey. Seller shall have 14 an opportunity, at its expense, to remove such Title Objections within sixty (60) days from the following receipt of such objections written notice from Buyer identifying the Title Objections (the "Title Cure Period"). In no event shall Seller have any obligation to commence litigation or to incur costs in excess of One Thousand Dollars ($1,000.00) to cure all valid title objectionsor remove any Title Objections. If Seller shall satisfy any existing liens or monetary encumbrances identified by Buyer as Title Objections which may be satisfied by the payment of a sum certain prior to Closing. Except for Seller's obligations in the preceding sentence, if Seller fails is unable to cure any other valid title objections of Buyer Title Objections within the Title Cure Period (and fails to provide Buyer with evidence that, in the reasonable opinion of Seller's cure satisfactory to Buyer and to the Title Company)Company or Buyer, then must be cured in order to deliver good and marketable title, Buyer may, as its sole and exclusive remedy, and upon written notice to Seller within five fifteen (15) days of the after expiration of the Title Cure Period, Buyer may as Buyer's sole remedies: elect either to (1i) rescind terminate this Agreement and obtain from Seller 50% of the transaction contemplated herebycost of the Surveys for the Binghamton Terminal and the Malvern Terminal, in which case Buyer whereafter both Parties shall be entitled to the return relieved and discharged of Buyer's ▇▇▇▇▇▇▇ Money; (2) waive any such objections and elect to close the transaction contemplated hereby irrespective of such title objections and without reduction of the Purchase Price; rights, liabilities or obligations hereunder, or (3ii) extend the Closing Date for a period of up to fifteen days to allow Seller further time to cure waive such valid title objections. Failure to act in a timely manner defect and any other obligation under this paragraph shall constitute a waiver Agreement of Buyer's rights hereunder. Buyer shall have the right Seller to re-examine deliver good and marketable title prior with respect to Closing such defect and notify Seller at Closing of any title objections which appear of record after the date of Buyer's initial title examination and before proceed to Closing...

Title Objections. (a) Buyer shall have 30 days from the Binding Agreement date in which has ordered, at its expense, title commitments ("Commitments") for ALTA Leasehold Owner's Policies of Title Insurance to furnish Seller with a written statement of any be arranged by such national title objections, UCC-1 or UCC-2 Financing Statements, and encroachments, and other facts affecting the marketability of the Property insurance company as revealed by a current title examination and survey. Seller shall have 14 days from the receipt of such objections Buyer may select (the "Title Cure PeriodAgent") ). If desired, Buyer may order a survey of either or both of the Properties ("Surveys"). Buyer shall request the Title Agent to cure deliver copies of the Commitments and all valid title objectionsexceptions to each of Buyer and Seller as promptly as the same are available, and, likewise, Buyer shall request its surveyor to deliver two copies of the Survey(s), if ordered, to Buyer and Seller as soon as the same are available. Buyer must notify Seller no later than the last day of the Due Diligence Period of any matters affecting the condition of title to a Property which are not acceptable to Buyer in its good faith judgment ("Title Objections"). If Buyer notifies Seller of any Title Objections, Seller shall satisfy have the right, but no obligation, to cure, remove or cause the title insurer to insure over any existing liens Title Objections and shall notify Buyer within five days after receipt of the notice of Title Objections if Seller intends to attempt to cure, remove or monetary encumbrances insure over such Title Objection(s). Absent such notice from Seller, Buyer may terminate this Contract by giving a Termination Notice to Seller within ten days after Seller's five-day notice period expires. Buyer's failure to timely give such Termination Notice shall constitute Buyer's agreement that the subject Title Objections are Permitted Exceptions. Buyer acknowledges receipt of the Commitments and copies of most of the title exception documents mentioned therein and Buyer is in the process of requesting from the Title Agent the relevant missing pages, exhibits and complete documents. If Buyer does not receive complete copies of all such missing documentation at least five business days before the end of the Due Diligence Period, then the period in which Buyer may notify Seller of Title Objections directly concerning such delinquent documentation shall be automatically extended to the date five business days following Buyer's receipt of true and complete copies of the last missing documents referenced in the Commitments. (b) No matter may be a Title Objection if it is a Permitted Exception. "Permitted Exceptions" are those matters subject to which a Leasehold Estate is to be purchased and conveyed and shall include: (i) matters which were or are caused or created by acts done or suffered by Buyer, (ii) matters accepted by Buyer, and (iii) exceptions stated in the Commitment or identified by Buyer in the Survey which are not timely identified as Title Objections in a notice from Buyer to Seller as provided above. (c) Notwithstanding the foregoing, liens which may secure indebtedness of Seller or the owner of the fee interests in the Properties or adjacent shopping centers (except standard printed title policy exceptions and liens for non-delinquent real estate taxes) shall not be satisfied Permitted Exceptions unless covered by the payment of a sum certain prior to Closing. Except for Seller's obligations in the preceding sentence, if Seller fails to cure any other valid title objections of Buyer within the Title Cure Period SNDAs (and fails to provide Buyer with evidence of Seller's cure satisfactory to Buyer and as to the Title Company), then within five days of the expiration of the Title Cure Period, fee interest) to be delivered at Closing or waived in writing by Buyer. (d) Buyer may acknowledges that Seller makes no warranties as Buyer's sole remedies: (1) rescind the transaction contemplated hereby, in which case Buyer shall be entitled to the return condition of Buyer's ▇▇▇▇▇▇▇ Money; (2) waive any such objections and elect title to close the transaction contemplated hereby irrespective of such title objections and without reduction of Properties other than the Purchase Price; or (3) extend the Closing Date for a period of up to fifteen days to allow Seller further time to cure such valid title objections. Failure to act representations in a timely manner under this paragraph shall constitute a waiver of Buyer's rights hereunder. Buyer shall have the right to re-examine title prior to Closing and notify Seller at Closing of any title objections which appear of record after the date of Buyer's initial title examination and before ClosingSubsection 5.2(b).

Title Objections. Within fifteen (15) days after receiving the later of the Title Commitment or the Survey, Buyer shall notify Seller if the Title Commitment or Survey reveals any liens, encumbrances, claims or exceptions that, in Buyer’s reasonable judgment, are unacceptable (“Title Objections”). If Seller is unable or unwilling to cure any Title Objections, Seller will provide written notice thereof to Buyer within fifteen (15) days following receipt of notice of Title Objections from Buyer and Buyer shall have 30 the right, at its option, by written notice to Seller within fifteen (15) days from following receipt of Seller’s written notice, either (i) to terminate this Agreement and -47- TERMINAL SALE AND PURCHASE AGREEMENT (▇▇▇▇▇▇ (WEST)) EXECUTION VERSION obtain a refund of the Binding Agreement date in which to furnish Seller with a written statement ▇▇▇▇▇▇▇ Money and all interest thereon, whereafter both Parties shall be relieved and discharged of any rights, liabilities or obligations hereunder, or (ii) to waive such defect and proceed to Closing. Buyer’s failure to exercise the right to terminate within the said fifteen (15) day period shall constitute a waiver of Buyer’s right to terminate with respect to such title objectionsmatters. However, UCC-1 or UCC-2 Financing Statementsif Seller elects to cure the Title Objections (although Seller will have no such obligation to do so), Seller shall provide Buyer with notice of its intention to cure same within the fifteen (15) days aforesaid and encroachments, and other facts affecting the marketability of the Property as revealed by a current title examination and survey. Seller shall have 14 an opportunity, at its expense, to remove such Title Objections within sixty (60) days from the following receipt of such objections written notice from Buyer identifying the Title Objections (the "“Title Cure Period"”). In no event shall Seller have any obligation to commence litigation or to incur costs in excess of One Thousand Dollars ($1,000.00) to cure all valid title objectionsor remove any Title Objections. If Seller shall satisfy any existing liens or monetary encumbrances identified by Buyer as Title Objections which may be satisfied by the payment of a sum certain prior to Closing. Except for Seller's obligations in the preceding sentence, if Seller fails is unable to cure any other valid title objections of Buyer Title Objections within the Title Cure Period (and fails to provide Buyer with evidence that, in the reasonable opinion of Seller's cure satisfactory to Buyer and to the Title Company)Company or Buyer, then must be cured in order to deliver good and marketable title, Buyer may, as its sole and exclusive remedy, and upon written notice to Seller within five fifteen (15) days of the after expiration of the Title Cure Period, Buyer may as Buyer's sole remedies: (1) rescind the transaction contemplated herebyterminate this Agreement, in which case Buyer shall be entitled to event the return of Buyer's ▇▇▇▇▇▇▇ Money; (2) waive any such objections and elect Money shall be fully refunded to close the transaction contemplated hereby irrespective of such title objections and without reduction of the Purchase Price; or (3) extend the Closing Date for a period of up to fifteen days to allow Seller further time to cure such valid title objections. Failure to act in a timely manner under this paragraph shall constitute a waiver of Buyer's rights hereunder. Buyer shall have the right to re-examine title prior to Closing and notify Seller at Closing of any title objections which appear of record after the date of Buyer's initial title examination and before Closing.

Title Objections. 1. Prior to the expiration of the Due Diligence Period, Buyer may obtain a title insurance commitment and a current survey of the Property, and Buyer may notify Seller of any objections to title or survey matters affecting the Property (“Title Objections”). Seller may elect, by written notice to Buyer, to remove or cure any such Title Objection at or prior to Closing (a “Cure Item”). If Seller does not agree in writing to remove or cure any Title Objection within five (5) days after Buyer’s delivery of such Title Objection, then Seller shall be deemed to have elected not to remove or cure such Title Objection, and any time thereafter Buyer may elect to (i) terminate this Agreement by delivering written notice thereof to Seller, in which event Holder shall promptly refund the ▇▇▇▇▇▇▇ Money to Buyer, and neither party shall have any further obligations or liability under this Agreement except as expressly provided in this Agreement or (ii) waive such Title Objection and proceed to Closing. Notwithstanding the foregoing or any other provision herein to the contrary, Seller shall be required to satisfy or cure any Mandatory Cure Items at or prior to Closing, regardless of whether Buyer objects to the same, and any such Mandatory Cure Items shall be deemed Cure Items. 2. Buyer shall have 30 the right to update the title commitment and survey for the Property after the expiration of the Due Diligence Period and prior to Closing. If any such title commitment update or survey update reveals any additional title or survey matters affecting the Property which were not previously disclosed in Buyer’s title commitment or survey, then Buyer may notify Seller of any objections to any such additional title or survey matters (“Additional Title Objections”) notwithstanding the expiration of the Due Diligence Period. Seller may elect, by written notice to Buyer, to remove or cure any such Additional Title Objection at or prior to Closing (an “Additional Cure Item”). If Seller does not agree in writing to remove or cure any Additional Title Objection within five (5) days from the Binding after Buyer’s delivery of such Additional Title Objection, then Seller shall be deemed to have elected not to remove or cure such Additional Title Objection, and any time thereafter Buyer may elect to (i) terminate this Agreement date by delivering written notice thereof to Seller, in which event Holder shall promptly refund the ▇▇▇▇▇▇▇ Money to furnish Buyer, and neither party shall have any further obligations or liability under this Agreement except as expressly provided in this Agreement or (ii) waive such Additional Title Objection and proceed to Closing. Notwithstanding the foregoing or any other provision herein to the contrary, Seller with a written statement of shall be required to remove or cure any Additional Title Objection relating to any title objections, UCC-1 or UCC-2 Financing Statementssurvey matter that first affects the Property or that first appears in the public record after the Effective Date, and encroachments, and other facts affecting the marketability of the Property as revealed by a current any such title examination and surveyor survey matter shall be deemed an Additional Cure Item. Buyer(s) Initials: /s/ AM Seller(s) Initials:/s/ BK 3. Seller shall have 14 days from until the receipt of such objections (the "Title Cure Period") Closing to cure or satisfy all valid title objectionsCure Items and Additional Cure Items, as applicable. Seller shall satisfy any existing liens or monetary encumbrances identified by Buyer as Title Objections which may be satisfied by the payment of a sum certain prior to Closing. Except for Seller's obligations in the preceding sentence, if If Seller fails to cure any other valid title objections of Buyer within the Title Cure Period Item or Additional Cure Item, as applicable, at or prior to Closing (and fails to provide Buyer with evidence of Seller's ’s cure satisfactory to Buyer and to the Title Company), then within five days of the expiration of the Title Cure Period, Buyer may as Buyer's elect in its sole remediesdiscretion by delivering written notice to Seller: (1) rescind the transaction contemplated herebyto exercise Buyer’s remedies under Section 17.B with respect to such failure by Seller, in which case Buyer shall be entitled to the return of Buyer's ▇▇▇▇▇▇▇ Moneydeemed a default by Seller under this Agreement; (2) to waive any such objections failure and elect proceed to close the transaction contemplated hereby irrespective of such title objections and without reduction of the Purchase PriceClosing; or (3) to extend the Closing Date for a period of up to fifteen thirty (30) days as determined by Buyer to allow Seller further time to cure such valid title objections. Failure to act in a timely manner under this paragraph shall constitute a waiver of Buyer's rights hereunder. Buyer shall have the right to re-examine title prior to Closing and notify Seller at Closing of any title objections which appear of record after the date of Buyer's initial title examination and before ClosingCure Item or Additional Cure Item, as applicable.

Title Objections. Buyer shall have 30 Within ten (10) days from the Binding Agreement date in which to furnish Seller with a written statement of any title objections, UCC-1 or UCC-2 Financing Statements, and encroachments, and other facts affecting the marketability after Purchaser’s receipt of the Property Title Commitment, Purchaser shall notify Seller in writing of Purchaser’s acceptance of title as revealed shown on such Title Commitment, or (ii) any objections to such Title Commitment. Any objections to the Title Commitment of which Purchaser timely notifies Seller pursuant to this Agreement are hereinafter referred to as “Title Objections”. The absence of a timely notice by Purchaser of Title Objections in accordance with the preceding sentence shall be deemed to be a current notice to Seller of Purchaser’s acceptance of title examination as shown on the Title Commitment and surveyall such title matters shall constitute “Permitted Exceptions”. Within five (5) Business Days after receipt of Purchaser’s Title Objections (“Seller’s Title Response Period”), Seller shall deliver to Purchaser written notice of whether it agrees to cure the Title Objections; provided that except as expressly set forth below Seller shall have 14 days from no obligation to cure Purchaser’s Title Objections. Any Title Objections that Seller expressly agrees in writing to cure shall be cured by Seller prior to Closing, and the receipt cure of such objections (the "Title Cure Objections shall be a condition precedent to Purchaser’s obligation to consummate Closing hereunder. If Seller does not agree in writing, during Seller’s Title Response Period") , to cure all valid title objections. Seller shall satisfy any existing liens or monetary encumbrances Title Objections identified by Buyer as Title Objections which may be satisfied by the payment of a sum certain Purchaser at or prior to Closing. Except for Seller's obligations in the preceding sentence, if Seller fails to cure any other valid title objections of Buyer within the Title Cure Period (and fails to provide Buyer with evidence of Seller's cure satisfactory to Buyer and to the Title Company), then within five days of the expiration of the Title Cure Period, Buyer may as Buyer's sole remedies: (1) rescind the transaction contemplated hereby, in which case Buyer shall not be entitled to the return of Buyer's ▇▇▇▇▇▇▇ Money; (2) waive any such objections and elect to close the transaction contemplated hereby irrespective of such title objections and without reduction of the Purchase Price; or (3) extend the Closing Date for a period of up to fifteen days to allow Seller further time obligated to cure such valid title objectionsTitle Objections, and Purchaser’s sole recourse shall be to terminate this Agreement. Failure to act in a timely manner under this paragraph Notwithstanding the foregoing, Seller shall constitute a waiver of Buyer's rights hereunder. Buyer shall not have the right to re-examine title prior refuse to Closing and notify cure any Title Objection which relates to any mortgages, deeds of trust or other security interests with which Seller voluntarily encumbered the Property, provided, however, such liens may continue to encumber the Property at Closing if the Title Company is willing to insure over such liens in a manner acceptable to Purchaser and such liens are released promptly following the Closing. Seller’s obligation to cause the release of any title objections which appear of record after such liens pursuant to the date of Buyer's initial title examination and before immediately preceding sentence shall survive Closing.

Title Objections. Buyer Purchaser shall have 30 until five (5) days from the Binding Agreement date it receives the Commitment to make its objections to matters disclosed in which the Commitment or Survey (if any) by delivering such objections to furnish Seller with a written statement of any title objections, UCC-1 or UCC-2 Financing Statements, and encroachments, and other facts affecting in writing (the marketability of the Property as revealed by a current title examination and survey“Objections”). Seller shall have 14 days from the receipt of such objections (the "Title Cure Period") no obligation to cure all valid title objectionsthe Objections. Seller shall satisfy any existing liens or monetary encumbrances identified by Buyer notify Purchaser in writing within five (5) days after Purchaser’s delivery of the Objections as Title to which Objections which may be satisfied by the payment of a sum certain Seller will undertake to attempt to cure prior to Closing. Except , provided that notwithstanding anything to the contrary contained in this Agreement, Seller, in its sole discretion, shall have the right to adjourn the Closing for Seller's obligations a period not to exceed forty-five (45) days, provided that Seller shall notify Purchaser, in writing, within such five (5) days after receipt by Seller of the preceding sentenceObjections, if Seller fails whether or not it will endeavor to cure any other valid title objections of Buyer such Objections (such period as may be extended by Seller referred to as the “Cure Period”). If Seller is unable to cure any such Objections within the Title Cure Period Period, and if Purchaser does not elect to terminate this Agreement as provided herein, such matters that Seller does not cure shall be deemed waived by Purchaser. Notwithstanding the foregoing, at or prior to Closing, Seller shall pay and satisfy any mortgages placed on the Real Property by Seller, judgments against Seller, liens against Seller or mechanic’s liens for work requested by Seller (and fails as opposed to provide Buyer with evidence tenants) (the “Required Removal Items”). If the Objections are not cured by Seller at or prior to Closing, Purchaser shall then have the right to do any of Seller's cure satisfactory the following by notice provided to Buyer and to the Title Company), then Seller within five two (2) business days of the expiration then scheduled Closing Date: 5.5.1 If the Objection is based upon the existence of the Title Cure Perioda Permitted Exception, Buyer Purchaser may as Buyer's sole remedies: (1) rescind the transaction contemplated herebyterminate this Agreement, in which case Buyer shall be entitled to event the return of Buyer's ▇▇▇▇▇▇▇ MoneyMoney shall be paid to Seller, and neither Seller nor Purchaser shall have any further rights or obligations under this Agreement, except for any obligation expressly provided to survive such termination; (2) waive any such objections or 5.5.2 Waive the Objections and elect to close the transaction contemplated hereby irrespective of by this Agreement as if such title objections and Objections had not been made without any reduction of in, abatement of, or credit against, the Purchase Price; or 5.5.3 If the Objection is based upon the existence of a title matter that is not a Permitted Exception, Purchaser may terminate this Agreement, in which event the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser, and neither Seller nor Purchaser shall have any further rights or (3) extend the Closing Date for a period of up to fifteen days to allow Seller further time to cure such valid title objections. Failure to act in a timely manner obligations under this paragraph Agreement, except for any obligation expressly provided to survive such termination. If Purchaser does not terminate this Agreement pursuant to clause 5.5.1 or clause 5.5.3 above, then: (x) Purchaser shall constitute a waiver of Buyer's rights hereunderbe deemed to have elected to take title as it then is without any reduction in the Purchase Price; (y) all Objections not removed from the Commitment or the Survey (if any), if applicable, will thenceforth be deemed waived by Purchaser; and (z) this Agreement shall remain in full force and effect. Buyer shall have the right to re-examine title prior to Closing and notify Seller at Closing of any title objections which appear of record after the date of Buyer's initial title examination and before Closing.3877973.10

