Common use of Title Objections Clause in Contracts

Title Objections. With respect to those matters marked as “omit” on the Title Commitments listed on Exhibit E on the date hereof and which was provided to Seller’s counsel by PropCo Purchaser’s counsel in an e-mail at 6:34 pm Eastern Time on the date hereof or if (i) any Title Commitment updates shall reveal or disclose any other defects, objections or exceptions in the title to the Real Property that are not Permitted Liens and to which a Purchaser objects (collectively, “Title Objections”) or (ii) any Survey updates received by the Purchasers shall reveal or disclose any title exceptions, encroachments, other physical conditions or other state of facts on or affecting any of the Real Property that are not Permitted Liens and to which a Purchaser objects (“Survey Objections”), then, within ten (10) days after the date hereof, with respect to the Title Commitments listed on Exhibit E or the Purchasers’ receipt of any Title Commitment update or Survey update, as applicable, first revealing any such Title Objection or Survey Objection, TIME BEING OF THE ESSENCE, PropCo Purchaser (on behalf of the Purchasers) shall notify Seller of such Title Objections and Survey Objections in writing and request whether Seller will attempt to cure such Title Objections and Survey Objections (an “Objection Notice”) (it being agreed between the parties hereto that PropCo Purchaser has given an Objection Notice to Seller with respect to those items marked “omit” on the Title Commitments listed on Exhibit E on the date hereof and which was provided to Seller’s counsel by PropCo Purchaser’s counsel in an e-mail at 6:34 pm Eastern Time on the date hereof). If PropCo Purchaser fails to so notify Seller in writing of any such Title Objections in accordance with the timing set forth in this Section 6(b), then the Purchasers shall be deemed to have accepted the title exception reflected in the applicable Title Commitment update and Survey update delivered to the Purchasers and to have waived any claims or defects which it might otherwise have raised with respect to such title exception and the same shall be and shall be deemed to be Permitted Liens for all purposes of this Agreement, in each case subject to the Seller’s obligations with respect to Mandatory Cure Items pursuant to Section 6(c) below.

Title Objections. With respect to those matters marked as “omit” on the Purchaser shall promptly review any title report or title policy provided by Seller under Section 3a hereinabove ("Seller's Title Commitments listed on Exhibit E on the date hereof and which was provided to Seller’s counsel by PropCo Purchaser’s counsel in an e-mail at 6:34 pm Eastern Time on the date hereof or if (i) any Title Commitment updates Report"). Purchaser shall reveal or disclose any other defects, objections or exceptions in the also cause a search of title to the Real Property to be made and a survey of the Property to be performed not later than twenty (20) days after the termination of the Feasibility Period. If Purchaser shall determine that any matter or matters affecting the Property are not Permitted Liens and to which a unacceptable, Purchaser objects shall notify Seller in writing of such matter or matters (collectively, “the "Title Objections”") or (ii) any Survey updates received by the Purchasers shall reveal or disclose any title exceptions, encroachments, other physical conditions or other state of facts on or affecting any of the Real Property that are not Permitted Liens and to which a Purchaser objects (“Survey Objections”), then, within ten (10) business days of Purchaser's receipt of the respective title report or survey. Within seven (7) days of receipt of such notification, Seller shall notify Purchaser either that (i) Seller shall correct such Title Objections, or (ii) Seller shall not correct such Title Objections. In the event that Seller shall elect to correct such Title Objections, Seller shall correct such Title Obligations at or prior to Closing hereunder. In the event that Seller shall elect not to correct such Title Objections, Purchaser shall have the right, in its sole discretion, either to (i) accept title as is, or (ii) terminate this Agreement, in which event the Deposit shall be promptly returned to Purchaser and the parties hereto released from any further liabilities or obligations hereunder, except that Seller shall pay the reasonable costs of the title examination ordered by the Purchaser for any matter not disclosed by the Seller's Title Report. Any matters to which Purchaser does not object on or before the day thirty (30) days after the date hereof, with respect expiration of the Feasibility Period shall be deemed acceptable to Purchaser. In the Title Commitments listed on Exhibit E or the Purchasers’ receipt event Purchaser notifies Seller of any Title Commitment update Objections, and Seller fails to notify Purchaser within the period set forth above of its election to cure or Survey update, as applicable, first revealing any such Title Objection or Survey Objection, TIME BEING OF THE ESSENCE, PropCo Purchaser (on behalf of the Purchasers) shall notify Seller of such Title Objections and Survey Objections in writing and request whether Seller will attempt to not cure such Title Objections and Survey Objections (an “Objection Notice”) (it being agreed between the parties hereto that PropCo Purchaser has given an Objection Notice to Objections, Seller with respect to those items marked “omit” on the Title Commitments listed on Exhibit E on the date hereof and which was provided to Seller’s counsel by PropCo Purchaser’s counsel in an e-mail at 6:34 pm Eastern Time on the date hereof). If PropCo Purchaser fails to so notify Seller in writing of any such Title Objections in accordance with the timing set forth in this Section 6(b), then the Purchasers shall be deemed to have accepted elected not to cure such Title Objections. Notwithstanding the title exception reflected in the applicable Title Commitment update and Survey update delivered to the Purchasers and to have waived any claims or defects which it might otherwise have raised with respect to such title exception and the same shall be and shall be deemed to be Permitted Liens for all purposes provisions of this AgreementSection 4b, in each case subject Seller shall release at or prior to closing all monetary liens and encumbrances encumbering the Seller’s obligations with respect to Mandatory Cure Items pursuant to Section 6(c) belowProperty.

Title Objections. With respect Prior to those matters marked as “omit” the expiration of the Due Diligence Period, Buyer shall give Seller written notice of any Title Objections. Seller shall notify Buyer in writing within five (5) business days after receipt of Buyer’s notice of Title Objections (but, in any event, prior to the Closing Date) whether Seller elects to Remove the same. Failure of Seller to notify Buyer in writing within such five (5) business day period shall be deemed an election by Seller on the last day of such period not to Remove such Title Commitments listed on Exhibit E on the date hereof and which was provided Objections. If Seller elects not to Remove one or more Title Objections, then Buyer may either (a) terminate this Agreement by written notice to Seller given within five (5) business days after Seller’s counsel by PropCo Purchaser’s counsel election (but in an e-mail at 6:34 pm Eastern Time on any event prior to the date hereof or if Closing Date), in which event the Title Company shall (i) any Title Commitment updates shall reveal or disclose any other defects, objections or exceptions in pay Twenty-five Thousand Dollars ($25,000.00) of the title Deposit to the Real Property that are not Permitted Liens Seller and to which a Purchaser objects (collectively, “Title Objections”) or (ii) refund the balance of the Deposit to Buyer, and thereafter Seller and Buyer shall not have any Survey updates received further liability hereunder except for obligations which by the Purchasers shall reveal express terms of this Agreement survive the termination of this Agreement, or disclose any title exceptions, encroachments, other physical conditions or other state of facts on or affecting any of the Real Property that are not Permitted Liens and to which a Purchaser objects (“Survey Objections”), then, within ten (10b) days after the date hereof, with respect to the Title Commitments listed on Exhibit E or the Purchasers’ receipt of any Title Commitment update or Survey update, as applicable, first revealing any such Title Objection or Survey Objection, TIME BEING OF THE ESSENCE, PropCo Purchaser (on behalf of the Purchasers) shall notify Seller of waive such Title Objections and Survey Objections in writing and request whether Seller will attempt proceed to cure Closing. Failure of Buyer to terminate this Agreement within such five (5) business day period shall be deemed an election by Buyer to waive such Title Objections and Survey Objections proceed to Closing. Any such Title Objection so waived (an “Objection Notice”or deemed waived) by Buyer shall be deemed to constitute a Permitted Exception, and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price. Notwithstanding the foregoing, Seller shall be obligated to satisfy (it being agreed between or in the parties hereto that PropCo Purchaser has given an Objection Notice to Seller with respect to those items marked “omit” on the Title Commitments listed on Exhibit E on the date hereof and which was provided to case of mechanics’liens, insure over at Seller’s counsel by PropCo Purchaser’s counsel in an e-mail cost) at 6:34 pm Eastern Time on Closing all (a) mortgages and security interests encumbering the date hereof)Property, (b) mechanics’ liens or notices thereof relating to work performed at the request of any Seller Parties, and (c) liens for delinquent real estate taxes and assessments, and Buyer shall not be obligated to identify the same as a Title Objection. If PropCo Purchaser fails to so notify Seller in writing of any such Title Objections this Agreement is not terminated by Buyer in accordance with the timing set forth provisions hereof, Seller shall, at Closing, Remove or cause to be Removed any Title Objections which Seller elected in writing to Remove as provided above and any other matters which Seller is obligated to satisfy under this Section 6(b)4.2. Seller shall be entitled to a reasonable adjournment of the Closing (not to exceed ninety (90) days) for the purpose of the Removal of any Title Objections which Seller has elected in writing to Remove or other matters which Seller is obligated to satisfy under this Section 4.2. From and after the Letter Date, then Seller shall not execute any easement, restriction, covenant, agreement or other matter affecting title to the Purchasers Property other than Leases entered into by Seller in the ordinary course of business and except for the deeds contemplated by Section 15.17, unless Buyer has received a copy thereof and has approved the same in writing. If Buyer fails to object in writing to any such proposed instrument within five (5) business days after receipt of the aforementioned notice, Buyer shall be deemed to have accepted approved the title exception reflected in the applicable Title Commitment update and Survey update delivered to the Purchasers and to have waived any claims proposed instrument. Buyer’s consent shall not be unreasonably withheld, conditioned or defects which it might otherwise have raised delayed with respect to any such title exception and the same shall be and shall be deemed to be Permitted Liens for all purposes of this Agreement, in each case subject to the Seller’s obligations with respect to Mandatory Cure Items pursuant to Section 6(c) belowinstrument.

Title Objections. With respect If Buyer shall not approve any title or survey matters which Buyer is permitted to those matters marked disapprove hereunder, Buyer shall have the right to give written notice thereof ("Title Objection Notice") to Seller within the time periods provided for in Paragraphs 4A(1)(a) or (b), as “omit” on applicable. Upon receipt by Seller of a Title Objection Notice given in a timely manner (or a deemed title disapproval under Paragraphs 4A(1)(a) or (b) above), then Seller shall have until the sooner to occur of (1) three (3) business days from receipt of such Title Commitments listed on Exhibit E on Objection Notice (or from the date hereof of Buyer's deemed disapproval as aforesaid) and (2) the Closing Date, within which was provided to Seller’s counsel by PropCo Purchaser’s counsel in an e-mail at 6:34 pm Eastern Time on the date hereof or if notify Buyer as to each properly disapproved matter either that (i) Seller elects not to cause such disapproved matter to be removed as of the Closing Date (or otherwise take any Title Commitment updates shall reveal or disclose any other defectsaction with respect thereto), objections or exceptions in the title to the Real Property that are not Permitted Liens and to which a Purchaser objects (collectively, “Title Objections”) or (ii) Seller intends to either (a) use commercially reasonable efforts to cause such disapproved matter to be removed on the Closing Date, or (b) obtain a title endorsement (if available) reasonably acceptable to Buyer insuring over such disapproved matter; provided, however, Seller shall have no liability if for any Survey updates received by the Purchasers shall reveal reason, after electing under (ii) above, such additional disapproved matters are not removed or disclose any title exceptions, encroachments, other physical conditions or other state of facts on or affecting any insured over in a form reasonably acceptable to Buyer as of the Real Property that are not Permitted Liens and Closing Date. Failure to which a Purchaser objects (“Survey Objections”), then, within ten (10) days after the date hereof, with respect to the Title Commitments listed on Exhibit E or the Purchasers’ receipt of deliver any Title Commitment update or Survey update, as applicable, first revealing any such Title Objection or Survey Objection, TIME BEING OF THE ESSENCE, PropCo Purchaser (on behalf of the Purchasers) shall notify written notification by Seller of its election within such Title Objections and Survey Objections in writing and request whether Seller will attempt to cure such Title Objections and Survey Objections (an “Objection Notice”) (it being agreed between the parties hereto that PropCo Purchaser has given an Objection Notice to Seller with respect to those items marked “omit” on the Title Commitments listed on Exhibit E on the date hereof and which was provided to Seller’s counsel by PropCo Purchaser’s counsel in an e-mail at 6:34 pm Eastern Time on the date hereof). If PropCo Purchaser fails to so notify Seller in writing of any such Title Objections in accordance with the timing set forth in this Section 6(b), then the Purchasers shall be deemed to have accepted the title exception reflected in the applicable Title Commitment update and Survey update delivered to the Purchasers and to have waived any claims or defects which it might otherwise have raised with respect to such title exception and the same shall be and period shall be deemed to be Permitted Liens for an election not to cause any such additional disapproved matters to be removed. If Seller elects not to cause any or all purposes such additional disapproved matters to be removed or insured over as aforesaid, Buyer shall have until the sooner to occur of (1) three (3) business days from receipt of written notice thereof (or from the date of Seller's deemed election as aforesaid) and (2) the Closing Date, within which to notify Seller in writing either that (x) Buyer revokes its disapproval and will proceed with the purchase of the Property without any reduction in the Purchase Price and will take subject to such matters, or (y) Buyer terminates this Agreement (and thereupon the Escrow Deposit shall be delivered to Buyer). Failure to deliver any written notification by Buyer of its election within such period shall be deemed to be an election to terminate this Agreement, in each case subject to the Seller’s obligations with respect to Mandatory Cure Items pursuant to Section 6(c) below.

Title Objections. With respect If any revision or update of any Preliminary Title Report or Survey discloses exceptions to those matters marked as “omit” on the Title Commitments listed on Exhibit E on the date hereof and which was provided to Seller’s counsel by PropCo Purchaser’s counsel in an e-mail at 6:34 pm Eastern Time on the date hereof or if (i) any Title Commitment updates shall reveal or disclose any title other defects, objections or exceptions than Permitted Encumbrances shown in the Preliminary Title Report, or Survey received during the Study Period, that would cause title to an Individual Property to be uninsurable or would render title unmarketable or constitute a monetary lien or judgment on a Property, or encumbers a Property materially and adversely (the Real Property that are not Permitted Liens and to which a Purchaser objects (foregoing, collectively, the “Title Objections”), Buyer shall so notify the Seller of the particular Property to which such Title Objection relates (“Buyer’s Objection Notice”): (a) on or before the fifth (5th) Business Day after receipt of any revision or update if received by Buyer on or before the fifth (5th) Business Day before the Closing Date, (b) on or before one (1) Business Day prior to the Closing Date if received by Buyer less than five (5) Business Days before the Closing Date (but prior to the Closing Date) or (c) on the Closing Date if Buyer becomes aware of same on the Closing Date (each such date, the “Objection Cut Off Date”), time being of the essence. Such Seller shall have until the Closing Date (and may adjourn the Closing for such reasonable periods) to have each such Title Objection (i) insured over, (ii) removed, or (iii) corrected (each as selected by a Seller, a “Remedy”) (in the case of (i) or (iii), to the reasonable satisfaction of Buyer, but subject to Section 3.4 below); provided, however, nothing herein shall require a Seller to (I) bring any Survey updates received action or proceeding to remove any Title Objection or (II) take any steps, or incur any expense, in excess of *** ******* ******** ******* ********** in the aggregate to remove any Title Objections (except that each Seller shall be obligated to remove the following “Mandatory Cure Items”: (A) the mortgages or deeds of trust identified on the Preliminary Title Report that are not assumed by Buyer pursuant to Exhibit AA attached hereto, (B) any and all liens voluntarily placed by a Seller against its Property after the Purchasers shall reveal date of the applicable Preliminary Title Report in violation of this Agreement, (C) any and all liens arising by, through or disclose under a Seller and (D) any title exceptionsother Title Objection that would cost not more than the foregoing *** ******* ******** ******* **********, encroachmentsin the aggregate, other physical conditions to remove). Each Seller agrees to notify Buyer within five (5) Business Days of such Seller’s receipt of Buyer’s Objection Notice whether such Seller elects to endeavor to Remedy all or other state of facts on or affecting any of the Real Property that are Title Objections raised in Buyer’s Objection Notice. Other than the exceptions to title which each Seller is required pursuant to this Section 3.3 to Remedy, any exception to title which Buyer does not raise pursuant to the terms hereof on or before the Objection Cut Off Date shall be deemed a Permitted Liens Encumbrance and not a Title Objection. If a Seller at or prior to which the Closing Date (as the same may be extended) either (x) does not elect to Remedy a Purchaser objects Title Objection, or (“Survey Objections”y) having elected to Remedy a Title Objection for any reason whatsoever does not do so, at or prior to the Closing Date (as the same may be adjourned), then, Buyer may at its sole and exclusive option within ten five (105) days Business Days after the date hereofa Seller fails to elect to Remedy a Title Objection or, with respect to the Title Commitments listed on Exhibit E or the Purchasers’ receipt of any Title Commitment update or Survey updateObjection that a Seller fails to Remedy after having elected to do so, on the Closing Date (as applicable, first revealing any the same may be adjourned) either (1) terminate this Agreement with respect to such Individual Property to which such Title Objection or Survey Objection, TIME BEING OF THE ESSENCE, PropCo Purchaser (on behalf relates and receive a return of the Purchasers) shall notify Seller portion of the Deposit relating to such Title Objections and Survey Objections in writing and request whether Seller will attempt to cure such Title Objections and Survey Objections (an “Objection Notice”Individual Property as shown on Schedule 2.1(a) (it being agreed between and the parties hereto that PropCo Purchaser has given an Objection Notice applicable Seller and Buyer shall jointly instruct Escrow Holder to promptly return such portion of the Deposit to Buyer) and such Seller shall not have any further liability or obligation to Buyer hereunder nor shall Buyer have any further liability or obligation to such Seller hereunder with respect to those items marked “omit” on that Individual Property, except for such obligations as are specifically stated in this Agreement to survive the Title Commitments listed on Exhibit E on termination of this Agreement, or (2) elect to accept title to the date hereof Individual Property as it then is without any reduction in, abatement of, or credit against the Purchase Price and which was provided to Seller’s counsel by PropCo Purchaser’s counsel in an e-mail at 6:34 pm Eastern Time on the date hereof). If PropCo Purchaser such exceptions shall be deemed a Permitted Encumbrance; if Buyer fails to so notify Seller in writing of any timely make either such Title Objections in accordance with the timing set forth in this Section 6(b)election, then the Purchasers Buyer shall be deemed to have accepted the title exception reflected in the applicable Title Commitment update and Survey update delivered to the Purchasers and to have waived any claims or defects which it might otherwise have raised with respect to such title exception and the same shall be and shall be deemed to be Permitted Liens for all purposes of this Agreement, in each case subject to the Seller’s obligations with respect to Mandatory Cure Items pursuant to Section 6(c) belowelected option (1).