Title Objections. Buyer Purchaser shall have 30 within thirty (30) days after the Effective Date obtain from the Binding Agreement date in which Title Company a commitment to furnish Seller issue an ALTA title policy covering the Property (the “Title Commitment”), together with true copies of all documents evidencing matters of record shown as exceptions to title thereon. Purchaser may also obtain a written statement of any title objections, UCC-1 or UCC-2 Financing Statements, and encroachments, and other facts affecting the marketability survey of the Property as revealed by a current title examination and survey. Seller shall have 14 days from the receipt of such objections (the "Title Cure Period") to cure all valid title objections“Survey”). Seller shall satisfy any existing liens or monetary encumbrances identified by Buyer as Title Objections which may be satisfied by the payment of a sum certain prior to Closing. Except for Seller's obligations in the preceding sentence, if Seller fails to cure any other valid title objections of Buyer within the Title Cure Period (and fails to provide Buyer with evidence of Seller's cure satisfactory to Buyer and to the Title Company), then within five days of the expiration of the Title Cure Period, Buyer may as Buyer's sole remedies: (1) rescind the transaction contemplated hereby, in which case Buyer shall be entitled to the return of Buyer's ▇▇▇▇▇▇▇ Money; (2) waive any such objections and elect to close the transaction contemplated hereby irrespective of such title objections and without reduction of the Purchase Price; or (3) extend the Closing Date for a period of up to fifteen days to allow Seller further time to cure such valid title objections. Failure to act in a timely manner under this paragraph shall constitute a waiver of Buyer's rights hereunder. Buyer Purchaser shall have the right to re-examine title object, in its sole and absolute discretion, to any exceptions contained in the Title Commitment or matters shown on the Survey by giving written notice (the “Title Objection Notice”) to Seller not later than fifteen (15) days prior to Closing the expiration of the Feasibility Period stating the matters to which Purchaser disapproves and notify the reasons therefor. If Purchaser fails timely to provide the Title Objection Notice, then Purchaser shall conclusively be deemed to have approved all matters on the Survey and affecting title to the Property shown on the Title Commitment, except for Mandatory Cure Items. If Purchaser delivers the Title Objection Notice, Seller at Closing of any title objections which appear of record shall have until the day that is ten (10) days after the date Seller receives the Title Objection Notice (the “Seller Title Election Period”) to elect, by written notice to Purchaser, that either: (i) Seller shall cure, prior to the Closing Date, the objections set forth in the Title Objection Notice, or (ii) Seller is unwilling or unable to cure the objections set forth in the Title Objection Notice. If Seller fails to so respond to Purchaser prior to the expiration of Buyer's initial title examination the Seller Title Election Period, then Seller shall be deemed to have elected option (ii) above. If Seller so notifies (or is deemed to have {A1069472.DOCX / 1 PSA- City/Rushmark (CL) 007511 000063} notified) Purchaser that Seller is unwilling or unable to cure all objections set forth in the Title Obligation Notice, Purchaser may, at its option, either (A) terminate this Agreement by delivery of written notice thereof to Seller prior to the expiration of the Feasibility Period pursuant to the provisions of Section 4(a), or (B) waive such objections. If Purchaser fails to terminate this Agreement pursuant to option (A) above, Purchaser shall be deemed to have elected to waive such objections. From and before Closingafter the Effective Date, Seller shall not grant any easements or otherwise encumber the Property without the prior written consent of Purchaser.

Title Objections. 1. Prior to the expiration of the Due Diligence Period, Buyer may obtain a title insurance commitment and a current survey of the Property, and Buyer may notify Seller of any objections to title or survey matters affecting the Property (“Title Objections”). Seller may elect, by written notice to Buyer, to remove or cure any such Title Objection at or prior to Closing (a “Cure Item”). If Seller does not agree in writing to remove or cure any Title Objection within five (5) days after Buyer’s delivery of such Title Objection, then Seller shall be deemed to have elected not to remove or cure such Title Objection, and any time thereafter Buyer may elect to (i) terminate this Agreement by delivering written notice thereof to Seller, in which event Holder shall promptly refund the ▇▇▇▇▇▇▇ Money to Buyer, and neither party shall have any further obligations or liability under this Agreement except as expressly provided in this Agreement or (ii) waive such Title Objection and proceed to Closing. Notwithstanding the foregoing or any other provision herein to the contrary, Seller shall be required to satisfy or cure any Mandatory Cure Items at or prior to Closing, regardless of whether Buyer objects to the same, and any such Mandatory Cure Items shall be deemed Cure Items. 2. Buyer shall have 30 the right to update the title commitment and survey for the Property after the expiration of the Due Diligence Period and prior to Closing. If any such title commitment update or survey update reveals any additional title or survey matters affecting the Property which were not previously disclosed in Buyer’s title commitment or survey, then Buyer may notify Seller of any objections to any such additional title or survey matters (“Additional Title Objections”) notwithstanding the expiration of the Due Diligence Period. Seller may elect, by written notice to Buyer, to remove or cure any such Additional Title Objection at or prior to Closing (an “Additional Cure Item”). If Seller does not agree in writing to remove or cure any Additional Title Objection within five (5) days from the Binding after Buyer’s delivery of such Additional Title Objection, then Seller shall be deemed to have elected not to remove or cure such Additional Title Objection, and any time thereafter Buyer may elect to (i) terminate this Agreement date by delivering written notice thereof to Seller, in which event Holder shall promptly refund the ▇▇▇▇▇▇▇ Money to furnish Buyer, and neither party shall have any further obligations or liability under this Agreement except as expressly provided in this Agreement or (ii) waive such Additional Title Objection and proceed to Closing. Notwithstanding the foregoing or any other provision herein to the contrary, Seller with a written statement of shall be required to remove or cure any Additional Title Objection relating to any title objections, UCC-1 or UCC-2 Financing Statementssurvey matter that first affects the Property or that first appears in the public record after the Effective Date, and encroachments, and other facts affecting the marketability of the Property as revealed by a current any such title examination and surveyor survey matter shall be deemed an Additional Cure Item. 3. Seller shall have 14 days from until the receipt of such objections (the "Title Cure Period") Closing to cure or satisfy all valid title objectionsCure Items and Additional Cure Items, as applicable. Seller shall satisfy any existing liens or monetary encumbrances identified by Buyer as Title Objections which may be satisfied by the payment of a sum certain prior to Closing. Except for Seller's obligations in the preceding sentence, if If Seller fails to cure any other valid title objections of Buyer within the Title Cure Period Item or Additional Cure Item, as applicable, at or prior to Closing (and fails to provide Buyer with evidence of Seller's cure satisfactory to Buyer and to the Title Company), then within five days of the expiration of the Title Cure Period, Buyer may as Buyer's elect in its sole remediesdiscretion by delivering written notice to Seller: (1) rescind the transaction contemplated herebyto exercise Buyer’s remedies under Section 17.B with respect to such failure by Seller, in which case Buyer shall be entitled to the return of Buyer's ▇▇▇▇▇▇▇ Moneydeemed a default by Seller under this Agreement; (2) to waive any such objections failure and elect proceed to close the transaction contemplated hereby irrespective of such title objections and without reduction of the Purchase PriceClosing; or (3) to extend the Closing Date for a period of up to fifteen thirty (30) days as determined by Buyer to allow Seller further time to cure such valid title objections. Failure to act in a timely manner under this paragraph shall constitute a waiver of Buyer's rights hereunder. Buyer shall have the right to re-examine title prior to Closing and notify Seller at Closing of any title objections which appear of record after the date of Buyer's initial title examination and before ClosingCure Item or Additional Cure Item, as applicable.

Title Objections. In the event that any exceptions to title listed in the Preliminary Report or any supplement thereto (other than standard printed exceptions) or matters shown on any survey are unacceptable to Buyer in Buyer’s sole discretion, Buyer shall have 30 days from the Binding Agreement date notify Seller in which to furnish Seller with a written statement of any title objections, UCC-1 or UCC-2 Financing Statements, and encroachments, and other facts affecting the marketability of the Property as revealed by a current title examination and survey. Seller shall have 14 days from the receipt writing of such objections facts (“Title Objection(s)”) on or prior to 5:00 p.m. (California time) on August 12, 2016 (the "“Title Cure Review Period") ”). Buyer’s failure to cure notify Seller in writing within such time period shall be deemed Buyer’s notice that all valid title objections. Seller shall satisfy any existing liens or monetary encumbrances identified by Buyer as Title Objections which may be satisfied by the payment of a sum certain prior to Closing. Except for Seller's obligations exceptions in the preceding sentencePreliminary Report or survey are acceptable. Notwithstanding the foregoing, if Seller fails to cure any other valid title objections of Buyer within the Title Cure Period (and fails to provide Buyer with evidence of Seller's cure satisfactory to Buyer and to the Title Company), then within five days of the expiration of the Title Cure Period, Buyer may as Buyer's sole remedies: (1) rescind the transaction contemplated hereby, in which case Buyer shall be entitled to the return of Buyer's ▇▇▇▇▇▇▇ Money; (2) waive any such objections and elect to close the transaction contemplated hereby irrespective of such title objections and without reduction of the Purchase Price; or (3) extend the Closing Date for a period of up to fifteen days to allow Seller further time to cure such valid title objections. Failure to act in a timely manner under this paragraph shall constitute a waiver of Buyer's rights hereunder. Buyer shall have the right to re-examine deliver a Title Objection or Title Objections in connection with any exceptions to coverage contained in any supplemental title report that may be issued by the Title Company or any survey of the Property received by Buyer following the Feasibility Termination Date that were not set forth in the Preliminary Report, provided that such Title Objection or Title Objections, as the case may be, are delivered to Seller within five (5) business days after the issuance of such supplemental title report or survey. Buyer’s failure to notify Seller in writing within such time period shall be deemed Buyer’s notice that all exceptions in such supplemental title report or survey are acceptable. If Buyer has notified Seller of any Title Objections as provided in this Section 3(b), Seller shall have the right (but not the obligation), to notify Buyer in writing within three (3) business days after receipt of Buyer’s Title Objections that Seller intends to cure any such Title Objection(s). Failure of Seller to deliver a written notice to Buyer that it intends to cure any Title Objection(s) within such three (3) business day period shall constitute Seller’s refusal to cure such matter(s). If Seller has elected to cure any Title Objection, the cure of such Title Objection shall be a condition precedent to Closing for the benefit of Buyer as set forth in Section 6 below. Notwithstanding the foregoing, Seller covenants to cause to be released and reconveyed from the Property, or to remove as exceptions to title prior to Closing the Closing, any mortgages, deeds of trust, or other monetary encumbrances, liens (including, without limitation, mechanic’s liens unless created by, through or under Buyer), assessments or indebtedness shown on the Preliminary Report or any supplemental title report, except for real property taxes not delinquent (with Seller having the right to apply the Purchase Price or a portion thereof for such purpose) (collectively, “Monetary Encumbrances”). In addition, Seller agrees that it shall not place any other lien, encumbrance, or exception to title on or against the Property during the term of this Agreement without the prior written consent of Buyer, which consent may be withheld in Buyer’s sole discretion. In the event that Seller provides written notice stating Seller’s intention to cure any Title Objection(s), and notify Seller at Closing fails to cure such matter on or prior to the scheduled Close of any title objections which appear of record Escrow, Buyer shall have the right by providing written notice to Escrow Holder and Seller within three (3) business days after the date scheduled Close of Buyer's initial title examination Escrow to either (i) waive such Title Objection, or (ii) terminate this Agreement and before Closing.the Escrow. In the event that Buyer delivers a written termination notice as provided in the immediately preceding sentence, or fails to provide such written notice of termination or waiver within such three (3) business day period, then (a) the Deposit shall be returned to Buyer by Escrow Holder without further instruction; and (b) this Agreement and the Escrow shall thereupon be cancelled, and neither party

Title Objections. Buyer Purchaser may, at its sole cost and expense, request the Title Company to issue its title insurance commitment for the Real Property (the “Title Commitment”) and may engage a licensed surveyor to prepare an ALTA/ACSM survey of the Real Property (the “Survey”). On or prior to 5:00 p.m. Central time on the thirtieth (30th) day after the Effective Date (such thirty (30) day period is referred to herein as the “Due Diligence Period” and the last day of the Due Diligence Period at 5:00 p.m. Central time is referred to herein as the “Approval Date”), Purchaser or Purchaser’s attorneys shall have 30 days deliver to Seller or Seller’s attorneys, notice of Purchaser’s objections (the “Title Objections”) to any survey matters, liens, encumbrances or other title exceptions revealed by the Commitment or the Survey, as the case may be. Copies of the title exceptions(s) constituting the Title Objections shall be delivered to Seller or Seller’s attorneys with such objection notice. Upon receipt of any such timely written notice of Title Objections from the Binding Agreement date in which to furnish Purchaser, Seller with a written statement of any title objectionsmay, UCC-1 but shall not be obligated to, cure the Title Objections on or UCC-2 Financing Statements, and encroachments, and other facts affecting before the marketability of the Property as revealed by a current title examination and surveyClosing Date. Seller shall have 14 notify Purchaser within five (5) business days from of receiving the receipt of such objections (the "Title Cure Period") Objections as to its decision to either cure or not to cure all valid title objectionsthe Title Objections. If Seller does not provide such notice, then Seller shall satisfy any existing liens be deemed to have elected not to cure the Title Objections. If Seller elects (or monetary encumbrances identified by Buyer as Title Objections which may be satisfied by the payment of a sum certain prior is deemed to Closing. Except for Seller's obligations in the preceding sentence, if Seller fails have elected) not to cure any other valid title objections of Buyer within the Title Cure Period (and fails to provide Buyer with evidence of Seller's cure satisfactory to Buyer and to the Title Company)Objection, then within five days of the expiration of Purchaser’s sole and exclusive right and remedy shall be, on the Title Cure Periodterms and conditions set forth below, Buyer may as Buyer's sole remedieseither: (1x) rescind to elect not to purchase the transaction contemplated herebyProperty, in which case Buyer event this Agreement shall be entitled terminated, and the Deposit shall be returned to Purchaser; or (y) to complete the return of Buyer's ▇▇▇▇▇▇▇ Money; (2) waive any such objections and elect to close the transaction transactions contemplated hereby irrespective of in accordance with this Agreement subject to such title objections and Title Objection without reduction in or abatement of the Purchase Price; or . The Purchaser shall exercise its option pursuant to clause (x) of this Section 2.1 by written notice given to and received by Seller within three (3) extend business days after receipt by Purchaser of Seller’s notice (or deemed election) that Seller will not cure the Closing Date for Title Objections. If the Purchaser shall fail to send a period written notice to Seller exercising the Purchaser’s option set forth under clause (x) of up this Section 2.1 within the applicable period, then the Purchaser shall conclusively be deemed to fifteen days to allow Seller further time to cure such valid title objections. Failure to act have exercised the option set forth in a timely manner under clause (y) of this paragraph shall constitute a waiver of Buyer's rights hereunder. Buyer shall have the right to re-examine title prior to Closing and notify Seller at Closing of any title objections which appear of record after the date of Buyer's initial title examination and before ClosingSection 2.1.

Title Objections. Buyer Purchaser shall have 30 thirty (30) days from the Binding Agreement date in which last to furnish be received of the Title Commitment and the Survey to notify Seller with a written statement as to any items that are unsatisfactory to Purchaser. Unless Purchaser or its attorney so notifies Seller within such 30-day period, Purchaser shall be deemed to have approved the condition of any title objections, UCC-1 or UCC-2 Financing Statements, and encroachments, and other facts affecting the marketability of to the Property as revealed reflected by a current title examination the Title Commitment and surveySurvey. If within such period Purchaser notifies Seller that any of the items are unacceptable (“Objections”), Seller shall have 14 within five (5) business days from the after receipt of such objections (the "Title Cure Period") to cure all valid title objections. notice notify Purchaser whether Seller shall satisfy any existing liens or monetary encumbrances identified by Buyer as Title Objections which may be satisfied by the payment of a sum certain prior to Closing. Except for Seller's obligations in the preceding sentence, if Seller fails elect to cure any other valid title objections or all of Buyer within such Objections (provided, however, that Seller must satisfy and remove of record or cure, as the Title Cure Period (case may be, and fails shall not have any right to provide Buyer with evidence of Seller's elect not to cure, any matter which it is required to cure satisfactory pursuant to Buyer Section 4.04 below). If Seller elects to cure any such Objections, then Seller shall promptly cure the Objections which it has elected to cure to Purchaser’s and to the Title Company)’s satisfaction. If Seller elects not to cure any such Objections, or is unable to cure any such Objections, then Purchaser at its sole and absolute option may either (i) accept title to the Property subject to such Objections or (ii) terminate this Agreement by written notice to Seller, whereupon the Deposit shall be promptly returned to Purchaser and the parties shall have no further rights or liabilities under this Agreement other than those which expressly survive the termination of this Agreement. Purchaser shall make such election by written notice to Seller or on before the Closing Date or within five business days after Seller has advised Purchaser in writing that has elected not to cure any such Objections or is unable to cure any such Objections, whichever occurs first, and in the event Purchaser does not make such election, Purchaser shall be conclusively deemed to have waived such Objections. Those restrictions, liens, encumbrances, easements, servitudes, rights of way and other matters as are not objected to or are waived by Purchaser in the manner provided in this Section shall be deemed “Permitted Exceptions”. Nothing herein shall be deemed to prohibit Purchaser from objecting to title or survey matters revealed subsequent to approval of the expiration of title reflected by the Title Cure PeriodCommitment and the Survey, Buyer may as Buyer's sole remedies: (1) rescind the transaction contemplated hereby, in which case Buyer shall be entitled to the return of Buyer's ▇▇▇▇▇▇▇ Money; (2) waive and any such objections and elect to close the transaction contemplated hereby irrespective of such title objections and without reduction of the Purchase Price; or (3) extend the Closing Date for a period of up to fifteen days to allow Seller further time to cure such valid title objections. Failure to act will be treated as “Objections” in a timely manner under accordance with this paragraph shall constitute a waiver of Buyer's rights hereunder. Buyer shall have the right to re-examine title prior to Closing and notify Seller at Closing of any title objections which appear of record after the date of Buyer's initial title examination and before ClosingSection.

Title Objections. Buyer shall have 30 days from the Binding Agreement date in which to furnish Seller with a written statement undertake such examination of any title objections, UCC-1 or UCC-2 Financing Statementsto, and encroachmentssurvey of, the Premises that it deems necessary or appropriate during the first twenty (20) calendar days of the Due Diligence Period (the “Title Objections Period”). Buyer may submit to Seller by the end of the Title Objections Period such objections (the “Title Objections”) that Buyer may have to the state of title to, and other facts affecting survey of, the marketability Premises that exist as of the Property as revealed respective dates of the Title Commitment and any survey obtained by a current title examination and surveyBuyer (the “Survey”). Seller shall have 14 five (5) days from the receipt of such objections (the "Title Cure Period") to cure all valid title objections. Seller shall satisfy any existing liens or monetary encumbrances identified by Buyer as Buyer’s Title Objections which may to notify Buyer whether Seller will agree to cause a Title Objection to be satisfied by cured, removed or corrected (“Seller’s Title Notice”). If, within the payment of a sum certain prior to Closing. Except for Seller's obligations in the preceding sentencetime specified, if Seller fails to cure send Seller’s Title Notice, then Seller shall be deemed to have elected not to cause any other valid title objections Title Objection to be cured, removed or corrected as aforesaid. Buyer may then, at its option, to be exercised on or before that date which is five (5) days following Buyer’s receipt of Buyer within Seller’s Title Notice (or in the Title Cure Period (and event Seller fails to provide Buyer with evidence deliver Seller’s Title Notice, that date which is ten (10) days after Seller’s receipt of Seller's cure satisfactory to Buyer and to the Buyer’s Title CompanyObjections), then within five days of either (x) terminate this Agreement and immediately receive from Escrow Agent the expiration of the Title Cure Period, Buyer may as Buyer's sole remedies: (1) rescind the transaction contemplated herebyDeposit, in which case event this Agreement, without further action of the parties, shall become null and void, and neither party shall have any further rights or obligations under this Agreement (other than those which survive the termination of this Agreement), or (y) elect to accept title to the Property as it then is, without any reduction in the Purchase Price, in which event the Title Objections shall be deemed to be Permitted Encumbrances. If Buyer fails to make either such election, Buyer shall be entitled deemed to the return of Buyer's ▇▇▇▇▇▇▇ Money; have elected option (2) waive any such objections and elect to close the transaction contemplated hereby irrespective of such title objections and without reduction of the Purchase Price; or (3) extend the Closing Date for a period of up to fifteen days to allow Seller further time to cure such valid title objections. Failure to act in a timely manner under this paragraph shall constitute a waiver of Buyer's rights hereunder. Buyer shall have the right to re-examine title prior to Closing and notify Seller at Closing of any title objections which appear of record after the date of Buyer's initial title examination and before Closingy).

Title Objections. Buyer If such Title Commitment and/or Survey disclose matters and exceptions to title, other than Permitted Exceptions, to which Purchaser objects (the “Title Objections”) in a written notice to Seller delivered no later than five (5) days following receipt of the Title Commitment and Survey, Seller (in its sole discretion) shall have 30 ten (10) business days (the “Seller Cure Period”) from the Binding Agreement date in which of such notice to furnish Seller with a written statement of any title objections, UCC-1 have the Title Objections removed or UCC-2 Financing Statements, and encroachments, and other facts affecting to obtain the marketability commitment of the Property as revealed by a current title examination and survey. Seller shall have 14 days from the receipt of Title Company to provide affirmative insurance to Purchaser over such objections (the "Title Cure Period") to cure all valid title objections. Seller shall satisfy any existing liens or monetary encumbrances identified by Buyer as Title Objections which may be satisfied by at standard rates. If Seller fails or elects not to have any Title Objections removed or fails or elects not to cause the payment of a sum certain Title Company to issue its commitment to insure over the same on or prior to Closing. Except for Seller's obligations in the preceding sentence, if Seller fails to cure any other valid title objections of Buyer within the Title Cure Period (and fails to provide Buyer with evidence of Seller's cure satisfactory to Buyer and to the Title Company), then within five days of the expiration of the Title Seller Cure Period, Buyer may Purchaser may, as Buyer's its sole remedies: , either elect to take title as it then is or terminate this Contract and receive a return of the Deposit by delivery of notice to that effect at any time prior to the “Title Objection Expiration Date” which shall mean within five (15) rescind days after the transaction contemplated herebysooner of the (i) the date on which Seller notifies Purchaser of its failure to have any such Title Objections removed or insured over, in which case Buyer or (ii) the expiration of the Seller Cure Period. If Purchaser shall elect to take title subject to any Title Objections, all of such Title Objections shall thereupon become, for all purposes hereof, additional “Permitted Exceptions;” provided, however, Mandatory Cure Items (as hereinafter defined) shall not be considered Permitted Exceptions and shall be entitled removed and cured by Seller at its sole expense prior to the return of Buyer's ▇▇▇▇▇▇▇ Money; (2) waive Closing. If any such objections and elect to close the transaction contemplated hereby irrespective of such title objections and without reduction of the Purchase Price; or (3) time periods set forth in this Section 1.01 extend beyond the Closing Date, then notwithstanding anything set forth in this Contract to the contrary, the Closing Date for a period of up shall be extended to fifteen days permit the applicable party to allow Seller further time to cure such valid title objections. Failure to act in a timely manner under this paragraph shall constitute a waiver of Buyer's rights hereunder. Buyer shall have the right full time period set forth in this section. “Mandatory Cure Items” shall mean liens which are of a definite and ascertainable amount which in the aggregate can be removed at the Closing by payment of monies, and which either (A) represent, evidence, secure or otherwise relate to re-examine title prior mortgage debt, security interests, and other financing documents, (B) represent taxes or assessments which are then delinquent or which are then due and payable, (C) relate to Closing any mechanics or materialmen’s liens, and notify Seller at Closing of (D) any title objections which appear of record after the date of Buyer's initial title examination and before Closingother monetary liens. Purchaser shall not be obligated to identify any Mandatory Cure Items as a Title Objection.

Title Objections. Buyer has until thirty (30) days after the Effective Date (“Title Objection Deadline”) to review the Seller’s survey and the Survey, if any, Title Commitment and legible copies of the title instruments referenced in them and notify Seller of Buyer’s objections to any of them (“Title Objections”). Buyer will be deemed to have approved all matters reflected by the Seller survey and/or Survey, if applicable, as the case may be, and Title Commitment to which Buyer has made no Title Objection by the Title Objection Deadline. The matters that Buyer either approves or is deemed to have approved, or waives or is deemed to have waived, shall be considered “Permitted Exceptions” hereunder. If Buyer notifies Seller of any Title Objections, Seller has five (5) days from receipt of Buyer’s notice to notify Buyer whether Seller will attempt to cure the Title Objections prior to Closing (“Cure Notice”). If Seller does not timely give its Cure Notice or timely gives its Cure Notice but does not agree to attempt to cure any or all the Title Objections before Closing, Buyer may, within five (5) days after the deadline for the giving of Seller’s Cure Notice, notify Seller that either this Contract is terminated or that Buyer will waive its objections hereunder and proceed to close in accordance with the terms of this Contract; failing which, Buyer shall be deemed to have 30 days from the Binding Agreement date in which to furnish Seller with a written statement of any title objections, UCC-1 or UCC-2 Financing Statements, and encroachments, and other facts affecting the marketability of the Property as revealed by a current title examination and surveywaived its objections hereunder. Seller shall have 14 days from the receipt of such objections (the "Title Cure Period") to cure all valid title objections. Seller shall satisfy any existing liens or monetary encumbrances identified by Buyer as Title Objections which may be satisfied by the payment of a sum certain prior to Closing. Except for Seller's obligations in the preceding sentenceFurther, if Seller notifies Buyer that Seller intends to attempt to cure the Title Objections before Closing but fails to cure any other valid title objections of Buyer within the such Title Cure Period (and fails to provide Buyer with evidence of Seller's cure satisfactory to Buyer and to the Title Company)Objections in a timely manner, then within five days of the expiration of the Title Cure Period, Buyer may as Buyer's sole remedies: (1) rescind the transaction contemplated hereby, in which case Buyer shall be entitled to exercise its rights set forth in the return of Buyer's ▇▇▇▇▇▇▇ Money; (2) waive any preceding sentence as its exclusive remedy, provided such objections and elect right is exercised prior to close the transaction contemplated hereby irrespective of such title objections and without reduction of the Purchase Price; or (3) extend the Closing Date for a period of up Date. Notwithstanding the foregoing, if the Title Objections relate solely to fifteen days Removable Monetary Liens (as hereinafter defined) then, in addition to allow Seller further time to cure such valid title objections. Failure to act in a timely manner under this paragraph shall constitute a waiver of the Buyer's ’s rights hereunder. set forth above, Buyer shall have the option to take title to the Property despite the existence of such matter, and remove such objectionable matter and reduce the Purchase Price in accordance with the amount of money expended in pursuance of such matter (provided that the right to re-examine title prior cure matters in accordance with this sentence shall be limited solely to Closing Removable Monetary Liens). For purposes of this Contract, “Removable Monetary Liens” shall mean all liens and notify encumbrances, which are (i) definite and ascertainable, (ii) can be satisfied by payment of money, and (iii) represent (a) mortgage or other indebtedness of record, other than related to the Existing Debt, and (b) liens or encumbrances suffered or permitted by Seller at Closing of or any title objections which appear of record after party claiming by, through or under Seller; provided, however, that any third party claim (i.e. mechanics’ or materialmens’ liens) provided in item (b) above may be removed from the date of Title Policy by Seller by bond, indemnity or otherwise to Buyer's initial title examination and before Closing’s reasonable satisfaction and, upon which, there shall be no reduction in the Purchase Price with respect to such claim.

Title Objections. Buyer Prior to the expiration of the Due Diligence Period, the County Parties shall have 30 days from the Binding Agreement date in which give written notice to furnish Seller with a written statement Sellers of any title objections, UCC-1 matters contained in the Title Commitment or UCC-2 Financing Statements, and encroachments, and other facts affecting Title Documents to which the marketability County Parties object (the “Objection Notice”). Any matters in the Title Commitment to which the County Parties do not so object prior to the expiration of the Property as revealed by a current title examination and survey. Seller Due Diligence Period shall have 14 days from the receipt of such objections (the "Title Cure Period") to cure all valid title objections. Seller shall satisfy any existing liens or monetary encumbrances identified by Buyer as Title Objections which may be satisfied by the payment of a sum certain prior to Closing. Except for Seller's obligations in “Permitted Exceptions.” Notwithstanding the preceding sentence, if Seller fails taxes for 2018 and subsequent years shall be Permitted Exceptions but shall be pro- rated as of the Closing. Sellers shall have thirty (30) days after receipt of the Objection Notice (“Sellers’ Cure Period”) to cure or to agree to cure at or before Closing such Title objections (“Objections”), to the satisfaction of the County Parties, as Sellers may choose, in their sole discretion, to cure. If Sellers fail to timely act in accordance with the preceding sentence during Sellers’ Cure Period, Sellers will be deemed to have chosen not to cure any other valid title objections Objections. If Sellers are unable or unwilling to cure any of Buyer within the Title Cure Period (and fails to provide Buyer with evidence Objections, Sellers shall promptly notify the County Parties in writing of Seller's cure satisfactory to Buyer and such inability or unwillingness. If Sellers timely give notice to the Title Company)County Parties that Sellers are unable or unwilling to cure any of the Objections, or if Sellers otherwise fail to cure the Objections, then within five days of the County Parties may, by written notice to the Sellers and the Escrow Agent prior to the expiration of the Title Cure Due Diligence Period, Buyer may as Buyer's sole remedies: (1i) rescind waive any such Objections, and proceed to Closing; or (ii) terminate this Agreement and receive back the transaction contemplated hereby, in which case Buyer shall be entitled to the return of Buyer's ▇▇▇▇▇▇▇ Money. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, at Closing, Sellers shall (A) remove all deeds of trust, mortgages and all other security documents encumbering the Property which secure the payment of any indebtedness (to the extent arising by, through or under Sellers or their affiliates); and (2B) waive any such objections and elect to close shall either remove or, but only with the transaction contemplated hereby irrespective of such title objections and without reduction prior written consent of the Purchase PriceCounty Parties, cause U.S. Title Insurance Agency to affirmatively insure against the following to the extent arising by, through or under Sellers and/or their affiliates: (x) any mechanic’s or materialmen’s liens against the Property arising by, through or under Sellers; and (y) any tax or (3) extend judgment liens or charges against Sellers and the Closing Date for a period of up to fifteen days to allow Seller further time to cure such valid title objections. Failure to act in a timely manner under this paragraph shall constitute a waiver of Buyer's rights hereunder. Buyer shall have the right to re-examine title prior to Closing and notify Seller at Closing of any title objections which appear of record after the date of Buyer's initial title examination and before ClosingProperty.

Title Objections. Buyer (i) Within five (5) days after the Purchaser’s receipt of both a Title Commitment and the related Survey for each Property, Purchaser shall have 30 days from notify Seller in writing of Purchaser’s objection to any exceptions or other title matters shown on any Title Commitment or the Binding Agreement date in which related Survey that are not Permitted Encumbrances (each, a “Title Objection”). Unless Purchaser shall timely object to furnish any such exceptions or title matters, all such exceptions or title matters shall be deemed to constitute Permitted Encumbrances. Seller with a written statement of may elect (but shall not be obligated) to remove or cause to be removed, or insured over at its expense any title objections, UCC-1 or UCC-2 Financing Statementsmatters which are not Permitted Encumbrances as set forth in a Title Objection, and encroachments, and other facts affecting the marketability of the Property as revealed by a current title examination and survey. Seller shall have 14 days from the receipt of such objections (the "Title Cure Period") to cure all valid title objections. Seller shall satisfy any existing liens or monetary encumbrances identified by Buyer as Title Objections which may be satisfied by the payment of a sum certain prior to Closing. Except for Seller's obligations in the preceding sentence, if Seller fails to cure any other valid title objections of Buyer within the Title Cure Period (and fails to provide Buyer with evidence of Seller's cure satisfactory to Buyer and to the Title Company), then within five days of the expiration of the Title Cure Period, Buyer may as Buyer's sole remedies: (1) rescind the transaction contemplated hereby, in which case Buyer shall be entitled to a reasonable adjournment of the return Closing (not to exceed sixty (60) days) only as to the Property or Properties to which such Title Objection(s) relate for the purpose of Buyer's ▇▇▇▇▇▇▇ Money; such removal or cure, which removal or cure will be deemed effected by the issuance of title insurance eliminating or insuring against the effect of such title matter (it being understood that the Closing of the other Properties shall not be adjourned). If prior to Closing any Title Objection with respect to any individual Property is not removed or resolved by Seller to Purchaser’s reasonable satisfaction (except for the lien of the Existing Mortgages that will be satisfied at Closing with proceeds from Purchaser at Closing), then, on or prior to Closing, Purchaser shall notify Seller in writing of the Properties affected thereby, and subject to Section 2.09, Purchaser shall have the option, as its sole remedy, upon written notice to Seller on or before Closing, to (x) terminate this Agreement as to such affected Properties, in which event neither party will have any further obligations or liability hereunder with respect to such affected Properties, except for those obligations expressly stated to survive such termination, and (y) remove the applicable Properties from the Properties to be conveyed hereunder, with a reasonably appropriate adjustment to the Purchase Price, and proceed to close with respect to the remaining Properties. (ii) Purchaser shall direct the Title Company to deliver a copy of any update or continuation to a Title Commitment or the Survey to Seller simultaneously with its delivery of the same to Purchaser. If any supplement to a Title Commitment or the related Survey discloses any additional title defects which were not created by or with the consent of Purchaser, and which are not acceptable to Purchaser, Purchaser shall notify Seller in writing of its objection thereto (each, an “Additional Title Objection”) within three (3) days following receipt of such supplement or revision (but in no event later than two (2) waive days prior to the Closing Date). Seller may elect (but shall not be obligated) to remove or cause to be removed, or insured over at its expense any title matters which are not Permitted Encumbrances as set forth in an Additional Title Objection, and shall be entitled to a reasonable adjournment of the Closing (not to exceed sixty (60) days) only as to the Property or Properties to which such objections and elect to close Additional Title Objection(s) relate for the transaction contemplated hereby irrespective purpose of such removal or cure, which removal or cure will be deemed effected by the issuance of title insurance eliminating or insuring against the effect of such title objections matter (it being understood that the Closing of the other Properties shall not be adjourned). If any Additional Title Objection with respect to any individual Property is a Must-Remove Title Objection) and without reduction of is not removed or resolved by Seller to Purchaser’s reasonable satisfaction prior to the Closing Date, then, subject to Section 2.09, Purchaser shall have the option, as its sole remedy, upon written notice to Seller, to (x) terminate this Agreement as to such affected Properties, in which event neither party will have any further obligations or liability hereunder with respect to such affected Properties, except for those obligations expressly stated to survive such termination and (y) remove the applicable Properties from the Properties to be conveyed hereunder, with a reasonably appropriate adjustment to the Purchase Price; , and proceed to close with respect to the remaining Properties. (iii) Purchaser’s failure to timely deliver a Title Objection or (3) extend an Additional Title Objection shall be deemed Purchaser’s acceptance of the Closing Date for a period of up to fifteen days to allow Seller further time to cure such valid title objectionsmatters disclosed by the Title Commitments and the related Surveys. Failure to act in a If Purchaser does not timely manner under terminate this paragraph shall constitute a waiver of Buyer's rights hereunder. Buyer shall have the right to re-examine title prior to Closing and notify Seller at Closing Agreement by reason of any title objections which appear of record after the date of Buyer's initial title examination Title Objection or Additional Title Objection, as provided in this Section 2.01, then such Title Objection or Additional Title Objection shall be deemed waived and before Closingapproved by Purchaser and shall thereafter be deemed a Permitted Encumbrance.

Title Objections. Buyer (i) No later than ten (10) days prior to expiration of the Inspection Period, Purchaser shall have 30 days from notify Seller in writing of Purchaser’s objection to any exceptions or other title matters shown on the Binding Agreement date in which to furnish Seller with a written statement Title Commitment or survey matters shown on the Survey of any title objections, UCC-1 or UCC-2 Financing Statements, and encroachments, and other facts affecting the marketability parcel of the Real Property as revealed by (each, a current title examination and survey“Title Objection”). Seller shall have 14 days from the receipt of such objections notify Purchaser in writing (the "“Title Cure Period"Response”), within five (5) to cure all valid title objections. Seller shall satisfy any existing liens or monetary encumbrances identified by Buyer as Title Objections which may be satisfied by the payment of a sum certain prior to Closing. Except for Seller's obligations in the preceding sentence, if Seller fails to cure any other valid title objections of Buyer within the Title Cure Period (and fails to provide Buyer with evidence Business Days of Seller's cure satisfactory to Buyer and to the Title Company), then within five days of the expiration ’s receipt of the Title Cure PeriodObjections, Buyer may as Buyer's sole remedies: (1) rescind the transaction contemplated hereby, in which case Buyer shall be entitled whether it will attempt to remove or resolve such Title Objection prior to the return of Buyer's ▇Closing Date, not being under any obligation to do so. Any matters ▇▇▇▇▇▇ Money; (2) waive agrees to attempt to remove or resolve prior to Closing will become a condition to Closing. Failure to respond to any such objections and elect to close the transaction contemplated hereby irrespective of such title objections and without reduction of the Purchase Price; or (3) extend the Closing Date for a period of up to fifteen days to allow Title Objection shall be deemed an election by Seller further time not to cure such valid title objectionsTitle Objection. Failure If Seller elects not to act in a timely manner under this paragraph shall constitute a waiver of Buyer's rights hereunder. Buyer remove or resolve any Title Objection, then Purchaser shall have the right option, as its sole remedy, upon written notice to re-examine Seller within five (5) Business Days after Purchaser’s receipt of the Title Response (or Seller’s deemed election upon expiration of such response period), to waive such Title Objection or to terminate this Agreement, whereupon the Deposit shall be returned to Purchaser and neither Purchaser nor Seller shall have any further duties or obligations under this Agreement, except as otherwise provided herein. Any Title Objections that are waived hereunder shall be Permitted Encumbrances. (ii) If any supplement to a Title Commitment or the survey discloses any additional title defects not shown on the original Title Commitment which were not created by or with the consent of Purchaser, Purchaser shall notify Seller in writing of its objection thereto (each, an “Additional Title Objection”) within five (5) Business Days following receipt of such supplement or revision, but in no event later than the Closing Date. If any Additional Title Objection is not removed or resolved by Seller to Purchaser’s reasonable satisfaction prior to the Closing Date, then Purchaser shall have the option, as its sole remedy, either to waive such Additional Title Objection and notify proceed to Closing or to terminate this Agreement upon written notice to Seller at on or before the Closing Date, and if terminated, the Deposit shall be returned to Purchaser and neither Purchaser nor Seller shall have any further duties or obligations under this Agreement, except as otherwise provided herein. Any Title Objections that are waived hereunder shall be Permitted Encumbrances. (iii) Purchaser’s failure to timely deliver a Title Objection or an Additional Title Objection within the applicable time period shall be deemed Purchaser’s acceptance of the matters disclosed by the Title Commitment and Survey. If Purchaser does not terminate this Agreement by reason of any title objections which appear Title Objection or Additional Title Objection as provided in this Section, then such Title Objection or Additional Title Objection shall be deemed waived and approved by Purchaser and shall thereafter be deemed Permitted Encumbrances. Notwithstanding the above, Seller shall cause the removal of record after any and all monetary liens, mechanics liens, judgments, delinquent property taxes and any other monetary encumbrances created by Seller that can be cured by the date payment of Buyer's initial title examination and before Closingmoney.