Title Objections. With respect to those matters marked as “omit” on Within fifteen (15) days after receiving the later of the Title Commitments listed 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 Exhibit E 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 the date hereof and which was provided right, at its option, by written notice to Seller within fifteen (15) days following receipt of Seller’s counsel by PropCo Purchaser’s counsel in an e-mail at 6:34 pm Eastern Time on the date hereof or if 's written notice, either (i) to terminate this Agreement and obtain a refund of the ▇▇▇▇▇▇▇ Money and all interest thereon, whereafter both Parties shall be relieved and discharged of any Title Commitment updates shall reveal rights, liabilities or disclose any other defectsobligations hereunder, objections or exceptions in the title to the Real Property that are not Permitted Liens and to which a Purchaser objects (collectively, “Title Objections”) or (ii) any Survey updates received by to waive such defect and proceed to Closing. Buyer's failure to exercise the Purchasers right to terminate within the said fifteen (15) day period shall reveal or disclose any title exceptions, encroachments, other physical conditions or other state constitute a waiver of facts on or affecting any of the Real Property that are not Permitted Liens and Buyer's right to which a Purchaser objects (“Survey Objections”), then, within ten (10) days after the date hereof, with respect to the Title Commitments listed on Exhibit E or the Purchasers’ receipt of any Title Commitment update or Survey update, as applicable, first revealing any such Title Objection or Survey Objection, TIME BEING OF THE ESSENCE, PropCo Purchaser (on behalf of the Purchasers) shall notify Seller of such Title Objections and Survey Objections in writing and request whether Seller will attempt to cure such Title Objections and Survey Objections (an “Objection Notice”) (it being agreed between the parties hereto that PropCo Purchaser has given an Objection Notice to Seller with respect to those items marked “omit” on the Title Commitments listed on Exhibit E on the date hereof and which was provided to Seller’s counsel by PropCo Purchaser’s counsel in an e-mail at 6:34 pm Eastern Time on the date hereof). If PropCo Purchaser fails to so notify Seller in writing of any such Title Objections in accordance with the timing set forth in this Section 6(b), then the Purchasers shall be deemed to have accepted the title exception reflected in the applicable Title Commitment update and Survey update delivered to the Purchasers and to have waived any claims or defects which it might otherwise have raised terminate with respect to such title exception matters. However, if 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 Seller shall have an opportunity, at its expense, to remove such Title Objections within sixty (60) days following receipt of written notice from Buyer identifying the same 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 or remove any Title Objections. If Seller is unable to cure any Title Objections within the Title Cure Period that, in the reasonable opinion of the Title Company or Buyer, must be cured in order to deliver good and shall be deemed marketable title, Buyer may, as its sole and exclusive remedy, and upon written notice to be Permitted Liens for all purposes Seller within fifteen (15) days after expiration of the Title Cure Period, terminate this Agreement, in each case which event the ▇▇▇▇▇▇▇ Money shall be fully refunded to Buyer. Any changes to the Title Commitment or the Survey prior to the Closing and subsequent to the Buyer's receipt of the Title Commitment or Survey will be subject to the Seller’s obligations with respect to Mandatory Cure Items pursuant to Title Objections procedures of this Section 6(c) below11.3, commencing as of the date Buyer obtains knowledge of such change.

Title Objections. With respect In the event Buyer’s Title Binder, as updated to those matters marked as “omit” on closing, or Buyer’s Survey identifies any title exceptions or defects in title of which Buyer does not approve or which render title unmarketable or which unreasonably interferes with Buyer’s intended use of the Title Commitments listed on Exhibit E on the date hereof and which was provided to Seller’s counsel by PropCo Purchaser’s counsel in an e-mail at 6:34 pm Eastern Time on the date hereof or if Property (i) any Title Commitment updates shall reveal or disclose any other defects, objections or exceptions in the title to the Real Property that are not Permitted Liens and to which a Purchaser objects (collectively, “Title Objections”) or (ii) any Survey updates received by the Purchasers shall reveal or disclose any title exceptions, encroachments, other physical conditions or other state of facts on or affecting any of the Real Property that are not Permitted Liens and to which a Purchaser objects (“Survey Objections”), then, within ten (10) days after the date hereof, with respect to the Title Commitments listed on Exhibit E or the Purchasers’ receipt of any Title Commitment update or Survey update, as applicable, first revealing any such Title Objection or Survey Objection, TIME BEING OF THE ESSENCE, PropCo Purchaser (on behalf of the Purchasers) Buyer shall notify Seller of such (the “Title Objections and Survey Objections in writing and request whether Seller will attempt to cure such Title Objections and Survey Objections (an “Report Objection Notice”) and Seller shall elect by written notice to Buyer (it being agreed between the parties hereto that PropCo Purchaser has given an “Seller’s Disposition Notice”) within five (5) business days of a Title Report Objection Notice whether to correct such defects prior to Closing. If Seller with respect fails to those items marked “omit” on deliver the Title Commitments listed on Exhibit E on the date hereof and which was provided to Seller’s counsel by PropCo Purchaser’s counsel in an e-mail at 6:34 pm Eastern Time on the date hereof). If PropCo Purchaser fails Disposition Notice to so notify Buyer within five (5) business days of receipt a Title Report Objection Notice, Seller in writing of any such Title Objections in accordance with the timing set forth in this Section 6(b), then the Purchasers shall be deemed to have accepted the title exception reflected objected affirmatively to all matters set forth in the applicable Title Commitment update and Survey update delivered to the Purchasers and to have waived any claims or defects which it might otherwise have raised with respect to such title exception Report Objection Notice and the same shall be constitute Seller’s refusal to correct, on or before the date of Closing, all title matters to which Buyer objected in the Title Report Objection Notice, subject to Seller’s obligation to cure certain exceptions pursuant to this Section 6.2. In the event Seller cannot correct such defects by Closing or chooses not to correct such defects subject to Seller’s obligation to cure certain exceptions pursuant to this Section 6.2, then Buyer may accept title as is without abatement or reduction of Purchase Price or Buyer may cancel this Agreement upon notice to Seller and shall be deemed to be Permitted Liens for all purposes receive a full refund of the Deposit. Upon delivery of Buyer’s notice canceling this Agreement, in each case subject this Agreement shall thereupon be deemed canceled and become void and of no further effect, and neither party shall have any obligations of any nature to the Seller’s obligations with respect other hereunder or by reason hereof, except for those provisions herein which by their terms expressly survive. Seller shall not be required to Mandatory Cure Items pursuant take or bring any action or proceeding or any other steps to Section 6(cremove any defect in or objection to title or to fulfill any condition or to expend any moneys therefor, nor shall Buyer have any right of action against Seller therefor, at law or in equity, provided, however, that, notwithstanding anything to the contrary contained herein, Seller shall remove or cause to be removed of record (i) belowthe lien of any mortgage, security agreement, financing statement or any other instrument which evidences or secures indebtedness and affects the Property and (ii) any other liens or encumbrances against the Property, including without limitation mechanics liens, which were not caused by the acts or omissions of Buyer, its agents, contractors or representatives and which can be cured by the payment of money in liquidated amounts.

Title Objections. With respect If there are any liens, charges, easements, ---------------- agreements of record, encumbrances or other objections to those matters marked as “omit” on title, other than the Permitted Encumbrances and Subsequent Title Commitments listed on Exhibit E on Objections (which Purchaser agrees to take title subject to) which are not waived in accordance with the date hereof and provisions of Section 5.1 (collectively, "Title Objections"), which was provided to Seller’s counsel by PropCo Purchaser’s counsel in an e-mail at 6:34 pm Eastern Time on the date hereof or if (i) were caused by, resulted from or arose out of a grant by Seller to any Title Commitment updates person or entity of a mortgage or other security interest affecting the Property, or the performance of work on behalf of Seller upon all or any portion of the Property, then Seller shall reveal or disclose any other defects, objections or exceptions in the title to the Real Property that are not Permitted Liens and to which a Purchaser objects (collectively, “remove such Title Objections”) ; or (ii) any Survey updates received are not of the type described in clause (i) of this sentence, but are removable by the Purchasers payment of an ascertainable sum not to exceed in the aggregate $250,000.00 (the "Maximum Amount"), then Seller shall reveal or disclose cause such Title Objections to be removed. If Seller fails to remove any title exceptions, encroachments, other physical conditions or other state of facts on or affecting any Title Objection(s) in accordance with the provisions of the Real Property that are immediately preceding sentence, or if there exist any Title Objection(s) which Seller is not Permitted Liens and obligated to which remove pursuant to clause (ii) of the immediately preceding sentence because the payment of funds in excess of the Maximum Amount would be required to cure the same, Purchaser, nevertheless, may elect (at or prior to Closing) to consummate the transaction provided for herein subject to any such Title Objection(s) as may exist as of the Closing Date, with a Purchaser objects (“Survey Objections”credit allocated against the Cash Balance payable at the Closing equal to the sum necessary to remove such Title Objection(s), thennot to exceed the Maximum Amount (in the event of a Title Objection of the type described in clause (ii) of the immediately preceding sentence); provided, within ten (10) days after the date hereofhowever, if Purchaser makes such election, Purchaser shall not be entitled to any other credit, nor shall Seller bear any further liability, with respect to the Title Commitments listed on Exhibit E or the Purchasers’ receipt of any Title Commitment update or Survey updateObjection(s) of the type described in clause (ii) of the immediately preceding sentence, as applicablebut Seller shall remain fully liable for the cost of removing any Title Objection(s) of the type described in clause (i) of the immediately preceding sentence. If Purchaser shall not so elect, first revealing Purchaser may terminate this Agreement and Seller's sole liability thereafter shall be to cause the Deposit, together with any interest earned thereon while in escrow, to be refunded to Purchaser, and, upon the return of the Deposit and any such Title Objection or Survey Objectioninterest, TIME BEING OF THE ESSENCEthis Agreement shall be terminated, PropCo Purchaser (on behalf of the Purchasers) shall notify Seller of such Title Objections and Survey Objections in writing and request whether Seller will attempt to cure such Title Objections and Survey Objections (an “Objection Notice”) (it being agreed between the parties hereto that PropCo Purchaser has given an Objection Notice to Seller shall be relieved of all further obligations and liability under this Agreement, other than with respect to those items marked “omit” on the Title Commitments listed on Exhibit E on the date hereof and provisions of this Agreement which was provided to Seller’s counsel by PropCo Purchaser’s counsel in an e-mail at 6:34 pm Eastern Time on the date hereof). If PropCo Purchaser fails to so notify Seller in writing of any such Title Objections in accordance with the timing set forth in this Section 6(b), then the Purchasers shall be deemed to have accepted the title exception reflected in the applicable Title Commitment update and Survey update delivered to the Purchasers and to have waived any claims or defects which it might otherwise have raised with respect to such title exception and the same shall be and shall be deemed to be Permitted Liens for all purposes expressly survive a termination of this Agreement, in each case subject to the Seller’s obligations with respect to Mandatory Cure Items pursuant to Section 6(c) below.

Title Objections. With On or before October 31, 2018 (“Title Objection Date”), Purchaser shall notify the Seller in writing of any title exceptions or matters identified in the Commitment, the Exception Documents, or the Survey of which Purchaser disapproves (“Title Objection Notice”). Purchaser’s failure to give a Title Objection Notice with respect to those matters marked as “omit” on any title exception or matter prior to the Title Commitments listed on Exhibit E on Objection Date shall be deemed to constitute Purchaser’s waiver of its right to disapprove such title exception or matter and its approval thereof. On or before five (5) days after the date hereof and of the Title Objection Notice, Seller shall notify Purchaser in writing of any disapproved title exceptions or matters which was provided the Seller is unable or unwilling to cause to be (a) removed or (b) upon Purchaser’s written approval, insured against, prior to or at Closing (“Seller’s counsel Title Objection Response”). The Seller’s failure to provide Purchaser with the Seller’s Title Objection Response within the time period set forth above shall be deemed to be the Seller’s election not to cure any Title Objections raised by PropCo Purchaser’s counsel in an e-mail . Notwithstanding the foregoing or anything herein to the contrary, at 6:34 pm Eastern Time or before the Closing, Seller shall cause all financing encumbrances and other monetary liens, if any, to be removed as exceptions to or affecting title to the Property, except liens for taxes not then due and payable, and Seller shall cure any disapproved items it has elected to cure hereunder, and if Seller fails to do so, Purchaser, at its option, by written notice to Seller and Title Company at any time on or before the date hereof or if Closing, may elect to (i) terminate this Purchase Agreement and receive a refund of the E▇▇▇▇▇▇ Money Deposit (without any Title Commitment updates shall reveal or disclose any other defectsinstruction from Seller), objections or exceptions in the title and, notwithstanding anything herein to the Real Property that are not Permitted Liens and to which a Purchaser objects (collectivelycontrary, “Title Objections”) or (ii) any Survey updates received by the Purchasers shall reveal or disclose any title exceptions, encroachments, other physical conditions or other state of facts on or affecting any of the Real Property that are not Permitted Liens and to which a Purchaser objects (“Survey Objections”), thenSeller shall, within ten (10) days after of demand therefor, reimburse Purchaser for its actual, out of pocket expenses incurred by Purchaser in connection with the date hereofpreparation and negotiation of this Purchase Agreement and the transactions contemplated hereby and related thereto, with respect including (A) expenses related to the Title Commitments listed on Exhibit E due diligence and seeking entitlements or the Purchasers’ receipt other governmental approvals, and (B) fees of any Title Commitment update or Survey update, as applicable, first revealing any such Title Objection or Survey Objection, TIME BEING OF THE ESSENCE, PropCo Purchaser (on behalf of the Purchasers) shall notify Seller of such Title Objections and Survey Objections in writing and request whether Seller will attempt to cure such Title Objections and Survey Objections (an “Objection Notice”) (it being agreed between the parties hereto that PropCo Purchaser has given an Objection Notice to Seller with respect to those items marked “omit” on the Title Commitments listed on Exhibit E on the date hereof and which was provided to Seller’s counsel by PropCo Purchaser’s counsel in an e-mail at 6:34 pm Eastern Time on the date hereofattorneys, lobbyists and consultants (subsection (A) and (B). If PropCo Purchaser fails , collectively, “Reimbursable Expenses”); (ii) accept title subject to so notify any disapproved matters; or (iii) declare Seller in writing of any such Title Objections in accordance with the timing set forth in this Section 6(b), then the Purchasers shall be deemed to have accepted the title exception reflected in the applicable Title Commitment update and Survey update delivered to the Purchasers and to have waived any claims or defects which it might otherwise have raised with respect to such title exception and the same shall be and shall be deemed to be Permitted Liens for all purposes default of this Agreement, Purchase Agreement and pursue any other remedies allowed hereunder or at law or in each case subject to the Seller’s obligations with respect to Mandatory Cure Items pursuant to Section 6(c) belowequity.

Title Objections. With respect to those matters marked as “omit” on the Title Commitments listed on Exhibit E on the date hereof and which was provided to Seller’s counsel by PropCo Purchaser’s counsel in an e-mail at 6:34 pm Eastern Time on the date hereof or if (i) any Title Commitment updates shall reveal or disclose any other defects, objections or exceptions in the title to the Real Property that are not Permitted Liens and to which a Purchaser objects Within seven (collectively, “Title Objections”) or (ii) any Survey updates received by the Purchasers shall reveal or disclose any title exceptions, encroachments, other physical conditions or other state of facts on or affecting any of the Real Property that are not Permitted Liens and to which a Purchaser objects (“Survey Objections”), then, within ten (107) days after the date hereof, with respect to the Title Commitments listed on Exhibit E or the Purchasers’ Purchaser’s receipt of any both a Title Commitment update or and the related Survey updatefor each Property, as applicable, first revealing any such Title Objection or Survey Objection, TIME BEING OF THE ESSENCE, PropCo Purchaser (on behalf of the Purchasers) shall notify Seller of such Title Objections and Survey Objections in writing and request whether Seller will attempt to cure such Title Objections and Survey Objections (an “Objection Notice”) (it being agreed between the parties hereto that PropCo Purchaser has given an Objection Notice to Seller with respect to those items marked “omit” on the Title Commitments listed on Exhibit E on the date hereof and which was provided to Seller’s counsel by PropCo Purchaser’s counsel in an e-mail at 6:34 pm Eastern Time on the date hereof). If PropCo Purchaser fails to so notify Seller in writing of Purchaser’s objection to any such exceptions or other title matters shown on a Title Objections in accordance with Commitment or the timing set forth in this Section 6(brelated Survey (each, a “Title Objection”). If any 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 Purchasers shall be deemed option, as its sole remedy, upon written notice to have accepted Seller on or before the title exception reflected in the applicable Title Commitment update and Survey update delivered Closing Date, to the Purchasers and to have waived any claims or defects which it might otherwise have raised with respect to such title exception and the same shall be and shall be deemed to be Permitted Liens for all purposes of terminate this Agreement, in each case subject which event neither Purchaser nor Seller shall have any further duties or obligations under this Agreement, except as otherwise provided herein. (ii) 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 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 SellerClosing 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 Purchaser nor Seller shall have any further duties or obligations under this Agreement, except as otherwise provided herein. (iii) Purchaser’s obligations with respect failure to Mandatory Cure Items pursuant to timely deliver a Title Objection or an Additional Title Objection shall be deemed Purchaser’s acceptance of the matters disclosed by the Title Commitments and related Surveys. If Purchaser does not terminate this Agreement by reason of any Title Objection or Additional Title Objection, as provided in this Section 6(c) below2.01, then such Title Objection or Additional Title Objection shall be deemed waived and approved by Purchaser and shall thereafter be deemed a Permitted Encumbrance.

Title Objections. With respect to those matters marked as “omit” on the Title Commitments listed on Exhibit E on the date hereof and which was provided to Seller’s counsel by PropCo Purchaser’s counsel in an e-mail at 6:34 pm Eastern Time on the date hereof or if (i) any Title Commitment updates shall reveal or disclose any other defects, objections or exceptions in the title to the Real Property that are not Permitted Liens and to which a Purchaser objects Within fifteen (collectively, “Title Objections”) or (ii) any Survey updates received by the Purchasers shall reveal or disclose any title exceptions, encroachments, other physical conditions or other state of facts on or affecting any of the Real Property that are not Permitted Liens and to which a Purchaser objects (“Survey Objections”), then, within ten (1015) days after the date hereofPurchaser’s receipt of all of the following: a Title Commitment (including legible copies of all title exceptions listed therein), the related Surveys, and the related Zoning Evidence for all Properties, Purchaser shall notify Seller and Title Company in writing (E-Mail is acceptable) of Purchaser’s objection to any exceptions or other title matters shown on a Title Commitment or the related Survey (each, a “Title Objection”). If any Title Objection with respect to a Property is not removed or resolved by Seller or Title Company to Purchaser’s satisfaction at least five (5) days prior to the Closing Date, then Purchaser shall have the option, as its sole remedy, subject to the last paragraph of this Section 3.01(d)(i), upon written notice to Seller on or before the Closing Date, to (A) terminate this Agreement, in which event neither Purchaser nor Seller shall have any further duties or obligations under this Agreement, except as otherwise provided herein, or (B) remove the applicable Property from the Properties to be conveyed hereunder (but only if there is a Valid Title Objection with respect to such Property), with an appropriate reduction in the Purchase Price based on the Allocations, and proceed to close with respect to the remaining Properties. (ii) If any supplement to a Title Commitments listed on Exhibit E Commitment or the Purchasers’ receipt related Survey discloses any additional title defects which were not created by or with the consent of any Title Commitment update or Survey updatePurchaser, as applicable, first revealing any such Title Objection or Survey Objection, TIME BEING OF THE ESSENCE, PropCo Purchaser (on behalf of the Purchasers) shall notify Seller of such Title Objections and Survey Objections in writing and request whether Seller will attempt to cure such Title Objections and Survey Objections (an “Objection Notice”) (it being agreed between the parties hereto that PropCo Purchaser has given an Objection Notice to Seller with respect to those items marked “omit” on the Title Commitments listed on Exhibit E on the date hereof and which was provided are not acceptable to Seller’s counsel by PropCo Purchaser’s counsel in an e-mail at 6:34 pm Eastern Time on the date hereof). If PropCo , Purchaser fails to so 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 (A) terminate this Agreement upon written notice to Seller on or before the Closing Date, in which event neither Purchaser nor Seller shall have any further duties or obligations under this Agreement, except as otherwise provided herein, or (B) remove the applicable Property from the Properties to be conveyed hereunder (but only if there is a Valid Title Objection with respect to such Property), with an appropriate reduction in the Purchase Price based on the Allocations, and proceed to close with respect to the remaining Property. In no event may the aggregate number of Properties removed pursuant to Section 3.01(d)(i)(B), Section 3.01(d)(ii)(B) and Section 3.04(B) exceed three (3) Properties, and no more than an aggregate of two (2) Properties operated as a Bagger Dave’s may be removed pursuant to those Sections. If Purchaser terminates the Related Contract for any reason other than a casualty, a condemnation or a breach by the seller thereunder, then the reference in in the immediately preceding sentence to “three (3) Properties” shall be changed to “two (2) Properties.” (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 3.01 then such Title Objections in accordance with Objection or Additional Title Objection shall be deemed waived and approved by Purchaser and shall thereafter be deemed a Permitted Encumbrance (but subject to Section 3.01(d)(iv) of this Agreement). (iv) Notwithstanding anything to the timing contrary set forth in this Section 6(b)agreement to the contrary, then the Purchasers any mortgage lien, deed of trust lien, tax lien, judgment lien and/or mechanics liens affecting any Property must be paid and satisfied by Seller at Closing, whether or not Purchaser objects thereto, and such items shall be deemed to have accepted the title exception reflected in the applicable a Valid Title Commitment update and Survey update delivered to the Purchasers and to have waived any claims or defects which it might otherwise have raised with respect to such title exception and the same shall be Objection and shall be deemed to be included in all Title Objections and Additional Title Objections even if not specifically so included by Purchaser, and none of such items shall in any event be deemed to be a Permitted Liens Encumbrance. (v) If Seller is unable to convey title to a Property free and clear of the lien of any state or local tax, Seller shall be responsible for all purposes of this Agreement, in each case subject either paying such tax or providing to the Seller’s obligations Title Company security (such as a cash deposit) so that the Title Company can issue a Title Policy with respect to Mandatory Cure Items pursuant such Property to Section 6(c) belowPurchaser free and clear of such liens, whether or not Purchaser includes such liens as a Title Objection or Additional Title Objection.

Title Objections. With respect to those matters marked as “omit” on the Title Commitments listed on Exhibit E on the date hereof and which was provided to Seller’s counsel by PropCo Purchaser’s counsel in an e-mail at 6:34 pm Eastern Time on the date hereof or if (i) any Title Commitment updates shall reveal or disclose any other defects, objections or exceptions in the title to the Real Property that are not Permitted Liens and to which a Purchaser objects Within seven (collectively, “Title Objections”) or (ii) any Survey updates received by the Purchasers shall reveal or disclose any title exceptions, encroachments, other physical conditions or other state of facts on or affecting any of the Real Property that are not Permitted Liens and to which a Purchaser objects (“Survey Objections”), then, within ten (107) days after the date hereof, with respect to Purchaser’s receipt of both the Title Commitments listed on Exhibit E or Commitment and the Purchasers’ receipt of any Title Commitment update or Survey updateSurvey, as applicable, first revealing any such Title Objection or Survey Objection, TIME BEING OF THE ESSENCE, PropCo Purchaser (on behalf of the Purchasers) shall notify Seller of such Title Objections and Survey Objections in writing and request whether Seller will attempt to cure such Title Objections and Survey Objections (an “Objection Notice”) (it being agreed between the parties hereto that PropCo Purchaser has given an Objection Notice to Seller with respect to those items marked “omit” on the Title Commitments listed on Exhibit E on the date hereof and which was provided to Seller’s counsel by PropCo Purchaser’s counsel in an e-mail at 6:34 pm Eastern Time on the date hereof). If PropCo Purchaser fails to so notify Seller in writing of Purchaser’s objection to any such exceptions or other title matters shown on the Title Objections in accordance with Commitment or the timing set forth in this Section 6(bSurvey (each, a “Title Objection”). If any 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 Purchasers shall be deemed option, as its sole remedy, upon written notice to have accepted Seller on or before the title exception reflected in the applicable Title Commitment update and Survey update delivered Closing Date, to the Purchasers and to have waived any claims or defects which it might otherwise have raised with respect to such title exception and the same shall be and shall be deemed to be Permitted Liens for all purposes of terminate this Agreement, in each case subject which event the ▇▇▇▇▇▇▇ Money Deposit shall be promptly returned to Purchaser and 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 the SellerTitle Commitment or the 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 the ▇▇▇▇▇▇▇ Money Deposit shall be promptly returned to Purchaser and neither party will have any further obligations with respect or liability hereunder, except for those obligations expressly stated to Mandatory Cure Items pursuant 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 Title Commitment and the Survey. If Purchaser does not terminate this Agreement by reason of any Title Objection or Additional Title Objection, as provided in this Section 6(c) below2.01, then such Title Objection or Additional Title Objection shall be deemed waived and approved by Purchaser and shall thereafter be deemed a Permitted Encumbrance.

Title Objections. With respect During the Title and Survey Review Period, Purchaser shall review title to those matters marked the Properties as “omit” on disclosed by the Title Commitments listed on Exhibit E and the Surveys and shall notify Seller in writing of any objections which Purchaser may have to matters disclosed in the Title Commitments or in the Surveys prior to the expiration of the Title and Survey Review Period (the “Title Objection Notice”). Seller shall have no obligation to cure any matters raised in Purchaser’s Title Objection Notice other than judgment liens, mortgage liens, deed of trust liens, monetary liens affecting the Property created by Seller, mechanic’s liens arising from materials furnished to or work performed on the date hereof Properties by Seller, unpaid real estate taxes and which was provided to Seller’s counsel by PropCo Purchaser’s counsel in an e-mail at 6:34 pm Eastern Time on the date hereof or if assessments (iother than liens for taxes and assessments not yet due and payable) any Title Commitment updates shall reveal or disclose any other defects, objections or exceptions in the title to the Real Property that are not Permitted Liens and to which a Purchaser objects (collectively, “Monetary Liens”). Seller shall cause all of such Monetary Liens to be released, discharged or endorsed or bonded over (provided that the same are removed as exceptions from the Title Objections”Policy or, if endorsed over, the form and content of the endorsement is acceptable to Purchaser, in Purchaser’s sole discretion) at or prior to Closing. If the Title Company, after the expiration of the Inspection Period, issues any supplemental or amended Title Commitments adding any materially adverse title exceptions or materially adversely modifying title exceptions (other than Monetary Liens) or adding or modifying, in any materially adverse manner, the conditions to obtaining the Title Policy or any endorsement obtained by Seller solely to cure matters raised in an Objection Notice that Seller has elected to cure hereunder (ii) any Survey updates received by individually an “Amended Commitment” and, if more than one, the Purchasers shall reveal “Amended Commitments”), or disclose any title exceptionsthe surveyor, encroachmentsafter the expiration of the Inspection Period, other physical conditions or other state of facts on or affecting revises any of the Real Property that are Surveys to disclose any material adverse matters not Permitted Liens and appearing on the Surveys previously delivered to which Purchaser (individually a Purchaser objects (“Survey ObjectionsRevised Survey” and, if more than one, the “Revised Surveys”), then, within ten Purchaser shall have a period of time equal to five (105) business days after (a “Supplemental Review Period”) from the date hereof, with respect to the Title Commitments listed on Exhibit E or the Purchasers’ of its receipt of any Title Amended Commitment update or Survey updateRevised Survey, as applicableapplicable (together with copies of or electronic access to any documentation underlying any new title exception), first revealing any such within which to deliver a written notice (the “Supplemental Objection Notice,” together with the Title Objection Notice, or Survey Objectioneach individually, TIME BEING OF THE ESSENCEas the context may imply, PropCo Purchaser (on behalf of the Purchasers) shall notify Seller of such Title Objections and Survey Objections in writing and request whether Seller will attempt to cure such Title Objections and Survey Objections (an “Objection Notice”) (it being agreed between to Seller and Escrow Agent specifying its objections to any such new materially adverse exceptions, conditions or matters disclosed by the parties hereto Amended Commitments or Revised Surveys that PropCo are unacceptable to Purchaser. If Purchaser has given does not timely object to an exception to title or other matter in an Objection Notice to Seller with respect to those items marked “omit” on or Supplemental Objection Notice, as the Title Commitments listed on Exhibit E on the date hereof and which was provided to Seller’s counsel by PropCo Purchaser’s counsel in an e-mail at 6:34 pm Eastern Time on the date hereof). If PropCo Purchaser fails to so notify Seller in writing of any case may be, such Title Objections in accordance with the timing set forth in this Section 6(b), then the Purchasers matter shall be deemed to have accepted the title exception reflected in the applicable Title Commitment update and Survey update delivered to the Purchasers and to have waived any claims or defects which it might otherwise have raised with respect to such title exception and the same shall be been approved by Purchaser and shall be deemed to be a Permitted Liens for Exception (as hereinafter defined). Purchaser’s failure to timely provide an Objection Notice or a Supplemental Objection Notice, shall constitute an approval by Purchaser of all purposes of this Agreementmatters disclosed in the Title Commitments, in each the Surveys, any Amended Commitment or any Amended Survey, as the case subject to the Seller’s obligations with respect to Mandatory Cure Items pursuant to Section 6(c) belowmay be.