Title Objections. Buyer The Purchaser shall have 30 promptly after the date hereof order a title commitment for and survey of each of the Facilities. The Seller shall be obligated to pay the costs of title examinations, title insurance and surveys, and, notwithstanding anything to the contrary in this Agreement, such obligation shall survive any termination of this Agreement. Within fifteen (15) business days from after the Binding Agreement date Purchaser has received all of the title commitments and surveys, the Purchaser shall notify Magellan in which to furnish Seller with a written statement writing of any matters listed in the title objectionscommitments or depicted (or not depicted) on the surveys (including, UCC-1 or UCC-2 Financing Statementswithout limitation, and encroachments, and other facts affecting flood plains) of which the marketability of Purchaser disapproves except for the Property as revealed by a current title examination and survey. Seller shall have 14 days from the receipt of such objections Permitted Exceptions (the "Title Cure PeriodObjections") to cure all valid title objections. Seller shall satisfy any existing liens or monetary encumbrances identified by Buyer as Title Objections which may be satisfied by the payment of a sum certain prior to Closing. Except for Seller's obligations in the preceding sentence, if Seller fails to cure any other valid title objections of Buyer within the Title Cure Period (and fails to provide Buyer with evidence of Seller's cure satisfactory to Buyer and to the Title Company), then within five days of provided, however, that in no event shall the expiration of the Title Cure Period, Buyer may as Buyer's sole remedies: (1) rescind the transaction contemplated hereby, in which case Buyer shall be entitled to the return of Buyer's ▇▇▇▇▇▇▇ Money; (2) waive any such objections and elect to close the transaction contemplated hereby irrespective of such title objections and without reduction of the Purchase Price; or (3) extend the Closing Date for a period of up to fifteen days to allow Seller further time to cure such valid title objections. Failure to act in a timely manner under this paragraph shall constitute a waiver of Buyer's rights hereunder. Buyer shall Purchaser have the right to re-examine title disapprove or object to any flood plain matter with respect to any Facility unless (i) an ordinance, law, rule or regulation applicable to said Facility provides that such Facility may not be rebuilt following a casualty because such Facility is located in a flood plain, or (ii) the Purchaser reasonably determines that the uninsured cost to rebuild would be unduly burdensome or the flood risk cannot be insured at reasonable rates. If the Purchaser so notifies Magellan of any Objections, then, within a reasonable period of time after such notice, the Seller shall take all action necessary to eliminate or cure such Objections or to make arrangements, satisfactory to the Purchaser, to have such Objections eliminated or cured prior to the Closing. If the Seller is unable or unwilling to eliminate or cure all such Objections, or to make satisfactory arrangements to have same eliminated or cured prior to the Closing to the Purchaser's satisfaction, and notify Seller the Purchaser does not waive the Seller's failure to eliminate or cure such Objections as provided in Section 8.1, then the Purchaser shall have the right, at Closing its sole option, to terminate this Agreement by giving written notice of such election to Magellan. Upon the giving of any title objections which appear such termination notice, this Agreement shall terminate, and all rights, obligations and liabilities of the parties hereunder shall be released and discharged. If the Purchaser fails to object to any matter within such fifteen (15) business day period or thereafter waives it Objections, such matters shall be deemed approved and shall constitute Permitted Exceptions hereunder. Without limiting the generality of the foregoing, the Seller shall have the absolute obligation, whether or not the Purchaser objects, to cure or remove of record after or, with the date Purchaser's consent, obtain affirmative coverage over the following matters at or before the Closing: (a) all mortgages or deeds of Buyertrust affecting the Facilities, except those securing the Industrial Revenue Bonds that the Purchaser assumes at Closing; (b) all past due ad valorem taxes and assessments of any kind constituting a lien against the Facilities; (c) all mechanic's, materialmen's initial and similar liens; and (d) all judgments constituting a lien against the Facilities. Notwithstanding the foregoing to the contrary, the Purchaser shall use its commercially reasonable bests efforts to deliver Objections to the Seller on a Facility by Facility basis within fifteen (15) business days following the Purchaser's receipt of a title examination commitment and before Closingsurvey for each Facility.

Title Objections. 6.2.1 If any exceptions appear in the Title Commitment other than the Permitted Exceptions, that Buyer reasonably determines are unacceptable to it or that would unreasonably interfere with Buyer's Intended Use of the Property, or that result in title to the Property not being marketable and insurable, then Buyer must, within thirty (30) days from the Effective Date, provide written notice to Seller and the Escrow Agent of such title objection(s). Buyer may not object to any Permitted Exceptions. If Buyer fails to disapprove an item reflected therein by written notice received by Seller and the Escrow Agent within thirty (30) days from the Effective Date, Buyer shall be deemed to have approved such item. Irrespective of the foregoing, if any matter first appears in the Survey that may give rise to a title objection as provided above, Buyer shall have 30 fifteen (15) days from the Binding Agreement date in which to furnish Seller with a written statement of any title objections, UCC-1 or UCC-2 Financing Statements, and encroachments, and other facts affecting the marketability receipt of the Property Survey to provide written notice to Seller and the Escrow Agent of such title objection(s). 6.2.2 If Buyer gives written notice of title objections as revealed by a current title examination and survey. specified in Section 6.2.1, Seller shall have 14 thirty (30) days from the after receipt of such written notice to cure or remove all such title objections (other than any outstanding deeds of trust, deeds to secure debt, mortgages or similar security instruments affecting all or portions of the "Title Cure Period"Property, all of which security instruments Seller shall cause to be satisfied or released of record at or before Closing). Seller hereby agrees to use its commercially reasonable efforts without expending more than two percent (2%) of the Purchase Price to cure all valid title objectionsor remove said objections on or before the time required hereunder. Seller shall satisfy any existing liens or monetary encumbrances identified by Buyer as Title Objections which may be satisfied by In the payment of a sum certain prior to Closing. Except for Seller's obligations in the preceding sentence, if event Seller fails or refuses to cure any other valid title or remove said objections of Buyer within the Title Cure Period (and fails to provide Buyer with evidence of Seller's cure satisfactory to Buyer and to the Title Company)such period, then within five days of the expiration of the Title Cure Period, Buyer may pursue the following as Buyer's its sole remedies: (1a) rescind the transaction contemplated herebyterminate this Agreement, in which case Buyer event the Earnest Money shall be entitled returned immediately to the return of Buyer's ▇▇▇▇; (b) cure ▇▇▇ Money; ▇▇ch title objection, provided, however, that any and all expenditures in connection with the same shall not exceed two percent (2%) waive any such objections of the Purchase Price, in which event, the Purchase Price shall be reduced by an amount equal to the actual cost and elect to close expense reasonably incurred by Buyer in connection with the transaction contemplated hereby irrespective curing of such title objections and without reduction of (subject to the Purchase Priceforegoing monetary limitation); (c) accept title to the Property subject to such title objection; or (3d) any combination of the above. In the event Buyer elects to cure such title objection pursuant to item (b) hereof, Buyer at its option, upon giving written notice to Seller, may extend the Closing Date for a period until the curing of up to fifteen such title defect or thirty (30) days to allow Seller further time to cure such valid title objections. Failure to act in a timely manner under this paragraph shall constitute a waiver of Buyer's rights hereunder. Buyer shall have the right to re-examine title prior to Closing from and notify Seller at Closing of any title objections which appear of record after the date scheduled Closing Date, whichever shall first occur. 6.2.3 If any notice of a title objection is not given as specified in Section 6.2.1 or title is otherwise accepted in accordance with Section 6.2.2, and, thereafter, title is conveyed to Buyer's initial title examination , the Permitted Exceptions shall include all matters shown on the Title Commitment and before ClosingSurvey as to which the Property may be conveyed pursuant to this Section .

Title Objections. Buyer shall have 30 days from In the Binding Agreement date in which to furnish Seller with a written statement of event the Title Commitment or Survey indicate any title objections, UCC-1 exceptions or UCC-2 Financing Statements, and encroachments, and other facts affecting the marketability of matters concerning the Property as revealed by a current title examination and survey. which are unacceptable to Purchaser then Purchaser shall notify Seller shall have 14 days from the receipt in writing of such objections (the "Title Cure Period") to cure all valid title objections. Seller shall satisfy any existing liens or monetary encumbrances identified by Buyer as Title Objections which may be satisfied by the payment of a sum certain prior to Closing. Except for Seller's obligations in the preceding sentence, if Seller fails to cure any other valid title objections of Buyer within the Title Cure Period (and fails to provide Buyer with evidence of Seller's cure satisfactory to Buyer and to the Title Company), then within five days of fact no later than the expiration of the Review Period (as hereinafter defined). Purchaser’s failure to give Seller written notice of objections within such period shall be deemed to be Purchaser’s approval of the title matters indicated in the Title Cure Commitment and Survey. Purchaser shall have no obligation to make objections to any voluntary liens securing a financing or financings provided to Seller, all of which Seller shall cause to be released at Closing. In the event Purchaser makes objections as hereinabove set forth, Seller shall respond to such objections within 10 days and indicate which, if any, of Purchaser’s objections Seller intends to cure. Failure of Seller to timely respond shall be deemed an election by Seller not to cure any of Purchaser’s objections. Seller may undertake to eliminate or modify any unacceptable title exceptions or conditions concerning the Property to the reasonable satisfaction of the Purchaser, but Seller shall not be required to expend any funds in seeking to cure Purchaser’s objections. In the event Seller fails to eliminate or modify the unacceptable title matters or conditions concerning the Property prior to the expiration of the Review Period, Buyer or gives Purchaser written notice of its election not to cure Purchaser’s objections, at Purchaser’s option, this Contract may as Buyer's sole remedies: (1) rescind be terminated by Purchaser by written notice to Seller no later than the transaction contemplated herebyexpiration of the Review Period, in which case Buyer shall be entitled to event the return of Buyer's ▇▇▇▇▇▇▇ Money; , less the Independent Consideration (2) as defined below), shall be returned to Purchaser and the parties shall be relieved of any further obligations hereunder except those that survive termination, or Purchaser may waive any such its objections and elect waive its right to close terminate the transaction contemplated hereby irrespective of such title objections and without reduction Contract under this Article IV. Purchaser’s failure to timely terminate this Contract prior to the expiration of the Purchase Price; or (3) extend Review Period shall be deemed to be an election to waive its objections, if any, and waive its right to terminate the Closing Date for a period of up to fifteen days to allow Seller further time to cure such valid title objections. Failure to act in a timely manner Contract under this paragraph shall constitute a waiver of Buyer's rights hereunder. Buyer shall have the right to re-examine title prior to Closing and notify Seller at Closing of any title objections which appear of record after the date of Buyer's initial title examination and before ClosingArticle IV.

Title Objections. Buyer shall have 30 Purchaser shall, within ten (10) days from after the Binding Agreement date in which to furnish Seller with a written statement of any title objections, UCC-1 or UCC-2 Financing Statements, and encroachments, and other facts affecting the marketability latest of the Property as revealed by a current title examination Title Commitment, the Title Review Documents and survey. Seller shall the Survey Review Items have 14 days from the receipt of such objections been delivered to Purchaser (the "Title Cure Objection Period") deliver to cure Seller written notice of any objections which Purchaser has to any of the Title Review Items and/or the Survey Review Items (the “Title Objections”). If Seller does not receive from Purchaser a written notice specifying those items which are Title Objections within the Title Objection Period, then all valid title objectionsof the Title Review Items and all of the Survey Review Items shall be considered to be “Permitted Exceptions”. Seller shall satisfy not be obligated to cure any existing liens or monetary encumbrances identified by Buyer as of the Title Objections which may be satisfied by or to incur any costs, fees or expenses or initiate any action to cure or attempt to cure any of the payment of a sum certain prior to ClosingTitle Objections except as specifically set forth below. Except for Seller's obligations in In the preceding sentence, if event that Seller fails to cure any other valid title objections cause all of Buyer within the Title Cure Period Objections to be cured or removed as exceptions to title within ten (and fails to provide Buyer with evidence 10) days after receipt of Seller's cure satisfactory to Buyer and to the Title Company), then within five days of Objections or one (1) business day prior to the expiration of the Title Cure Inspection Period, Buyer whichever is earlier (the “Title Curative Period”), or in the event Seller gives notice that it will not cure any one or more of the Title Objections (the “Refusal Notice”), then Purchaser may, as Purchaser’s sole and exclusive remedy, terminate this Agreement by delivering to Seller a written notice of termination on or before the expiration of the Inspection Period. Alternatively, Purchaser may elect to purchase the Real Property subject to all matters related to the Title Objections which have not been cured or removed. If Purchaser delivers a Waiver Notice on or before the expiration of the Inspection Period, then Purchaser will be deemed to have waived the Title Objections (other than those which Seller has cured or agrees to cure prior to Closing) and to have waived Purchaser’s right of termination under this Section 4.03, and in such event all Title Objections (other than those which Seller has cured or agrees to cure prior to Closing) shall be deemed to be Permitted Exceptions under this Agreement. The foregoing notwithstanding, Seller agrees to cause all liens against the Property referred to on Schedule C of the Title Commitment, together with the HEB Profit Participation Agreement (as Buyer's sole remedies: (1) rescind hereinafter defined), to be released at or prior to Closing, and to otherwise satisfy all requirements of the transaction contemplated herebyTitle Company with respect to those items which are set forth on Schedule C of the Title Commitment as applicable to Seller and which do not require action on the part of Purchaser and such items will not be Permitted Exceptions. Purchaser agrees to execute the waiver of inspection required in connection therewith and to otherwise cooperate fully with Seller, at no cost or liability to Purchaser, in which case Buyer shall be entitled order to the return of Buyer's ▇▇▇▇▇▇▇ Money; (2) waive any satisfy all such objections and elect to close the transaction contemplated hereby irrespective of such title objections and without reduction of the Purchase Price; or (3) extend the Closing Date for a period of up to fifteen days to allow Seller further time to cure such valid title objections. Failure to act in a timely manner under this paragraph shall constitute a waiver of Buyer's rights hereunder. Buyer shall have the right to re-examine title prior to Closing and notify Seller at Closing of any title objections which appear of record after the date of Buyer's initial title examination and before Closingrequirements.

Title Objections. Buyer shall have 30 days from the Binding Agreement date in which to furnish Seller with a written statement of any title objections, UCC-1 or UCC-2 Financing Statements, and encroachments, and other facts affecting the marketability of the Property as revealed by a current title examination and survey. Seller shall have 14 no obligation to take any steps or bring any action or proceeding or otherwise to incur any effort or expense whatsoever to eliminate or modify any of Purchaser's Title Objections. Notwithstanding the foregoing, on or before Closing, Seller shall pay or otherwise satisfy (i) any mortgages on the Real Estate, and (ii) other monetary liens against the Real Estate. Seller, at its sole option, may attempt to cure or satisfy all or a portion of Purchaser's Title Objections prior to the Closing Date. If Seller is willing to attempt to cure or satisfy all or a portion of Purchaser's Title Objections, Seller shall provide written notice to Purchaser of those objections Seller will attempt to cure or satisfy (“Seller's Notice”) within five (5) calendar days from the of receipt of Purchaser’s Title Objections, if any. Seller’s failure to deliver a Seller’s Notice within such objections (the "Title Cure Period") time period shall be deemed an election by Seller not to cure all valid title or satisfy any objections. If Seller shall notifies Purchaser that it is unwilling to cure or satisfy any existing liens all or monetary encumbrances identified by Buyer as certain of Purchaser's Title Objections which may be satisfied by the payment of a sum certain prior to Closing. Except for Seller's obligations in the preceding sentence, if or Seller fails to provide a Seller’s Notice, Purchaser shall have the option (as its sole and exclusive remedy) to terminate this Agreement by delivering written notice thereof to Seller which notice must be delivered within five (5) calendar days after the delivery of a Seller's Notice (or Seller’s deemed election not to cure any other valid title objections of Buyer within the Title Cure Period (or satisfy and objections). If Purchaser fails to provide Buyer with evidence of Seller's cure satisfactory to Buyer and to the Title Company)terminate this Agreement as set forth in this Section 5.2, then within five days of the expiration of the Title Cure Period, Buyer may as Buyer's sole remedies: (1) rescind the transaction contemplated hereby, in which case Buyer such termination right shall be entitled waived and Purchaser shall proceed to the return of Buyer's ▇▇▇▇▇▇▇ Money; (2) waive any such objections and elect Closing without adjustment to close the transaction contemplated hereby irrespective of such title objections and without reduction of the Purchase Price; or (3) extend . If Purchaser shall duly give such termination notice, then the Closing Date for a period of up Escrow Agent shall return to fifteen days to allow Seller further time to cure such valid title objections. Failure to act in a timely manner under Purchaser the Deposit, this paragraph Agreement shall constitute a waiver of Buyer's rights hereunder. Buyer immediately terminate and be deemed null and void, and neither party shall have the right to re-examine title prior to Closing and notify Seller at Closing of any title objections which appear of record after the date of Buyer's initial title examination and before Closingfurther rights or obligations hereunder.