Title Objections. With respect to those matters marked as “omit” on the Title Commitments listed on Exhibit E on the date hereof and which was provided to Seller’s counsel by PropCo Purchaser’s counsel in an e-mail at 6:34 pm Eastern Time on the date hereof or if (i) any Title Commitment updates shall reveal or disclose any other defects, objections or exceptions in the title Prior to the Real Property that are not Permitted Liens and to which a Purchaser objects (collectively, “Title Objections”) or (ii) any Survey updates received by the Purchasers shall reveal or disclose any title exceptions, encroachments, other physical conditions or other state of facts on or affecting any expiration of the Real Property that are not Permitted Liens and to which a Purchaser objects Due Diligence Period (“Survey Objections”the "Title Review Period"), then, within ten (10) days after the date hereof, with respect to the Title Commitments listed on Exhibit E or the Purchasers’ receipt of any Title Commitment update or Survey update, as applicable, first revealing any such Title Objection or Survey Objection, TIME BEING OF THE ESSENCE, PropCo Purchaser (on behalf of the Purchasers) shall notify Seller of such Title Objections and Survey Objections in writing and request whether Seller will attempt to cure such Title Objections and Survey Objections (an “Objection Notice”) (it being agreed between the parties hereto that PropCo Purchaser has given an Objection Notice to Seller with respect to those items marked “omit” on the Title Commitments listed on Exhibit E on the date hereof and which was provided to Seller’s counsel by PropCo Purchaser’s counsel in an e-mail at 6:34 pm Eastern Time on the date hereof). If PropCo Purchaser fails to so notify Seller in writing (an "Objection(s) Notice") of survey and/or title defect(s) (the "Objection(s)") it desires Seller to cure. Seller agrees to use commercially reasonable efforts to cure the Objection(s) identified in the Objection Notice; provided, however, in no event will Seller be obligated to file a lawsuit nor expend more than $100,000 to do so (collectively, the "Cure Limitations"). If Seller is unable to cure any such Title Objections Objection(s) identified in accordance with the timing set forth Objection Notice (other than those which exceed the Cure Limitations) on or prior to the Closing Date, either Purchaser or Seller may, at its option, elect (by delivering written notice to the other prior to the Closing Date) to extend the Closing Date for up to sixty (60) days to allow Seller additional time to cure. If (i) Purchaser identifies Objection(s) in this Section 6(bthe Objection Notice that exceed the Cure Limitations and/or (ii) Seller is unable to cure the Objection(s) identified in the Objection Notice prior to Closing (or the expiration of the extension, if applicable), then Purchaser may, at its option: (a) elect to terminate this Agreement and receive a return of the Purchasers shall Deposits or (b) proceed to Closing, in which latter event any and all Objection(s) that remain uncured will be Permitted Exceptions and the Purchaser will be deemed to have accepted the Property subject thereto and waived any right it may have to terminate this Agreement on such basis. Additionally, Purchaser will, prior to Closing, notify Seller in writing (an "Interim Notice") of any survey and/or title exception reflected defect(s) (the "Interim Defect(s)") it desires Seller to cure. Seller agrees to use commercially reasonable efforts to cure the Interim Defect(s) identified in the applicable Title Commitment update and Survey update delivered Interim Notice; provided, however, in no event will Seller be obligated to file a lawsuit nor expend more than the portion of the $100,000 described above not previously expended in curing the Objection(s) (collectively, the "Interim Cure Limitations"). If Seller is unable to cure any Interim Defect(s) identified in the Interim Notice on or prior to the Purchasers and Closing Date, (i) Seller may, at its option, elect (by delivering written notice to have waived any claims Purchaser prior to the Closing Date) to extend the Closing Date for the lessor of (A) sixty (60) days or defects (B) the date upon which it might otherwise have raised with respect Purchaser's rate lock will expire and/or (ii) Purchaser may, at its option, elect (by delivering written notice to such title exception and Seller prior to the same shall be and shall be deemed Closing Date) to be Permitted Liens extend the Closing Date for all purposes up to sixty (60) days to allow Seller additional time to cure. If Seller is unable to cure the Interim Defect(s) identified in the Interim Notice prior to Closing (or the expiration of the extension, if applicable), Purchaser may, at its option: (a) elect to terminate this Agreement, in each which case Purchaser will receive a return of the Deposits, Seller will reimburse Purchaser for all reasonable, verifiable out-of-pocket expenses incurred by Purchaser in connection with the exercise of its due diligence rights hereunder (up to a maximum of $75,000) or (b) proceed to Closing, in which latter event any and all Interim Defect(s) that remain uncured will be Permitted Exceptions and the Purchaser will be deemed to have accepted the Property subject thereto and waived any right it may have to the Seller’s obligations with respect to Mandatory Cure Items pursuant to Section 6(c) belowterminate this Agreement on such basis.

Title Objections. With respect 5.1 If a Commitment or Survey discloses exceptions which are not acceptable to those matters marked as “omit” SCOLP, in its sole discretion, SCOLP shall notify Contributors in writing of its objections to such exceptions (the "Title Defects") not later than October 12, 2012. If SCOLP objects to any exception disclosed on the Commitment or Survey within such title objection period referenced above, such exception shall not be treated as a Permitted Exception hereunder except as otherwise provided in this Section 5.1. Following Contributors’ receipt of written notice from SCOLP identifying any Title Commitments listed on Exhibit E on Defects as set forth above, Contributors shall have fifteen (15) days from the date hereof and which was provided to Seller’s counsel by PropCo Purchaser’s counsel notified in an e-mail at 6:34 pm Eastern Time on writing of the date hereof or if particular Title Defect(s) claimed, either (i) any Title Commitment updates shall reveal or disclose any other defectsto remedy the title, objections or exceptions in the title to the Real Property that are not Permitted Liens and to which a Purchaser objects (collectively, “Title Objections”) or (ii) any Survey updates received by to obtain affirmative title insurance over SCOLP’s objections which is reasonably acceptable to SCOLP, or (iii) to deliver written notice to SCOLP that it is unable or unwilling to remedy the Purchasers title or obtain the affirmative title insurance. If the Contributors remedy the title or shall reveal obtain such affirmative title insurance within the time specified, the Closing Date shall be fifteen (15) days of written notification thereof, but no sooner than the Closing Date hereinafter specified. If Contributors notify SCOLP that they are unable or disclose any title exceptions, encroachments, other physical conditions or other state of facts on or affecting any of the Real Property that are not Permitted Liens and unwilling to which remedy a Purchaser objects (“Survey Objections”)Title Defect, then, within ten SCOLP shall have five (105) business days after the date hereof, with respect to the Title Commitments listed on Exhibit E or the Purchasers’ receipt of any Title Commitment update such notice (or Survey update, as applicable, first revealing any upon the expiration of the fifteen (15) day period if no notice is provided to SCOLP by the Contributors) to terminate this Agreement or to waive such Title Objection or Survey ObjectionDefect(s) and proceed to Closing and in the event that SCOLP fails to terminate this Agreement by such date, TIME BEING OF THE ESSENCE, PropCo Purchaser (on behalf of the Purchasers) shall notify Seller of then such Title Objections and Survey Objections in writing and request whether Seller will attempt to cure such Title Objections and Survey Objections (an “Objection Notice”Defect(s) (it being agreed between the parties hereto that PropCo Purchaser has given an Objection Notice to Seller with respect to those items marked “omit” on the Title Commitments listed on Exhibit E on the date hereof and which was provided to Seller’s counsel by PropCo Purchaser’s counsel in an e-mail at 6:34 pm Eastern Time on the date hereof). If PropCo Purchaser fails to so notify Seller in writing of any such Title Objections in accordance with the timing set forth in this Section 6(b), then the Purchasers shall be deemed to have accepted the title exception reflected in the applicable Title Commitment update and Survey update delivered to the Purchasers and to have waived any claims or defects which it might otherwise have raised with respect to such title exception and the same shall be by SCOLP and shall be deemed to be “Permitted Liens Exceptions” for all purposes of under this Agreement. If objection to title is not made by SCOLP within the title objection period referenced above, SCOLP shall be deemed to have waived any matter or alleged Title Defect(s) appearing in each case subject the Commitments or Surveys. Each Contributor agrees to cause to be discharged or insured over by the Seller’s obligations with respect Title Company on or prior to Mandatory Cure Items pursuant to Section 6(cClosing mortgage financing documentation (including, without limitation, the lien of any mortgage, assignment of leases and/or UCC financial statements) belowsecuring Contributors’ mortgage financing encumbering the Projects other than those for the Assumed Debt and mechanics liens and other liens evidencing monetary encumbrances (other than liens for real estate taxes and assessments) which are not reflected in the Commitments and which have been created through the acts or omissions of Contributors and which are removable by payment of liquidated and ascertainable amounts.

Title Objections. With respect to those matters marked as “omit” on the Title Commitments listed on Exhibit E on the date hereof and which was provided to Seller’s counsel by PropCo Purchaser’s counsel in an e-mail at 6:34 pm Eastern Time on the date hereof or if (i) any Title Commitment updates shall reveal or disclose any other defects, objections or exceptions in the title to the Real Property that are not Permitted Liens and to which a Purchaser objects Within seven (collectively, “Title Objections”) or (ii) any Survey updates received by the Purchasers shall reveal or disclose any title exceptions, encroachments, other physical conditions or other state of facts on or affecting any of the Real Property that are not Permitted Liens and to which a Purchaser objects (“Survey Objections”), then, within ten (107) days after the date hereof, with respect to the Title Commitments listed on Exhibit E or the Purchasers’ Purchaser's receipt of any both a Title Commitment update or and the related Survey updatefor each Property, as applicable, first revealing any such Title Objection or Survey Objection, TIME BEING OF THE ESSENCE, PropCo Purchaser (on behalf of the Purchasers) shall notify Seller of such Title Objections and Survey Objections in writing and request whether Seller will attempt to cure such Title Objections and Survey Objections (an “Objection Notice”) (it being agreed between the parties hereto that PropCo Purchaser has given an Objection Notice to Seller with respect to those items marked “omit” on the Title Commitments listed on Exhibit E on the date hereof and which was provided to Seller’s counsel by PropCo Purchaser’s counsel in an e-mail at 6:34 pm Eastern Time on the date hereof). If PropCo Purchaser fails to so notify Seller in writing of Purchaser's objection to any such exceptions or other title matters shown on any Title Objections in accordance with Commitment or the timing set forth in this Section 6(brelated Survey (each, a "Title Objection"). If any 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 Purchasers shall be deemed option, as its sole remedy, upon written notice to have accepted Seller on or before the title exception reflected in the applicable Title Commitment update and Survey update delivered Closing Date, to the Purchasers and to have waived any claims or defects which it might otherwise have raised with respect to such title exception and the same shall be and shall be deemed to be Permitted Liens for all purposes of (A) terminate this Agreement, in each case subject which event neither party will have any further obligations or liability hereunder, except for those obligations expressly stated to survive such termination; or (B) remove the applicable Property or Properties from the Properties to be conveyed hereunder, with an appropriate adjustment to the Seller’s obligations Purchase Price, and proceed to close with respect to Mandatory Cure Items pursuant the remaining Properties. (ii) 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 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 (A) 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; or (B) remove the applicable Property or Properties from the Properties to be conveyed hereunder, with an 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 an Additional Title Objection shall be deemed Purchaser's acceptance of the matters disclosed by the Title Commitments and the related Surveys. If Purchaser does not terminate this Agreement by reason of any Title Objection or Additional Title Objection, as provided in this Section 6(c) below2.01, then such Title Objection or Additional Title Objection shall be deemed waived and approved by Purchaser and shall thereafter be deemed a Permitted Encumbrance.

Title Objections. With respect to those matters marked as “omit” on the Title Commitments listed on Exhibit E on the date hereof and which was provided to Seller’s counsel by PropCo Purchaser’s counsel in an e-mail at 6:34 pm Eastern Time on the date hereof or if (i) any Title Commitment updates shall reveal or disclose any other defects, objections or exceptions in the title to the Real Property that are not Permitted Liens and to which a Purchaser objects Within seven (collectively, “Title Objections”) or (ii) any Survey updates received by the Purchasers shall reveal or disclose any title exceptions, encroachments, other physical conditions or other state of facts on or affecting any of the Real Property that are not Permitted Liens and to which a Purchaser objects (“Survey Objections”), then, within ten (107) days after the date hereof, with respect to the Title Commitments listed on Exhibit E or the Purchasers’ Purchaser’s receipt of any both a Title Commitment update or and the related Survey updatefor each Property, as applicable, first revealing any such Title Objection or Survey Objection, TIME BEING OF THE ESSENCE, PropCo Purchaser (on behalf of the Purchasers) shall notify Seller of such Title Objections and Survey Objections in writing and request whether Seller will attempt to cure such Title Objections and Survey Objections (an “Objection Notice”) (it being agreed between the parties hereto that PropCo Purchaser has given an Objection Notice to Seller with respect to those items marked “omit” on the Title Commitments listed on Exhibit E on the date hereof and which was provided to Seller’s counsel by PropCo Purchaser’s counsel in an e-mail at 6:34 pm Eastern Time on the date hereof). If PropCo Purchaser fails to so notify Seller in writing of Purchaser’s objection to any such exceptions or other title matters shown on any Title Commitment or the related Survey (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 beyond the original Closing Date, (B) terminate the Agreement, in accordance with the timing set forth in this Section 6(b)which event neither party will have any further obligations or liability hereunder, then the Purchasers shall be deemed except for those obligations expressly stated to have accepted the title exception reflected in survive such termination; or (C) remove the applicable Title Commitment update and Survey update delivered Property or Properties from the Properties to be conveyed hereunder, with an adjustment to the Purchasers Purchase Price, as agreed upon by Purchaser and Seller, and proceed to have waived any claims or defects which it might otherwise have raised close with respect to such title exception the remaining Properties. If Purchaser elects to have Seller attempt to cure the Title Objections that Seller agreed to address, Seller shall have the option to extend the Closing Date -- and the same parties shall be execute an amendment to this Agreement to that effect -- up to 30 days in order to cure such of those Title Objections Seller has agreed to 4848-2670-9558.6 STORE/Synalloy Purchase and Sale Agreement 6 Properties in OH, SC, TN and TX File No. 7210/02-475 cure. If Seller is unable to cure those Title Objections it has agreed to cure within the agreed-upon time period, then Purchaser shall be deemed have the option, as its sole remedy, upon written notice to be Permitted Liens for all purposes of Seller on or before the amended Closing Date, to (A) terminate this Agreement, in each case subject which event neither party will have any further obligations or liability hereunder, except for those obligations expressly stated to survive such termination; or (B) remove the applicable Property or Properties from the Properties to be conveyed hereunder, with an adjustment to the Purchase Price, as agreed upon by Purchaser and Seller’s obligations , and proceed to close with respect to Mandatory Cure Items pursuant the remaining Properties. (ii) 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 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 (A) 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; or (B) remove the applicable Property or Properties from the Properties to be conveyed hereunder, with an 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 an Additional Title Objection shall be deemed Purchaser’s acceptance of the matters disclosed by the Title Commitments and the related Surveys. If Purchaser does not terminate this Agreement by reason of any Title Objection or Additional Title Objection, as provided in this Section 6(c) below2.01, then such Title Objection or Additional Title Objection shall be deemed waived and approved by Purchaser and shall thereafter be deemed a Permitted Encumbrance.

Title Objections. With respect to those matters marked as “omit” on the Title Commitments listed on Exhibit E on the date hereof and which was provided to Seller’s counsel by PropCo Purchaser’s counsel in an e-mail at 6:34 pm Eastern Time on the date hereof or if (i) any If such Title Commitment updates shall reveal and/or Survey, or update to Survey, disclose any other defectsmatters and exceptions to title, objections or exceptions in the title to the Real Property that are not Permitted Liens and to which a Purchaser objects (collectively, “the "Title Objections”") or (ii) any Survey updates received by the Purchasers shall reveal or disclose any title exceptions, encroachments, other physical conditions or other state of facts on or affecting any of the Real Property that are not Permitted Liens and in a written notice to which a Purchaser objects (“Survey Objections”), then, within Seller delivered no later than ten (10) days following receipt of the Title Commitment and Survey, as amended, Seller (in its sole discretion) shall have ten (10) business days (the "Seller Cure Period") from the date of such notice to elect to have the Title Objections removed or to obtain the commitment of the Title Company to provide affirmative insurance to Purchaser over such Title Objections prior to Closing. Seller shall have the right to extend the Closing Date for a reasonable period of time not to exceed sixty (60) days in the aggregate to cure those Title Objections which Seller has elected to cure· and the Mandatory Cure Items (as hereinafter defined). If Seller fails or elects not to have any Title Objections removed or fails or elects not to cause the Title Company to issue its commitment to insure over the same on or prior to the expiration of the Seller Cure Period, Purchaser may, as 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 (5) days after the sooner of the (i) the date hereof, with respect on which Seller notifies Purchaser of its failure to the Title Commitments listed on Exhibit E or the Purchasers’ receipt of any Title Commitment update or Survey update, as applicable, first revealing have any such Title Objection Objections removed or Survey Objectioninsured over, TIME BEING OF THE ESSENCE, PropCo Purchaser or (on behalf ii) the expiration of the Purchasers) Seller Cure Period. If Purchaser shall notify Seller 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 Survey Objections in writing shall be removed and request whether cured by Seller will attempt at its sole expense prior to cure such Title Objections and Survey Objections (an “Objection Notice”) (it being agreed between the parties hereto that PropCo Purchaser has given an Objection Notice to Seller with respect to those items marked “omit” on the Title Commitments listed on Exhibit E on the date hereof and which was provided to Seller’s counsel by PropCo Purchaser’s counsel in an e-mail at 6:34 pm Eastern Time on the date hereof)Closing. If PropCo Purchaser fails to so notify Seller in writing any of any such Title Objections in accordance with the timing time periods set forth in this Section 6(b1.01 extend beyond the Closing Date, then notwithstanding anything set forth in this Contract to the contrary, the Closing Date shall be extended to permit the applicable party to have the 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 mortgage debt, security interests, lien, and other financing documents, (B) represent taxes or assessments which are then delinquent or which are then due and payable, (C) relate to any mechanics or materialmen's liens, and any other monetary liens (bonded or unbonded), then the Purchasers shall be deemed to have accepted the title exception reflected in the applicable Title Commitment update and Survey update delivered Notices of Commencement, or any other governmental liens or notices related to the Purchasers Property and (D) and any other monetary liens. Purchaser shall not be obligated to have waived identify any claims or defects which it might otherwise have raised with respect to such title exception and the same shall be and shall be deemed to be Permitted Liens for all purposes of this Agreement, in each case subject to the Seller’s obligations with respect to Mandatory Cure Items pursuant as a Title Objection and the failure to Section 6(c) belowdo so shall not constitute a waiver of Seller's obligation to cure and satisfy all Mandatory Cure Items.