Title Objections. Buyer Cure of Title Objections. (a) Purchaser shall have 30 days from until the Binding Agreement date Title Exam Deadline to notify Seller in writing of such objections as Purchaser may have to any exceptions to title disclosed in the Title Commitment or the Survey. Any item contained in the Title Commitment or matter shown on the Survey to which Purchaser does not object prior to furnish Seller with the Title Exam Deadline by timely written notice shall be deemed a written statement of any title objections, UCC-1 or UCC-2 Financing Statements, and encroachments, and other facts affecting the marketability Permitted Exception. Time is of the Property as revealed by a current essence with respect to the provisions of this Section 2.3. (b) In the event Purchaser shall notify Seller of objections to title examination and survey. or matter of survey shown on the Survey prior to the Title Exam Deadline, Seller shall have 14 the right, but not the obligation, to cure such objections. Within ten (10) days from the after receipt of such objections (the "Title Cure Period") Purchaser's notice of objections, Seller shall notify Purchaser in writing whether Seller elects to attempt to cure all valid title such objections. If Seller elects to attempt to cure, and provided that Purchaser shall not have terminated this Agreement in accordance with Section 3.2 hereof, Seller shall have until the date of Closing to attempt to remove, satisfy any existing liens or monetary encumbrances identified by Buyer as Title Objections which may be satisfied by cure the payment of a sum certain prior to Closing. Except same and for Seller's obligations in the preceding sentence, if this purpose Seller fails to cure any other valid title objections of Buyer within the Title Cure Period (and fails to provide Buyer with evidence of Seller's cure satisfactory to Buyer and to the Title Company), then within five days of the expiration of the Title Cure Period, Buyer may as Buyer's sole remedies: (1) rescind the transaction contemplated hereby, in which case Buyer shall be entitled to a reasonable adjournment of the return Closing if additional time is required, but in no event shall the adjournment exceed thirty (30) days after the date for Closing set forth in Section 4.1 hereof. If Seller elects not to cure any objections specified in Purchaser's notice, or if Seller is unable to effect a cure prior to the Closing (or any date to which the Closing has been adjourned), Purchaser shall have the following options: (i) to accept a conveyance of Buyer's ▇▇▇▇▇▇▇ Money; (2) waive the Property subject to the Permitted Exceptions, specifically including any such objections and elect matter objected to close the transaction contemplated hereby irrespective of such title objections by Purchaser which Seller is unwilling or unable to cure, and without reduction of the Purchase Price; or (3ii) extend to terminate this Agreement by sending written notice thereof to Seller, and upon delivery of such notice of termination, this Agreement shall terminate and the Closing Date for a period Earn▇▇▇ ▇▇▇ey shall be returned to Purchaser as Purchaser's sole remedy; and thereafter neither party hereto shall have any further rights, obligations or liabilities hereunder except to the extent that any right, obligation or liability set forth herein expressly survives termination of up this Agreement. If Seller notices Purchaser that Seller does not intend to fifteen days to allow Seller further time attempt to cure any title objection; or if, having commenced attempts to cure any objection, Seller later notifies Purchaser that Seller will be unable to effect a cure thereof, Purchaser shall, within ten (10) days after such valid title objections. Failure to act in a timely manner under this paragraph shall constitute a waiver of Buyer's rights hereunder. Buyer shall have the right to re-examine title prior to Closing and notice has been given, notify Seller at Closing in writing whether Purchaser shall elect to accept the conveyance under clause (i) or to terminate this Agreement under clause (ii). If Purchaser fails to give timely notice of any its election to terminate this Agreement, Purchaser shall be deemed to have elected to accept title objections which appear subject to such exception without adjustment of record after the date of Buyer's initial title examination and before ClosingPurchase Price.

Title Objections. Buyer Purchaser shall have 30 within thirty (30) days after the Effective Date obtain from the Binding Agreement date in which Title Company a commitment to furnish Seller issue an ALTA title policy covering the Property (the “Title Commitment”), together with true copies of all documents evidencing matters of record shown as exceptions to title thereon. Purchaser may also obtain a written statement of any title objections, UCC-1 or UCC-2 Financing Statements, and encroachments, and other facts affecting the marketability survey of the Property as revealed by a current title examination and survey. Seller shall have 14 days from the receipt of such objections (the "Title Cure Period") to cure all valid title objections“Survey”). Seller shall satisfy any existing liens or monetary encumbrances identified by Buyer as Title Objections which may be satisfied by the payment of a sum certain prior to Closing. Except for Seller's obligations in the preceding sentence, if Seller fails to cure any other valid title objections of Buyer within the Title Cure Period (and fails to provide Buyer with evidence of Seller's cure satisfactory to Buyer and to the Title Company), then within five days of the expiration of the Title Cure Period, Buyer may as Buyer's sole remedies: (1) rescind the transaction contemplated hereby, in which case Buyer shall be entitled to the return of Buyer's ▇▇▇▇▇▇▇ Money; (2) waive any such objections and elect to close the transaction contemplated hereby irrespective of such title objections and without reduction of the Purchase Price; or (3) extend the Closing Date for a period of up to fifteen days to allow Seller further time to cure such valid title objections. Failure to act in a timely manner under this paragraph shall constitute a waiver of Buyer's rights hereunder. Buyer Purchaser shall have the right to re-examine title object, in its sole and absolute discretion, to any exceptions contained in the Title Commitment or matters shown on the Survey by giving written notice (the “Title Objection Notice”) to Seller not later than fifteen (15) days prior to Closing the expiration of the Feasibility Period stating the matters to which Purchaser disapproves and notify the reasons therefor. If Purchaser fails timely to provide the Title Objection Notice, then Purchaser shall conclusively be deemed to have approved all matters on the Survey and affecting title to the Property shown on the Title Commitment, except for Mandatory Cure Items. If Purchaser delivers the Title Objection Notice, Seller at Closing of any title objections which appear of record shall have until the day that is ten (10) days after the date Seller receives the Title Objection Notice (the “Seller Title Election Period”) to elect, by written notice to Purchaser, that either: (i) Seller shall cure, prior to the Closing Date, the objections set forth in the Title Objection Notice, or (ii) Seller is unwilling or unable to cure the objections set forth in the Title Objection Notice. If Seller fails to so respond to Purchaser prior to the expiration of Buyer's initial title examination the Seller Title Election Period, then Seller shall be deemed to have elected option (ii) above. If Seller so notifies (or is deemed to have notified) Purchaser that Seller is unwilling or unable to cure all objections set forth in the Title Obligation Notice, Purchaser may, at its option, either (A) terminate this Agreement by delivery of written notice thereof to Seller prior to the expiration of the Feasibility Period pursuant to the provisions of Section 4(a), or (B) waive such objections. If Purchaser fails to terminate this Agreement pursuant to option (A) above, Purchaser shall be deemed to have elected to waive such objections. From and before Closingafter the Effective Date, Seller shall not grant any easements or otherwise encumber the Property without the prior written consent of Purchaser.

Title Objections. Buyer If Seller receives Purchaser’s Title Objection Notice on or prior to the Title Deadline Date, Seller may elect (but shall have 30 days from the Binding Agreement date in which not be obligated) to furnish Seller with a written statement of attempt to remove, or cause to be removed at its expense, any title objections, UCC-1 or UCC-2 Financing Statements, and encroachments, and other facts affecting the marketability of the Property as revealed by a current title examination and surveyUnpermitted Exceptions. Seller shall have 14 give Purchaser notice on or before the two (2) days from prior to the receipt expiration of such objections (the "Title Cure Period") Feasibility Period of its intention to cure all valid title objections. Seller shall satisfy any existing liens or monetary encumbrances identified by Buyer as Title Objections which may be satisfied by the payment of a sum certain prior to Closing. Except for Seller's obligations in the preceding sentenceUnpermitted Exceptions and, if Seller fails to so provide any such notice, Seller will be deemed to have elected not to cure any other valid title objections of Buyer within the Title Cure Period Unpermitted Exceptions. If Seller elects (and fails or is deemed to provide Buyer with evidence of Seller's cure satisfactory have elected) not to Buyer and to the Title Company), then within five days of the expiration of the Title Cure Period, Buyer may as Buyer's sole remedies: (1) rescind the transaction contemplated hereby, in which case Buyer shall be entitled to the return of Buyer's ▇▇▇▇▇▇▇ Money; (2) waive any such objections and elect to close the transaction contemplated hereby irrespective of such title objections and without reduction of the Purchase Price; or (3) extend the Closing Date for a period of up to fifteen days to allow Seller further time attempt to cure such valid title objections. Failure to act in a timely manner under this paragraph shall constitute a waiver of Buyer's rights hereunder. Buyer any Unpermitted Exceptions, Purchaser shall have the right to re-examine title prior terminate this Agreement and receive a refund of the Deposit or to Closing waive such Unpermitted Exceptions and notify proceed to the Closing. Purchaser must make such election on or before the last day of the Feasibility Period. If Purchaser elects to proceed to the Closing, any Unpermitted Exceptions shall be deemed waived by Purchaser and, as a result, shall be deemed Permitted Exceptions. If Purchaser elects to terminate this Agreement, Purchaser shall promptly return or destroy (at Purchaser’s election, subject to Purchaser’s customary document retention policy) the Documents to Seller at Closing and, subject to the Surviving Termination Obligations, this Agreement shall terminate, the Deposit shall be delivered to Purchaser without that consent or joinder of Seller being required and notwithstanding any title objections contrary instructions which appear might be provided by Seller and thereupon neither party shall have any further rights or obligations to the other hereunder. Purchaser’s failure to provide written notice of record after its election to waive such Unpermitted Exceptions or to terminate this Agreement on or before the date last day of Buyer's initial title examination the Feasibility Period shall be deemed an election by Purchaser to waive such Unpermitted Exceptions and before to proceed to the Closing, in which case such Unpermitted Exceptions shall be deemed Permitted Exceptions.

Title Objections. Buyer Purchaser shall have 30 days from the Binding Agreement date in which to furnish give Seller with a written statement of notice specifically detailing any title objections, UCC-1 or UCC-2 Financing Statements, and encroachments, and other facts affecting the marketability of the Property as revealed by a current title examination and survey. Seller shall have 14 days from the receipt of such objections (the "Title Cure Period"“Notice of Objections”) upon the earlier of ten (10) days prior to cure all valid the Closing or ten (10) days after receipt of the Commitment. If the Notice of Objections is not received by Seller within the time provided, Purchaser shall be deemed to have waived the right to raise title objections. Seller shall satisfy any existing liens have ninety (90) days from the date Seller receives the Notice of Objections to correct the title objections raised or monetary encumbrances identified by Buyer as Title Objections which may be satisfied by the payment of a sum certain prior to Closing. Except for Seller's obligations otherwise respond to Purchaser in the preceding sentenceevent Seller determines that (a) no title objection exists or (b) Seller cannot, if or elects not to, correct the title objections, in Seller’s sole and absolute discretion. If Seller fails cannot, or elects not to, cure the title objections raised in the Notice of Objections within the subject ninety (90) day period, Purchaser shall elect one of the following two options by written notice to Seller within ten (10) days after delivery to Purchaser of written notice from Seller of Seller’s intention not to cure any other valid the title objections of Buyer within the Title Cure Period (and fails to provide Buyer with evidence of Seller's cure satisfactory to Buyer and objection: A. Purchaser can accept title to the Title Company), then within five days of Unit in the expiration of the Title Cure Period, Buyer may as Buyer's sole remedies: (1) rescind the transaction contemplated hereby, in which case Buyer shall be entitled to the return of Buyer's ▇▇▇▇▇▇▇ Money; (2) waive any such objections and elect to close the transaction contemplated hereby irrespective of such title objections and condition offered by Seller without reduction of the Purchase Price, thereby waiving all objections and any claims against Seller with respect to the objectionable title objection(s); or B. Purchaser can cancel this Contract and receive a full refund of the deposit(s) actually paid by Purchaser. If Purchaser cancels this Contract and receives a refund of the deposit(s) actually paid by Purchaser, Purchaser shall not thereafter have any rights to make any additional claims against Seller and this Contract shall no longer have any force or (3) extend effect. In the Closing Date for a period of up to fifteen days to allow Seller further time to cure such valid title objections. Failure to act in a timely manner under this paragraph shall constitute a waiver of Buyer's rights hereunder. Buyer shall have the right to re-examine title prior to Closing and event Purchaser does not notify Seller at Closing in writing within ten (10) business days from the receipt of any title objections Seller’s notice (time being strictly of the essence) as to which appear of record after option Purchaser elects, Purchaser shall be conclusively presumed to have elected the date of Buyer's initial title examination and before Closingoption provided in this Section.

Title Objections. Buyer Purchaser shall have 30 twenty (20) days from after the Binding Agreement date ---------------- Effective Date in which to search title to the Property and in which to furnish Seller with a copy of Purchaser's title commitment and a written statement of any title objections, UCC-1 or UCC-2 Financing Statements, and encroachments, and other facts objections adversely affecting the marketability of said title other than the Property as revealed by a current Permitted Exceptions. Should Purchaser fail to notify Seller of any such title examination and surveyobjections within the aforesaid time period, Purchaser shall be deemed to have waived all objections to the title of the Property. Seller shall have 14 twenty (20) days from the after receipt of any such written objections (hereinafter referred to as the "Title Cure Period") in which Seller shall in good faith endeavor to cure satisfy or correct (but shall not be obligated to cure) all such valid title objections. Seller shall satisfy any existing liens or monetary encumbrances identified by Buyer as Title Objections which may be satisfied by In the payment of a sum certain prior to Closing. Except for Seller's obligations in the preceding sentence, if event Seller fails to cure any other satisfy or correct all valid title objections of Buyer within the Title Cure Period (and fails Period, Purchaser shall, by written notice to provide Buyer with evidence of Seller's cure satisfactory to Buyer and to the Title Company), then Seller given within five (5) days of after the expiration of the Title Cure Period, Buyer may as Buyer's sole remedieselect one of the following: (1a) rescind the transaction contemplated hereby, in which case Buyer shall be entitled to the return of Buyer's ▇▇▇▇▇▇▇ Money; (2) waive any such title objections and elect to close the transaction contemplated hereby irrespective on or before the later of (i) the Closing Date, or (ii) three (3) days following such notice, accepting the Deed subject to such title objections and without reduction of the Purchase Price; or (3b) extend to terminate this Agreement and receive a refund of the Deposit, in which event neither Seller nor Purchaser shall have any rights, duties or obligations under this Agreement, except for any rights or obligations hereunder which, by their terms, survive any termination, cancellation, rescission, expiration or consummation of this Agreement, and the lien or right, if any of Purchaser against or to the Property shall wholly cease. Seller shall not be required and is not obligated hereby to bring any action or proceeding, or otherwise to incur any expense, to render the title to the Property free of any matters objected to by Purchaser. The acceptance of the Deed by Purchaser shall be deemed to be full performance of and discharge of any agreement and obligation on the part of Seller to be performed pursuant to the provisions of this Agreement, except for any rights or obligations hereunder which, by their terms, survive any termination, cancellation, rescission, expiration or consummation of this Agreement. Mortgages encumbering the Property which are to be paid by Seller from the Purchase Price at the Closing Date for a period of up to fifteen days to allow Seller further time to cure such shall not constitute valid title objections. Failure to act in a timely manner under this paragraph shall constitute a waiver of Buyer's rights hereunder. Buyer shall have the right to re-examine title prior to Closing and notify Seller at Closing of any title objections which appear of record after the date of Buyer's initial title examination and before Closing.

Title Objections. Buyer Simultaneously with the full execution of this Agreement, Seller shall have 30 provide Purchaser with Seller’s most recent owner’s title insurance commitment for the Property. Purchaser shall within ten (10) days after the Effective Date, obtain an ALTA owner’s commitment for title insurance from LandAmerica and Commonwealth Land Title Insurance Company (“Title Company”) (the Binding “Commitment”) for the Property and shall, promptly after receipt thereof, deliver a copy of the Commitment to Seller. Purchaser acknowledges that Seller contemplates entering into a Joint Use Agreement date to be recorded by Seller at or prior to Closing in favor of the residents of the adjacent townhome community, the form of which has been provided by Seller to furnish Purchaser. Prior to the expiration of the Inspection Period, Purchaser shall deliver to Seller with a written statement of any title objections, UCC-1 if any, to any matters of title to the Real Property (including objections to the form or UCC-2 Financing Statementssubstance of the Joint Use Agreement and any and all matters of survey), and encroachments, and other facts affecting the marketability of the Property as revealed by a current title examination and survey. Seller shall have 14 five (5) days from after the receipt of such statement of objections (the "Title Cure Period") in which to cure to Purchaser’s satisfaction or remove the same, time being of the essence. In the event Seller fails or refuses to cure or remove or attempt to remove any other of said objections within said five (5) day period, then Purchaser may terminate this Agreement in writing within five (5) days after the end of five (5) day period described above. In the event Purchaser does not so terminate this Agreement, Purchaser shall be deemed to have waived the objections to title as described above in this Section 5.1, all valid matters of disclosed on Purchaser’s title commitment or survey shall be deemed “Permitted Exceptions” and Purchaser and Seller agree that Closing will be consummated in accordance with this Agreement in the same manner as if there had been no title objections. Seller shall satisfy any existing liens or monetary encumbrances identified by Buyer as Title Objections which may be satisfied by In the payment event of a sum certain prior termination of this Agreement pursuant to Closing. Except for Seller's obligations in this Section 5.1, the preceding sentence, if Seller fails to cure any other valid title objections of Buyer within the Title Cure Period (and fails to provide Buyer with evidence of Seller's cure satisfactory to Buyer and to the Title Company), then within five days of the expiration of the Title Cure Period, Buyer may as Buyer's sole remedies: (1) rescind the transaction contemplated hereby, in which case Buyer shall be entitled to the return of Buyer's entire ▇▇▇▇▇▇▇ Money; (2) waive any such objections Money shall be delivered to Purchaser, and elect to close the transaction contemplated hereby irrespective of such title objections and without reduction of the Purchase Price; or (3) extend the Closing Date for a period of up to fifteen days to allow Seller further time to cure such valid title objections. Failure to act in a timely manner under this paragraph shall constitute a waiver of Buyer's rights hereunder. Buyer thereafter neither party shall have the right to re-examine title prior to Closing and notify Seller at Closing of any title objections which appear of record after the date of Buyer's initial title examination and before Closingfurther rights or obligations hereunder, except as expressly provided herein.

Title Objections. (a) If any exceptions appear in the Title Commitments, Title Documents or Surveys that Buyer determines in good faith are unacceptable to it and that would unreasonably interfere with Buyer’s intended use of any Project, or that result in title to a Project not being insurable, then Buyer must, within the Title Review Period, provide written notice to Seller and Title Company of such unacceptable exception(s) (“Unpermitted Exceptions”). If Buyer fails to disapprove an item reflected therein by written notice received by Seller and Title Company within the Title Review Period, Buyer shall be deemed to have 30 days from unconditionally approved such item. Notwithstanding that Buyer has until the Binding Agreement date in which end of the Title Review Period to furnish Seller with a written statement provide notices of any Unpermitted Exceptions, Buyer shall use good faith efforts to provide such notices in an expeditious manner as and when Buyer completes its review of title objectionsand Surveys for each Project. (b) Seller may, UCC-1 at Seller’s option, attempt to eliminate or UCC-2 Financing Statementsmodify such Unpermitted Exceptions to the reasonable satisfaction of Buyer, although Seller shall not be obligated to do so, and encroachmentsSeller shall provide to Buyer written notice within three (3) business days of its receipt of Buyer’s written notice of Seller’s intention of whether or not to attempt to eliminate such Unpermitted Exceptions. Seller has no obligation to endeavor to cure any Unpermitted Exception raised by Buyer, and other facts affecting the marketability of the Property as revealed by a current title examination and survey. Seller shall have 14 days from the receipt of such objections (the "Title Cure Period") not be required to expend any effort or funds, or to commence litigation to cure all valid title objectionsan Unpermitted Exception. If Seller shall satisfy any existing liens chooses not to eliminate such condition, or monetary encumbrances identified by Buyer as Title Objections which may be satisfied by the payment of a sum certain prior to Closing. Except for Seller's obligations in the preceding sentence, if Seller fails to cure any other valid title objections of Buyer give notice within the Title Cure Period (and fails three business day period set forth above of its election to provide Buyer with evidence of Seller's cure satisfactory to Buyer and to the Title Company)such condition, then within five three (3) business days of the expiration of the Title Cure Periodthereafter, Buyer may as Buyer's sole remedies: (1) rescind terminate this Agreement by notice in writing to Seller, and the transaction contemplated hereby, in which case Buyer shall be entitled to the return of Buyer's ▇E▇▇▇▇▇▇ Money; (2) waive any Money shall be refunded to Buyer. Notwithstanding the preceding sentence, if Buyer does not terminate this Agreement within such objections and elect to close the transaction contemplated hereby irrespective of such title objections and without reduction of the Purchase Price; or three (3) extend business day period, Buyer shall be deemed to have unconditionally accepted such title subject to such Unpermitted Exceptions and Buyer must close the purchase of the Projects subject to such Unpermitted Exceptions. If Seller elects to attempt a cure, but is unable to cure an Unpermitted Exception by the Closing Date for a period of up Date, then Buyer may terminate this Agreement by notice in writing to fifteen days Seller, and the E▇▇▇▇▇▇ Money shall be refunded to allow Seller further time Buyer. If the Buyer does not so elect to cure terminate this Agreement, Buyer shall be deemed to have unconditionally accepted title subject to such valid title objectionsUnpermitted Exception and the parties shall proceed with Closing as scheduled. Failure The matters shown on the Title Commitments and Surveys which Buyer approves or is deemed to act in a timely manner under approve pursuant to this paragraph Section 6.3 shall constitute a waiver of Buyer's rights hereunder. Buyer shall have the right to re-examine title prior to Closing and notify Seller at Closing of any title objections which appear of record after the date of Buyer's initial title examination and before ClosingPermitted Exceptions.