Title Objections. With respect to those matters marked as On or before June 23, 2011 (the “omit” on the Title Commitments listed on Exhibit E on the date hereof and which was provided to Seller’s counsel by PropCo Purchaser’s counsel in an e-mail at 6:34 pm Eastern Time on the date hereof or if (i) any Title Commitment updates shall reveal or disclose any other defects, objections or exceptions in the title to the Real Property that are not Permitted Liens and to which a Purchaser objects (collectively, “Title Objections”) or (ii) any Survey updates received by the Purchasers shall reveal or disclose any title exceptions, encroachments, other physical conditions or other state of facts on or affecting any of the Real Property that are not Permitted Liens and to which a Purchaser objects (“Survey ObjectionsObjection Period”), then, within ten (10) days after the date hereof, with respect to the Title Commitments listed on Exhibit E or the Purchasers’ receipt of any Title Commitment update or Survey update, as applicable, first revealing any such Title Objection or Survey Objection, TIME BEING OF THE ESSENCE, PropCo Purchaser (on behalf of the Purchasers) Buyer shall notify Seller of such any items in the Title Objections and Commitment and/or Survey Objections in writing and request whether Seller will attempt to cure such Title Objections and Survey Objections (an “Objection Notice”) (it being agreed between the parties hereto that PropCo Purchaser has given an Objection Notice to Seller with respect to other than those items marked identified in Sections 3(b)(i) through 3(b)(vii)) which are unsatisfactory to Buyer in Buyer’s sole and absolute discretion (the “omit” on the Title Commitments listed on Exhibit E on the date hereof and which was provided to Seller’s counsel by PropCo Purchaser’s counsel in an e-mail at 6:34 pm Eastern Time on the date hereofObjections”). If PropCo Purchaser fails Except to so notify the extent that Buyer timely notifies Seller in writing of any such Title Objections in accordance with the timing set forth foregoing, any exceptions to title that are shown in this Section 6(b), then Schedule B of the Purchasers Title Commitment or on the Survey (other than Mandatory Cure Liens) shall be deemed to have accepted the title exception reflected in the applicable Title Commitment update and Survey update delivered to the Purchasers and to have waived any claims or defects which it might otherwise have raised with respect to such title exception and the same shall be been approved by Buyer and shall be deemed to be Permitted Liens Exceptions for all purposes of this Agreement. Buyer shall have the right to have one or more updates prepared of the Title Commitment and/or the Survey from time to time, at Buyer’s sole cost and expense. If, prior to the Closing Date, additional title exceptions that were not previously reported in the Title Commitment or shown on the Survey are shown on an update of the Title Commitment or the Survey, Buyer will notify Seller, within five (5) Business Days after Buyer shall have received such update to the Title Commitment and/or Survey, as the case may be, or by the Closing Date (whichever is sooner) (the “New Objection Period”), of any Objections that Buyer may have to such additional title exceptions. To the extent Buyer fails to notify Seller within the New Objection Period of any Objections, all such matters (other than Mandatory Cure Liens) set forth in the applicable update of the Title Commitment or on the applicable update of the Survey shall be deemed Permitted Exceptions. Seller may, but, except as otherwise expressly provided herein, shall not be obligated to, elect to cure any or all of such Objections, to Buyer’s and the Title Company’s reasonable satisfaction. Seller shall give notice to Buyer on or before the expiration of ten (10) Business Days following the date of Buyer’s timely delivery to Seller of notice of any such Objection as aforesaid (and if such period extends past the Closing Date, the Closing Date shall be automatically extended to allow for such ten (10) Business Day period) stating whether Seller agrees to cure such Objection prior to the Closing or such extension thereof, if applicable (the “Seller’s Response Period”). If Seller timely elects to cure such Objection, Seller shall, prior to the Closing Date (provided that Seller shall have the right to extend the Closing Date by not more than thirty (30) days in the aggregate if reasonably necessary to accomplish the cure of any one or more Objections hereunder by providing written notice to Buyer thereof at least five (5) Business Days prior to the then scheduled Closing Date), diligently prosecute such cure to completion. If Seller fails timely to give such notice as aforesaid, then Seller shall be conclusively deemed to have elected not to cure such Objection. If Seller elects (or is deemed to have elected) not to cure any such Objection, then this Agreement shall terminate and Buyer shall be entitled to return of the Initial Deposit and any Additional Deposit, if any has been made by Buyer, (together with any interest accrued thereon), unless Buyer waives such Objection, in each case subject writing, within five (5) Business Days after the date upon which Seller shall have elected (or shall be deemed to have elected) not to cure such Objection, as aforesaid, in which event, the purchase and sale contemplated hereby shall close as scheduled with no adjustment to the Purchase Price and such waived Objections shall become Permitted Exceptions for all purposes under this Agreement. Notwithstanding the foregoing, Seller shall, on or prior to the Closing Date (or such extension thereof, if applicable), pay, discharge or cause to be paid or discharged, and deliver the appropriate documents to the Title Company, to cause the Title Company to remove of record, at Seller’s obligations with respect sole cost and expense, any monetary liens or encumbrances (i) that Seller has caused to be placed on the Property or arise out of the acts of Seller or (ii) that constitute any mortgage or deed of trust liens, construction or mechanics’ liens, tax liens or other liens or charges in a fixed sum created or arising by, through or under Seller or capable of computation as a fixed sum that encumber the Land or Improvements (such actions shall include obtaining a pay-off letter and leaving a portion of the Purchase Price in escrow to satisfy such monetary liens) ((i) and (ii) collectively, “Mandatory Cure Items pursuant Liens”). Notwithstanding the foregoing, if Seller elects not to Section 6(cpay, discharge or cause to be paid or discharged any such mechanics’ liens, tax liens or other liens or charges as set forth above because there exists a good faith dispute as to the existence and/or amount of any such lien(s), the Seller may cause the Title Company to insure over any such lien in a manner reasonably acceptable to Buyer and Title Company until such time as the dispute can be resolved and such action by Seller shall have the same force and effect as causing any such lien to be paid or discharged and shall constitute full satisfaction of the obligations of Seller hereunder, provided that the same does not result in any additional cost or liability (whether fixed, contingent or otherwise) belowto Buyer or the Property.

Title Objections. With respect to those matters marked as “omit” on the Title Commitments listed on Exhibit E on the date hereof and which was provided to Seller’s counsel by PropCo Purchaser’s counsel in an e-mail at 6:34 pm Eastern On or before 5:00 p.m. Central Time on the date hereof or if that is five (i5) any Business Days from the date of the last to be delivered to the Purchaser of the Title Commitment updates and Survey, the Purchaser shall reveal give the Seller written notice (the “Title Objection Notice”) of any matters (other than Permitted Exceptions) identified on the Title Commitment or disclose the Survey to which the Purchaser objects. In the event that any matters (other defects, objections or than Permitted Exceptions) first appear as exceptions in the title to the Real Property that are not Permitted Liens Title Commitment or any update thereof or new items first appear on the Survey after the Purchaser delivers its Title Objection Notice (each a “New Title Matter”, and to which a Purchaser objects (collectively, the “New Title Objections”) or (ii) any Survey updates received by the Purchasers shall reveal or disclose any title exceptions, encroachments, other physical conditions or other state of facts on or affecting any of the Real Property that are not Permitted Liens and to which a Purchaser objects (“Survey ObjectionsMatters”), thenthe Purchaser shall have five (5) Business Days after obtaining actual knowledge of such New Title Matter(s) (but in any event prior to the Closing) to give the Seller a written notice (a “New Title Objection Notice”) of any such New Title Matter(s) (other than Permitted Exceptions) which has, or would reasonably be expected to have, a material adverse effect on the Property and as to which the Purchaser objects. If, for any reason, in its sole and absolute discretion, the Seller is willing and able to take such actions as may be required to remedy such matters contained in the Title Objection Notice or any New Title Objection Notice, the Seller shall give the Purchaser notice thereof; it being understood and agreed that the failure of the Seller to give such notice within ten three (103) Business Days after receiving the Title Objection Notice or New Title Objection Notice (but in any event prior to the Closing) shall be deemed an election by the Seller not to remedy any such matters. The Seller shall have up to thirty (30) days to remedy any such matters contained in the Title Objection Notice or any New Title Objection Notice if it so chooses, and the Closing shall be automatically extended until the end of such period. If the Seller shall be unable or unwilling to remedy any matters as to which the Purchaser has objected, the Purchaser may elect (A) to terminate this Agreement by written notice given within three (3) Business Days after receipt of the date hereof, with respect Seller’s notice (or deemed notice) that it is unable or unwilling to remedy such matters but in any event prior to the Closing, in which either event, the Deposit (less the Independent Consideration) shall be refunded to the Purchaser and no party shall have any further rights or obligations hereunder, except for the Surviving Obligations, or (B) to proceed to Closing, notwithstanding such matter, without any abatement or reduction in the Purchase Price on account thereof. Failure of the Purchaser to give timely notice of termination shall be deemed an election by the Purchaser to proceed in accordance with clause (B) above. Notwithstanding anything to the contrary contained herein and without the requirement that Purchaser object thereto, the Seller shall remove from record or cause the Title Commitments listed on Exhibit E Company to remove from the Purchaser’s owner’s title insurance policy, or affirmatively insure over, (1) all liens secured by any mortgage or deed of trust granted or assumed by the Purchasers’ receipt Seller and encumbering the Property (and all documents of record pertaining to such loans made to Seller), (2) any mechanic’s or materialmen’s lien arising out of any Title Commitment update work at the Property performed by or Survey update, as applicable, first revealing any such Title Objection or Survey Objection, TIME BEING OF THE ESSENCE, PropCo Purchaser (on behalf of the PurchasersSeller, (3) shall notify any judgment liens against Seller, and (4) any delinquent taxes payable by Seller; provided, however, the Seller of such Title Objections and Survey Objections in writing and request whether Seller will attempt to cure such Title Objections and Survey Objections (an “Objection Notice”) (it being agreed between may use the parties hereto that PropCo Purchaser has given an Objection Notice to Seller with respect to those items marked “omit” on the Title Commitments listed on Exhibit E on the date hereof and which was provided to Seller’s counsel by PropCo Purchaser’s counsel in an e-mail at 6:34 pm Eastern Time on the date hereof). If PropCo Purchaser fails Purchase Price or any portion thereof to so notify Seller in writing of any remove such Title Objections in accordance with the timing set forth in this Section 6(b), then the Purchasers shall be deemed to have accepted the title exception reflected in the applicable Title Commitment update and Survey update delivered to the Purchasers and to have waived any claims or defects which it might otherwise have raised with respect to such title exception and the same shall be and shall be deemed to be Permitted Liens for all purposes of this Agreement, in each case subject to the Seller’s obligations with respect to Mandatory Cure Items pursuant to Section 6(c) belowmatters.

Title Objections. With respect If Buyer shall disapprove any title or survey matters which Buyer is permitted to those matters marked disapprove hereunder, Buyer shall give written notice thereof ("Title Objection Notice") to Seller within the time periods provided for in paragraphs 4.A(1) or 4.A(2), as “omit” on the applicable. Upon receipt by Seller of a Title Commitments listed on Exhibit E on Objection Notice given in a timely manner, then Seller shall have five (5) business days from receipt of such Title Objection Notice (or from the date hereof and of Buyer's deemed disapproval as aforesaid) within which was provided to notify Buyer in writing (the "Seller’s counsel by PropCo Purchaser’s counsel in an e-mail at 6:34 pm Eastern Time on the date hereof or if 's Title Response") as to each disapproved matter either that (i) Seller elects not to cause such disapproved matter to be removed as of the Closing Date (or otherwise take any Title Commitment updates shall reveal or disclose any other defectsaction with respect thereto), objections or exceptions in the title to the Real Property that are not Permitted Liens and to which a Purchaser objects (collectively, “Title Objections”) or (ii) Seller intends to either (a) use commercially reasonable efforts to cause such disapproved matter to be removed on the Closing Date, or (b) obtain a title endorsement (if available) or affirmative coverage from the Title Company insuring over such disapproved matter; provided, however, Seller shall have no liability if for any Survey updates received by the Purchasers shall reveal reason, after electing under (ii) above and exercising a good faith effort (with Seller having no obligation to expend any sums in connection therewith), such additional disapproved matters are not removed or disclose any title exceptions, encroachments, other physical conditions or other state of facts on or affecting any insured over as of the Real Property that are not Permitted Liens and Closing Date. Failure to which a Purchaser objects (“Survey Objections”), then, within ten (10) days after the date hereof, with respect to the Title Commitments listed on Exhibit E or the Purchasers’ receipt of deliver any Title Commitment update or Survey update, as applicable, first revealing any such Title Objection or Survey Objection, TIME BEING OF THE ESSENCE, PropCo Purchaser (on behalf of the Purchasers) shall notify written notification by Seller of its election within such Title Objections and Survey Objections in writing and request whether Seller will attempt to cure such Title Objections and Survey Objections (an “Objection Notice”) (it being agreed between the parties hereto that PropCo Purchaser has given an Objection Notice to Seller with respect to those items marked “omit” on the Title Commitments listed on Exhibit E on the date hereof and which was provided to Seller’s counsel by PropCo Purchaser’s counsel in an e-mail at 6:34 pm Eastern Time on the date hereof). If PropCo Purchaser fails to so notify Seller in writing of any such Title Objections in accordance with the timing set forth in this Section 6(b), then the Purchasers shall be deemed to have accepted the title exception reflected in the applicable Title Commitment update and Survey update delivered to the Purchasers and to have waived any claims or defects which it might otherwise have raised with respect to such title exception and the same shall be and period shall be deemed to be Permitted Liens for an election not to cause any such additional disapproved matters to be removed. If Seller elects not to cause any or all purposes such additional disapproved matters to be removed or insured over as aforesaid, Buyer shall have four (4) business days from receipt of this Agreement, the Seller's Title Response (or from the date of Seller's deemed election as aforesaid) within which to notify Seller in each case writing (the "Buyer's Title Response") either that (x) Buyer revokes its disapproval and will proceed with the purchase of the Property without any reduction in the Purchase Price and will take subject to such matters, or (y) Buyer terminates this Agreement (and thereupon the Seller’s obligations with respect Escrow Deposit shall be delivered to Mandatory Cure Items pursuant Buyer and, except for those provisions hereof which survive termination, this Agreement shall thereupon terminate). Failure to Section 6(c) below.deliver any written notification by Buyer of its election within such period shall be deemed to

Title Objections. With respect to those matters marked as “omit” on the Title Commitments listed on Exhibit E on the date hereof and which was provided to Seller’s counsel by PropCo Purchaser’s counsel in an e-mail at 6:34 pm Eastern Time on the date hereof or if (i) any Title Commitment updates shall reveal or disclose any other defects, objections or exceptions in the title to the Real Property that are not Permitted Liens and to which a Purchaser objects Within two (collectively, “Title Objections”) or (ii) any Survey updates received by the Purchasers shall reveal or disclose any title exceptions, encroachments, other physical conditions or other state of facts on or affecting any of the Real Property that are not Permitted Liens and to which a Purchaser objects (“Survey Objections”), then, within ten (102) days after the date hereofSPE’s receipt of both a Title Commitment and the Survey for the Property, with respect SPE shall notify CMRG in writing of SPE’s objection to any exceptions or other title matters shown on the Title Commitment or the Survey not constituting a Permitted Encumbrance (each, a “Title Objection”). SPE acknowledges receipt and approval of the Title Commitment, subject to receipt and review of the Survey. If any Title Objection is not removed or resolved by CMRG to SPE’s satisfaction at least five (5) days prior to the Closing Date, then SPE shall have the option, as its sole remedy, upon written notice to CMRG, to terminate this Agreement, in which event the ▇▇▇▇▇▇▇ Money Deposit shall be returned to SPE and neither SPE nor CMRG shall have any further duties or obligations under this Agreement, except as otherwise provided herein. (ii) If any supplement to the Title Commitments listed on Exhibit E Commitment or the Purchasers’ Survey discloses any additional material title defects which were not created by or with the consent of SPE, and which are not acceptable to SPE, SPE shall notify CMRG 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 CMRG to SPE’s satisfaction at least five (5) days prior to the Closing Date, then SPE shall have the option, as its sole remedy, to terminate this Agreement upon written notice to CMRG, in which event the ▇▇▇▇▇▇▇ Money Deposit shall be returned to SPE and neither SPE nor CMRG shall have any further duties or obligations under this Agreement, except as otherwise provided herein. (iii) SPE’s failure to timely deliver a Title Objection or an Additional Title Objection shall be deemed SPE’s acceptance of the matters disclosed by the Title Commitment and the Survey. If SPE does not terminate this Agreement by reason of any Title Commitment update Objection or Survey updateAdditional Title Objection as provided in this Section, as applicable, first revealing any then such Title Objection or Survey Objection, TIME BEING OF THE ESSENCE, PropCo Purchaser (on behalf of the Purchasers) shall notify Seller of such Additional Title Objections and Survey Objections in writing and request whether Seller will attempt to cure such Title Objections and Survey Objections (an “Objection Notice”) (it being agreed between the parties hereto that PropCo Purchaser has given an Objection Notice to Seller with respect to those items marked “omit” on the Title Commitments listed on Exhibit E on the date hereof and which was provided to Seller’s counsel by PropCo Purchaser’s counsel in an e-mail at 6:34 pm Eastern Time on the date hereof). If PropCo Purchaser fails to so notify Seller in writing of any such Title Objections in accordance with the timing set forth in this Section 6(b), then the Purchasers shall be deemed to have accepted the title exception reflected in the applicable Title Commitment update waived and Survey update delivered to the Purchasers and to have waived any claims or defects which it might otherwise have raised with respect to such title exception and the same shall be approved by SPE and shall thereafter be deemed to be a Permitted Liens for all purposes of this Agreement, in each case subject to the Seller’s obligations with respect to Mandatory Cure Items pursuant to Section 6(c) belowEncumbrance.