Title Objections. Within fifteen (15) days after receiving the later of the Title Commitment or the Survey for the Terminal, Buyer shall notify Seller if the Title Commitment or Survey for that Survey reveals any Title Objections. If Seller is unable or unwilling to cure any Title Objections, Seller will provide written notice thereof to Buyer within fifteen (15) days following receipt of notice of Title Objections from Buyer and Buyer shall have 30 the right, at its option, by written notice to Seller within fifteen (15) days following receipt of Seller's written notice, either (i) to terminate the Pipeline Purchase and Sale Agreement in accordance with the terms thereof and obtain from Seller 50% of the Binding Agreement date in which to furnish Seller with a written statement cost of the Survey for the Terminal, whereafter both Parties shall be relieved and discharged of any rights, liabilities or obligations hereunder, or (ii) to waive such defect and proceed to Closing. Buyer's failure to exercise the right to terminate within the said fifteen (15) day period shall constitute a waiver of Buyer's right to terminate with respect to such title objectionsmatters. However, UCC-1 or UCC-2 Financing Statementsif Seller elects to cure the Title Objections (although Seller will have no such obligation to do so), Seller shall provide Buyer with notice of its intention to cure same within the fifteen (15) days aforesaid and encroachments, and other facts affecting the marketability of the Property as revealed by a current title examination and survey. Seller shall have 14 an opportunity, at its expense, to remove such Title Objections within sixty (60) days from the following receipt of such objections written notice from Buyer identifying the Title Objections (the "Title Cure Period"). In no event shall Seller have any obligation to commence litigation or to incur costs in excess of One Thousand Dollars ($1,000.00) to cure all valid title objectionsor remove any Title Objections. If Seller shall satisfy any existing liens or monetary encumbrances identified by Buyer as Title Objections which may be satisfied by the payment of a sum certain prior to Closing. Except for Seller's obligations in the preceding sentence, if Seller fails is unable to cure any other valid title objections of Buyer Title Objections within the Title Cure Period (and fails to provide Buyer with evidence that, in the reasonable opinion of Seller's cure satisfactory to Buyer and to the Title Company)Company or Buyer, then must be cured in order to deliver good and marketable title, Buyer may, as its sole and exclusive remedy, and upon written notice to Seller within five fifteen (15) days of the after expiration of the Title Cure Period, Buyer may as Buyer's sole remedies: elect either to (1i) rescind terminate the transaction contemplated herebyPipeline Purchase and Sale Agreement in accordance with the terms thereof and obtain from Seller 50% of the cost of the Survey, in which case Buyer whereafter both Parties shall be entitled to the return relieved and discharged of Buyer's ▇▇▇▇▇▇▇ Money; (2) waive any such objections and elect to close the transaction contemplated hereby irrespective of such title objections and without reduction of the Purchase Price; rights, liabilities or obligations hereunder, or (3ii) extend the Closing Date for a period of up to fifteen days to allow Seller further time to cure waive such valid title objections. Failure to act in a timely manner defect and any other obligation under this paragraph shall constitute a waiver Appendix of Buyer's rights hereunder. Buyer shall have the right Seller to re-examine deliver good and marketable title prior with respect to Closing such defect and notify Seller at Closing of any title objections which appear of record after the date of Buyer's initial title examination and before proceed to Closing.

Title Objections. If any exceptions appear in the Title Commitment, Title Documents or Survey (other than the standard printed exceptions and any known title matters disclosed to Buyer shall have 30 in writing prior to submission of this Offer) that Buyer determines reasonably and in good faith would unreasonably interfere with normal use of the Property for its intended purpose or that result in title to the Property not being marketable and insurable, then Buyer must, within ninety (90) days from the Binding Agreement date Effective Date, provide written notice to Seller of such unacceptable exceptions(s). Buyer may not object to the standard printed exceptions or any known title matters disclosed to Buyer in which writing prior to furnish submission of this Offer. If Buyer fails to disapprove an item reflected in the Title Commitment by written notice received by Seller with a written statement of any title objectionswithin said period, UCC-1 or UCC-2 Financing Statements, and encroachments, and other facts affecting the marketability of the Property as revealed by a current title examination and surveyBuyer shall be deemed to have approved such item. Seller may, at Seller’s option, attempt to eliminate or modify such unacceptable exceptions to the reasonable satisfaction of Buyer, although Seller shall have 14 days from the receipt of such objections (the "Title Cure Period") not be obligated to cure all valid title objectionsdo so. Seller shall satisfy any existing liens or monetary encumbrances identified by Buyer as Title Objections which may be satisfied by the payment of a sum certain prior has no obligation to Closing. Except for Seller's obligations in the preceding sentence, if Seller fails endeavor to cure any other valid title objection raised by Buyer, and Seller shall not be required to expend any effort or funds, or to commence litigation to cure an unacceptable exception. If Seller elects to attempt a cure, but is unable to cure an unacceptable exception within thirty (30) days after Seller’s receipt of Buyer’s objections of Buyer within or by the Title Cure Period (and fails to provide Buyer with evidence of Seller's cure satisfactory to Buyer and to the Title Company)Closing Date if sooner, then within five ten (10) days of the expiration of the Title Cure Periodthereafter, Buyer may as Buyer's sole remedies: (1) rescind terminate this Offer by notice in writing to Seller, and the transaction contemplated hereby, in which case Buyer shall be entitled to the return of Buyer's ▇▇▇▇▇▇▇ Money; Money shall be refunded to Buyer. Notwithstanding the foregoing, if Buyer does not terminate this Offer within such ten (210) waive any day period, Buyer shall be deemed to have accepted such objections title as Seller can deliver and elect to Buyer must close the transaction contemplated hereby irrespective purchase of such title objections the Property subject to all exceptions shown in the Title Commitment and all matters shown on the Survey without any reduction of in the Purchase Price; . The standard printed exceptions in the Title Commitment, the known title matters listed in the Title Commitment and all matters shown on the Title Commitment and Survey which Buyer approves, or (3) extend the Closing Date for a period of up is deemed to fifteen days approve pursuant to allow Seller further time to cure such valid title objections. Failure to act in a timely manner under this paragraph Section 6.3, shall constitute a waiver of Buyer's rights hereunder. Buyer shall have the right to re-examine title prior to Closing and notify Seller at Closing of any title objections which appear of record after the date of Buyer's initial title examination and before ClosingPermitted Exceptions.

Title Objections. Buyer Purchaser shall have 30 raise written objections to the Title Report and/or the Survey within fifteen (15) days from the Binding Agreement date in which to furnish Seller with a written statement of any title objections, UCC-1 or UCC-2 Financing Statements, and encroachments, and other facts affecting the marketability following Purchaser’s receipt of the Property Title Report (the “Title Review Period”), as revealed by a current to any matter which renders the title examination and surveyto the Purchased Assets unmarketable (the “Title Objection Notice”), except for matters accepted according to the terms of this Agreement. Seller shall have 14 days from the five (5) Business Days after its receipt of such objections the Title Objection Notice to notify Purchaser (“Seller’s Title Notice”) that Seller has decided to either: (i) remedy the "Title Cure Period"title; or (ii) notify Purchaser that Seller is unable or unwilling to cure all valid any such title objections. Seller shall satisfy any existing liens or monetary encumbrances identified by Buyer as Title Objections which may be satisfied by the payment of a sum certain prior to Closing. Except for Seller's obligations in the preceding sentencedefect, provided that if Seller fails to provide the Seller’s Title Notice, Seller shall be deemed to have elected not to cure or otherwise resolve Purchaser’s title objections. Purchaser may elect, by written notice to Seller within three (3) Business Days of Purchaser’s receipt of Seller’s Title Notice, to waive such defects and proceed with the Closing subject thereto. Purchaser’s failure to deliver any written notice shall be a conclusive presumption that Purchaser has approved the Title Report and the Survey and this Agreement shall remain in full force and effect. If Seller is unable or unwilling to remedy the title objections and Purchaser does not elect to waive such defects, then Purchaser may terminate this Agreement by providing written notice thereof to Seller by no later than the later to occur of (i) three (3) Business Days after receiving Seller’s Title Notice or after Seller is deemed to have elected not to cure any other valid title objections of Buyer within or (ii) the Title Cure Period (and fails to provide Buyer with evidence of Seller's cure satisfactory to Buyer and to the Title Company), then within five days of the expiration last day of the Title Cure Review Period, Buyer may as Buyer's sole remedies: (1) rescind the transaction contemplated hereby, in which case Buyer event the Deposit shall be entitled refunded forthwith in full termination of this Agreement. All matters affecting title to the return Purchased Assets, including those items identified in the Title Report and/or the Survey not objected to by Purchaser within the time frame specified or which Seller is unwilling or unable to remedy shall be deemed to be Permitted Exceptions. If Purchaser fails to terminate this Agreement as provided above, then Purchaser shall be required to proceed to closing and take title to the Purchased Assets, subject to the Permitted Exceptions. After the Title Review Period, Purchaser may, by delivery of Buyer's ▇▇▇▇▇▇▇ Money; written notice to Seller, object only to other matters of title that (i) first arise, first appear of record, or are first created after the effective date of the Title Report, and (ii) materially and adversely impact the value or use of the Purchased Assets, as determined by Purchaser in the exercise of its reasonable discretion (“Subsequent Objections”). If Purchaser delivers any Subsequent Objections to Seller, then Seller shall notify Purchaser in writing on or before the date that is two (2) waive any such objections and elect to close the transaction contemplated hereby irrespective of such title objections and without reduction of the Purchase Price; or (3) extend the Closing Date for a period of up to fifteen days to allow Seller further time to cure such valid title objections. Failure to act in a timely manner under this paragraph shall constitute a waiver of Buyer's rights hereunder. Buyer shall have the right to re-examine title prior to Closing and notify Seller at Closing of any title objections which appear of record Business Days after the date of Buyer's initial title examination delivery to Seller of the Subsequent Objections (or, if such Subsequent Objections are delivered within two (2) days of the Closing Date, on or before 10:00 a.m. (eastern time) on the Closing Date) of Seller’s election to cure or not to cure prior to Closing such Subsequent Objections. If Seller fails to deliver a notice to Purchaser within two (2) Business Days after Seller’s receipt of the Subsequent Objections, Seller shall be deemed to have elected not to cure or otherwise resolve such Subsequent Objections. If Seller elects or is deemed to have elected not to cure such Subsequent Objections, then Purchaser shall have until the earlier to occur of (i) three (3) days following the date of Seller’s election or deemed election not to cure such Subsequent Objections, or (ii) 12:00 p.m. (eastern time) on the Closing Date to terminate this Agreement by written notice to Seller whereupon the Deposit shall be returned to Purchaser and before Closingthe Parties shall be released from any further obligations hereunder, except for those which expressly survive termination of this Agreement.

Title Objections. Buyer shall have 30 until the end of twenty (20) days after the date of receipt of the Title Commitment or Survey, whichever is later (“Title Objection Deadline”), to examine the Survey, the Title Commitment, and legible copies of the title instruments referenced in them and notify Seller of Buyer’s objections to any of them in writing (“Title Objections”). Buyer will be deemed to have approved all matters reflected by the Survey, Title Commitment and title instruments referenced in them to which Buyer has made no Title Objection by the Title Objection Deadline. The matters that Buyer either approves or is deemed to have approved shall be deemed to be permitted exceptions to the status of Seller’s title together with (a) taxes and assessments for the year in which Closing occurs and subsequent years; (b) liens and encumbrances arising after the date hereof to which Buyer consents in writing; (c) building, zoning and subdivision laws and ordinances, and local, state and federal laws, rules and regulations; and (d) any title exceptions arising out of the acts of Buyer, and all of such encumbrances, exceptions or other matters, together with such other matters included pursuant to other provisions of this Contract, shall be referred to as the “Permitted Exceptions.” If Buyer properly and timely notifies Seller of any Title Objections by the Title Objection Deadline, Seller has ten (10) days from the Binding Agreement date in which to furnish Seller with a written statement of any title objections, UCC-1 or UCC-2 Financing Statements, and encroachments, and other facts affecting the marketability of the Property as revealed by a current title examination and survey. Seller shall have 14 days from the receipt of such objections Buyer’s written notice to notify Buyer whether Seller agrees, at Seller’s option and sole discretion but without any obligation to do so, to cure the Title Objections before Closing (the "Title “Cure Period") Notice”). If Seller does not timely give its Cure Notice or timely gives its Cure Notice but does not agree to cure all valid title objections. Seller shall satisfy any existing liens or monetary encumbrances identified by Buyer as the Title Objections which may be satisfied by before Closing, Buyer may, at its option within ten (10) days after the payment deadline for the giving of a sum certain prior Seller’s Cure Notice, notify Seller in writing and either (i) accept such title as Seller can deliver and Buyer will proceed to Closing. Except for Seller's obligations , and all exceptions to title set forth in the preceding sentence, if Seller fails Title Commitment and Survey which are not removed shall be deemed to cure any other valid title objections of Buyer within be Permitted Exceptions subject to Seller’s obligations to resolve the Title Cure Period (and fails to provide Buyer with evidence of Seller's cure satisfactory to Buyer and to the Title Company), then within five days of the expiration items listed in Schedule C of the Title Commitment and cure only the Title Objections that Seller has agreed to cure in the Cure PeriodNotice, Buyer may as Buyer's sole remedies: if any, or (1ii) rescind terminate this Contract and the transaction contemplated hereby, in which case Buyer Title Company shall be entitled to deliver $100.00 of the return of Buyer's ▇▇▇▇▇▇▇ Money; Money to Seller (2as independent consideration for the inspection and review rights granted to Buyer) waive and shall refund the balance of the ▇▇▇▇▇▇▇ Money to Buyer, and both parties shall be released from all further obligations under this Contract except those that expressly survive termination. In the event Buyer fails to notify Seller, within such ten (10) day period, that Buyer has elected to proceed under either subpart (i) or (ii) of the immediately preceding sentence, Buyer shall be deemed to have elected to proceed under subpart (ii), and this Contract shall terminate. If Seller notifies Buyer that it elects to cure any such objections and elect Title Objections in the Cure Notice but is unable to close the transaction contemplated hereby irrespective of cure same by Closing, then Buyer may, at its option, either (x) accept such title objections as Seller can deliver in which case the parties shall proceed with Closing and without reduction of all exceptions to title set forth in the Purchase Price; Title Commitment and Survey which are not removed shall be deemed to be Permitted Exceptions, or (3y) extend terminate this Contract by notice in writing to Seller at Closing, in which event the Closing Date for a period of up Title Company shall return the ▇▇▇▇▇▇▇ Money to fifteen days to allow Seller further time to cure such valid title objections. Failure to act in a timely manner under this paragraph shall constitute a waiver of Buyer's rights hereunder. Buyer and neither party shall have the right to re-examine title prior to Closing and notify Seller at Closing any further rights, duties or obligations hereunder except for provisions of any title objections this Contract which appear expressly survive termination of record after the date of Buyer's initial title examination and before Closingthis Contract.

Title Objections. (a) During the Due Diligence Period, Buyer shall have 30 days from the Binding Agreement date in which review title to furnish Seller with a written statement of any title objections, UCC-1 or UCC-2 Financing Statements, and encroachments, and other facts affecting the marketability of the Property as revealed disclosed by a current title examination the Title Commitment and surveythe Survey. Prior to the expiration of the Due Diligence Period or within three (3) Business Days after the receipt of any supplement or modification to the Title Commitment, but in no event prior to the expiration of the Due Diligence Period, Buyer shall deliver to Seller written notice of any items shown on the Title Commitment and/or the Survey of which Buyer disapproves (individually "BUYER DISAPPROVED EXCEPTION" and collectively, "BUYER'S DISAPPROVED EXCEPTIONS"). Buyer may not disapprove of the standard printed exceptions in the Title Commitment pursuant to this Section. If Buyer does not deliver the aforementioned written notice prior to the expiration of the time provided, Buyer shall be deemed to have disapproved of all matters shown on the Title Commitment and the Survey. Seller shall have 14 days from the three (3) Business Days after receipt of such objections (the "Title Cure Period") aforementioned Buyer's notice, or deemed notice, to notify Buyer in writing which, if any, of Buyer's Disapproved Exceptions Seller elects to cure all valid title objectionsor bond over prior to the Closing. If Seller does not notify Buyer in a timely fashion, Seller shall be deemed to have elected not to cure or bond over any of Buyer's Disapproved Exceptions. Seller shall satisfy not be obligated to so cure or bond over Buyer's Disapproved Exceptions, except for monetary liens which Seller shall be obligated to remove at or before the Closing. Seller shall not be required to expend any existing liens effort or funds, or to commence litigation to cure a Buyer Disapproved Exception, except for monetary liens, which Seller shall be obligated to remove at or before the Closing. Seller further agrees to remove any exceptions or encumbrances identified to title that are created by Buyer as Title Objections which may be satisfied by the payment Seller after April 11, 2002, without Buyer's prior written consent. (b) If Seller elects to cure, but is unable to cure any or all of a sum certain Buyer's Disapproved Exceptions at or prior to Closingthe expiration of the Due Diligence Period, the Buyer may (i) elect to waive such uncured title matter in writing; or (ii) terminate this Agreement in which event Buyer shall, as its sole remedy, receive a refund of the Earnest Money and recover its verified out-of-pocket expens▇▇. (c) If Seller elects to cure none, or some, but not all, of Buyer's Disapproved Exceptions, Buyer shall have three (3) Business Days to provide Seller with written notice of Buyer's election, as its sole remedy, to either waive its disapproval of the Buyer Disapproved Exceptions which Seller has elected not to cure, or terminate this Agreement and receive a refund of the Earnest Money. Except for Seller's obligations If Buyer does not provide Seller with written ▇▇▇▇▇e as set forth in the preceding sentence, if Seller fails Buyer shall be deemed to cure any other valid title objections have elected to terminate this Agreement and shall receive a refund of Buyer within the Earnest Money. (d) If the Title Cure Period (and fails to provide Buyer with evidence of Seller's cure satisfactory to Buyer and to the Title Company), then within five days of Company revises t▇▇ ▇▇▇▇e Commitment after the expiration of the Title Cure PeriodDue Diligence Period to add or modify exceptions, Buyer may as and if such additions or modifications are not acceptable to Buyer, in Buyer's sole remedies: (1) rescind and absolute discretion, and are not removed on or before the transaction contemplated herebyClosing, in which case Buyer may, as its sole remedy, terminate this Agreement by written notice to Seller and the Title Company, and the Earnest Money shall be entitled refunded to the return of Buyer's ▇▇. From and after th▇ ▇▇▇▇▇ Money; 11, 2002, Seller shall not place or consent to any liens or easements against the Property or take any action to alter the condition of title to the Property without first obtaining Buyer's written consent, which may be withheld in Buyer's sole and absolute discretion. (2e) waive The standard printed exceptions in the Title Commitment, the Lease, and all matters shown on the Title Commitment, as well as any such objections additional matters not shown by the Title Commitment and elect which are not Buyer's Disapproved Exceptions that the Seller is not required to close cure or bond over at or prior to the transaction contemplated hereby irrespective of such title objections Closing pursuant to this Section 6.2, and without reduction items shown on the Survey which have not been removed as of the Purchase Price; end of the Due Diligence Period or (3) extend the Closing Date for a period of up which Seller is not required to fifteen days to allow Seller further time to cure such valid title objections. Failure to act in a timely manner under this paragraph remove as provided above, shall constitute a waiver and are herein called "PERMITTED EXCEPTIONS". (f) Any other term of this Agreement notwithstanding, following the expiration of the Due Diligence Period, Seller shall be deemed to have waived all objections to all exceptions and matters shown on the Title Commitment and/or the Survey, whether or not previously designated as or deemed by this Agreement to be Buyer's rights hereunder. Buyer Disapproved Exception(s), all of which shall have the right to re-examine title prior to Closing and notify Seller at Closing of any title objections which appear of record after the date of Buyer's initial title examination and before Closingalso be deemed Permitted Exceptions.