Title Objections. With respect to those matters marked as If any of the following occurs (each, a “omit” on the Title Commitments listed on Exhibit E on the date hereof and which was provided to Seller’s counsel by PropCo Purchaser’s counsel in an e-mail at 6:34 pm Eastern Time on the date hereof or if Objection”): (ia) any a Title Commitment updates shall reveal or disclose other evidence of title or search of the appropriate real estate records discloses that any Person other defects, objections or exceptions in than the Land Owner has title to the insured Real Property that are not Permitted Liens and to which a Purchaser objects (collectively, “Title Objections”) or (ii) any Survey updates received estate covered by the Purchasers shall reveal or disclose any title exceptionsTitle Commitment; (b) a Title Commitment, encroachmentsSite Plan, other physical conditions Survey or other state evidence of facts on title or affecting any search of the Real Property appropriate real property records discloses any Encumbrances other than Permitted Encumbrances; and that are not Permitted Liens and in Buyer’s opinion, could reasonably be expected to which interfere in a Purchaser objects (“Survey Objections”), thenmaterial respect with the ability of Buyer to use the property for its intended purpose in connection with the Project; Buyer shall, within ten thirty (1030) days after receipt of the date hereofdetailed spreadsheet, Title Commitment, all recorded documents, Site Plan and Survey showing the final location of all Project Facilities for any specific parcel comprising the Project, provide Seller with a notice identifying any Title Objection with respect to such parcel; provided, however, ▇▇▇▇▇ and Seller shall have recurring meetings after the Effective Date to coordinate and expedite the title curative process where practicable. In the event there are any changes in the location of Project Facilities that impacts a parcel or if a change in the location of Project Facilities causes a parcel to change in terms of zoning, setback or regulatory requirements, or in the event any updated Title Commitment or updated Survey discloses any new requirement, exception or issue, Seller shall notify Buyer of such change, requirement, exception or issue and Buyer will have an additional thirty (30) days to provide a supplemental notice of any Title Objection upon receipt of a revised Title Commitment or Survey. Seller will use its Commercially Reasonable Efforts, at Seller’s expense, to cure each Title Objection timely raised in writing by Buyer to Seller, to eliminate each Title Objection as an exception to the Title Commitment or cause the Title Company to insure over such Title Objection (or in the case of a Title Objection arising from a Survey to resolve such Title Objection in a manner reasonably acceptable to Buyer). Seller shall promptly identify in its title spreadsheet any Crossing Agreement required for the Project. The form of each such Crossing Agreement shall be subject to the prior written approval of Buyer, which approval shall not be unreasonably withheld, conditioned or delayed. If Seller is unable to cure any Buyer Title Objection or, with respect to the Title Commitments listed on Exhibit E or the Purchasers’ receipt of any Title Commitment update or Survey updateObjection that is an exception to title insurance coverage, as applicable, first revealing any such Title Objection or Survey Objection, TIME BEING OF THE ESSENCE, PropCo Purchaser (on behalf of the Purchasers) shall notify Seller of such Title Objections and Survey Objections in writing and request whether Seller will attempt to cure such Title Objections and Survey Objections (obtain an “Objection Notice”) (it being agreed between the parties hereto that PropCo Purchaser has given an Objection Notice to Seller Insured Exception with respect to those items marked “omit” the specific Title Objection on or before the Closing Date, then on Buyer’s request the subject Real Property and related Land Contract will be excluded from the Project Assets. Any Title Objection that the Title Commitments listed Company is willing to insure over on Exhibit E on the date hereof terms acceptable to both Seller and which was provided to Seller’s counsel by PropCo Purchaser’s counsel in an eBuyer (for avoidance of doubt, ALTA Endorsement 36.6-mail at 6:34 pm Eastern Time on the date hereof). If PropCo Purchaser fails to so notify Seller in writing of any such Title Objections in accordance with the timing set forth in this Section 6(b), then the Purchasers 06 (Energy Project Leasehold/Easement Owner’s) (04-02-12) shall be deemed to have accepted acceptable), provided that the title exception reflected in the applicable Title Commitment update and Survey update delivered matter giving rise to the Purchasers and Title Objection will not be excluded from coverage under such endorsement, is herein referred to have waived any claims or defects which it might otherwise have raised as an “Insured Exception.” Buyer shall cooperate with respect to such title exception and the same shall be and shall be deemed to be Permitted Liens for all purposes of this Agreement, in each case subject to the Seller’s obligations curative efforts, including, without limitation, providing technical crossing specifications when required in connection with respect to Mandatory Cure Items pursuant to Section 6(c) belowSeller’s pursuit of any encroachment or crossing agreement.

Title Objections. With respect If Buyer shall disapprove any title or survey matters pursuant to those matters marked this Paragraph 4, Buyer shall give written notice thereof ("Title Objection Notice") to Seller within the time periods provided for in Para-graphs 4(A)(1) or 4(A)(2), as “omit” on applicable. Upon receipt by Seller of a Title Objection Notice given in a timely manner, then Seller shall have until the sooner to occur of (1) five (5) business days from receipt of such Title Commitments listed on Exhibit E on Objection Notice and (2) the date hereof and Closing Date, within which was provided to Seller’s counsel by PropCo Purchaser’s counsel in an e-mail at 6:34 pm Eastern Time on the date hereof or if notify Buyer as to each disapproved matter pursuant to this Paragraph 4 either that (i) Seller elects not to cause such disapproved matter to be removed as of the Closing Date (provided Seller shall be obligated to remove any Title Commitment updates shall reveal existing mortgages or disclose deeds of trust securing loans obtained by or assumed by Seller, any other defectsmechanic's liens for work by or on behalf of Seller, objections and any tax or exceptions in the title to the Real Property judgement liens against Seller that are not Permitted Liens secured in whole or in part by the Property or any portion thereof, and further provided Seller shall be obligated to which a Purchaser objects (collectivelybond over any mechanic's liens for work by or on behalf of third parties that are secured in whole or in part by the Property or any portion thereof), “Title Objections”) or (ii) Seller intends to either (a) use commercially reasonable efforts to cause such disapproved matter to be removed on the Closing Date, or (b) obtain a title endorsement (if available and if acceptable to Buyer in Buyer's sole and absolute discretion) insuring over such disapproved matter. Seller shall have no liability except as expressly set forth herein, if for any Survey updates received by the Purchasers shall reveal reason, after electing under (ii) above, such additional disapproved matters are not removed or disclose any title exceptions, encroachments, other physical conditions or other state of facts on or affecting any insured over as of the Real Property that are not Permitted Liens and Closing Date. Failure to which a Purchaser objects (“Survey Objections”), then, within ten (10) days after the date hereof, with respect to the Title Commitments listed on Exhibit E or the Purchasers’ receipt of deliver any Title Commitment update or Survey update, as applicable, first revealing any such Title Objection or Survey Objection, TIME BEING OF THE ESSENCE, PropCo Purchaser (on behalf of the Purchasers) shall notify written notification by Seller of its election within such Title Objections and Survey Objections in writing and request whether Seller will attempt to cure such Title Objections and Survey Objections (an “Objection Notice”) (it being agreed between the parties hereto that PropCo Purchaser has given an Objection Notice to Seller with respect to those items marked “omit” on the Title Commitments listed on Exhibit E on the date hereof and which was provided to Seller’s counsel by PropCo Purchaser’s counsel in an e-mail at 6:34 pm Eastern Time on the date hereof). If PropCo Purchaser fails to so notify Seller in writing of any such Title Objections in accordance with the timing set forth in this Section 6(b), then the Purchasers shall be deemed to have accepted the title exception reflected in the applicable Title Commitment update and Survey update delivered to the Purchasers and to have waived any claims or defects which it might otherwise have raised with respect to such title exception and the same shall be and period shall be deemed to be Permitted Liens for an election not to cause any such additional disapproved matters to be removed. If Seller elects not to cause any or all purposes such additional disapproved matters to be removed or insured over as aforesaid, Buyer shall have until the sooner to occur of this Agreement(1) two (2) business days from receipt of written notice thereof (or from the date of Seller's deemed election as aforesaid) and (2) the Closing Date, within which to notify Seller in each case writing either that (x) Buyer revokes its disapproval and will proceed with the purchase of the Property without any reduction in the Purchase Price and will take subject to such matters, or (y)Buyer terminates this Agreement (and thereupon the Seller’s obligations with respect Deposit shall be delivered to Mandatory Cure Items pursuant Buyer and, except for the Surviving Obligations (as hereinafter defined), this Agreement shall thereupon terminate). Failure to Section 6(c) belowdeliver any written notification by Buyer of its election within such period shall be deemed to be an election to terminate this Agreement as set forth above.

Title Objections. With respect to those matters marked as “omit” on the Title Commitments listed on Exhibit E on the date hereof and which was provided to Seller’s counsel by PropCo Purchaser’s counsel in an e-mail at 6:34 pm Eastern Time on the date hereof or if (i) any If such Title Commitment updates shall reveal and/or Survey, or update to Survey, disclose any other defectsmatters and exceptions to title, objections or exceptions in the title to the Real Property that are not Permitted Liens and to which a Purchaser objects (collectively, “the "Title Objections”") or (ii) any Survey updates received by the Purchasers shall reveal or disclose any title exceptions, encroachments, other physical conditions or other state of facts on or affecting any of the Real Property that are not Permitted Liens and in a written notice to which a Purchaser objects (“Survey Objections”), then, within Seller delivered no later than ten (10) days following receipt of the Title Commitment and Survey, as amended, Seller (in its sole discretion) shall have ten (10) business days (the "Seller Cure Period") from the date of such notice to elect to have the Title Objections removed or to obtain the commitment of the Title Company to provide affirmative insurance to Purchaser over such Title Objections prior to Closing. Seller shall have the right to extend the Closing Date for a reasonable period of time not to exceed sixty (60) days in the aggregate to cure those Title Objections which Seller has elected to cure and the Mandatory Cure Items (as hereinafter defined). If Seller fails or elects not to have any Title Objections removed or fails or elects not to cause the Title Company to issue its commitment to insure over the same on or prior to the expiration of the Seller Cure Period, Purchaser may, as 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 (5) days after the sooner of the (i) the date hereof, with respect on which Seller notifies Purchaser of its failure to the Title Commitments listed on Exhibit E or the Purchasers’ receipt of any Title Commitment update or Survey update, as applicable, first revealing have any such Title Objection Objections removed or Survey Objectioninsured over, TIME BEING OF THE ESSENCE, PropCo Purchaser or (on behalf ii) the expiration of the Purchasers) Seller Cure Period. If Purchaser shall notify Seller 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 Survey Objections in writing shall be removed and request whether cured by Seller will attempt at its sole expense prior to cure such Title Objections and Survey Objections (an “Objection Notice”) (it being agreed between the parties hereto that PropCo Purchaser has given an Objection Notice to Seller with respect to those items marked “omit” on the Title Commitments listed on Exhibit E on the date hereof and which was provided to Seller’s counsel by PropCo Purchaser’s counsel in an e-mail at 6:34 pm Eastern Time on the date hereof)Closing. If PropCo Purchaser fails to so notify Seller in writing any of any such Title Objections in accordance with the timing time periods set forth in this Section 6(b1.01 extend beyond the Closing Date, then notwithstanding anything set forth in this Contract to the contrary, the Closing Date shall be extended to permit the applicable party to have the 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 mo1igage debt, security interests, lien, and other financing documents, (B) represent taxes or assessments which are then delinquent or which are then due and payable, (C) relate to any mechanics or materialmen's liens, and any other monetary liens (bonded or unbonded), then the Purchasers shall be deemed to have accepted the title exception reflected in the applicable Title Commitment update and Survey update delivered Notices of Commencement, or any other governmental liens or notices related to the Purchasers Property and (D) and any other monetary liens. Purchaser shall not be obligated to have waived identify any claims or defects which it might otherwise have raised with respect to such title exception and the same shall be and shall be deemed to be Permitted Liens for all purposes of this Agreement, in each case subject to the Seller’s obligations with respect to Mandatory Cure Items pursuant as a Title Objection and the failure to Section 6(c) belowdo so shall not constitute a waiver of Seller's obligation to cure and satisfy all Mandatory Cure Items.

Title Objections. With Seller shall have until the sooner to occur of (a) with respect to those matters marked as “omit” on the Initial Title Commitments listed on Exhibit E on Objection Notice, five (5) business days from the Effective Date (or, with respect to a Supplemental Title Objection Notice, five (5) business days from the date hereof of receipt of such Supplemental Title Objection Notice) and (b) the Closing Date, within which was provided to Seller’s counsel by PropCo Purchaser’s counsel in an e-mail at 6:34 pm Eastern Time on the date hereof or if notify Buyer as to each properly disapproved matter either that (i) Seller elects not to cause such disapproved matter to be removed as of the Closing Date (or otherwise take any Title Commitment updates shall reveal or disclose any other defectsaction with respect thereto), objections or exceptions in the title to the Real Property that are not Permitted Liens and to which a Purchaser objects (collectively, “Title Objections”) or (ii) Seller intends to either (A) use commercially reasonable efforts to cause such disapproved matter to be removed on the Closing Date, or (B) obtain a title endorsement (if available) insuring over such disapproved matter; provided, however, Seller shall have no liability if for any Survey updates received by the Purchasers shall reveal reason, after electing under (ii) above, such additional disapproved matters are not removed or disclose any title exceptions, encroachments, other physical conditions or other state of facts on or affecting any insured over as of the Real Property that are not Permitted Liens and Closing Date. Failure to which a Purchaser objects (“Survey Objections”), then, within ten (10) days after the date hereof, with respect to the Title Commitments listed on Exhibit E or the Purchasers’ receipt of deliver any Title Commitment update or Survey update, as applicable, first revealing any such Title Objection or Survey Objection, TIME BEING OF THE ESSENCE, PropCo Purchaser (on behalf of the Purchasers) shall notify written notification by Seller of its election within such Title Objections and Survey Objections in writing and request whether Seller will attempt to cure such Title Objections and Survey Objections (an “Objection Notice”) (it being agreed between the parties hereto that PropCo Purchaser has given an Objection Notice to Seller with respect to those items marked “omit” on the Title Commitments listed on Exhibit E on the date hereof and which was provided to Seller’s counsel by PropCo Purchaser’s counsel in an e-mail at 6:34 pm Eastern Time on the date hereof). If PropCo Purchaser fails to so notify Seller in writing of any such Title Objections in accordance with the timing set forth in this Section 6(b), then the Purchasers shall be deemed to have accepted the title exception reflected in the applicable Title Commitment update and Survey update delivered to the Purchasers and to have waived any claims or defects which it might otherwise have raised with respect to such title exception and the same shall be and period shall be deemed to be Permitted Liens for an election not to cause any such additional disapproved matters to be removed. If Seller elects not to cause any or all purposes such additional disapproved matters to be removed or insured over as aforesaid, Buyer shall have until the sooner to occur of this Agreement(aa) five (5) days from receipt of written notice thereof (or from the date of Seller's deemed election as aforesaid) and (bb) the Closing Date, within which to notify Seller in each case writing either that (i) Buyer revokes its disapproval and will proceed with the purchase of the Property without any reduction in the Purchase Price and will take subject to such matters, or (ii) Buyer terminates this Agreement (and thereupon the Escrow Deposit shall be delivered to Buyer and, except for those provisions hereof which survive termination, this Agreement shall thereupon terminate). Failure to deliver any written notification by Buyer of its election within such period shall be deemed to be an election by Buyer to proceed with the purchase of the Property without any reduction in the Purchase Price and to take subject to such previously disapproved matters. Notwithstanding anything to the contrary contained herein, at "Closing" (as hereinafter defined) Seller shall be obligated to cause the removal of any exceptions evidencing any mortgages, deeds of trust or other loan documents securing any financing obtained, assumed or suffered to exist by Seller and to cause the removal (or to obtain title insurance over) any tax or judgment liens against Seller and any mechanic's or materialmen's liens against the Property for work performed by or on behalf of Seller’s obligations . In addition, if Buyer seeks to obtain an extended coverage "Owner's Policy" (as defined below), Seller shall reasonably attempt to provide Title Company and Other Title Company at the Closing with respect such evidence and customary documents as reasonably required by Title Company and Other Title Company to Mandatory Cure Items pursuant issue such extended coverage (with Seller having no obligation to Section 6(c) belowexpend any sums in connection therewith).