Title Objections. Buyer shall have 30 days from the Binding Agreement date in which to furnish Seller with a written statement of any title objections, UCC-1 or UCC-2 Financing Statements, and encroachments, and other facts affecting the marketability (i) Purchaser’s counsel has completed his review of the Property as revealed by a current title examination Permitted Exceptions and survey. Seller shall have 14 days from reserves the receipt of such objections (the "Title Cure Period") right to cure all valid title objections. Seller shall satisfy any existing liens or monetary encumbrances identified by Buyer as Title Objections which may be satisfied by the payment of a sum certain prior to Closing. Except for Seller's obligations in the preceding sentence, if Seller fails to cure any other valid title objections of Buyer within the Title Cure Period (and fails to provide Buyer with evidence of Seller's cure satisfactory to Buyer and to the Title Company), then within five days of the expiration of the Title Cure Period, Buyer may as Buyer's sole remediesrequest reasonable: (1) rescind modifications to the transaction contemplated herebyrequirements to be satisfied set forth in Schedule B-I of the Title Commitment; and (2) modifications and deletions to the exceptions set forth in Schedule B-II of the Title Commitment. (ii) If any supplement to the Title Commitment discloses any additional title defects which were not in the original Title Commitment and which were not created by or with the consent of Purchaser, and which are not acceptable to Purchaser, Purchaser shall notify Seller in writing of Purchaser’s objection thereto (each, a “Title Objection”) no later than five (5) days prior to the scheduled Closing Date. If any Title Objection is not removed or resolved by Seller to Purchaser’s satisfaction at least one (1) day prior to the Closing Date, then Purchaser shall have the option, as its sole remedy, to terminate this Agreement upon written notice to Seller and Title Company on or before the Closing Date, in which case Buyer event the Deposit shall be entitled returned to Purchaser and neither Purchaser nor Seller shall have any further duties or obligations under this Agreement, except as otherwise provided herein. (iii) Purchaser’s failure to timely deliver a Title Objection shall be deemed Purchaser’s acceptance of the return matters disclosed by the Title Commitment. If Purchaser does not terminate this Agreement by reason of Buyer's ▇▇▇▇▇▇▇ Money; any Title Objection as provided in this Section, then such Title Objection shall be deemed waived and approved by Purchaser and shall thereafter be deemed a Permitted Encumbrance. (2iv) waive Seller shall have no obligation or duty to remove, cause Title Company to endorse over, or otherwise resolve any such objections and elect Title Objection unless Seller has expressly agreed in writing to close the transaction contemplated hereby irrespective do so except that Seller shall remove any Title Objection that can be removed by payment of such title objections and without reduction some or all of the Purchase Price; , whether or (3) extend not Purchaser raises such lien as a Title Objection. In no event shall the Closing Date for a period of up to fifteen days to allow Seller further time failure to cure such valid title objections. Failure any Title Objection pursuant to act in a timely manner under this paragraph shall Section 2.01(d) whether made by Purchaser (or deemed to have been made by Purchaser) constitute a waiver an Event of Buyer's rights hereunder. Buyer shall have the right to re-examine title prior to Closing and notify Seller at Closing of any title objections which appear of record after the date of Buyer's initial title examination and before ClosingDefault by Seller.

Title Objections. Buyer (i) Within seven (7) days after the Lessor’s receipt of both a Title Commitment and Survey for the Property, Lessor shall notify Lessee in writing of Lessor’s objection to any exceptions or other title matters shown on any Title Commitment or Survey. Lessor’s title objections shall be limited to objections to the presence of any valid liens, claims, encumbrances, and/or security interests negatively affecting the Property (each, a “Title Objection”). At least five (5) days prior to the Closing Date, Lessee shall notify Lessor whether Current Owner will attempt to cure the Title Objections and which, if not all, Title Objections Current Owner will attempt to cure. Based on the response, Lessor may elect to (A) give Lessee additional time to allow Current Owner to cure, and the parties will delay Closing for the period of time necessary for Current Owner to attempt to cure, not to exceed 30 days beyond the original Closing Date, or (B) terminate the Agreement, in which event neither party will have any further obligations or liability hereunder, except for those obligations expressly stated to survive such termination. If Lessor elects to have Current Owner attempt to cure the Title Objections that Current Owner agreed to address, Lessee shall have the option to extend the Closing Date -- and the parties shall execute an amendment to this Agreement to that effect -- up to 30 days from in order to cure such of those Title Objections Current Owner has agreed to cure. If Current Owner is unable to cure those Title Objections it has agreed to cure within the Binding Agreement date agreed-upon time period, then Lessor shall have the option, as its sole remedy, upon written notice to Lessee on or before the amended Closing Date, to terminate this Agreement, in which event neither party will have any further obligations or liability hereunder, except for those obligations expressly stated to furnish Seller survive such termination. (ii) If any supplement to a Title Commitment or Survey discloses any additional title defects which were not created by or with a written statement the consent of any title objections, UCC-1 or UCC-2 Financing StatementsLessor, and encroachmentswhich are not acceptable to Lessor, and other facts affecting the marketability Lessor shall notify Lessee in writing of the Property as revealed by a current title examination and survey. Seller shall have 14 its objection thereto (each, an “Additional Title Objection”) within five (5) days from the following receipt of such objections supplement or revision. If any Additional Title Objection is not removed or resolved to Lessor’s satisfaction at least five (the "Title Cure Period"5) to cure all valid title objections. Seller shall satisfy any existing liens or monetary encumbrances identified by Buyer as Title Objections which may be satisfied by the payment of a sum certain days prior to Closing. Except for Seller's obligations in the preceding sentence, if Seller fails to cure any other valid title objections of Buyer within the Title Cure Period (and fails to provide Buyer with evidence of Seller's cure satisfactory to Buyer and to the Title Company)Closing Date, then within five days of Lessor shall have the expiration of option, as its sole remedy, to terminate this Agreement upon written notice to Lessee on or before the Title Cure Period, Buyer may as Buyer's sole remedies: (1) rescind the transaction contemplated herebyClosing Date, in which case Buyer event neither party will have any further obligations or liability hereunder, except for those obligations expressly stated to survive such termination. (iii) Lessor’s failure to timely deliver a Title Objection or an Additional Title Objection shall be entitled to deemed Lessor’s acceptance of the return matters disclosed by the Title Commitment and Survey. If Lessor does not terminate this Agreement by reason of Buyer's any Title Objection or Additional Title Objection, as provided in this Section 2.01, then such Title 4832-7207-7155.6 STORE/Synalloy Purchase and Sale Agreement ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ Money; (2) waive any such objections ▇▇., ▇▇▇▇▇▇▇, ▇▇ File No. 7210/02-475.7 Objection or Additional Title Objection shall be deemed waived and elect to close the transaction contemplated hereby irrespective of such title objections approved by Lessor and without reduction of the Purchase Price; or (3) extend the Closing Date for shall thereafter be deemed a period of up to fifteen days to allow Seller further time to cure such valid title objections. Failure to act in a timely manner under this paragraph shall constitute a waiver of Buyer's rights hereunder. Buyer shall have the right to re-examine title prior to Closing and notify Seller at Closing of any title objections which appear of record after the date of Buyer's initial title examination and before ClosingPermitted Encumbrance.

Title Objections. Buyer Purchaser shall have 30 five (5) business days from ---------------- the Binding Agreement date last to be received of the Title Commitment, together with the documents referenced therein, and the Survey to notify Seller as to any items that are unsatisfactory to Purchaser in Purchaser's reasonable judgment. Unless Purchaser so notifies Seller within such five-day period, Purchaser shall be deemed to have approved the conditions of title to the Property as reflected by the Title Commitment and the Survey. If within such period Purchaser notifies Seller that any of the items are unacceptable ("OBJECTIONS"), Seller shall have a period of thirty (30) days in which to furnish Seller with a written statement of any title objections, UCC-1 or UCC-2 Financing Statements, and encroachments, and other facts affecting the marketability of the Property as revealed by a current title examination and survey. Seller shall have 14 days from the receipt of such objections (the "Title Cure Period") undertake to cure all valid title objections. Seller shall satisfy any existing liens or monetary encumbrances identified by Buyer as Title such Objections which may be satisfied by the payment of a sum certain prior to Closing. Except for SellerPurchaser's obligations in the preceding sentence, if Seller fails to cure any other valid title objections of Buyer within the Title Cure Period (and fails to provide Buyer with evidence of Seller's cure satisfactory to Buyer and to the Title Company)'s reasonable satisfaction. If Seller is unable to cure such Objections, then within five days of the expiration of the Title Cure Period, Buyer Purchaser may as Buyer's sole remedies: either (1i) rescind the transaction contemplated hereby, in which case Buyer shall be entitled accept title to the return of Buyer's Property subject to such Objections or (ii) terminate this Agreement by written notice to Seller, whereupon the ▇▇▇▇▇▇▇ Money; (2) waive any Money shall be promptly returned to Purchaser and the parties shall have no further rights or liabilities under this Agreement. Purchaser shall make such objections and elect election by written notice to close the transaction contemplated hereby irrespective of such title objections and without reduction of the Purchase Price; Seller on or (3) extend before the Closing Date for a period of up to fifteen or within five (5) days to allow after Seller further time has advised Purchaser in writing that it is unable to cure such valid Objections, whichever occurs first, and in the event Purchaser does not make such election, Purchaser shall be conclusively deemed to have accepted title objectionsto the Property subject to such Objections. Failure Those restrictions, liens, encumbrances, easements, rights of way and other matters as are not objected to act by Purchaser in a timely the manner provided in this Section or which have been consented to in accordance with the preceding sentence shall be deemed "PERMITTED EXCEPTIONS". Purchaser acknowledges and agrees that all equipment leases which are being assigned to Purchaser under this paragraph Agreement and any filings made or purported liens held by the lessor with respect thereto shall constitute a waiver of Buyer's rights hereunderbe Permitted Exceptions. Buyer Seller acknowledges and agrees that in no event shall have the right to re-examine title prior to Closing and notify Seller at Closing of Permitted Exceptions include any title objections which appear of record after mortgage loans secured by or encumbering the date of Buyer's initial title examination and before ClosingLand, the Improvements or the Leasehold Estates.

Title Objections. Buyer (i) Within seven (7) days after the Purchaser’s receipt of both a Title Commitment and Survey for the Property, Purchaser shall have notify Seller in writing of Purchaser’s objection to any exceptions or other title matters shown on any Title Commitment or Survey. Purchaser’s title objections shall be limited to objections to the presence of any valid liens, claims, encumbrances, and/or security interests negatively affecting the Property (each, a “Title Objection”). At least five (5) days prior to the Closing Date, Seller shall notify Purchaser whether it will attempt to cure the Title Objections and which, if not all, Title Objections it will attempt to cure. Based on Seller’s response, Purchaser may elect to (A) give Seller additional time to cure, and the parties will delay Closing for the period of time necessary for Seller to attempt to cure, not to exceed 30 days from beyond the Binding Agreement date original Closing Date, or (B) terminate the Agreement, in which event neither party will have any further obligations or liability hereunder, except for those obligations expressly stated to furnish survive such termination. If Purchaser elects to have Seller with a written statement of any title objectionsattempt to cure the Title Objections that Seller agreed to address, UCC-1 or UCC-2 Financing Statements, and encroachments, and other facts affecting the marketability of the Property as revealed by a current title examination and survey. Seller shall have 14 days from the receipt of such objections (the "Title Cure Period") option to cure all valid title objections. Seller shall satisfy any existing liens or monetary encumbrances identified by Buyer as Title Objections which may be satisfied by the payment of a sum certain prior to Closing. Except for Seller's obligations in the preceding sentence, if Seller fails to cure any other valid title objections of Buyer within the Title Cure Period (and fails to provide Buyer with evidence of Seller's cure satisfactory to Buyer and to the Title Company), then within five days of the expiration of the Title Cure Period, Buyer may as Buyer's sole remedies: (1) rescind the transaction contemplated hereby, in which case Buyer shall be entitled to the return of Buyer's ▇▇▇▇▇▇▇ Money; (2) waive any such objections and elect to close the transaction contemplated hereby irrespective of such title objections and without reduction of the Purchase Price; or (3) extend the Closing Date for a period of -- and the parties shall execute an amendment to this Agreement to that effect -- up to fifteen 30 days to allow Seller further time in order to cure such valid title objectionsof those Title Objections Seller has agreed to cure. Failure If Seller is unable to act in a timely manner under this paragraph shall constitute a waiver of Buyer's rights hereunder. Buyer cure those Title Objections it has agreed to cure within the agreed-upon time period, then Purchaser shall have the right option, as its sole remedy, upon written notice to re-examine Seller on or before the amended Closing Date, to terminate this Agreement, in which event neither party will have any further obligations or liability hereunder, except for those obligations expressly stated to survive such termination. (ii) If any supplement to a Title Commitment or Survey discloses any additional title defects which were not created by or with the consent of Purchaser, and which are not acceptable to Purchaser, Purchaser shall notify Seller in writing of its objection thereto (each, an “Additional Title Objection”) within five (5) days following receipt of such supplement or revision. If any Additional Title Objection is not removed or resolved by Seller to Purchaser’s satisfaction at least five (5) days prior to the Closing Date, then Purchaser shall have the option, as its sole remedy, to terminate this Agreement upon written notice to Seller on or before the Closing Date, in which event neither party will have any further obligations or liability hereunder, except for those obligations expressly stated to survive such termination. (iii) Purchaser’s failure to timely deliver a Title Objection or an Additional Title Objection shall be deemed Purchaser’s acceptance of the matters disclosed by the {B3764294.2} 3 Title Commitment and notify Seller at Closing Survey. If Purchaser does not terminate this Agreement by reason of any title objections which appear of record after the date of Buyer's initial title examination Title Objection or Additional Title Objection, as provided in this Section 2.01, then such Title Objection or Additional Title Objection shall be deemed waived and before Closingapproved by Purchaser and shall thereafter be deemed a Permitted Encumbrance.

Title Objections. Within fifteen (15) days after receiving the later of the Title Commitment or the Survey, Buyer shall notify Seller if the Title Commitment or Survey reveals Title Objections. If Seller is unable or unwilling to cure any Title Objections, Seller will provide written notice thereof to Buyer within fifteen (15) days following receipt of notice of Title Objections from Buyer and Buyer shall have 30 the right, at its option, by written notice to Seller within fifteen (15) days from the Binding Agreement date in which following receipt of Seller's written notice, either (i) to furnish Seller with a written statement terminate this Agreement, whereafter both Parties shall be relieved and discharged of any rights, liabilities or obligations hereunder, or (ii) to waive such defect and proceed to Closing. Buyer's failure to exercise the right to terminate within the said fifteen (15) day period shall constitute a waiver of Buyer's right to terminate with respect to such title objectionsmatters. However, UCC-1 or UCC-2 Financing Statementsif Seller elects to cure the Title Objections (although Seller will have no such obligation to do so), Seller shall provide Buyer with notice of its intention to cure same within the fifteen (15) days aforesaid and encroachments, and other facts affecting the marketability of the Property as revealed by a current title examination and survey. Seller shall have 14 an opportunity, at its expense, to remove such Title Objections within sixty (60) days from the following receipt of such objections written notice from Buyer identifying the Title Objections (the "Title Cure Period"). In no event shall Seller have any obligation to commence litigation or to incur costs in excess of One Thousand Dollars ($1,000.00) to cure all valid title objectionsor remove any Title Objections. If Seller shall satisfy any existing liens or monetary encumbrances identified by Buyer as Title Objections which may be satisfied by the payment of a sum certain prior to Closing. Except for Seller's obligations in the preceding sentence, if Seller fails is unable to cure any other valid title objections of Buyer Title Objections within the Title Cure Period (and fails to provide Buyer with evidence that, in the reasonable opinion of Seller's cure satisfactory to Buyer and to the Title Company)Company or Buyer, then must be cured in order to deliver good and marketable title, Buyer may, as its sole and exclusive remedy, and upon written notice to Seller within five fifteen (15) days of the after expiration of the Title Cure Period, Buyer may as Buyer's sole remedies: elect either to (1i) rescind the transaction contemplated herebyterminate this Agreement, in which case Buyer whereafter both Parties shall be entitled to the return relieved and discharged of Buyer's ▇▇▇▇▇▇▇ Money; (2) waive any such objections and elect to close the transaction contemplated hereby irrespective of such title objections and without reduction of the Purchase Price; rights, liabilities or obligations hereunder, or (3ii) extend the Closing Date for a period of up to fifteen days to allow Seller further time to cure waive such valid title objections. Failure to act in a timely manner defect and any other obligation under this paragraph shall constitute a waiver Agreement of Buyer's rights hereunder. Buyer shall have the right Seller to re-examine deliver good and marketable title prior with respect to Closing such defect and notify Seller at Closing of any title objections which appear of record after the date of Buyer's initial title examination and before proceed to Closing.