Title Objections. With respect If Buyer shall disapprove any title or survey matters which Buyer is permitted to those matters marked disapprove hereunder, Buyer shall give written notice thereof ("Title Objection Notice") to Seller within the time periods provided for in subparagraphs 4A(1) or (2), as “omit” on applicable. Upon receipt by Seller of a Title Objection Notice given in a timely manner, then Seller shall have until the sooner to occur of (1) five (5) business days from receipt of such Title Commitments listed on Exhibit E on Objection Notice and (2) the date hereof and Closing Date, within which was provided to Seller’s counsel by PropCo Purchaser’s counsel in an e-mail at 6:34 pm Eastern Time on the date hereof or if notify Buyer as to each properly disapproved matter either that (i) Seller elects not to cause such disapproved matter to be removed as of the Closing Date (or otherwise take any Title Commitment updates shall reveal or disclose any other defectsaction with respect thereto), objections or exceptions in the title to the Real Property that are not Permitted Liens and to which a Purchaser objects (collectively, “Title Objections”) or (ii) Seller intends to either (a) use commercially reasonable efforts to cause such disapproved matter to be removed on the Closing Date, or (b) obtain a title endorsement (if available) insuring over such disapproved matter; provided, however, Seller shall have no liability if for any Survey updates received by the Purchasers shall reveal reason, after electing under (ii) above, such additional disapproved matters are not removed or disclose any title exceptions, encroachments, other physical conditions or other state of facts on or affecting any insured over as of the Real Property that are not Permitted Liens and Closing Date. Failure to which a Purchaser objects (“Survey Objections”), then, within ten (10) days after the date hereof, with respect to the Title Commitments listed on Exhibit E or the Purchasers’ receipt of deliver any Title Commitment update or Survey update, as applicable, first revealing any such Title Objection or Survey Objection, TIME BEING OF THE ESSENCE, PropCo Purchaser (on behalf of the Purchasers) shall notify written notification by Seller of its election within such Title Objections and Survey Objections in writing and request whether Seller will attempt to cure such Title Objections and Survey Objections (an “Objection Notice”) (it being agreed between the parties hereto that PropCo Purchaser has given an Objection Notice to Seller with respect to those items marked “omit” on the Title Commitments listed on Exhibit E on the date hereof and which was provided to Seller’s counsel by PropCo Purchaser’s counsel in an e-mail at 6:34 pm Eastern Time on the date hereof). If PropCo Purchaser fails to so notify Seller in writing of any such Title Objections in accordance with the timing set forth in this Section 6(b), then the Purchasers shall be deemed to have accepted the title exception reflected in the applicable Title Commitment update and Survey update delivered to the Purchasers and to have waived any claims or defects which it might otherwise have raised with respect to such title exception and the same shall be and period shall be deemed to be Permitted Liens for an election not to cause any such additional disapproved matters to be removed. If Seller elects not to cause any or all purposes such additional disapproved matters to be removed or insured over as aforesaid, Buyer shall have until the sooner to occur of (1) five (5) business days from receipt of written notice thereof (or from the date of Seller's deemed election as aforesaid) and (2) the Closing Date, within which to notify Seller in writing either that (x) Buyer revokes its disapproval and will proceed with the purchase of the Property, subject to the satisfaction of any remaining conditions precedent to Buyer's obligation to close the transaction which is the subject of this Agreement, without any reduction in each case the Purchase Price and will take subject to such matters, or (y) Buyer terminates this Agreement (and thereupon the Escrow Deposit shall be delivered to Buyer). Failure to deliver any written notification by Buyer of its election within such period shall be deemed to be an election to terminate this Agreement. Notwithstanding anything to the contrary contained herein, Seller shall be obligated to cause the removal of any exceptions evidencing any mortgages, deeds of trust or other loan documents securing any financing obtained or assumed by Seller and to cause the removal (or to obtain title insurance over) any tax or judgment liens against Seller and any mechanic's or materialmen's liens against the Property for work performed by or on behalf of Seller’s obligations with respect to Mandatory Cure Items pursuant to Section 6(c) below.

Title Objections. With respect to those matters marked as “omit” on the Title Commitments listed on Exhibit E on the date hereof and which was provided to Seller’s counsel by PropCo Purchaser’s counsel in an e-mail at 6:34 pm Eastern Time on the date hereof or if (i) any Title Commitment updates shall reveal or disclose any other defects, objections or exceptions in the title to the Real Property that are not Permitted Liens and to which a Purchaser objects Within three (collectively, “Title Objections”) or (ii) any Survey updates received by the Purchasers shall reveal or disclose any title exceptions, encroachments, other physical conditions or other state of facts on or affecting any of the Real Property that are not Permitted Liens and to which a Purchaser objects (“Survey Objections”), then, within ten (103) days after the date hereof, with respect to the Title Commitments listed on Exhibit E or the Purchasers’ Purchaser’s receipt of any both a Title Commitment update or and the related Survey updatefor each Property, as applicable, first revealing any such Title Objection or Survey Objection, TIME BEING OF THE ESSENCE, PropCo Purchaser (on behalf of the Purchasers) shall notify Seller of such Title Objections and Survey Objections in writing and request whether Seller will attempt to cure such Title Objections and Survey Objections (an “Objection Notice”) (it being agreed between the parties hereto that PropCo Purchaser has given an Objection Notice to Seller with respect to those items marked “omit” on the Title Commitments listed on Exhibit E on the date hereof and which was provided to Seller’s counsel by PropCo Purchaser’s counsel in an e-mail at 6:34 pm Eastern Time on the date hereof). If PropCo Purchaser fails to so notify Seller in writing of Purchaser’s reasonable objection to any material exceptions or other material title matters shown on a Title Commitment or the related Survey (each, a “Title Objection”). If, within three (3) days after its receipt of any notice of a Title Objection, Seller does not, in its sole and absolute discretion, agree in writing to remove such Title Objections in accordance with Objection at and as a condition to the timing set forth in this Section 6(b)Closing, then Purchaser shall have the Purchasers shall be deemed option, as its sole remedy, upon written notice to have accepted Seller on or before the title exception reflected in the applicable Title Commitment update and Survey update delivered Closing Date, to the Purchasers and to have waived any claims or defects which it might otherwise have raised with respect to such title exception and the same shall be and shall be deemed to be Permitted Liens for all purposes of (A) terminate this Agreement, in each which event the neither Purchaser nor Seller shall have any further duties or obligations under this Agreement, except as otherwise provided herein; or (B) waive such Title Objection (in which case subject such matter shall deemed to the Seller’s obligations be a Permitted Exception), and proceed to close with respect to Mandatory Cure Items pursuant all of the Properties. If Seller provides notice to Purchaser of its agreement to cure any Title Objection as of Closing, the cure or resolution of any such Title Objection to Purchaser’s reasonable satisfaction at Closing shall be a condition precedent in favor of Purchaser to the Closing. (ii) If any supplement to a Title Commitment or the related Survey discloses any additional material title defects which were not created by or with the consent of Purchaser, and which are not reasonably 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. If, within three (3) days after its receipt of any notice of Additional Title Objection, Seller does not, it its sole and absolute discretion, agree in writing to remove any such Additional Title Objection at and as a condition to Closing, then Purchaser shall have the option, as its sole remedy, to (A) terminate this Agreement upon written notice to Seller on or before the Closing Date, in which event neither Purchaser nor Seller shall have any further duties or obligations under this Agreement, except as otherwise provided herein; or (B) waive such Additional Title Objection (in which case such matter shall deemed to be a Permitted Exception, and proceed to close with respect to all of the Properties. If Seller provides notice to Purchaser of its agreement to cure any Additional Title Objection as of Closing, the cure or resolution of any such Additional Title Objection to Purchaser’s reasonable satisfaction at Closing shall be a condition precedent in favor of Purchaser to the Closing. (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 6(c) below2.01, then such Title Objection or Additional Title Objection shall be deemed waived and approved by Purchaser and shall thereafter be deemed a Permitted Encumbrance.

Title Objections. With respect Not later than ten (10) days prior to those the Inspection Date (“Objection Deadline”), Purchaser shall give Seller written notice of any matters marked as “omit” on disclosed in the Title Commitments listed on Exhibit E on Commitment or the date hereof and Survey which was provided to Seller’s counsel by PropCo Purchaser’s counsel in an e-mail at 6:34 pm Eastern Time on the date hereof or if (i) any Title Commitment updates shall reveal or disclose any other defects, objections or exceptions in the title to the Real Property that are not Permitted Liens acceptable to Purchaser (such objected to matters being sometimes hereinafter referred to individually as a “Title Objection,” and to which a Purchaser objects (collectively, collectively as the “Title Objections”). Within ten (10) days after receipt from Purchaser of a written notice of any Title Objections (“Seller’s Response Period”), Seller shall notify Purchaser in writing (a “Title Objection Response”) as to whether Seller will cure each such Title Objection, and if Seller elects to cure any one or (ii) any Survey updates received by more of the Purchasers Title Objections, then Seller shall reveal satisfy or disclose any title exceptionscorrect, encroachmentsat Seller’s expense, other physical conditions or other state of facts each such Title Objection on or affecting before the date of Closing. Failure of Seller to give such Title Objection Response on or prior to the expiration of Seller’s Response Period shall be deemed to be an election not to cure any of the Real Title Objections. Except as set forth herein, Seller has no obligation to cure or otherwise remove any matters of title or survey to which Purchaser may object; provided, however, that Seller shall, on or before the Closing Date and at Seller’s sole cost and expense, satisfy in full any mortgages encumbering the Property that are not Permitted Liens and any other lien or monetary charge against the Property incurred by, through or under Seller (collectively, the “Monetary Exceptions”). Purchaser shall have the continuing right to update the Title Commitment through Closing and to give Seller written notice of any additional conditions, requirements and/or additional objections to title which a Purchaser objects appear subsequent to the effective date of the Title Commitment or which were not included therein, such objections to be given within five (“Survey Objections”)5) business days after receipt of such updated Title Commitment. ELECTRONICALLY FILED - 2022 Jun 09 1:42 PM - GREENVILLE - COMMON PLEAS - CASE#2022CP2303045 In the event Seller elects, thenor is deemed to have elected, not to satisfy or cure any one or more of the Title Objections of which it is notified in accordance with the foregoing, then within five (5) days after receipt of written notice of Seller’s election (or within ten (10) days after the date hereof, with respect expiration of Seller’s ten (10) day notification period if Seller fails to the Title Commitments listed on Exhibit E or the Purchasers’ receipt of any Title Commitment update or Survey update, as applicable, first revealing give any such Title Objection or Survey Objectionnotice), TIME BEING OF THE ESSENCE, PropCo Purchaser (on behalf may by written notice to Seller elect one of the Purchasersfollowing: (a) shall notify Seller of To waive such Title Objections and Survey Objections in writing and request whether to the extent Seller will attempt has not elected to cure same in Seller’s Title Objection Response, in which event such waived Title Objections shall become part of the Permitted Exceptions, and Survey Objections (an “Objection Notice”) (it being agreed between to close the parties hereto that PropCo Purchaser has given an Objection Notice to Seller with respect to those items marked “omit” on the Title Commitments listed on Exhibit E on the date hereof and which was provided to Seller’s counsel by PropCo Purchaser’s counsel in an e-mail at 6:34 pm Eastern Time on the date hereof). If PropCo Purchaser fails to so notify Seller in writing of any such Title Objections transaction contemplated hereby in accordance with the timing terms of this Agreement; or (b) To cancel this Agreement and to receive a complete refund of the ▇▇▇▇▇▇▇ Money, in which event the parties hereto have no further rights, duties, or obligations under this Agreement, except as otherwise set forth in this Section 6(b), then Agreement. The failure of Purchaser to give notice of its election as to the Purchasers foregoing alternatives within the applicable time shall be deemed an election to have accepted the proceed under subparagraph (a) above. Except as otherwise permitted by this Agreement, ▇▇▇▇▇▇ agrees not to alter or further encumber in any way Seller’s title exception reflected in the applicable Title Commitment update and Survey update delivered to the Purchasers and Property, or enter into any agreement that will be an obligation affecting the Property subsequent to have waived any claims or defects which it might otherwise have raised with respect to such title exception and the same shall be and shall be deemed to be Permitted Liens for all purposes Closing, after the date of this Agreement, in each case subject to the Seller’s obligations with respect to Mandatory Cure Items pursuant to Section 6(c) below.