Title Objections. Buyer (i) Within seven (7) days after the Purchaser’s receipt of both a Title Commitment and Survey for the Properties, Purchaser shall notify Seller in writing of Purchaser’s objection to any exceptions or other title matters shown on any Title Commitment or Survey. Purchaser’s title objections shall be limited to objections to the presence of any valid liens, claims, encumbrances, and/or security interests negatively affecting the Properties, other than the Cell Tower Lease (each, a “Title Objection”). Ten days after receipt of the notice of Title Objections, Seller shall notify Purchaser whether it will attempt to cure the Title Objections and which, if not all, Title Objections it will attempt to cure. Based on Seller’s response, Purchaser may elect to (A) have Seller cure Title Objections prior to the Closing Deadline, (B) give Seller additional time to cure, and the parties may agree to delay Closing for the period of time necessary for Seller to attempt to cure, not to exceed 30 days from beyond the Binding Agreement date original Closing Date, or (C) no later than five (5) days prior to the Closing Date, Purchaser may terminate the Agreement, in which event neither party will have any further obligations or liability hereunder, except for those obligations expressly stated to furnish Seller with a written statement of any title objections, UCC-1 or UCC-2 Financing Statementssurvive such termination. If Purchaser elects option (A), and encroachmentsSeller has not cured Title Objections by Closing Date, and other facts affecting the marketability of the Property as revealed by a current title examination and survey. Purchaser may terminate this Agreement; if Purchaser elects option (B), Seller shall have 14 days from the receipt of such objections (the "Title Cure Period") option to cure all valid title objections. Seller shall satisfy any existing liens or monetary encumbrances identified by Buyer as Title Objections which may be satisfied by the payment of a sum certain prior to Closing. Except for Seller's obligations in the preceding sentence, if Seller fails to cure any other valid title objections of Buyer within the Title Cure Period (and fails to provide Buyer with evidence of Seller's cure satisfactory to Buyer and to the Title Company), then within five days of the expiration of the Title Cure Period, Buyer may as Buyer's sole remedies: (1) rescind the transaction contemplated hereby, in which case Buyer shall be entitled to the return of Buyer's ▇▇▇▇▇▇▇ Money; (2) waive any such objections and elect to close the transaction contemplated hereby irrespective of such title objections and without reduction of the Purchase Price; or (3) extend the Closing Date for a period of -- and the parties shall execute an amendment to this Agreement to that effect -- up to fifteen 30 days to allow Seller further time in order to cure such valid title objectionsof those Title Objections Seller has agreed to cure. Failure If Seller is unable to act in a timely manner under this paragraph shall constitute a waiver of Buyer's rights hereunder. Buyer cure those Title Objections it has agreed to cure within the agreed-upon time period, then Purchaser shall have the right option, as its sole remedy, upon written notice to re-examine Seller on or before the amended Closing Date, to terminate this Agreement, in which event neither party will have any further obligations or liability hereunder, except for those obligations expressly stated to survive such termination. (ii) If any supplement to a Title Commitment or the related Survey discloses any additional title prior to Closing and notify Seller at Closing defects which were not created by or with the consent of any title objections Purchaser, which appear of record arose after the date of Buyer's the initial title examination Title Objections, and which are not acceptable to Purchaser, Purchaser shall notify Seller in writing of its objection thereto (each, an “Additional Title Objection”) within five (5) days following receipt of such supplement or revision. If any Additional Title Objection is not removed or resolved by Seller to Purchaser’s satisfaction at least five (5) days prior to the Closing Date, then Purchaser shall have the option, as its sole remedy, to terminate this Agreement upon written notice to Seller on or before Closingthe Closing Date, in which event neither Purchaser nor Seller shall have any further duties or obligations under this Agreement, except as otherwise provided herein. (iii) Purchaser’s failure to timely deliver a Title Objection or an Additional Title Objection shall be deemed Purchaser’s acceptance of the matters disclosed by the Title Commitment and related Survey. If Purchaser does not terminate this Agreement by reason of any Title Objection or Additional Title Objection as provided in this Section 2.01, then such Title Objection or Additional Title Objection shall be deemed waived and approved by Purchaser and shall thereafter be deemed a Permitted Encumbrance. If Purchaser terminates this Agreement by reason of any Title Objection or Additional Title Objection as provided in this Section 2.01, then the APA shall simultaneously terminate automatically, and Purchaser shall be responsible for the payment of all Transaction Costs.

Title Objections. Buyer (a) Purchaser shall have 30 days from until September 4, 2007 (the Binding Agreement date “Title Review Period”) to object to any matter which is either (i) not a Permitted Exception pursuant to Section 1.2 or (ii) a matter which as to the tract or parcel of land which is encumbered by such matter, would impair, in which Purchaser’s reasonable judgment, the value of such tract or parcel of land as timberland by giving written notice to furnish Seller with (any such matter, collectively, a written statement of any title objections, UCC-1 “Title Defect”) on or UCC-2 Financing Statements, and encroachments, and other facts affecting before the marketability last day of the Property as revealed by a current title examination and surveyTitle Review Period. Seller shall have 14 days from the receipt of such objections (the "Title Cure Period") right to cure or remove all valid title objections. Seller shall satisfy any existing liens Title Defects at or monetary encumbrances identified by Buyer as Title Objections which may be satisfied by the payment of a sum certain prior to Closing; provided, however, that Seller will cause any Lien (other than any Liens for Taxes not yet due and payable, or being contested in good faith by appropriate proceedings) by, through or under Seller encumbering the Seller Land to be satisfied or otherwise released on or before the Closing. Except for Seller's obligations in In the preceding sentence, if event Purchaser failed to give notice to Seller fails to cure any other valid title objections of Buyer within the Title Cure Period (and fails to provide Buyer with evidence of Seller's cure satisfactory to Buyer and to the Title Company), then within five days of on or before the expiration of the Title Cure Review Period, Buyer may as Buyer's sole remediessuch exception will be deemed to be a Permitted Exception and Purchaser will be deemed to have agreed to accept title to the Seller Land subject to such exception. (b) In the event that Purchaser gives such written notice of objection to any such exception that is a Title Defect, which notice shall describe and specify the county of the defective parcel (the “Defective Parcel”), and Seller fails to cure or remove such exception by not later than five days prior to the Closing, Purchaser shall provide written notice to Seller prior to Closing that Purchaser desires either to: (1i) rescind waive the transaction contemplated herebyTitle Defect and accept title to the Defective Parcel with no adjustment to the Purchase Price therefor or (ii) exclude the Defective Parcel from the Seller Land (the “Deleted Parcel”) and reduce the Purchase Price as provided in Section 9.4(c) below. In the event the aggregate sum of the Title Defects exceeds twenty percent (20%) of the Purchase Price, either Purchaser or Seller may elect to terminate this Agreement, in which case Buyer neither Party shall have any further liability or obligation to the other hereunder except as to all obligations of Seller and Purchaser imposed by the Confidentiality Agreement, which shall survive such termination and be enforceable in accordance with the terms thereof. (c) If the Parties are unable to mutually agree on said value, the value of any Deleted Parcel from the Seller Land shall be entitled equal to the return of Buyer's ▇▇▇▇▇▇▇ Money; (2) waive any such objections and elect to close the transaction contemplated hereby irrespective of such title objections and without reduction average purchase price per acre of the Purchase Price; or Seller Land multiplied by the number of acres in said Deleted Parcel. (3d) extend Purchaser shall grant to Seller, without costs, access easements over and across the Closing Date Seller Land upon reasonable terms and over reasonable routes as may be necessary for Seller’s access to any Deleted Parcels, and Seller shall grant to Purchaser, without costs, access easements over and across the Deleted Parcels upon reasonable terms and over reasonable routes as may be necessary for Purchaser’s access to the Seller Land. (e) If within one year after the Closing, Seller cures the Title Defect on a period of up Deleted Parcel in accordance with applicable Law and to fifteen days to allow Seller further time to cure such valid title objections. Failure to act Purchaser’s reasonable satisfaction, and notifies Purchaser thereof in a timely manner under this paragraph shall constitute a waiver of Buyer's rights hereunder. Buyer writing, Purchaser shall have the right option, exercisable by written notice to re-examine title prior Seller, to Closing and notify purchase the Deleted Parcel from Seller at Closing a price equal to the value by which the Purchase Price was reduced because of any title objections which appear the Deleted Parcel (and otherwise on the terms set forth in this Agreement), provided that the Deleted Parcel is in substantially the same condition, reasonable wear and tear excluded, as it was as of record after the date of Buyer's initial title examination Closing. The Parties shall close the purchase and before sale of any such Deleted Parcel on a date no more than sixty (60) days after Purchaser so notifies Seller that Purchaser desires to purchase such Deleted Parcel (or on such other date as Purchaser and Seller may agree), and at such closing the Parties shall take the actions (and bear the costs) with respect to the purchase and sale of such Deleted Parcel that would have been taken (or borne) by such Party under this Agreement had the Deleted Parcel been included in the Seller Land, and such closing thereafter shall be considered the “Closing” with respect to such parcel for all purposes of this Agreement. This Section 9.4(e) shall survive the Closing.

Title Objections. Within fifteen (15) days after receiving the later of the Title Commitment or the Survey, Buyer shall notify Seller if the Title Commitment or Survey reveals any liens, encumbrances, claims or exceptions that, in Buyer’s reasonable judgment, are unacceptable (“Title Objections”). If Seller is unable or unwilling to cure any Title Objections, Seller will provide written notice thereof to Buyer within fifteen (15) days following receipt of notice of Title Objections from Buyer and Buyer shall have 30 the right, at its option, by written notice to Seller within fifteen (15) days from following receipt of Seller’s written notice, either (i) to terminate this Agreement and obtain a refund of the Binding Agreement date in which to furnish Seller with a written statement ▇▇▇▇▇▇▇ Money and all interest thereon, whereafter both Parties shall be relieved and discharged of any rights, liabilities or obligations hereunder, or (ii) to waive such defect and proceed to Closing. Buyer’s failure to exercise the right to terminate within the said fifteen (15) day period shall constitute a waiver of Buyer’s right to terminate with respect to such title objectionsmatters. However, UCC-1 or UCC-2 Financing Statementsif Seller elects to cure the Title Objections (although Seller will have no such obligation to do so), Seller shall provide Buyer with notice of its intention to cure same within the fifteen (15) days aforesaid and encroachments, and other facts affecting the marketability of the Property as revealed by a current title examination and survey. Seller shall have 14 an opportunity, at its expense, to remove such Title Objections within -47- TERMINAL SALE AND PURCHASE AGREEMENT (ARCADIA) EXECUTION VERSION sixty (60) days from the following receipt of such objections written notice from Buyer identifying the Title Objections (the "“Title Cure Period"”). In no event shall Seller have any obligation to commence litigation or to incur costs in excess of One Thousand Dollars ($1,000.00) to cure all valid title objectionsor remove any Title Objections. If Seller shall satisfy any existing liens or monetary encumbrances identified by Buyer as Title Objections which may be satisfied by the payment of a sum certain prior to Closing. Except for Seller's obligations in the preceding sentence, if Seller fails is unable to cure any other valid title objections of Buyer Title Objections within the Title Cure Period (and fails to provide Buyer with evidence that, in the reasonable opinion of Seller's cure satisfactory to Buyer and to the Title Company)Company or Buyer, then must be cured in order to deliver good and marketable title, Buyer may, as its sole and exclusive remedy, and upon written notice to Seller within five fifteen (15) days of the after expiration of the Title Cure Period, Buyer may as Buyer's sole remedies: (1) rescind the transaction contemplated herebyterminate this Agreement, in which case Buyer shall be entitled to event the return of Buyer's ▇▇▇▇▇▇▇ Money; (2) waive any such objections and elect Money shall be fully refunded to close the transaction contemplated hereby irrespective of such title objections and without reduction of the Purchase Price; or (3) extend the Closing Date for a period of up to fifteen days to allow Seller further time to cure such valid title objections. Failure to act in a timely manner under this paragraph shall constitute a waiver of Buyer's rights hereunder. Buyer shall have the right to re-examine title prior to Closing and notify Seller at Closing of any title objections which appear of record after the date of Buyer's initial title examination and before Closing.

Title Objections. (a) During the Due Diligence Period, Buyer shall have 30 days from the Binding Agreement date in which review title to furnish Seller with a written statement of any title objections, UCC-1 or UCC-2 Financing Statements, and encroachments, and other facts affecting the marketability of the Property as revealed disclosed by a current title examination the Title Commitment and surveythe Survey. Prior to the expiration of the Due Diligence Period or within three (3) Business Days after the receipt of any supplement or modification to the Title Commitment, but in no event prior to the expiration of the Due Diligence Period, Buyer shall deliver to Seller written notice of any items shown on the Title Commitment and/or the Survey of which Buyer disapproves (individually "BUYER DISAPPROVED EXCEPTION" and collectively, "BUYER'S DISAPPROVED EXCEPTIONS"). Buyer may not disapprove of the standard printed exceptions in the Title Commitment pursuant to this Section. If Buyer does not deliver the aforementioned written notice prior to the expiration of the time provided, Buyer shall be deemed to have disapproved of all matters shown on the Title Commitment and the Survey. Seller shall have 14 days from the three (3) Business Days after receipt of such objections (the "Title Cure Period") aforementioned Buyer's notice, or deemed notice, to notify Buyer in writing which, if any, of Buyer's Disapproved Exceptions Seller elects to cure all valid title objectionsor bond over prior to the Closing. If Seller does not notify Buyer in a timely fashion, Seller shall be deemed to have elected not to cure or bond over any of Buyer's Disapproved Exceptions. Seller shall satisfy any existing not be obligated to so cure or bond over Buyer's Disapproved Exceptions, except for monetary liens which Seller shall be obligated to remove at or monetary encumbrances identified by Buyer as Title Objections which may be satisfied by before the payment of a sum certain prior to Closing. Except Seller shall not be required to expend any effort or funds, or to commence litigation to cure a Buyer Disapproved Exception, except for Sellermonetary liens, which Seller shall be obligated to remove at or before the Closing. Seller further agrees to remove any exceptions or encumbrances to title that are created by Seller after April 11, 2002, without Buyer's obligations in the preceding sentenceprior written consent. (b) If Seller elects to cure, if Seller fails but is unable to cure any other valid title objections or all of Buyer within the Title Cure Period (and fails Buyer's Disapproved Exceptions at or prior to provide Buyer with evidence of Seller's cure satisfactory to Buyer and to the Title Company), then within five days of the expiration of the Title Cure Due Diligence Period, the Buyer may as Buyer's sole remedies: (1i) rescind the transaction contemplated hereby, elect to waive such uncured title matter in writing; or (ii) terminate this Agreement in which case event Buyer shall be entitled shall, as its sole remedy, receive a refund of the ▇▇▇▇▇▇▇ Money and recover its verified out-of-pocket expenses. (c) If Seller elects to the return cure none, or some, but not all, of Buyer's Disapproved Exceptions, Buyer shall have three (3) Business Days to provide Seller with written notice of Buyer's election, as its sole remedy, to either waive its disapproval of the Buyer Disapproved Exceptions which Seller has elected not to cure, or terminate this Agreement and receive a refund of the ▇▇▇▇▇▇▇ Money; (2) waive any such objections . If Buyer does not provide Seller with written notice as set forth in the preceding sentence, Buyer shall be deemed to have elected to terminate this Agreement and elect to close the transaction contemplated hereby irrespective of such title objections and without reduction shall receive a refund of the Purchase Price; ▇▇▇▇▇▇▇ Money. (d) If the Title Company revises the Title Commitment after the expiration of the Due Diligence Period to add or modify exceptions, and if such additions or modifications are not acceptable to Buyer, in Buyer's sole and absolute discretion, and are not removed on or before the Closing, Buyer may, as its sole remedy, terminate this Agreement by written notice to Seller and the Title Company, and the ▇▇▇▇▇▇▇ Money shall be refunded to Buyer. From and after the April 11, 2002, Seller shall not place or consent to any liens or easements against the Property or take any action to alter the condition of title to the Property without first obtaining Buyer's written consent, which may be withheld in Buyer's sole and absolute discretion. (3e) extend The standard printed exceptions in the Title Commitment, the Lease, and all matters shown on the Title Commitment, as well as any additional matters not shown by the Title Commitment and which are not Buyer's Disapproved Exceptions that the Seller is not required to cure or bond over at or prior to the Closing Date for a period pursuant to this Section 6.2, and items shown on the Survey which have not been removed as of up the end of the Due Diligence Period or which Seller is not required to fifteen days to allow Seller further time to cure such valid title objections. Failure to act in a timely manner under this paragraph remove as provided above, shall constitute a waiver and are herein called "PERMITTED EXCEPTIONS". (f) Any other term of this Agreement notwithstanding, following the expiration of the Due Diligence Period, Seller shall be deemed to have waived all objections to all exceptions and matters shown on the Title Commitment and/or the Survey, whether or not previously designated as or deemed by this Agreement to be Buyer's rights hereunder. Buyer Disapproved Exception(s), all of which shall have the right to re-examine title prior to Closing and notify Seller at Closing of any title objections which appear of record after the date of Buyer's initial title examination and before Closingalso be deemed Permitted Exceptions.

Title Objections. Buyer shall undertake such examination of title to the Property that it deems necessary or appropriate during the next thirty (30) days. Buyer shall submit to Seller, no later than the thirtieth (30th) day following the date of this Agreement, such objections that Buyer shall have 30 days from to the Binding Agreement date in which state of title to furnish Seller with a written statement of any title objections, UCC-1 or UCC-2 Financing Statements, and encroachments, and other facts affecting the marketability Property that exist as of the Property as revealed by a current title examination and surveydate of the Title Commitment (the “Title Objections”). Within five (5) days of Seller’s receipt of Buyer’s Title Objections, Seller shall notify Buyer in writing (the “Seller’s Response to Title Objections”) of the matters described in the Title Objections which Seller is willing to use commercially reasonable efforts to cure, provided however, Seller shall have 14 no obligation to cure any Title Objection unless (a) such matter is a monetary lien encumbering the Property, or (b) such matter is an easement, restriction, reservation, encumbrance or other matter which materially interferes with the proposed use of the premises for the development of a solar field, residential, commercial, recreational and industrial use as set forth in the MEPA permitting materials (EEA Number 14592 (a “Seller Title Cure Obligation”). If Seller fails to deliver Seller’s Response to Title Objections within such five (5) days from the receipt of such objections (the "Buyer’s Title Cure Period") Objections or Seller does not, in Seller’s Response to Title Objections, agree to use commercially reasonable efforts to cure all valid title objections. Seller shall satisfy any existing liens or monetary encumbrances identified by Buyer as such matters described in the Title Objections which may be satisfied by the payment of a sum certain prior to Closing. Except for are Seller's obligations in the preceding sentence, if Seller fails to cure any other valid title objections of Buyer within the ’s Title Cure Period (and fails to provide Buyer with evidence of Seller's cure satisfactory to Buyer and to the Title Company)Obligations, then within five days of the expiration of the Title Cure Period, Buyer may as Buyer's sole remedies: (1) rescind the transaction contemplated hereby, in which case Buyer shall be entitled to the return of Buyer's ▇▇▇▇▇▇▇ Money; (2) waive any such objections and elect to close the transaction contemplated hereby irrespective of such title objections and without reduction of the Purchase Price; or (3) extend the Closing Date for a period of up to fifteen days to allow Seller further time to cure such valid title objections. Failure to act in a timely manner under this paragraph shall constitute a waiver of Buyer's rights hereunder. Buyer shall have the right to re-examine terminate this Agreement by delivering Seller written notice thereof within three (3) days of receipt of Seller’s Response to Title Objections in which event this Agreement shall terminate, be deemed null and void and all deposits (notwithstanding their designation as “nonrefundable”) shall be returned to Buyer without further recourse to either party (except with respect to such obligations which are intended to survive the termination of this Agreement). If Buyer fails to deliver such notice of termination within three (3) days of receipt of Seller’s Response to Title Objections, Buyer shall be deemed to have accepted any and all matters of title prior to Closing and notify Seller at Closing of any title objections which appear of the Property, unless a Title issue appears on record after the date of Buyer's initial ’s Title Commitment described above and such Title issue is a Seller Title Cure Obligations. Further, Buyer shall be deemed to have accepted any and all matters of title examination to the Property that is not included as a Title Objection or is not a Seller Title Cure Obligation, unless a Title issue appears on record after the date of Buyer’s Title Commitment described above and before such Title issue is a Seller Title Cure Obligations. Notwithstanding any term or condition of this Agreement to the contrary, if Seller has agreed to use commercially reasonable efforts to cure a Seller Title Cure Obligation and such matter has not been cured by the Closing, Buyer shall not have any obligation to consummate the transaction contemplated by this Agreement until such matter has been cured.