Title Objections. With respect to those matters marked as “omit” on (a) Purchaser shall have forty-five (45) days from the Title Commitments listed on Exhibit E on later of (1) the date hereof and which was provided to Seller’s counsel by PropCo Purchaser’s counsel in an e-mail at 6:34 pm Eastern Time on the date hereof or if (i) any Title Commitment updates shall reveal or disclose any other defects, objections or exceptions in the title to the Real Property that are not Permitted Liens and to which a Purchaser objects (collectively, “Title Objections”) or (ii) any Survey updates received by the Purchasers shall reveal or disclose any title exceptions, encroachments, other physical conditions or other state of facts on or affecting any of the Real Property that are not Permitted Liens and to which a Purchaser objects (“Survey Objections”), then, within ten (10) days after the date hereof, with respect to the Title Commitments listed on Exhibit E or the Purchasers’ receipt of any Title Commitment update and copies of all underlying documents for the Schedule B-2 exceptions listed in such Title Commitment, including any Title Commitment delivered post-Closing and receipt of and opportunity to inspect such maps as are in Seller’s possession referenced in such Title Commitment; or Survey update(2) the date of this Agreement (the “Title Review Period”) to object to any matter set forth in such Title Commitment with regard to the Seller Land or the Leasehold Interest which is either (i) not a Permitted Exception pursuant to Section 1.3 or (ii) a matter which as to the tract or parcel of land which is encumbered by such matter would materially impair, as applicablein Purchaser’s reasonable judgment, first revealing the value of such tract or parcel of land, in either case by giving written notice to Seller (collectively, any such matter, a “Title Objection Defect”) on or Survey Objectionbefore the last day of the Title Review Period. Purchaser shall also have the right to object to any title exceptions suffered by Seller, TIME BEING OF THE ESSENCEor first made known to Purchaser, PropCo between the date of the applicable Title Commitment obtained by Seller and the Closing Date which is either (i) not a Permitted Exception pursuant to Section 1. 3 or (ii) a matter which as to the tract or parcel of land which is encumbered by such matter would materially impair, in Purchaser’s reasonable judgment, the value of such tract or parcel of land, in either case by giving written notice to Seller (which will be deemed to be a Title Defect). Seller shall have the right, but not the obligation, to cure or remove at or prior to Closing all objections to Seller’s title to Seller Land or Leasehold Interests; provided, however, that Seller will cause any deed to secure debt, any deed of trust, any mortgage or any monetary lien by, through or under Seller encumbering Seller Land or Leasehold Interests to be satisfied or otherwise released on or before the Closing. In the event Purchaser failed to give notice to Seller on or before the expiration of the applicable Title Review Period (or the Closing Date for any matter suffered by Seller, or first made known to Purchaser, between the date of the applicable Title Commitment obtained by Seller and the Closing Date) of Purchaser’s objection to any exception to Seller’s title to the Seller Land or Leasehold Interests, such exception will be deemed to be a Permitted Exception and title to the Seller Land or Leasehold Interests shall be conveyed to Timberlands II, LLC 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 and describing and giving the location of the defective parcel to the extent that Purchaser can reasonably identify the same (the “Defective Parcel”) and Seller fails to cure or remove such exception at or prior to the Closing, Purchaser shall have the option of: (i) waiving the Title Defect and accepting title to the Defective Parcel on behalf of Timberlands II, LLC with no adjustment to the PurchasersPurchase Price therefore, or (ii) by written notice to Seller prior to Closing, excluding the Defective Parcel from the Seller Land or Leasehold Interests from the Purchased Assets (the “Deleted Parcel”) and reducing the Installment Note Purchase Price as provided in Section 11.5(c) below. Notwithstanding anything to the contrary contained herein, in the event that Purchaser shall notify give timely written notice of any Title Defect affecting a portion of the Seller of such Land or the Leasehold Property for which the applicable Title Objections Review Period expired post-Closing, and Survey Objections in writing and request whether Seller will attempt is unable or unwilling to cure such Title Objections and Survey Objections Defect within sixty (an 60) days following Purchaser’s delivery of written notice thereof, then Purchaser shall have the right to cause Timberlands II, LLC to convey, assign or transfer the Defective Parcel back to Seller (at which time the same shall be considered a “Objection NoticeDeleted Parcel”) in which case, Seller shall either (it being agreed between the parties hereto that PropCo Purchaser has given an Objection Notice to i) convey, assign or otherwise transfer a leasehold interest or fee simple interest owned by Seller with respect to those items marked real property which is not included in the transactions described herein (“omit” on the Title Commitments listed on Exhibit E on the date hereof and which was Substitution Property”); provided to Seller’s counsel by PropCo Purchaser’s counsel in an e-mail at 6:34 pm Eastern Time on the date hereof). If PropCo Purchaser fails to so notify Seller in writing of any that such Title Objections Substitution Property has a value calculated in accordance with paragraph (c) of this Section 11.5 and other characteristics substantially similar to the timing Deleted Parcel and is otherwise acceptable to Purchaser or (ii) in the event that no such Substitution Property is available, Seller shall upon the conveyance of the Deleted Parcel by Timberlands II, LLC remit to Purchaser (or Timberlands II, LLC) the value of the Deleted Parcel calculated in accordance with paragraph (c) of this Section 11.5. (c) For any Deleted Parcel which is comprised of the Seller Land, Purchaser shall be entitled to a reduction in the Installment Note Purchase Price equal to the fair market value of such Deleted Parcel if such Deleted Parcel were not affected by the Title Defect determined in accordance with this paragraph. For any Deleted parcel which is comprised of Leasehold Property, Purchaser shall be entitled to a reduction in the Installment Note Purchase Price equal to the discounted cash flows attributable to the applicable Leasehold Interest determined in accordance with this paragraph. Promptly after Purchaser’s delivery of written notice of Purchaser’s election to exclude the Deleted Parcel from the Purchased Assets, the Parties shall consult and negotiate with each other in good faith regarding the appropriate reduction in the Installment Note Purchase Price for said Deleted Parcel. If the Parties are unable to mutually agree on the fair market value of the Deleted Parcel, or if applicable, the discounted cash flows with respect to the applicable Leasehold Interest, within thirty (30) days after Purchaser’s delivery of notice of Purchaser’s election to exclude the Deleted Parcel from the Purchased Assets, Seller and Purchaser will refer the matter to independent third party appraiser with at least ten (10) years’ experience in appraising timber and timberland properties selected by Seller and reasonably acceptable to Purchaser (the “Independent Appraiser”), and each of Seller and Purchaser will, at a mutually agreed time within three (3) business days of such referral, simultaneously submit to the Independent Appraiser their respective calculations of the fair market value of such Deleted Parcel, or if applicable, the discounted cash flows with respect to the applicable Leasehold Interest. The Independent Appraiser shall within thirty (30) days of such final submissions, select one of the two final submissions (and shall not select any other amount) as being most representative of the fair market value of such Deleted Parcel, or if applicable, the discounted cash flows with respect to the applicable Leasehold Interest, and the submission so selected shall be final and binding on the Parties. The costs and expenses of the Independent Appraiser in connection with the dispute resolution procedure set forth herein shall be paid by the non-prevailing Party. (d) Purchaser shall cause Timberlands II, LLC to grant to Seller, without costs, access easements over and across the Seller Land or Leasehold Interests upon reasonable terms and over reasonable routes as may be necessary for Seller’s access to any Deleted Parcels, and Seller shall grant to Timberlands II, LLC, without costs, access easements over and across the Deleted Parcels upon reasonable terms and over reasonable routes as may be necessary for Timberlands II, LLC’s access to the Seller Land or Leasehold Interests. (e) If within one year after the Closing, Seller cures the Title Defect on a Deleted Parcel in accordance with applicable law and to Purchaser’s reasonable satisfaction, and notifies Purchaser thereof in writing, Purchaser shall cause Timberlands II, LLC to purchase the Deleted Parcel from Seller at a price equal to the value by which the Purchase Price was reduced because of the Deleted Parcel (and otherwise on the terms set forth in this Section 6(bAgreement), then provided that the Purchasers Deleted Parcel is in substantially the same conditions, reasonable wear and tear excluded, as it was as of the date of Closing. The Parties shall close the purchase and sale of any such Deleted Parcel on a date sixty days after Seller so notifies Purchaser that the cure or remediation has been completed (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 or Leasehold Interests, and such closing thereafter shall be deemed to have accepted considered the title exception reflected in the applicable Title Commitment update and Survey update delivered to the Purchasers and to have waived any claims or defects which it might otherwise have raised “Closing” with respect to such title exception and the same shall be and shall be deemed to be Permitted Liens parcel for all purposes of this Agreement, in each case subject to . This Section 11.5(e) shall survive the Seller’s obligations with respect to Mandatory Cure Items pursuant to Section 6(c) belowClosing.

Title Objections. With respect to those matters marked as “omit” on the Title Commitments listed on Exhibit E on the date hereof and which was provided to Seller’s counsel by PropCo Purchaser’s counsel in an e-mail at 6:34 pm Eastern Time on the date hereof or if ​ (i) any Title Commitment updates shall reveal or disclose any other defects, objections or exceptions in the title to the Real Property that are not Permitted Liens and to which a Purchaser objects Within seven (collectively, “Title Objections”) or (ii) any Survey updates received by the Purchasers shall reveal or disclose any title exceptions, encroachments, other physical conditions or other state of facts on or affecting any of the Real Property that are not Permitted Liens and to which a Purchaser objects (“Survey Objections”), then, within ten (107) days after the date hereof, with respect to Purchaser’s receipt of both the Title Commitments listed on Exhibit E or Commitment and the Purchasers’ receipt of any Title Commitment update or Survey updateSurvey, as applicable, first revealing any such Title Objection or Survey Objection, TIME BEING OF THE ESSENCE, PropCo Purchaser (on behalf of the Purchasers) shall notify Seller of such Title Objections and Survey Objections in writing and request whether Seller will attempt to cure such Title Objections and Survey Objections (an “Objection Notice”) (it being agreed between the parties hereto that PropCo Purchaser has given an Objection Notice to Seller with respect to those items marked “omit” on the Title Commitments listed on Exhibit E on the date hereof and which was provided to Seller’s counsel by PropCo Purchaser’s counsel in an e-mail at 6:34 pm Eastern Time on the date hereof). If PropCo Purchaser fails to so notify Seller in writing of Purchaser’s objection to any such exceptions or other title matters shown on the Title Objections in accordance with Commitment or the timing set forth in this Section 6(bSurvey (each, a “Title Objection”). If any 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 Purchasers shall be deemed option, as its sole remedy, upon written notice to have accepted Seller on or before the title exception reflected in the applicable Title Commitment update and Survey update delivered Closing Date, to the Purchasers and to have waived any claims or defects which it might otherwise have raised with respect to such title exception and the same shall be and shall be deemed to be Permitted Liens for all purposes of terminate this Agreement, in each case subject 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 the SellerTitle Commitment or the 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 with respect or liability hereunder, except for those obligations expressly stated to Mandatory Cure Items pursuant 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 Title Commitment and the Survey. If Purchaser does not terminate this Agreement by reason of any Title Objection or Additional Title Objection, as provided in this Section 6(c) below.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. ​

Title Objections. With respect Prior to those matters marked as “omit” on the Date of this Agreement, ▇▇▇▇▇▇▇▇▇ has advised Seller in writing and in reasonable detail, which exceptions to the Title Commitments listed on Exhibit E on the date hereof Report and which was provided to Seller’s counsel by PropCo Purchaser’s counsel in an e-mail at 6:34 pm Eastern Time on the date hereof or Survey, other than Permitted Exceptions (as hereinafter defined), if (i) any Title Commitment updates shall reveal or disclose any other defectsany, objections or exceptions in the title to the Real Property that are not Permitted Liens and acceptable to which a Purchaser objects (collectively, the “Title Objections”; and Purchaser’s notice of such Title Objections, the “Title Objection Notice”), and Seller has given Purchaser notice (“Seller’s Response Notice”) of (a) which Title Objections Seller will cure and/or remove at Closing or afford the Title Company necessary information or certifications to permit it to insure over such exceptions to Purchaser’s reasonable satisfaction and/or (b) any Title Objections that Seller elects not to cause to be cured, removed (other than the Mandatory Removable Items (as hereinafter defined), which Seller must, in all instances, cause to be paid, discharged or removed of record at or prior to the Closing Date) or insured over to Purchaser’s reasonable satisfaction. Except as expressly set forth on Schedule 3.2 attached hereto, Seller has elected not to cure and/or remove any of Purchaser’s Title Objections. As of the Date of this Agreement, Purchaser has waived such Title Objections which Seller has elected not to remove or insure over (to Purchaser’s reasonable satisfaction) and has elected to proceed with the purchase and take the Property subject to such waived Title Objections. Notwithstanding anything contained herein to the contrary, if the Title Report is updated after the Date of this Agreement, and shows new matters that have a material adverse effect on the use, operation or value of the Property as used and operated as of the Date of this Agreement, which was not the result of acts or omissions of Purchaser, and which were not disclosed in the Title Report obtained prior to the expiration of the Due Diligence Period, or any update to the Existing Survey is further updated or the New Survey of the Property shows new matters that have a material adverse effect on the use, operation or value of the Property as used and operated as of the Date of this Agreement and which were not included on the Existing Survey or any updated or new survey of the Property prior to the expiration of the Due Diligence Period (such new matters being referred to as “New Title Objections”) then Purchaser shall have three (3) business days after its receipt of such updated Title Report or new or updated survey of the Property disclosing such New Title Objections to deliver to Seller in writing any Title Objections to any New Title Objections, and Seller shall have two (2) business days after receipt of such Purchaser’s Objections to elect, by written notice to Purchaser (“New Title Objection Response Notice”), to cure and/or remove or not cure and/or remove the New Title Objections objected to (and the Closing Date shall be extended commensurately if the Closing would have occurred but for those procedures being implemented for the New Title Objections). If Seller does not timely deliver the New Title Objection Response Notice or elects not cure or remove or cause the Title Company to agree to insure over (at Purchaser’s reasonable satisfaction) the New Title Objections, then, within two (2) business days after receipt of the New Title Objection Response Notice, Purchaser may by providing written notice to Seller (i) waive such New Title Objections which Seller has elected not to cure or remove or cause the Title Company to agree to insure over (at Purchaser’s reasonable satisfaction) and proceed with the purchase and take the Property subject to such New Title Objections, which shall then become Permitted Exceptions hereunder, or (ii) terminate this Agreement whereupon the ▇▇▇▇▇▇▇ Money shall be retained by Seller, and thereafter the parties shall have no further rights or obligations hereunder. Seller shall cure any Survey updates received by the Purchasers shall reveal or disclose any title exceptions, encroachments, other physical conditions or other state of facts New Title Objections which ▇▇▇▇▇▇ agrees in writing to cure on or affecting any of the Real Property that are not Permitted Liens and prior to which a Purchaser objects (“Survey Objections”)Closing. If Seller is unable, thenor fails, within ten (10) days after the date hereof, with respect to the Title Commitments listed on Exhibit E or the Purchasers’ receipt of any Title Commitment update or Survey update, as applicable, first revealing any such Title Objection or Survey Objection, TIME BEING OF THE ESSENCE, PropCo Purchaser (on behalf of the Purchasers) shall notify Seller of such Title Objections and Survey Objections in writing and request whether Seller will attempt to cure such New Title Objections and Survey Objections (an “Objection Notice”) (it being has agreed between the parties hereto that PropCo Purchaser has given an Objection Notice to cure on or before Closing, such failure shall constitute a default of Seller with respect to those items marked “omit” on the Title Commitments listed on Exhibit E on the date hereof and which was provided to Seller’s counsel by PropCo Purchaser’s counsel in an e-mail at 6:34 pm Eastern Time on the date hereof). If PropCo Purchaser fails to so notify Seller in writing of any such Title Objections in accordance with the timing set forth in this Section 6(b), then the Purchasers shall be deemed to have accepted the title exception reflected in the applicable Title Commitment update and Survey update delivered to the Purchasers and to have waived any claims or defects which it might otherwise have raised with respect to such title exception hereunder and the same provisions of Section 9.2 hereof shall be and shall be deemed to be Permitted Liens for all purposes of this Agreement, in each case subject to the Seller’s obligations with respect to Mandatory Cure Items pursuant to Section 6(c) belowapply.

Title Objections. With Within fifteen (15) days of the date of this Agreement, Seller shall provide Purchaser with copies of all deeds, title policies, title commitments, surveys, tax searches or other title documentation in its possession for all Purchased Real Property. Purchaser shall be entitled, at its own expense, to update title and survey with respect to those matters marked as “omit” on the Title Commitments listed on Exhibit E on the date hereof and which was provided to Seller’s counsel by PropCo Purchaser’s counsel in an e-mail at 6:34 pm Eastern Time on the date hereof any or if all parcels of Purchased Real Property. No later than thirty (i) any Title Commitment updates shall reveal or disclose any other defects, objections or exceptions in the title to the Real Property that are not Permitted Liens and to which a Purchaser objects (collectively, “Title Objections”) or (ii) any Survey updates received by the Purchasers shall reveal or disclose any title exceptions, encroachments, other physical conditions or other state of facts on or affecting any of the Real Property that are not Permitted Liens and to which a Purchaser objects (“Survey Objections”), then, within ten (1030) days after the date hereof, with respect to the Title Commitments listed on Exhibit E or the Purchasers’ receipt of any Title Commitment update or Survey update, as applicable, first revealing any such Title Objection or Survey Objection, TIME BEING OF THE ESSENCE, PropCo Purchaser (on behalf of the Purchasers) shall notify Seller of such Title Objections and Survey Objections in writing and request whether Seller will attempt to cure such Title Objections and Survey Objections (an “Objection Notice”) (it being agreed between the parties hereto that PropCo Purchaser has given an Objection Notice to Seller with respect to those items marked “omit” on the Title Commitments listed on Exhibit E on the date hereof and which was provided to Seller’s counsel by PropCo Purchaser’s counsel in an e-mail at 6:34 pm Eastern Time on the date hereof). If PropCo Purchaser fails to so notify Seller in writing of any such Title Objections in accordance with the timing set forth in this Section 6(b), then the Purchasers shall be deemed to have accepted the title exception reflected in the applicable Title Commitment update and Survey update delivered to the Purchasers and to have waived any claims or defects which it might otherwise have raised with respect to such title exception and the same shall be and shall be deemed to be Permitted Liens for all purposes of this Agreement, Purchaser may deliver to Seller in each case subject writing Purchaser’s objections to title to the Seller’s obligations Purchased Real Property (with respect each objection stated with reasonable specificity) (such delivery, the “Title Objections Report”) if Purchaser in good faith believes that the objectionable matters would materially detract from the value of the Purchased Real Property or interfere with the continued operations at the Purchased Real Property in the manner in which operations are currently being conducted at the Purchased Real Property (any such matter, a “Title Objection”). Seller shall have fifteen (15) days after its receipt of the Title Objections Report to Mandatory Cure Items pursuant determine, in its sole discretion, if Seller is willing to Section 6(cremove or cure the Title Objection(s) belowor bond over the Title Objections. If Seller is unwilling to remove or cure or bond over such Title Objections, then Purchaser, at its sole discretion, shall have the right (exercisable upon irrevocable written notice to Seller delivered within fifteen (15) days after expiration of the forgoing 15-day period, to exclude the Banking Center situated on such Purchased Real Property from the Purchased Assets (and to exclude such Purchased Real Property from the Purchased Assets). Seller shall not list any such Purchased Real Property so excluded by Purchaser on Schedule 2.1(a)(1), and the excluded Banking Center shall be excluded from the Designated Footprint.